AGREEMENT FOR PURCHASE AND SALE OF STOCK
THIS AGREEMENT (this "Agreement"), is effective as of the 20th day of January
2002, is made by and between Bodet LTD, a BVI corporation ("Seller") and Xxxxxxx
X. Xxxxxxx, Xx. ("Buyer").
ARTICLE I
1.1 Purchase and Sale of the Shares. Seller owns a total of 310,418 (three
hundred ten thousand four hundred eightteen) common shares of YOURNET common
stock. These shares are subject to restrictions pursuant to a shareholder voting
agreement attached hereto as exhibit "A". Seller desires to sell and Buyer
desires to purchase these shares as set forth in that agreement on the terms and
conditions set forth herein.
1.2 Purchase Price. The purchase price ("Purchase Price"), constituting full
consideration for sale, transfer and assignment of these shares shall be shall
be $ 15,520.90 or the equivalent of $ 0.05 per share. Receipt of the payment is
hereby acknowledged.
1.3 Transfer of Shares. Subject to the terms and conditions set forth in this
agreement, Seller shall assign, convey and transfer to Buyer the stock free and
clear of all liens, claims and encumbrances and the rights of third parties
except as otherwise provided herein. The conveyance, assignment, transfer or
delivery of the stock shall be effected by delivery to Buyer by Seller
instruments of general assignment, and all such bills of sale, endorsements,
assignment, and other good and sufficient instruments of conveyance and of
transfer as Buyer may reasonable request to vest more effectively in Buyer all
right, title and interest of Buyer in the Company together with the necessary
books, records, specifications, and other data relating to the Company, as
Seller may possess (collectively herein, the "Transfer Documents").
1.4 Buyer Acknowledgements. In addition to the representations and warranties
made by Buyer in Article III, Buyer acknowledges and agrees to the following:
(a) The shares shall be restricted pursuant to a shareholder voting
agreement which is attached hereto as exhibit "A". All terms of that agreement
are hereby incorporated by reference. Buyer agrees to abide by all the terms and
conditions of the shareholder voting agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Buyer as follows:
2.1 Corporate Organization. The Seller is an individual with all requisite
power and authority to carry on its business as is now being conducted.
2.2 Authorization. Seller has full power and authority to enter into this
Agreement and to carry out the transactions contemplated hereby.
2.3 Absence of Dividends. Since inception of the corporation, there has not
been any declaration, setting aside or payment of any dividend or distribution,
whether in cash, stock or property in respect YOURNET's capital stock, or any
redemption, purchase or other acquisition of such capital stock by the Company.
2.4 Contracts. Company is not in material default or
alleged to be in material default under any real property lease.
2.5 Litigation. To the knowledge of Seller, there is no material suit,
action, investigation or proceeding pending, nor have any of the foregoing been
threatened against YOURNET or Seller which, if adversely determined, would
materially and adversely affect YOURNET.
2.6 Encumbrance. To the knowledge of Seller, the assets of the Company
are not subject to any encumbrance.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller as follows:
3.1 Corporate Organization, etc.Buyer is an individual who resides in
Los Angeles, California.
3.2 Authorization.Buyer has is financially able to purchase the Shares
for the stated purchase price.
ARTICLE IV
COVENANTS OF SELLER
From the date hereof and until the Closing, except as
otherwise consented to or approved by Buyer in writing, Seller
covenants and agrees (and will cause YOURNET to act or refrain from acting
where required hereinafter) as follows:
4.1 Operation of Business. (i) the Company will operate its business with
reasonable business prudence; (ii) the Company will not pay or agree to pay any
dividends and will not make any changes to its organization structure; (iii)
will maintain (except for expiration due to lapse of time or action by the other
party) all material real property leases and customer contracts; and (iv) will
maintain the Company's insurance coverage currently in existence.
4.2 Consultants, Brokers and Finders. Seller represents that he has not retained
any consultant, broker or finder in connection with this transaction. Seller
agrees to indemnify and hold Buyer harmless against any claim or liability for
any brokerage fees, commissions or finders' fees in connection with the
transactions contemplated herein, except to the extent that such liability arose
from the acts of Buyer.
4.3 Consents. Seller will exercise reasonable efforts to assist in obtaining any
regulatory, third-party or other consents required in order to effect the
transaction contemplated by this Agreement including a Final Order.
ARTICLE V
COVENANTS OF BUYER
Buyer hereby covenants and agrees with Seller that:
5.1 Buyer represents that it has not retained any consultant, broker or finder
in connection with this transaction. Buyer agrees to indemnify and hold Seller
and each of Seller's Affiliates harmless against any claim or liability for any
brokerage fees, commissions or finders' fees in connection with the transactions
contemplated herein, except to the extent that such liability arose from the
acts of Seller.
5.2 Contracts. Buyer will exercise reasonable efforts to assist in obtaining any
regulatory, third-party or other consents required in order to effect the
transaction contemplated by this Agreement including a Final Order.
ARTICLE VI
OTHER AGREEMENTS
Buyer and Seller covenant and agree that:
6.1 Books and Records Seller and Buyer shall, and shall cause themselves and
respective Affiliates to, preserve all information, returns, banks, records and
documents (collectively, the "Books and Records") relating to any financial
records of the corporation.
ARTICLE VII
CONDITIONS TO THE OBLIGATIONS OF BUYER
Each and every obligation of Buyer under this Agreement shall be subject to the
satisfaction, of each of the following conditions unless waived in writing by
Buyer:
7.1 Transfer Shares. The transfer of the shares described
in Section 1.1 shall have been made.
7.2 Representations and Warranties; Performance.T h e representations and
warranties made by Seller herein shall be true and correct in all material
respects on the date of this Agreement with the same effect as though made on
such date; Seller and the Company shall have performed and complied in all
material respects with all agreements, covenants and conditions required by this
Agreement to be performed and complied with by them.
7.3 Consents and Approvals. All material consents from third parties and
governmental agencies required to consummate the transactions contemplated
hereby or which, either individually or in the aggregate, if not obtained, would
cause a material adverse effect on the Company's business must have been
obtained.
7.4 No Proceeding or litigation. No material action, suit or proceeding before
any court or any governmental or regulatory authority shall have been commenced,
and no material. investigation by any governmental or regulatory authority shall
have been commenced against Seller, the Company, Buyer or any of their
respective principals, officers or directors seeking to restrain, prevent or
change the transactions contemplated hereby or questioning the validity or
legality of any of such transactions or seeking damages in connection with any
of such transactions.
ARTICLE VIII
CONDITIONS TO THE OBLIGATIONS OF SELLER
Each and every obligation of Seller under this Agreement shall be subject to the
satisfaction, of each of the following conditions unless waived in writing by
Seller:
8.1 PaymentThe payment described in Section 1.2 shall have been secured by the
promissory note attached hereto as exhibits "A".
8.2 Representations and Warranties Performance. T h e representations and
warranties made by Buyer herein shall be true and correct in all material
respects on the date of this Agreement and on the Closing Date with the same
effect as though made on such date; Buyer shall have performed and complied in
all material respects with all agreements, covenants and conditions required by
this Agreement.
8.3 Consents and Approvals. All material consents from third parties and
governmental agencies required to consummate the transactions contemplated
hereby or which, either individually or in the aggregate, if not obtained, would
cause a material adverse effect on the Company's business must have been
obtained.
8.4 No Proceeding or Xxxxxxxxxx.Xx material action, suit or proceeding
before any court or any governmental or regulatory authority shall have been
commenced, and no material investigation by any governmental or regulatory
authority shall have been commenced against Seller, the Company, Buyer or any of
their respective principals, officers or directors seeking to restrain, prevent
or change the transactions contemplated hereby or questioning the validity or
legality of any of such transactions or seeking damages in connection with any
of such transactions.
ARTICLE IX
INDEMNIFICATION
9.1 Seller shall indemnify and hold harmless Purchaser from and against any
and all liabilities, losses, damages, claims, demands, costs, expenses or
judgments of every kind and description whatsoever, that result from claims
asserted against Purchaser by a third party, whether known or unknown by Seller
arising from any action or inaction by or activities or inactivity of Seller or
any other party, or arising, resulting from or related to the conduct of
Seller's business, or any other parties business, or arising out of, resulting
from, or relating to any breach of, or failure by Seller to perform any or its
representations, warranties, covenants or agreements in this Agreement.
Purchaser shall cooperate with Seller in defending any demands, claims asserted
or actions filed for which Seller may be liable under the provisions of this
subparagraph by giving prompt notice to Seller of the assertion or existence of
any such demands, claims or causes of action whereupon Seller shall forthwith
assume the defense of any such demand, claim or action and Purchaser shall
furnish such documents and information as may be reasonably requested by
attorneys for Seller. In the event Seller shall fail to assume the defense of
any such demand, claim or action or to settle such demand, claim or action,
Purchaser shall have the right to defend or compromise or settle (which such
compromise or settlement and the amount thereof shall be in the sole and
absolute discretion of Purchaser) any such
demand, claim or action and Purchaser shall be reimbursed by Seller for the
actual out-of-pocket-expenses, including reasonable attorneys' fees expended or
incurred, of Purchaser expended in connection with the defense or settlement of
any such demand, claim or action, plus the amount paid or incurred for the
settlement or compromise of any such demand, claim or action.
9.2 Purchaser shall indemnify and hold harmless Seller against any and all
liabilities, losses, damages, claims, demands, costs, expenses or judgments of
every kind and description whatsoever that result from claims asserted against
Seller by a third party arising from any action or inaction by or activities or
inactivity of Purchaser after the date of this Agreement, or arising, resulting
from or related to the conduct of Purchaser's business arising, resulting from,
or relating to any breach of, or failure by Purchaser to perform any of its
representations, warranties, covenants, or agreements in this Agreement. Seller
shall cooperate with Purchaser in defending any demands, claims asserted or
actions filed for which Purchaser may be liable under the provisions of this
subparagraph by giving notice to Seller of the assertion or existence of any
such demands, claims or causes of action whereupon Purchaser shall forthwith
assume the defense of any such demand, claim or action and by furnishing such
documents and information as may be reasonably requested by attorneys for
Purchaser. In the event
Purchaser shall fail to assume the defense of any such demand, claim or action
or to settle such demand, claim or action, Seller shall have the right to defend
or compromise or settle (which such compromise or settlement and the amount
hereof shall be in the sole and absolute discretion of Seller).
ARTICLE X
ARBITRATION CLAUSE
10.1 Arbitration.Any controversy or claim arising out of or relating to
this Agreement, or any breach hereof, shall be settled by arbitration in Los
Angeles, California before three arbitrators in accordance with the commercial
rules of the American Arbitration Association. The arbitrators shall be selected
in accordance with said Rules. Judgment upon the award rendered by the
arbitrators shall be final and binding on the parties, not subject to any appeal
and may be entered in any court having jurisdiction thereof. The laws of the
State of California, including its procedural laws, shall control said
arbitration proceeding and the interpretation of this Agreement. The arbitrators
shall decide on the matter of costs of the arbitration, including costs
enforcement of judgment upon the award, and may award reasonable attorney's fees
and costs.
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.1 Amendment and Modification. Subject to applicable law, this Agreement may
be amended, modified and supplemented only by written agreement of Seller and
Buyer.
11.2 Waiver of Compliance; Consents. Any failure of Seller or Buyer to comply
with any obligation, covenant, condition herein may be waived in writing by
Buyer or Seller, respectively, but such waiver or failure to insist upon strict
compliance with such obligation, covenant, agreement or condition shall not
operate as waiver of or estoppel with respect to any subsequent or other
failure.
11.3 Expenses. Each party will pay its own legal, accounting and other expenses
incurred by it or on its behalf in connection with this Agreement and the
transactions contemplated herein.
11.4 Notices. All consents, approvals, claims, notices, requests, demands and
other communications required or permitted hereunder shall be in writing and
shall be deemed to have been duly given or made when delivered by hand or when
actually received:
If to Buyer:
Xxxxxxx X. Xxxxxxx, Xx.
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
If to Seller:
Bodet LTD.
C\O Optima International 000 Xxxxxxx Xxxxx Xxxxxxx
Xxxxxxxx, Xxxxxxx BVI
11.5 Assignment. This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, successors and permitted assigns, but neither this Agreement nor any of
the rights, interests or obligations hereunder shall be assigned by either of
the parties hereto without the prior written consent of the other party.
11.6 Neutral Interpretation. This Agreement constitutes the product of the
negotiation of the parties hereto and.-the enforcement hereof must be
interpreted in neutral manner, and not more strongly for or against any party
based upon the source of the draftsmanship hereof.
11.7 Entire Agreement; Amendment.This Agreement constitutes the entire agreement
between the parties and supersedes all prior ox contemporaneous agreements and
understandings, oral and written, between the parties hereto with respect to the
subject matter hereof. This Agreement may not be amended, modified or terminated
unless in a written instrument executed by the party or parties sought to be
bound.
11.8 Headings.The section and other headings contained in this Agreement are for
reference purposes only anal shall not be deemed to be part of this Agreement or
to affect. the meaning or interpretation of the Agreement.
11.9 Counterparts. This Agreement may be executed in any number of counterparts,
each of which, when executed, shall be deemed to be an. original and all of
which together shall be deemed to be one and. the same instruments.
11.10 Time of Essence.Time is of the essence of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written-above.
Bodet LTD
/s/ Xxxx Xxxxxx, Director
Xxxxxxx Xxxxxxx
/s/ Xxxxxxx Xxxxxxx
