EXHIBIT 2
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SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this "Agreement"), dated as of
December 3, 2002, is entered into by and between Primesoft LLC, a wholly owned
subsidiary of Goldstone Technologies Ltd, a Delaware corporation ("Purchaser"),
and The Travelers Indemnity Company, a Connecticut corporation ("Seller").
I. RECITALS
Upon the terms set forth in this Agreement, Seller desires to sell and
Purchaser desires to purchase the following securities (collectively, the
"Securities") issued by Enherent Corp., a Delaware corporation (the "Company"):
2,750,000 shares of Series A Senior Participating Convertible Preferred Stock,
par value $.001 per share (the "Shares"), and warrants (the "Warrants") to
purchase 1,875,000 shares of the Company's common stock.
The Seller acquired the Securities from the Company in April 2000 in a
transaction that was not registered under the Securities Act of 1933 (the
"Securities Act").
AGREEMENT
On the basis of the foregoing and the mutual promises contained herein,
the parties agree as follows:
1. PURCHASE AND SALE OF SECURITIES
1.1 Purchase. Upon the terms and subject to the conditions of this
Agreement, on the Closing Date described below, (i) Seller shall sell, assign,
convey, transfer and deliver to Purchaser or its designee the Securities, free
and clear of any pledge, security interest, lien, charge, option, encumbrance or
other third party claim (collectively, "Liens"), and shall deliver to Purchaser
the certificates representing the Securities and (ii) Purchaser shall pay to
Seller the aggregate cash consideration of $310,000.00 by wire transfer of
immediately available funds. The parties agree that $1,000.00 of the purchase
price shall be allocated to the Warrants, and the balance shall be allocated to
the Shares.
1.2 Closing. A closing with respect to the transactions provided for in
this Agreement (the "Closing") shall take place by Friday, December 6, 2002 (the
"Closing Date"). All deliveries to take place at the Closing shall take place
simultaneously, and no delivery shall be considered to have been made until all
such deliveries have been completed.
2. REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of Seller. Seller hereby represents
and warrants to Purchaser as follows:
(a) Seller is a corporation duly incorporated, validly existing and in
good standing under the laws of the state of Connecticut and has the requisite
corporate power and authority to sell, assign, convey, transfer and deliver the
Securities and to enter into this Agreement and perform its obligations
hereunder.
(b) The execution, delivery and performance by Seller of this Agreement
and the consummation by Seller of the transactions contemplated hereby 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 has good and
valid title to the Securities, free and clear of all Liens; and upon delivery of
and payment for the Securities in accordance with Section 1.1 hereof, good and
valid title to the Securities will pass to the Purchaser free and clear of all
Liens.
(c) 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) Purchaser is a limited liability company duly formed, validly
existing and in good standing under the laws of Delaware and has the requisite
corporate power and authority to own, hold and purchase the Securities and to
enter into this Agreement and perform its obligations hereunder.
(b) The execution, delivery and performance by Purchaser of this
Agreement and the consummation by Purchaser of the transactions contemplated
hereby 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) 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.
(d) Purchaser is a sophisticated investor, capable of understanding the
risks of investing in the Securities, and has made such investigation of the
Company and the terms of the Securities as it deemed appropriate, without
reliance on any information provided by Seller. Purchaser is acquiring the
Securities as principal for its own account, and not with a view to any
distribution that would violate the Securities Act or other applicable laws.
Purchaser understands that the certificates representing the Securities bear
legends indicating that the Securities have been issued in transactions that
have not been registered under the Securities Act.
2.3 Finder's and Broker's Fees. Seller and Purchaser each represent and
warrant to the other that there are no claims on each other (or any basis
therefore) 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 the party making such representation and warranty.
2.4 No Additional Representations or Warranties. Neither Purchaser nor
Seller has made or is making any additional representations, warranties or
agreements, express or implied, relating to the Securities or the transactions
contemplated by this Agreement, except as explicitly set forth in this
Agreement.
3. MISCELLANEOUS
3.1 Further Assurances. Each party hereby covenants and agrees to and
with the other to execute and deliver such additional instruments and to take
such additional reasonable action as the other party may reasonably request to
more effectively transfer the Securities to Purchaser and to complete the
transactions contemplated by this Agreement.
3.2 Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings relating to such
subject matter.
3.3 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
shall be one and the same document.
3.4 Expenses. Each of the Seller and the Purchaser shall bear its own
expenses in connection with the transactions contemplated hereby.
3.5 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, exclusive of its choice of
law and conflicts of law rules.
IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement as
of the date first written above.
PURCHASER: SELLER:
By By
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K. Xxxxxxxx Xxx Xxxxxxxxx Xxxxxxx
Goldstone Technologies, Ltd. Managing Director
Primesoft Inc.,
3rd Dec, 2002
