EXHIBIT 2.9
AGREEMENT FOR PURCHASE AND SALE OF STOCK
This Agreement is entered into as of this 25th day of May, 1999 by and
between eSynch Corporation, a Delaware corporation ("Seller"), and Xxxxxxx
Consultants, Limited, an Isle of Man corporation ("Buyer"), with regard to
the following facts:
R E C I T A L S:
A. Seller is the record owner of 1,000 shares of Common Stock (the
"Shares"), comprising all of the issued and outstanding shares of capital
stock of Softkat, Inc., a California corporation (the "Company").
B. The Seller desire to sell to the Buyer, and the Buyer desires to
purchase from the Seller, the Shares and the Equipment, on the terms and
conditions hereinafter set forth.
A G R E E M E N T
NOW, THEREFORE, for good and valuable considerations, receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. SHARES. The Seller agrees to sell to the Buyer, and the Buyer agrees
to purchase from the Seller, the Shares.
2. BUYER INDEMNIFICATION. The Buyer will indemnify, defend and hold
harmless the Seller from any claims, damages, costs, losses and expenses in
any way related to the Company and arising from the conduct or operation of
its business and Assets from and after the Closing.
3. PURCHASE PRICE. The Seller shall receive $150,000, $50,000 upon sale
and $100,000 within 180 days in immediately available funds (the "Purchase
Price").
4. CLOSING PAYMENTS. At the Closing, the Purchase Price shall be
payable to the Seller account, as designated by Seller prior to the Closing,
by wire transfer.
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5. CLOSING. The closing of the purchase and sale provided for in this
Agreement (the "Closing") shall be held at the offices of Seller, located at
00000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000 on or before May 25, 1999, promptly
after such time as the conditions stated herein are satisfied, at a mutually
acceptable time. Prior to the Closing, the Seller will cause the Company to
conduct its business in a manner consistent with the operation of the Company
as of the date hereof. On and following the Closing, the Buyer will assume
full responsibility for the Company's conduct of business.
6. SELLER' REPRESENTATIONS. Seller represents and warrants that:
(a) Seller has full power and authority to enter into and perform
this Agreement and to sell and deliver the 1,000 shares of Common Stock of
the Company now held in Seller's name. The Shares will be delivered to the
Buyer as of the Closing free and clear of liens, encumbrances or claims of
any kind, except for any restrictions against transfers of the Shares
pursuant to California and U.S. Securities Laws. This Agreement and all
documents and instruments hereunder are enforceable against Seller in
accordance with their respective terms. The entering into and performance of
this Agreement by Seller does not and will not violate or breach any
agreement or instrument to which it is a party or by which it is bound.
(b) The Company is a corporation duly organized, validly
existing, and in good standing under the laws of the State of California and
has all necessary requisite corporate powers to own and operate its
properties and to operate its business as now owned and operated by it, and
neither the ownership of its properties nor the nature of its business
requires the Company to be qualified in any jurisdiction other than the state
of California. The Company has no subsidiaries except for Sonoma Multimedia,
Inc., a California corporation ("Sonoma"). Sonoma is a corporation duly
organized, validly existing, and in good standing under the laws of the State
of California and has all necessary requisite corporate powers to own and
operate its properties and to operate its business as now owned and operated
by it, and neither the ownership of its properties nor the nature of its
business requires the Company to be qualified in any jurisdiction other than
the state of California.
(c) The authorized capital stock of the Company consists of 1,000
shares of Common Stock, par value $.001 per share, of which 1,000 shares are
issued and outstanding, and all of which are registered in the name of the
Seller, and are held by the Seller free and clear of any encumbrance, pledge,
lien, claim or restriction (other than restrictions on resale under federal
and state securities laws) and no other shares are outstanding or reserved
for issuance under outstanding convertible notes or other securities or
arrangements, and such stock is validly issued, fully-paid and
non-assessable. The authorized capital stock of Sonoma consists of 1,000,000
shares of capital stock, without par value, of which a total of 1,000,000
shares are issued and outstanding, and all of which are registered in the
name of the Company, and are held by the Company free and clear of any
encumbrance, pledge, lien, claim or restriction (other than restrictions on
resale under federal and state securities laws) and no other shares are
outstanding or reserved for issuance under outstanding convertible notes or
other securities or arrangements, and such stock is validly issued,
fully-paid and non-assessable.
7. BUYER REPRESENTATIONS. The Buyer represents and warrants that:
(a) The Buyer is a corporation duly organized, validly existing
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and in good standing under the laws of Isle of Man and has all necessary
requisite corporate powers to enter into and perform its obligations under
this Agreement, and the execution and delivery of the Agreement has been
authorized by all necessary corporate action on the part of the Buyer. The
Buyer has full right, power and authority to enter into and perform this
Agreement, and this Agreement and all documents and instruments hereunder are
binding and enforceable against the Buyer in accordance with their respective
terms.
(b) The entering into and performance of this Agreement by the
Buyer does not and will not violate or breach any agreement or instrument to
which it is a party or by which either it or its assets is bound.
(c) Following the Closing, the Buyer will cause the Company and
its successors and affiliates to give the Seller full access to the financial
statements and records and other such documents and records, excluding
customer identification information not otherwise required, necessary for
Seller to determine or the proration of expenses required hereunder or
reasonably related thereto or required for the Seller' tax return preparation
and verification or required for defense of claims against the Seller.
8. THE CLOSING. At the Closing, the following documents and materials
will be delivered:
(a) BY THE SELLER:
(i) Certificates evidencing the Shares properly endorsed for
transfer to, or accompanied by a duly executed stock power in favor of, the
Buyer or its nominee.
(ii) Resignation of Company Officers and Directors (Exhibit E).
(iii) Changes of bank signature authorizations in favor of
designates of Buyer.
(b) BY THE BUYER AND/OR THE COMPANY:
(i) All payments required by Article II of this Agreement.
9. In the event any sales or transfer tax obligation arises out of this
transaction under California law, said sales or transfer tax shall be paid
exclusively by the Seller. In the event any sales or transfer tax obligation
arises out of this transaction under foreign law or any law applicable to
Buyer other than California law, said sales or transfer tax shall be paid
exclusively by the Buyer.
10. This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and assigns.
11. This Agreement, including the exhibits hereto and the documents and
instruments expressly contemplated hereby, contains the entire agreement
between the parties hereto with respect to the purchase and sale and other
transactions contemplated herein, and supersedes all prior negotiations or
agreements. Each of the parties acknowledges and agrees that it has relied
upon no representations or promises other than those expressly contained
herein in deciding to execute and deliver this Agreement. This Agreement may
not be
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changed, modified, or discharged orally or otherwise than in writing, signed
by the parties hereto or their respective successors and assigns.
12. All agreements, undertakings, representations and warranties of the
Seller and the Buyer provided for herein, shall survive and continue after
the execution hereof.
13. All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given on
the date of service if served personally on the party to whom notice is to be
given, or seventy-two (72) hours after mailing if mailed to the party to whom
notice is to be given, by first-class mail, registered or certified, postage
prepaid, and properly addressed as follows:
To the Seller: Xxx Xxxxxxxxx, Chief Executive
Officer
eSynch Corporation
00000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
To the Buyer: Xxxxxxx Consultants Limited
Xxxxxxxx Xxxxx
Xxxxx Xxxx
Xxxxxxx, Xxxx xx Xxx
XX00XX
or to such other address as shall be furnished in writing by either party to
the other, as specified above, and any notice or communication so given shall
be deemed to have been given as of the date so mailed.
14. Following the execution hereof, the parties shall take such
action and execute and deliver such documents, as may be reasonably necessary
or appropriate to effectuate the intention of this Agreement and the
transaction provided for herein.
15. Any controversy or claim arising out of, or relating to, this
Agreement, or the making, performance or interpretation thereof, shall be
settled by arbitration in Orange County, California in accordance with the
Rules of the American Arbitration Association then existing, and judgment on
the arbitration award may be entered in any court having jurisdiction over
the subject matter of the controversy. The prevailing party shall be entitled
to recover reasonable attorneys' fees and costs of collection in connection
with such arbitration or any action in court or otherwise to enforce any
arbitration award.
16. This Agreement may not be assigned or transferred by any party
prior to closing without the prior written consent of the other parties. This
Agreement and its terms and exhibits shall inure to the benefit of, and bind,
the successors and assigns, representatives and beneficiaries of the parties
by operation of law or otherwise.
IN WITNESS WHEREOF, the parties to this Agreement have duly executed
it as of the day and year first above written.
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SELLER:
eSynch CORPORATION
/S/ XXXXXX XXXXXXXXX
-----------------------------
Xxxxxx Xxxxxxxxx,
Chief Executive Officer
/S/ XXXXXXX XXXX
-----------------------------
T. Xxxxxxx Xxxx, Secretary
BUYER:
By: /S/ XXXXX X. XXXXXXXXX-XXXXXXX
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Xxxxx X. Xxxxxxxxx-Xxxxxxx,
Power of Attorney for:
Geoff and Xxxxxxxx Xxxx,
Directors
/S/ XXXXX X. XXXXX
---------------------------------
Witness: Xxxxx X. Xxxxx
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