MEMBERSHIP PURCHASE AGREEMENT
THIS
MEMBERSHIP PURCHASE AGREEMENT (this "Agreement") is entered into as of this
26th
day of March, 2007 by and between Energtek Inc., a Nevada corporation or an
affiliate thereof (“Purchaser") and HEEF Holdings Ltd, a company organized under
the laws of St. Kitts and Nevis ("Seller").
Preliminary
Statement
Seller
desires to sell to Purchaser, and Purchaser desires to buy from Seller, all
their membership interests (the “Membership Interests”), of Primecyl LLC, a New
York limited liability company(the “Company”), on the terms and subject to the
conditions set forth in this Agreement.
In
consideration of the foregoing and the mutual promises contained herein, the
parties agree as follows:
1.
PURCHASE
AND SALE OF MEMBERSHIP INTERESTS. Upon the terms and subject to the conditions
set forth in this Agreement, Seller shall sell, assign, transfer and convey
to
Purchaser, and Purchaser shall purchase, obtain and acquire from Seller, all
of
Seller's right, title and interest in and to the Membership Interests, free
and
clear of all claims, liens, mortgages, charges, security interests, encumbrances
and other restrictions and limitations of any kind whatsoever. In addition
Seller sells, transfers and assigns to Purchaser all of Seller's rights on
the
debts of the Company towards Seller.
2.
PURCHASE
PRICE. The total purchase price for the Membership Interests and for the debts
of the Company towards Seller is Forty Thousand Dollars ($40,000) (the “Purchase
Price”).
3.
DELIVERIES.
In consideration for the Seller's sale, assignment, transfer and conveyance
of
the Membership Interests, Purchaser hereby undertakes to transfer to Seller
the
Purchase Price within five banking days from the signing of this Purchase
Agreement, and following the delivery by Seller to Purchaser of a power duly
executed by Seller evidencing the transfer of Membership Interests to Purchaser.
4.
REPRESENTATIONS OF SELLER. Seller hereby represents and warrants to Purchaser
as
follows:
(a)
Seller is a duly organized and validly existing company in good standing under
the laws of Nevis
(b)
The
Company is duly organized and validly existing limited liability company in
good
standing under the laws of the State of New York. A copy of the proof of
publication of the Company is attached hereto.
(c)
Neither the execution or delivery of this Agreement nor the performance of
its
obligations hereunder conflict with or result in a breach of or constitute
a
default under or will result in the creation of or an imposition of any claim,
lien, mortgage, charge, security interest, encumbrance and other restrictions
and limitations of any kind whatsoever (collectively, “Encumbrances”) upon any
of the properties or assets of Seller or any agreement to which Seller may
be a
party or by which its property or assets may be subject.
(d)
Seller has full right, power and authority to enter into this Agreement and
to
consummate the sale of the Membership
Interests.
This
Agreement has been duly and validly executed and delivered by Seller, and is
a
valid and binding agreement of the Seller, enforceable in accordance with its
terms.
(e)
The
execution, delivery and performance of this Agreement by the Seller does not
and
will not conflict with or violate any provision of law or regulation, or any
writ, order or decree of any court, governmental regulatory authority or agency
or any applicable license, franchise, certificate, permit, authorization,
approval or consent, which would have a material adverse effect on it, or any
provision of its Certificate of Incorporation or By-laws, and do not and will
not result in a breach of, or constitute a default under or require any consent
pursuant to any agreement, contract, arrangement or understanding to which
it is
a party. The execution and delivery of this Agreement and the purchase of the
Membership
Interests
by the
Purchaser (i) requires no consent, approval or authorization from any court,
governmental regulatory authority or agency or any other person; and (ii) will
not result in the execution or impo-si-tion of any lien, charge or encumbrance
upon any of its property under any indenture or instrument to which it is a
party, or by which any of its property or business may be bound.
(f)
The
Seller is the sole record and legal owner of the Membership Interests, and
has
good and valid title to the Membership Interests, free and clear of any
Encumbrances. Upon payment of the Purchase Price, Purchaser shall be the lawful
record and beneficial owner of the Membership Interests, free and clear of
all
Encumbrances. The Membership Interests have been legally and validly issued
and
are fully paid and non-assessable. There are no agreements, arrangements, or
understandings with respect to the Membership Interests or the Seller’s
ownership thereof. The Membership Interests were not issued in violation of
any
preemptive or any other rights. The Membership Interests represent all the
ownership in the Company, and there are no options, warrants, convertible
securities or other rights, agreements, arrangements, or commitments of any
character relating to the membership interests of the Company or obligating
the
Seller or the Company to issue or sell any membership interests of, or any
other
interest in, the Company. There are no outstanding contractual obligations
of
the Seller or the Company to repurchase, redeem or otherwise acquire any
membership interests of the Company or to provide funds to, or make any
investment (in the form of a loan, capital contribution or otherwise) in, any
other person or entity. There is no operating agreement, voting agreements,
proxies or any other agreements or arrangements with respect to the Membership
Interests.
(g) The
Seller is not a party to or threatened with, any litigation, suit, action,
investigation, proceeding or controversy before any federal, state or local
or
any foreign government, governmental, regulatory or administrative authority,
agency or commission or any court, tribunal, or judicial or arbitral body
(“Governmental Authorities”).
(h)
The
only
asset of the Company is the 99.5% membership interest in Ukcyl, a limited
liability company organized under the laws of Ukraine. The only liabilities,
debts or obligations of the Company are indicated on Schedule A attached
hereto.
(i) The
Company has timely prepared and filed all tax returns required to have been
filed by the Company with all appropriate Governmental Authorities and timely
paid all taxes shown thereon or otherwise owed by it. There are no unpaid
assessments against the Company or any basis for the assessment of any
additional taxes, penalties or interest for any fiscal period or audits by
any
Governmental Authority. All taxes that the Company is required to withhold
or to
collect for payment have been duly withheld and collected and paid to the proper
Governmental Authority or third party when due. There are no tax liens or claims
pending or threatened against the Company or any of its assets or property.
There are no outstanding tax sharing agreements or other such arrangements
between the Company and any person.
5.
REPRESENTATIONS OF PURCHASER. Purchaser hereby represents and warrants to Seller
as follows:
(a)
Purchaser understands that the Membership Interests have not been registered
under the Securities Act of 1933 (the "1933 Act") or the laws of any state,
that
the sale of the Membership Interests to Purchaser is being undertaken in
reliance upon an exemption from the registration requirements of the 1933 Act
if
applicable, and that the certificates evidencing the Membership Interests will
be endorsed with a restrictive legend if required.
(b)
Purchaser: (i) is acquiring the Membership Interests solely for Purchaser's
own
account for investment purposes only and not with a view toward resale or
distribution thereof, in whole or in part; (ii) has no contract, undertaking,
agreement or other arrangement, in existence or contemplated, to sell, pledge,
assign or otherwise transfer the Membership Interests to any other person;
(c)
Purchaser
has full
right, power and authority to enter into this Agreement and to consummate the
sale of the Membership
Interests.
This
Agreement has been duly and validly executed and delivered by Purchaser, and
is
a valid and binding agreement of the Purchaser, enforceable in accordance with
its terms.
6.
MISCELLANEOUS.
(a)
This
Agreement represents the entire agreement between the parties hereto with
respect to the transactions contemplated hereby and supersedes all prior
agreements with respect thereto, whether written or oral.
(b)
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York, without regard, however, to such jurisdiction's principles
of
conflict of laws.
(c)
This
Agreement may be executed in counterparts and by facsimile, each of which shall
be an original, but all of which shall constitute but one
Agreement.
IN
WITNESS WHEREOF, the parties have executed this agreement as of the date of
first written above.
| HEEF HOLDINGS Ltd | ||
| |
|
|
| Date: | By: | /s/ Xxxxxx Xxxxxxxx |
|
Name: Xxxxxx Xxxxxxxx |
||
| Title: Director | ||
| ENERGTEK INC. | ||
| |
|
|
| Date: | By: | /s/ Xxxxx Xxxxx |
|
Name: Xxxxx Xxxxx |
||
|
Title:
President, Chief Executive Officer
Chief
Financial Officer and Director
Chief
Accounting Officer
(Principal
Executive, Financial and Accounting
Officer)
|
||
SCHEDULE
A
The
debts
of Primecyl LLC (and Ukcyl Ltd.) are those reflected in the financials of
Primecyl LLC and Ukcyl Ltd. hereinbelow.
|
PRIMECYL
Balance
Sheet
As
of March 15, 2007
|
|
As
of 15/Mar/07
|
||||
|
Assets
|
||||
|
Current
Assets
|
||||
|
Cash
|
$
|
29,673
|
||
|
Total
Current Assets
|
$
|
29,673
|
||
|
Total
Assets
|
$
|
29,673
|
||
|
Liabilities
& Equity
|
||||
|
Liabilities
|
||||
|
Current
Liabilities
|
||||
|
Accounts
payable
|
$
|
3,000
|
||
|
Accounts
payable - Parent Company
|
$
|
37,900
|
||
|
Total
Current Liabilities
|
$
|
40,900
|
||
|
Equity
|
||||
|
Common
Stock
|
-
|
|||
|
Additional
Paid-in Capital
|
1,000
|
|||
|
Accumulated
losses
|
$
|
(12,227
|
)
|
|
|
Total
Equity
|
$
|
(11,227
|
)
|
|
|
Total
Liabilities & Equity
|
$
|
29,673
|
||
|
PRIMECYL
Profit
and Loss
For
the period January 1 - March 15,
2007
|
|
1/Jan/07
- 15/Mar/07
|
||||
|
Ordinary
Income/Expense
|
||||
|
Expense
|
||||
|
Consulting
|
$
|
4,800
|
||
|
Legal
and Legal Fees
|
$
|
4,546
|
||
|
Accounting
|
$
|
1,100
|
||
|
Travel
Expense
|
$
|
1,781
|
||
|
Total
Expense
|
$
|
12,227
|
||
|
Net
Losses
|
$
|
(2,227
|
) | |
|
PRIMECYL
Cash
Flow Statement
For
the period January 1 - March 15,
2007
|
|
1/Jan/07
- 15/Mar/07
|
||||
|
OPERATING
ACTIVITIES
|
||||
|
Net
Income
|
$
|
(12,227
|
)
|
|
|
Adjustments
to reconcile net income to net cash provided by Operating
Activities
|
||||
|
Accounts
Payable
|
$
|
3,000
|
||
|
Net
Cash provided by Operating Activities
|
$
|
(9,227
|
)
|
|
|
INVESTING
ACTIVITIES
|
-
|
|||
|
|
||||
|
Net
Cash provided by Investing Activities
|
-
|
|||
|
FINANCING
ACTIVITIES
|
||||
|
Loan
from parent company
|
$
|
37,900
|
||
|
Issuance
of common stock
|
$
|
1,000
|
||
|
Net
Cash provided by Financing Activities
|
$
|
38,900
|
||
|
Net
cash change for the Period
|
$
|
29,673
|
||
|
Cash
at beginning of the period
|
-
|
|||
|
Cash
at end of the Period
|
$
|
29,673
|
||
|
UKCYL
Balance
Sheet
As
of March 15, 2007
|
|
As
of 15/Mar/07
|
||||
|
Assets
|
||||
|
Current
Assets
|
||||
|
Cash
|
$
|
29,673
|
||
|
Total
Current Assets
|
$
|
29,673
|
||
|
Total
Assets
|
$
|
29,673
|
||
|
Liabilities
& Equity
|
||||
|
Liabilities
|
||||
|
Current
Liabilities
|
||||
|
Accoutns
payable
|
$
|
3,000
|
||
|
Total
Current Liabilities
|
$
|
3,000
|
||
|
Equity
|
||||
|
Common
Stock
|
-
|
|||
|
Additional
Paid-in Capital
|
$
|
30,000
|
||
|
Accumulated
losses
|
$
|
(3,327
|
)
|
|
|
Total
Equity
|
$
|
26,673
|
||
|
Total
Liabilities & Equity
|
$
|
29,673
|
||
|
UKCYL
Profit
and Loss
For
the period January 1 - March 15,
2007
|
|
1/Jan/07
- 15/Mar/07
|
||||
|
Ordinary
Income/Expense
|
||||
|
Expense
|
||||
|
Consulting
|
$
|
3,000
|
||
|
Legal
and Legal Fees
|
$
|
196
|
||
|
Travel
Expense
|
$
|
131
|
||
|
Total
Expense
|
$
|
3,327
|
||
|
Net
Losses
|
$
|
(3,327
|
)
|
|
|
UKCYL
Cash
Flow Statement
For
the period January 1 - March 15,
2007
|
|
1/Jan/07
- 15/Mar/07
|
||||
|
OPERATING
ACTIVITIES
|
||||
|
Net
Income
|
$
|
(3,3,27
|
)
|
|
|
Adjustments
to reconcile net income to net cash provided by Operating
Activities
|
||||
|
Accounts
payable
|
$
|
3,000
|
||
|
Net
Cash provided by Operating Activities
|
$
|
(327
|
)
|
|
|
INVESTING
ACTIVITIES
|
||||
|
|
- | |||
|
Net
Cash provided by Investing Activities
|
-
|
|||
|
FINANCING
ACTIVITIES
|
||||
|
Issuance
of common stock
|
$
|
30,000
|
||
|
Net
Cash provided by Financing Activities
|
$
|
30,000
|
||
|
Net
cash change for the Period
|
$
|
29,673
|
||
|
Cash
at beginning of the period
|
-
|
|||
|
Cash
at end of the Period
|
$
|
29,673
|
||
Membership
Transfer Deed
We,
the
undersigned, HEEF
Holdings Ltd. (hereinafter
- the “Transferor”),
for
the consideration specified in the Purchase Agreement, signed on March 26,
2007,
do hereby transfer to Energtek
Inc.
(hereinafter - the “Transferee”),
all
of our membership interest in Primecyl LLC, on the same conditions as the
Transferor held the same immediately prior to such transfer thereof, free and
clear of any lien, encumbrance, pledge or mortgage of any kind and of any rights
of third parties.
And
the
Transferee hereby accepts the transfer of such membership interest subject
to
said conditions.
IN
WITNESS WHEREOF the Transferor and the Transferee have executed this instrument
this 26th day of March, 2007.
|
Transferor
/s/
Xxxxxx Xxxxxxxx
|
Transferee
/s/
Xxxxx Xxxxx
|
||
|
HEEF
Holdings Ltd.
|
Energtek
Inc.
|
||
|
By:
Xxxxxx Xxxxxxxx
Director
|
By:
Xxxxx Xxxxx
President
|
Debt
Transfer Deed
We,
the
undersigned, HEEF
Holdings Ltd. (hereinafter
- the “Transferor”),
for
the consideration specified in the Purchase Agreement, signed on March 26,
2007,
do hereby transfer to Energtek
Inc.
(hereinafter - the “Transferee”),
all
of our rights to the debts of Primecyl LLC towards us, on the same conditions
as
the Transferor held the same immediately prior to such transfer thereof, free
and clear of any lien, encumbrance, pledge or mortgage of any kind and of any
rights of third parties.
And
the
Transferee hereby accepts the transfer of such rights on the debts of Primecyl
LLC towards transferor
IN
WITNESS WHEREOF the Transferor and the Transferee have executed this instrument
this 26th day of March, 2007.
|
Transferor
/s/
Xxxxxx Xxxxxxxx
|
Transferee
/s/
Xxxxx Xxxxx
|
||
|
HEEF
Holdings Ltd.
|
Energtek
Inc.
|
||
|
By:
Xxxxxx Xxxxxxxx
Director
|
By:
Xxxxx Xxxxx
President
|
