Exhibit 10.7
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "AGREEMENT"), dated as of January
30, 2002, is entered into by and between enherent Corp., a Delaware
corporation ("PURCHASER"), and Traveler's Indemnity Company ("SELLER").
RECITALS
Seller is the owner at the date hereof of 1,632,540 shares of the
issued and outstanding common stock, par value $0.001 per share ("COMMON
STOCK"), of Purchaser. Seller is also the owner at the date hereof of
2,750,000 shares of the issued and outstanding Series A Preferred Stock, par
value $0.001 per share ("PREFERRED STOCK") of Purchaser.
Seller desires to sell and Purchaser desires to purchase 1,000,000
shares of the outstanding shares of Common Stock currently owned by Seller
(the "ACQUIRED SHARES"), upon the terms set forth in this Agreement.
AGREEMENT
Based upon the foregoing and the mutual promises contained herein,
the parties agree as follows:
1. PURCHASE AND SALE OF COMMON STOCK
1.1 PURCHASE. Upon the terms and subject to the conditions of this
Agreement, on the Closing Date: (i) Seller shall sell, assign, convey,
transfer and deliver to Purchaser or its designee, free and clear of any
pledge, security interest, lien, charge, option, encumbrance or other
restriction of any kind or nature whatsoever ("LIEN") the Acquired Shares, and
(ii) Purchaser shall pay to Seller the aggregate cash consideration of Two
Hundred Thousand Dollars ($200,000.00) by Purchaser's wire transfer of
immediately-available funds.
1.2 CLOSING. Upon satisfaction or waiver of the conditions precedent set
forth in Section 3, and unless this Agreement shall have been terminated and
the transactions herein contemplated shall have been abandoned pursuant to the
provisions of Section 4, a closing with respect to the transactions provided
for in this Agreement (the "CLOSING") shall take place within three (3)
business days of the date that all of the conditions precedent set forth in
Section 3 are satisfied, or such other time or date as is agreed to in writing
by Seller and the Purchaser (the time and date of such Closing is referred to
herein as the "CLOSING DATE"). The parties will use their best efforts to have
the Closing on January ___, 2002. All proceedings to take place at the Closing
shall take place simultaneously, and no delivery shall be considered to have
been made until all such proceedings have been completed.
2. REPRESENTATIONS AND WARRANTIES
2.1 REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents
and warrants to Purchaser as follows:
(a) ORGANIZATION AND POWER. Seller is a corporation duly incorporated,
validly existing and in good standing under the laws of the state of Delaware
and has the requisite corporate power and authority to sell, assign, convey,
transfer and deliver the Acquired Shares and to enter into this Agreement and
perform its obligations hereunder.
(b) AUTHORIZATION, EXECUTION AND DELIVERY, ETC. The execution, delivery
and performance by Seller of this Agreement and all other agreements
contemplated hereby or necessary in connection herewith and the consummation
by Seller of the transactions contemplated hereby and thereby have been duly
authorized by all necessary actions. This Agreement has been duly executed and
delivered by Seller and is a legal, valid and binding obligation of Seller,
enforceable against Seller in accordance with its terms. Seller: (i) has good
and valid title to the Acquired Shares, free and clear of all Liens; and (ii)
upon delivery of and payment for the Acquired Shares in accordance with
Section 1.1 hereof, good and valid title to the Acquired Shares will pass to
the Purchaser free and clear of all Liens.
(c) THIRD PARTY CONSENTS. There is no legal impediment to Seller's
consummation of the transactions contemplated by this Agreement, and no filing
or registration with, or authorization, consent or approval of any domestic or
foreign public body or authority is necessary for the consummation by Seller
of the transactions contemplated by this Agreement.
2.2 REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby
represents and warrants to Seller as follows:
(a) ORGANIZATION AND POWER. Purchaser is a corporation duly formed,
validly existing and in good standing under the laws of the State of Delaware
and has the requisite corporate power and authority to own, hold and purchase
the Acquired Shares and to enter into this Agreement and perform its
obligations hereunder.
(b) AUTHORIZATION EXECUTION AND DELIVERY, ETC. The execution, delivery
and performance by Purchaser of this Agreement and all other agreements
contemplated hereby or necessary in connection herewith and the consummation
by Purchaser of the transactions contemplated hereby and thereby have been
duly authorized by all necessary actions. This Agreement has been duly
executed and delivered by Purchaser and is a legal, valid and binding
obligation of Purchaser, enforceable against Purchaser in accordance with its
terms.
(c) THIRD PARTY CONSENTS. There is no legal impediment to Purchaser's
consummation of the transactions contemplated by this Agreement, and no filing
or registration with, or authorization, consent or approval of any domestic or
foreign public body or authority is necessary for the consummation by Seller
of the transactions contemplated by this Agreement.
2
3. CONDITIONS PRECEDENT
3.1 CONDITIONS TO OBLIGATIONS OF EACH PARTY. The obligations of each
party hereunder are subject to the satisfaction on or prior to the Closing
Date of the following conditions, unless waived in writing by Purchaser and
Seller:
(a) NO INJUNCTION. No court or other governmental body or public
authority shall have issued an order which shall then be in effect
restraining, enjoining or prohibiting the transactions contemplated by this
Agreement.
4. TERMINATION
4.1 TERMINATION BY COLLECTIVE AGREEMENT. This Agreement may be terminated
at any time prior to the Closing by the joint written agreement of Seller and
Purchaser.
4.2 TERMINATION BY EITHER PARTY. This Agreement may be terminated by
written notice by either party to the other at any time prior to the Closing:
(a) if a representation or warranty contained in Section 3.1 or Section
3.2 shall become untrue and the breaching party shall have been afforded
reasonable opportunity to cure such breach; or
(b) if the transactions contemplated by this Agreement have not been
consummated by February 8, 2002 (unless a later date is established by the
mutual written consent of such parties before such date).
4.3 EFFECT OF FAILURE BY A PARTY TO CONSUMMATE TRANSACTION DUE TO BREACH.
Provided that Purchaser, in the event Seller is the breaching party, or
Seller, in the event the Purchaser is the breaching party, is not then in
breach of any of its own obligations under this Agreement, upon (i)
termination of this Agreement due to a breach as described in Section 4.2 (a)
or (ii) the failure of a party to perform its obligations hereunder after all
of the conditions precedent set forth in Section 3 are satisfied, the
non-breaching party shall be entitled to reimbursement of all fees and
expenses incurred by the non-breaching party and to pursue against the
breaching party any and all rights and/or remedies, at law or in equity, to
which such non-breaching party may be entitled.
4.4 EFFECTS OF TERMINATION. Except as provided in Section 5.4, upon any
such termination pursuant to this Section 5, neither Purchaser nor Seller
shall have any liability or further obligation to the other party to this
Agreement as a result thereof.
5. MISCELLANEOUS
5.1 FURTHER ASSURANCES. Seller hereby covenants and agrees to and with
Purchaser to execute and deliver such additional instruments of sale,
assignment, conveyance, transfer or delivery and to take such additional
reasonable action as Purchaser may reasonably request to more effectively
3
transfer to and vest in Purchaser, and to put Purchaser in possession of, or
give Purchaser the benefit or enjoyment of, any and all of the Acquired
Shares, free and clear of any and all Liens.
5.2 FINDER'S AND BROKER'S FEES. Seller and Purchaser each represent and
warrant to the other that there are no claims (or any basis therefor) for
brokerage commissions, finder's fees or like payments in connection with this
Agreement or the transactions contemplated hereby resulting from any action
taken by either of the Purchaser or Seller.
IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement
as of the date first written above.
PURCHASER:
____________________________
_____________________________
[Name/Title]
SELLER:
____________________________
_____________________________
[Name/Title]
4
