STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is entered into this 31st day of December
1996, by and among R H FINANCIAL SERVICES, INC. (hereinafter referred to as
the "Purchaser") and NET LNNX, INC., (hereinafter referred to as the "Seller"
or the "Corporation".
In consideration of the mutual agreements contained herein, and upon the basis
of the representations and warranties hereinafter set forth, the parties to
this Stock Purchase Agreement do hereby agree as follows:
SECTION 1
PURCHASE AND SALE OF STOCK
Subject to the terms and conditions of this Agreement, the Corporation
hereby sells, assigns, transfers and delivers to the Purchaser, 500,000 newly
issued restricted shares of common stock of Net Lnnx, Inc.
SECTION 2
CONSIDERATION FOR TRANSFER AND CLOSINGS
At the closing on December 31, 1996, and in full consideration for the
assignment, transfer and delivery to the Purchaser, the Purchaser will deliver
to the Corporation, the sum of $300,000, payable as follows at Closing: The
sum of $25,000 in cash on or before January 6, 1996, $25,000 on or before
January 14, 1996, (when due diligence shall have been completed), and
promissory notes for a total of $250,000 payable $50,000 on January 31, 1997,
$50,000 on March 31, 1997, $50,000 on June 30, 1997 and $50,000 on September
30, 1997, and $50,000 on December 31, 1996.
The Closing shall be held at the offices of Net Lnnx, Inc. on the Closing
Date, unless another time or place is mutually agreed upon by the Corporation
and the Purchaser.
SECTION 3
REPRESENTATIONS AND WARRANTIES BY THE CORPORATION
1. Corporation's Representations and Warranties. The Corporation
represents and warrants to and agrees with Purchaser as follows:
(a) Corporate Organization and Good Standing. Net Lnnx, Inc. is a
corporation duly organized, and validly existing under the laws of the
Commonwealth of Pennsylvania, and has full corporate power and authority to
carry out its business as it is now being conducted and to own and lease
property, and is duly qualified or authorized to do business and is in good
standing in each jurisdiction in which the character and location of the
properties owned or leased by it or the nature of business transacted by it
makes those qualifications or authorizations necessary, except for
jurisdictions in which the failure to be so qualified or authorized or to be
in good standing would not, individually or in the aggregate, have a material
adverse effect on the business or financial condition of Net Lnnx, Inc. Net
Lnnx, Inc. is not presently being challenged as to its right to do business
as presently conducted in any jurisdiction.
(b) Authority. The Corporation has full legal right, power, and
authority to sell, assign and transfer the shares of common stock to
Purchaser, and the delivery of such Shares to the Purchaser pursuant to the
provisions of this Agreement will transfer valid title thereto, free and clear
of all liens, encumbrances, claims, and restrictions of every kind.
(c) No Violation. Net Lnnx is not, and by the execution and
performance of this Agreement, will not be, in breach of any term or provision
of or in default under, and no event has occurred that with the lapse of time
or action by a third party could result in a default under, any outstanding
indenture, mortgage, contract or agreement to which Net Lnnx is a party or to
which Net Lnnx may be subject, or under any provision of its articles of
incorporation or Bylaws. The execution and performance of this Agreement by
Net Lnnx will not violate any order, injunction, decree, statute, rule or
regulation applicable to Net Lnnx or any of its properties or assets.
(d) Title. Net Lnnx owns good and merchantable title free and clear
of any liens, claims, encumbrances, options, charges or assessments to all of
its properties and other assets used in connection with its business,
including, but not limited to, those reflected in the balance sheet of Net
Lnnx and subsidiaries as of September 30, 1996. Net Lnnx carries such
insurance with reputable insurers in respect of its properties and businesses
as is customary for similar businesses and as is adequate for the business
conducted by Net Lnnx.
SECTION 4
MISCELLANEOUS
1. Entire Agreement. This Agreement, and the documents referred to
herein, constitute the entire agreement among the parties and no party shall
be liable or bound to any other party in any manner by any warranties,
representations, or covenants except as specifically set forth herein or
therein. The terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective successors and assigns of the
parties. Nothing in this agreement, express or implied, is intended to confer
upon any third party any rights, remedies, obligations, or liabilities under
or by reason of this Agreement, except as expressly provided in this
Agreement.
2. Governing Law. This Agreement shall be governed by and
construed under the laws of the State of Florida.
3. Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
4. Severability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.
5. Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument. Confirmation of execution by telex or by telecopied facsimile
signature page shall be binding upon any party so confirming or
telecopying.
6. Jurisdiction and Venue. Each of the parties irrevocably and
unconditionally: (a) agrees that any suit, action or other legal proceeding
arising out of or relating to this Agreement may, and to the extent permitted
by the courts of the State of Florida shall be, brought in the courts of
record of the Xxxxx xx Xxxxxxx xx Xxxx Xxxxx Xxxxxx; (b) consents to the
jurisdiction of such courts in any such suit, action or proceeding; and (c)
waives any objection which it may have to the laying of venue of any such
suit, action or proceeding in such courts.
7. Amendments. The provisions of this Agreement may not be amended,
supplemented, waived or changed orally, but only by a writing signed by the
party as to whom enforcement of any such amendment, supplement, waiver or
modification is sought and making specific reference to this Agreement.
IN WITNESS WHEREOF, the parties hereto have hereunto executed this
Agreement on the day and year first above written.
Signed and Delivered in the presence of:
CORPORATION:
NET LNNX, INC.
By: /s/Xxxxxx X. Xxxxxxx
XXXXXX X. XXXXXXX
PURCHASER:
R H FINANCIAL SERVICES, INC.
By: /s/Xxxxxx X. Xxxxx, Xx.
XXXXXX X. XXXXX, XX., PRESIDENT