EXHIBIT 10.0
MEMBERSHIP INTEREST PURCHASE AGREEMENT
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT ("Agreement"), dated as of
February 11, 2000 is by and between e-Net Financial Corporation (the
"PURCHASER"), and Xxxxx Xxxxxx and AMRES holding LLC (collectively the
"SELLERS").
WITNESSETH
WHEREAS, Sellers currently own 100% of the issued and outstanding shares
(the "Shares") of Xxxxx Real Estate LLC (the "Company");
WHEREAS, SELLERS desire to sell to the PURCHASER and PURCHASER desires to
purchase from SELLERS, 100% of SELLERS' right title and interest in and to the
Shares subject to the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the promises and respective mutual
agreements herein contained, it is agreed by and between the parties hereto as
follows:
ARTICLE I
SALE AND PURCHASE OF THE SHARES
1. Sale of the Shares. Upon execution of this Agreement (the "Closing"),
subject to the terms and conditions herein set forth, and on the basis of the
representations, warranties and agreements herein contained, SELLER shall sell
to PURCHASER, and PURCHASER shall purchase from SELLER, the Share.
1.2 Instruments of conveyance and Transfer. At the Closing, SELLERS shall
deliver a certificate or certificates representing 100% of the Shares of COMPANY
to PURCHASER sufficient to transfer all right, title and interest in such Shares
to PURCHASER.
1.3 Consideration and Payment for the Shares. In consideration for the
Shares, PURCHASER shall pay a consideration of 300,000 shares of restricted
common stock, and 100,000, shares of its restricted convertible preferred stock
("Purchase Price"). It is hereby understood that in the event the SELLERS
exchange these preferred shares for common shares of Purchaser, that such common
shares shall be entitled to registration in the event PURCHASER flies a
registration statement with the Securities Exchange Commission during the one
year period of time following the date of this Agreement.
ARTICLE 2
REPRESENTATIONS AND COVENANTS OF SELLERS AND PURCHASER
2.1 SELLERS hereby represent and warrant that
(a) The Shares sold hereunder have been duly authorized by the
appropriate corporate action of the Company.
(b) SELLERS shall transfer title, in and to the Shares, to PURCHASER
free and clear of all liens, security interests, pledges,
encumbrances, charges, restrictions, demands and claims, of any
kind and nature whatsoever, whether direct or indirect or
contingent.
2.2 On the Closing Date, SELLERS shall deliver to the PURCHASER
certificates representing 100% of the issued and outstanding Shares of the
COMPANY and PURCHASER shall deliver to SELLERS two certificates evidencing
shares of convertible preferred stock and restricted common stock: 1 million
shares of restricted convertible preferred in the name of AMRES Holding LLC and
300,000 shares of restricted common to Xxxxx Xxxxxx, all of which shall contain
a legend as follows:
THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF
COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
2.3 PURCHASER acknowledges and agrees that SELLER makes no other
representations or warranties with respect to the Shares or the COMPANY.
2.4 SELLERS have full power and authority to execute this Agreement and no
further action will be necessary on either of their parts to make this Agreement
valid arid binding upon SELLERS in accordance with its terms.
2.5 PURCHASER represents and warrants to SELLER as follows:
(a) Upon issuance, the preferred shares evidencing the Purchase Price
shall be duly authorized and validly issued in. accordance with the terms of
this Agreement. These shares be issued free and clear of all liens and
encumbrances and the Purchaser has full right, title and interest to issue these
preferred shares to Seller.
(b) PURCHASER has had a full opportunity to inspect the books and
records of the COMPANY and to make any and all inquiries of COMPANY officers and
directors regarding the COMPANY and its business as PURCHASER has deemed
appropriate.
(c) PURCHASER is acquiring the Shares solely for its own account as
principal, for investment purposes only and no other person or entity has a
direct or indirect beneficial interest in such Shares. Each of the PURCHASER
represents that it has full power and authority to execute this Agreement and to
consummate the transactions contemplated herein.
ARTICLE 3
CLOSING AND DELIVERY OF DOCUMENTS
3.1 Closing. The Closing shall be deemed to have occurred upon execution of
this Agreement and tender of consideration to the Seller. Immediately upon such
execution, the following shall occur as a single integrated transaction:
(a) Delivery by SELLER. SELLER shall deliver to PURCHASER the stock
certificate evidencing 100% of the shares of the Company and any and all other
instruments of conveyance and transfer required by Section 1.2 to consummate the
issuance of the Shares hereunder and as further described in Section 1.2.
(b) Delivery by PURCHASER. PURCHASER shall deliver the Purchase Price
as required in Section 1.3.
ARTICLE 4
MISCELLANEOUS
4.1 Entire Agreement. This Agreement sets forth the entire agreement and
understanding of the parties hereto with respect to the transactions
contemplated hereby, and supersedes all prior agreements, arrangements and
understandings related to the subject matter hereof.
4.2 Waiver and Amendment. Any term, provision, covenant, representation,
warranty or condition of this Agreement may be waived, but only by a written
instrument signed by the party entitled to the benefits thereof. The failure or
delay of any party at any time or times to require performance of any provision
hereof or to exercise its rights with respect to any provision hereof shall in
no manner operate as a waiver of or affect such party's right at a later time to
enforce the same.
4.3 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
together constitute one and the same instrument.
4.4 Attorneys' Fees. Except as otherwise provided herein, if a dispute
should arise between the parties including, but not limited to arbitration, the
prevailing party shall be reimbursed by the non-prevailing party for all
reasonable expenses incurred in resolving such dispute, including reasonable
attorneys' fees exclusive of such amount of attorneys' fees as shall be a
premium for result or for risk of loss under a contingency fee arrangement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of
the date first written hereinabove.
PURCHASER:
ENET FINANCIAL CORPORATION
By: /s/
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Title: President
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SELLERS:
/s/ Xxxxx Xxxxxx
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XXXXX XXXXXX
AMRES HOLDING LLC
By: /s/
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Title:
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