EXHIBIT 10.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made this 27th day
of May 2004 between XXXXXXX XXXXX ("Xxxxx) and XXXX XXXXXXXXXX ("Xxxxxxxxxx")
(collectively the "Purchasers "or "Purchaser") and ONSPAN NETWORKING, INC., a
Nevada corporation (the "Company").
W I T N E S S E T H:
WHEREAS, Tabin is the President and Chief Executive Officer of the
Company, and Xxxxxxxxxx is an employee of the Company; both are shareholders of
the Company,
WHEREAS, the Company has a wholly-owned subsidiary organized as
Coventry 1, Inc., a Nevada corporation (the "Subsidiary") as to which 1,000
shares are outstanding and listed in the Company's name (the "Subsidiary
Shares");
WHEREAS, the Company desires to enter into separate business activities
and desires to focus on separate areas of activities other than real estate
development; and the Company requires the proceeds of the sale to fund existing
litigation; and
WHEREAS, the Purchasers desire to purchase the Subsidiary, is familiar
with the risks and benefits associated with its operations and is willing to
acquire the subsidiary as is for the consideration hereafter provided, and the
Company is willing to sell the Subsidiary for such consideration;
NOW, THEREFORE, in consideration of the mutual promises herein
contained and other good and valuable consideration, the receipt of which is
hereby acknowledged, the Purchaser and the Company hereby agree as follows:
1. INCORPORATION BY REFERENCE. The above recitals are herein
incorporated by reference.
2. PURCHASE AND SALE. The Purchaser shall purchase from the Company and
the Company shall sell to the Purchaser the Subsidiary Shares on the terms and
conditions of this Agreement.
3. CONSIDERATION/PURCHASE PRICE. In consideration of the transfer by
the Company of the Subsidiary Shares to the Purchaser, the Purchaser shall pay
the Company a purchase price (the "Purchase Price") of $1,509,972. The Purchase
Price has been determined based on a comprehensive, certified appraisal as
defined by the Uniform Standards of Professional Appraisal Practice (USPAP) and
the report conforms to applicable FIRREA guidelines and or requirements. The
purchase includes the country club golf membership and the purchaser is
responsible for all costs and fees associated with the membership. In addition,
the Purchaser shall be responsible for all expenses associated with the property
comprising the Subsidiary whether accrued or outstanding or subsequently to be
outstanding, including outstanding tax balance of $21,188, due to Palm Beach
County, Florida for the year 2003, outstanding fees including electric, security
etc. totaling $12,768, as well as an outstanding insurance receivable of
$17,043. Furthermore, the Purchaser will pay the Company 0.75% of the gross
sales amount of the property, as a consulting agent, following sale and transfer
of deed, provided the gross sale exceeds $2,000,001.
1
4. OBLIGATIONS OF COMPANY. Upon the date hereof, the Company shall
deliver to the Purchaser the Subsidiary Shares duly endorsed for transfer.
5. OBLIGATIONS OF THE PURCHASER. Upon the date hereof, the Purchaser
shall deliver to the Company the Purchase Price to be payable in cash and
represented by check in the amount of $1,509,972. Plus the Purchaser will pay
the Company 0.75% of the gross sales amount of the property, as a consulting
agent, following sale and transfer of deed.
6. NO REPRESENTATIONS OR WARRANTIES. Based on the familiarity of Tabin
and Xxxxxxxxxx with the operations of the Subsidiary, the Company is providing
no representations or warranties, nor are Tabin or Xxxxxxxxxx relying on any
statements, representations, documentations or undertakings by the Company
except as otherwise provided herein.
7. MISCELLANEOUS.
a. FURTHER ASSURANCES. All parties hereto shall execute and deliver
such other instruments and do such other acts as may be necessary
to carry out the intent and purposes of this Agreement.
b. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
between the parties hereto with respect to the subject matter
hereof. It supercedes all prior negotiations, letters and
understandings relevant to the subject matter hereof.
c. CHOICE OF LAW. This Agreement shall be interpreted, construed and
enforced in accordance with the laws of the State of Florida.
d. BINDING NATURE. This Agreement will be binding upon and will
inure to the benefit of the successor or successors of the
parties to this Agreement.
IN WITNESS WHEREOF, the parties have respectively caused this Agreement
to be executed on the date set forth above.
PURCHASERS:
/s/ Xxxxxxx Xxxxx
-----------------
Xxxxxxx Xxxxx
/s/ Xxxx Xxxxxxxxxx
-------------------
Xxxx Xxxxxxxxxx
ONSPAN NETWORKING, INC.
By: /s/ Xxxxxxxxx Xxxxx
-------------------
Name: Xxxxxxxxx Xxxxx
Title: Director
2
