STOCK PURCHASE AGREEMENT
Exhibit 10.4
This Stock Purchase Agreement (the “Agreement”), dated as of April 1, 2004, is entered into by and between enherent Corp., a Delaware corporation (“Purchaser”), and Primesoft, LLC, a Delaware corporation (“Seller”).
RECITALS
Seller is the owner at the date hereof of 2,750,000 shares of the issued and outstanding Series A Preferred Stock, par value $0.001 per share (“Preferred Stock”) of Purchaser, and a Warrant to obtain 1,875,000 shares of Purchaser’s Common Stock for the price of $1.00 per share.
Seller desires to sell and Purchaser desires to purchase the 2,750,000 shares of the issued and outstanding shares of Series A Preferred Stock currently owned by Seller (the “Acquired Shares”), and the Warrant (the “Warrant”), upon the terms set forth in this Agreement.
AGREEMENT
Based upon the foregoing and the mutual promises contained herein, the parties agree as follows:
1. PURCHASE AND SALE OF COMMON STOCK
1.1 Purchase. Upon the terms and subject to the conditions of this Agreement, on the Closing Date: (i) Seller shall sell, assign, convey, transfer and deliver to Purchaser or its designee, free and clear of any pledge, security interest, lien, charge, option, encumbrance or other restriction of any kind or nature whatsoever (“Lien”) the Acquired Shares, and (ii) Purchaser shall pay to Seller the aggregate cash consideration of Two Hundred and Fifty Thousand Dollars ($250,000.00) payable upon execution of this Agreement, and provide Seller with a Promissory Note for $150,000 payable $50,000 on April 15, 2005, $50,000 on April 15, 2006 and $50,000 on April 15, 2007, said Promissory Note to bear interest at the rate of 4% per annum.
1.2 Closing. Upon satisfaction or waiver of the conditions precedent set forth in Section 3, and unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to the provisions of Section 4, a closing with respect to the transactions provided for in this Agreement (the “Closing”) shall take place within three (3) business days of the date that all of the conditions precedent set forth in Section 3 are satisfied, or such other time or date as is agreed to in writing by Seller and the Purchaser (the time and date of such Closing is referred to herein as the “Closing Date”). The parties will use their best efforts to have the Closing on March 23, 2004. All proceedings to take place at the Closing shall take place simultaneously, and no delivery shall be considered to have been made until all such proceedings have been completed.
2. REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser as follows:
(a) Organization and Power. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Delaware and has the requisite corporate power and authority to sell, assign, convey, transfer and deliver the Acquired Shares and Warrant and to enter into this Agreement and perform its obligations hereunder.
(b) Authorization, Execution and Delivery, Etc. The execution, delivery and performance by Seller of this Agreement and all other agreements contemplated hereby or necessary in connection herewith and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary actions. This Agreement has been duly executed and delivered by Seller and is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Seller: (i) has good and valid title to the Acquired Shares and Warrant, free and clear of all Liens; and (ii) upon delivery of and payment for the Acquired Shares and Warrant in accordance with Section 1.1 hereof, good and valid title to the Acquired Shares and Warrant will pass to the Purchaser free and clear of all Liens.
(c) Third Party Consents. There is no legal impediment to Seller’s consummation of the transactions contemplated by this Agreement, and no filing or registration with, or authorization, consent or approval of any domestic or foreign public body or authority is necessary for the consummation by Seller of the transactions contemplated by this Agreement.
2.2 Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller as follows:
(a) Organization and Power. Purchaser is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, hold and purchase the Acquired Shares and Warrant and to enter into this Agreement and perform its obligations hereunder.
(b) Authorization Execution and Delivery, Etc.. The execution, delivery and performance by Purchaser of this Agreement and all other agreements contemplated hereby or necessary in connection herewith and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all necessary actions. This Agreement has been duly executed and delivered by Purchaser and is a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms.
(c) Third Party Consents. There is no legal impediment to Purchaser’s consummation of the transactions contemplated by this Agreement, and no filing or registration with, or authorization, consent or approval of any domestic or foreign public body or authority is necessary for the consummation by Seller of the transactions contemplated by this Agreement.
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3. CONDITIONS PRECEDENT
3.1 Conditions to Obligations of Each Party. The obligations of each party hereunder are subject to the satisfaction on or prior to the Closing Date of the following conditions, unless waived in writing by Purchaser and Seller:
(a) No Injunction. No court or other governmental body or public authority shall have issued an order which shall then be in effect restraining, enjoining or prohibiting the transactions contemplated by this Agreement.
4. TERMINATION
4.1 Termination by Collective Agreement. This Agreement may be terminated at any time prior to the Closing by the joint written agreement of Seller and Purchaser.
4.2 Termination by Either Party. This Agreement may be terminated by written notice by either party to the other at any time prior to the Closing:
(a) if a representation or warranty contained in Section 3.1 shall become untrue and the breaching party shall have been afforded reasonable opportunity to cure such breach; or
(b) if the transactions contemplated by this Agreement have not been consummated by April 15, 2004 (unless a later date is established by the mutual written consent of such parties before such date).
4.3 Effect of Failure by a Party to Consummate Transaction Due to Breach. Provided that Purchaser, in the event Seller is the breaching party, or Seller, in the event the Purchaser is the breaching party, is not then in breach of any of its own obligations under this Agreement and the Promissory Note, upon (i) termination of this Agreement due to a breach as described in Section 4.2 (a) or (ii) the failure of a party to perform its obligations hereunder after all of the conditions precedent set forth in Section 3 are satisfied, the non-breaching party shall be entitled to reimbursement of all fees and expenses incurred by the non-breaching party and to pursue against the breaching party any and all rights and/or remedies, at law or in equity, to which such non-breaching party may be entitled.
5. MISCELLANEOUS
5.1 Further Assurances. Seller hereby covenants and agrees to and with Purchaser to execute and deliver such additional instruments of sale, assignment, conveyance, transfer or delivery and to take such additional reasonable action as Purchaser may reasonably request to more effectively transfer to and vest in Purchaser, and to put Purchaser in possession of, or give Purchaser the benefit or enjoyment of, any and all of the Acquired Shares and Warrant, free and clear of any and all Liens.
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5.2 Finder’s and Broker’s Fees. Seller and Purchaser each represent and warrant to the other that there are no claims (or any basis therefor) for brokerage commissions, finder’s fees or like payments in connection with this Agreement or the transactions contemplated hereby resulting from any action taken by either of the Purchaser or Seller.
IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement as of the date first written above.
Purchaser:
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/S/ |
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Xxxxxxx X. Xxxxxxxx/Chairman, CEO and President
[Name/Title]
Seller:
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/S/ |
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Xxxxxx Xxxxxxx/Director
[Name/Title]
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