Share Repurchase Agreement
Exhibit
10.1
This
SHARE
REPURCHASE AGREEMENT (this "Agreement"), dated as of December 26, 2007, is
made
by and between Commerce Planet, Inc. (the "Company") and Xxxxxxx Xxxxxxxxx
("Xxxxxxxxx").
WHEREAS,
in November 2006, the Board of Directors of the Company approved a stock
buyback
program pursuant to which the Company would repurchase up to two million
dollars
($2,000,000) of shares of Common Stock of the Company.
WHEREAS,
the Company desires to purchase from Xx. Xxxxxxxxx his 1,800,000 shares of
restricted Common Stock (the "Xxxxxxxxx Shares") at a price per share equal
to
the thirty (30) calendar day trailing average market price for the shares,
which
is $0.34 per share.
NOW,
THEREFORE, in consideration of the mutual covenants contained herein, intending
to be legally bound hereby, the parties agree as follows:
1.
Repurchase of the Xxxxxxxxx Shares.
Upon
the
execution of this agreement, the Company shall repurchase, and Xx. Xxxxxxxxx
shall sell, the Xxxxxxxxx Shares. The Company shall deliver to Xx. Xxxxxxxxx,
in
exchange for the Xxxxxxxxx Shares, $185,000 and a Promissory Note for the
remaining amount of $427,000.00, with the following terms:
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Interest
Rate:
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8.0%
interest until June 30, 2008, 13.0% thereafter. All interest
will compound
daily and be due monthly.
|
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Maturity
Date:
|
June
30, 2008
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Additional
Payment Terms:
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$90,400.00
shall be due February 15, 2008.
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Extension
Terms:
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Company
will have the option to extend the maturity date to December
31, 2008 for
an extension fee of $10,625.00. The interest rate payable during
the
extended term is 13% per annum compounded monthly and is due
monthly.
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Conversion
Privileges:
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The
loan may be converted into Commerce Planet, Inc. registered unrestricted
freely trading shares at the sole discretion of Xx. Xxxxxxxxx
if the loan
is not paid back in full by June 30, 2008. Prior to conversion
Xxxxxxxxx
must provide written intent to the Company
for conversion. Notice will be effective upon receipt by Company.
The date
of receipt will be the effective date for conversion for the
share
pricing. Xxxxxxxxx may convert all or part
of any then due interest or unpaid principal into CPNE
shares at a
maximum cost per share of .34 or at the then current stock price
on the
close of
the date notice is provided, whichever is lower. Any unconverted
principal
or interest will continue to be governed by the terms of this
Agreement.
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2. Income
Tax Reporting.
Any
IRS
Form 1099 or W-2 issued by the Company in connection with the issuance to
Xx.
Xxxxxxxxx of the repurchased shares will reflect a share value at issuance
no
greater than $0.34 per share.
3. Miscellaneous.
a. Counterparts.
This Agreement may be executed in two or more counterparts and by the parties
in
separate counterparts, each of which when so executed shall be deemed to
be an
original, and all of which taken together shall constitute one and the same
instrument.
b. Governing
Law. The validity, performance, construction and effect of this Agreement
shall
be governed by and construed in accordance with the internal laws of the
State
of California, without giving effect to principles of conflicts of
law.
c. Further
Assurances. Each party shall cooperate with, and take such action as may
be
reasonably requested by, another party in order to carry out the provisions
and
purposes of this Agreement, generally, and the transactions contemplated
hereunder.
d. Headings.
The headings in this Agreement are for convenience of reference only and
shall
not constitute a part of the Agreement, nor shall they affect its meaning,
construction or effect.
e. Additional
Payments Due Xxxxxxxxx. All Payments due under Xxxxxxxxx'x 2007 Employment
Agreement signed April 4, 2007 and amended November 5, 2007 will be made
in
accordance with the agreed upon terms and conditions up to the date of
cancellation of the 2007 Xxxxxxxxx Employment Agreement and November 5, 2007
Amendment per the approval by the Commerce Planet, Inc. Board of
Directors.
f. Entire
Agreement. This Agreement, sets forth the entire agreement and understanding
among the parties as to the subject matter hereof and merges with and supercedes
all prior discussions and understandings of any and every nature among
them.
g. Attorneys
Fees Recovery. If either party institutes any court action to enforce or
interpret the terms of this agreement, the prevailing party in the action
shall
be awarded its attorneys fees and court costs incurred in the action in addition
to any judgment obtained.
IN
WITNESS
WHEREOF, the parties have executed this Agreement as of the date first set
forth
above.
Commerce
Planet, Inc.
/s/
Xxxx Xxxx
Xxxx
Xxxx
President
and CEO
/s/
Xxxxxxx Xxxxxxxxx
Xxxxxxx
Xxxxxxxxx
