EXHIBIT 10.1
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement"), dated as of September 5,
2006, is by and among Xxxxxxx Xxxxxxx ("Xxxxxxx"), and HEB, LLC, a Nevada
limited liability company ("Buyer").
RECITALS:
WHEREAS, Xxxxxxx is a Florida resident; and has the authority to sell his
stock in SFNL as described in this agreement
WHEREAS, Buyer is buying the stock as an Investment
NOW, THEREFORE, in consideration of the representations, warranties and
agreements contained herein and for other good and valuable consideration, the
receipt and legal adequacy of which is hereby acknowledged, the parties hereto
hereby agree as follows:
AGREEMENT:
1. Agreement to Purchase.
(a) At the Closing (as hereinafter defined), Xxxxxxx agrees to sell to
Buyer, and Buyer agrees to purchase from Xxxxxxx 4,715,950 SFNL shares (the
"Company Shares") of the 9,431.900.00 shares of Class A Common Stock, par value
$0.0001 per share (the "Class A Common Stock"), at a purchase price of $0,021
per share ($100,000.00 in the aggregate) under the following enclosed payment
schedule.. Buyer has paid to Xxxxxxx $15,000.00 and Buyer will pay to Xxxxxxx an
additional $10,000.00 at closing, $25,000.00 on September 30, 2006, and
$50,000.00 on October 30, 2006.
(b) The closing of the sale of the Company Shares contemplated under this
Agreement (the "Closing") shall occur on the date of this Agreement at the
Florida offices of the Buyer (the "Closing Date"). At the Closing:
(i) The parties hereto shall execute and deliver this Agreement;
(ii) Xxxxxxx shall issue to its transfer agent irrevocable instructions to
issue a certificate to Buyer evidencing the Shares to be sold. Upon
receipt of final payment on October 30, 2006 Xxxxxxx shall deliver
certificate in the name of HEB, LLC for 4,715,950.
2. Xxxxxxx shall deliver to Buyer a copy of the additional shares certificate(s)
representing the remaining shares, together with appropriate stock powers
transferring 100% of the voting rights of the Xxxxxxx shares to Buyer;
(i) Buyer shall deliver to Xxxxxxx by check or wire transfer $10,000.00
representing the above 1st installment payment for the purchase price
for the Company Shares
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(ii) Buyer shall deliver to Xxxxxxx within 5 business days 150,000
post-split shares of ETCR Shares after the deliver of the certificate
to HEB of the SFNL shares and the Stock Power of the other certificate
representing all voting rights of the Xxxxxxx shares.
3. Representations, Warranties By Xxxxxxx. Xxxxxxx represent and warrant to
Buyer that the following are true and correct as of the date of this Agreement:
(a) Xxxxxxx represents that the shares have no encumbrances and that the
shares are free and clear of all obligations and that he has the power to sell
the shares.
(b) The Shares have been duly authorized, and when issued to Buyer under
the terms of this Agreement, will be validly issued, fully paid and
non-assessable.
(c) No consent, authorization, approval, permit or license of, or filing
with, any governmental or public body or authority, any lender or lessor or any
other person or entity is required to authorize, or is required in connection
with, the execution, delivery and performance of this Agreement by the Company.
(d) Xxxxxxx warrants that he will file immediately with the Securities and
Exchange Commission the necessary filings (Form 4) required evidencing this
transaction.
4. Representations, Warranties and Covenants of Buyer. Buyer represents and
warrants to the Company and Xxxxxxx as follows:
(a) Buyer is an "accredited investor" as defined under Rule 501 of
Regulation D promulgated under the Securities Act of 1933, as amended (the
"Securities Act").
(b) Buyer is acquiring the Company Shares from Xxxxxxx (collectively, the
"Subject Shares") for its own account and not with a view to any distribution of
the Subject Shares in violation of the Securities Act.
(c) [Intentionally left blank.]
(d) This Agreement constitutes a valid and binding agreement and obligation
of Buyer enforceable against Buyer in accordance with its terms, subject to
limitations on enforcement by general principles of equity and bankruptcy or
other laws affecting the enforcement of creditors' rights generally.
(e) This Agreement has been duly authorized, validly executed and delivered
on behalf of Buyer, and Buyer has full power and authority to execute and
deliver this Agreement and the other agreements and documents contemplated
hereby and to perform its obligations hereunder and thereunder.
(f) Buyer has had access to any and all information concerning the Company
that Buyer and its financial, tax and legal advisors required or considered
necessary to make a proper evaluation of this investment. Specifically, Buyer
has had the opportunity to review Company's annual report on Form 10-KSB for the
year ended December 31, 2004 and 2005,
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quarterly reports on Form 10-QSB for the quarterly period ended March 31, 2005,
June 30, 2005, September 30, 2005, Form 10-KSB for year ended December 31, 2006,
and Form 10 -QSB for the quarter ended March 31, 2006 (collectively, the
"Securities Filings").
5. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Texas, without giving effect
to any of the conflicts of law principles which would result in the application
of the substantive law of another jurisdiction.
6. Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand delivery, express overnight courier,
registered first class mail, overnight courier, or telecopier, initially to the
address set forth on the signature page hereto, and thereafter at such other
address, notice of which is given in accordance with the provisions of this
Section. All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; three (3) business days
after being deposited in the mail, postage prepaid, if mailed; the next business
day after being deposited with an overnight courier, if deposited with a
nationally recognized, overnight courier service; when receipt is acknowledged,
if telecopied.
7. Entire Agreement. This Agreement constitutes the entire understanding and
agreement of the parties with respect to the subject matter hereof and
supersedes all prior and/or contemporaneous oral or written proposals or
agreements relating thereto all of which are merged herein. This Agreement may
not be amended or any provision hereof waived in whole or in part, except by a
written amendment signed by all of the parties hereto.
8. Counterparts. This Agreement may be executed by facsimile signature and in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Stock Purchase Agreement was duly executed on the
date first written above.
XXXXXXX XXXXXXX
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Address: 000 Xxx Xxxx Xxx, #0000
Xx. Xxxxxxxxxx, Xx 00000
HEB, LLC
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Manager
Address: 0000 X. Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxxxx, Xxxxx 00000
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