STOCK PURCHASE AGREEMENT
THIS
STOCK PURCHASE AGREEMENT (this "Agreement")
is
executed and delivered as of March 30, 2006, by and among CONIHASSET CAPITAL
PARTNERS, INC., a Delaware corporation (the "Company"),
and
CONIHASSET PARTNERS LLC, a Massachusetts limited liability company (the
"Purchaser").
WHEREAS,
Purchaser desires to purchase 150,100 shares of common stock of the Company,
par
value $.001 per share (the “Shares”);
WHEREAS,
as consideration for the Shares, the Purchaser will: (i) pay $150,100 in cash
to
the Company (the “Cash
Consideration”),
of
which $100 was paid on March 8, 2006; (ii) contribute to the Company the
opportunity to acquire an ownership interest in MRO Investment LLC
(“MRO
Investment”)
and,
in connection therewith, the right to receive a carried interest and other
economic and governance benefits (the “MRO
Investment Opportunity”);
and
(iii) contribute to the Company the opportunity to perform management services
for a joint venture to be established by MRO Investment and Turbine Controls,
Inc. (the “JV
Opportunity”,
together with the MRO Investment Opportunity, the “Investment
Opportunities”);
WHEREAS,
the Company desires to accept the Cash Consideration and the Investment
Opportunities from the Purchaser and to issue the Shares to the Purchaser in
exchange;
NOW,
THEREFORE, in consideration of the mutual benefits, covenants and agreements
set
forth in this Agreement (the mutuality, adequacy and sufficiency of which are
hereby acknowledged), the parties hereto hereby agree as follows:
1. Purchase
and Sale of the Shares.
In
connection with the execution of this Agreement, the Purchaser (i) has paid
the
Cash Consideration to the Company and (ii) hereby assigns to the Company its
rights in and to the Investment Opportunities. In exchange, the Company hereby
issues the Shares to Purchaser.
2. Closing.
The
Closing of the transactions contemplated by Section 1 hereof shall be deemed
to
occur on the date hereof.
3. Representations
and Warranties of the Purchaser.
(a) Organization.
The
Purchaser is a limited liability company duly organized, validly existing and
in
good standing under the laws of its state of formation and has the power and
authority to own or lease its properties, carry on its business, enter into
this
Agreement and perform its obligations hereunder.
(b) Authorization;
Enforceability.
This
Agreement has been duly executed and delivered by and constitutes the legal,
valid and binding obligation of the Purchaser, enforceable against it in
accordance with its terms. All actions contemplated by this Agreement have
been
duly and validly authorized by all necessary proceedings by the
Purchaser.
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(c) No
Contravention.
Neither
the execution, delivery or performance by the Purchaser of this Agreement or
of
any agreement or instrument required to be executed and delivered by the
Purchaser in connection herewith, nor consummation of the transactions
contemplated hereby or thereby, will (i) violate any provisions of the articles
of organization, the Operating Agreement or the other governing documents of
the
Purchaser, (ii) require the approval, consent or authorization of any federal,
state or local governmental authority, or (iii) violate or result in the breach
of any term or provision of any contract or agreement to which the Purchaser
is
a party or by which the Purchaser is bound.
(d) No
Pending Litigation or Proceedings.
No
Litigation is pending or, to the knowledge of the Purchaser, threatened against
or affecting the Purchaser in connection with any of the transactions
contemplated by this Agreement. There is presently no outstanding judgment,
decree or order of any governmental body against or affecting the Purchaser
in
connection with the transactions contemplated by this Agreement.
(e) MRO
Investment LLC.
MRO
Investment is a limited liability company duly organized, validly existing
and
in good standing under the laws of the State of Delaware. MRO Investment is
qualified to do business and is in good standing in every jurisdiction in which
MRO Investment is required to qualify to do business. MRO Investment has all
requisite corporate power and authority to carry on its business as now
conducted and as currently proposed to be conducted, to own or lease its
properties and to perform its obligations hereunder.
The
outstanding equity interests of MRO Investment consist of fourteen (14) Class
A
Financial Units. Except as may be set forth in the Operating Agreement of MRO
Investment, there are no options, warrants, subscriptions, puts, calls or other
rights, commitments, undertakings or understandings to acquire, dispose of
or
restrict the transfer of any equity interests of MRO Investment.
(f) Investment.
The
Purchaser is acquiring the Shares for investment for its own account, and not
with a view to, or for the offer or sale in connection with, any distribution
thereof. The Purchaser acknowledges that neither the Shares nor the issuance
of
the Shares to the Purchaser has been registered under the Securities Act of
1933, as amended (the “Securities
Act”),
or
any state securities laws, and that the
Shares may not be transferred or sold except pursuant to the registration
provisions of the Securities Act and any applicable state securities laws or
pursuant to an applicable exemption therefrom.
Purchaser hereby acknowledges and agrees that the certificates representing
the
Shares will bear a legend substantially in the form of the following
legend:
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT
BE
SOLD OR TRANSFERRED UNLESS SO REGISTERED OR UNLESS AN EXEMPTION FROM APPLICABLE
REGISTRATION REQUIREMENTS IS AVAILABLE.
4. Representations
and Warranties of the Company.
(a) Organization.
The
Company is a corporation duly organized, validly existing and in good standing
under the laws of its state of incorporation and has the corporate power and
authority to own or lease its properties, carry on its business, enter into
this
Agreement and perform its obligations hereunder.
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(b) Authorization;
Enforceability.
This
Agreement has been duly executed and delivered by and constitutes the legal,
valid and binding obligation of the Company, enforceable against it in
accordance with its terms. All actions contemplated by this Agreement have
been
duly and validly authorized by all necessary proceedings by the
Company.
(c) No
Contravention.
Neither
the execution, delivery or performance by the Company of this Agreement or
of
any agreement or instrument required to be executed and delivered by the Company
in connection herewith, nor consummation of the transactions contemplated hereby
or thereby, will (i) violate any provisions of the articles of incorporation,
the bylaws or the other governing documents of the Company, (ii) require the
approval, consent or authorization of any federal, state or local governmental
authority, or (iii) violate or result in the breach of any term or provision
of
any contract or agreement to which the Company is a party or by which the
Company is bound.
(d) Capitalization.
The
outstanding capital stock of the Company consists solely of 10,000,000 shares
of
common stock, par value $.001 per share, and 1,000,000 shares of preferred
stock, par value $.001 per share, of which no shares are issued and outstanding
as of the date hereof. Upon issuance, the Shares will be duly and validly
issued, fully-paid and non-assessable.
5. Indemnification.
Each
party hereby agrees to indemnify, defend and hold harmless the other party,
its
successors and assigns from and against and all losses, costs, damages,
expenses, penalties, fines, costs and other charges (including reasonable
attorneys’ fees) incurred by any of them as a result of a breach of a
representation, warranty, covenant or agreement made by the indemnifying party
herein.
6. Miscellaneous.
(a) Survival.
The
representations, warranties, covenants and agreements contained in this
Agreement shall survive Closing for a period of twelve (12) months, except
for
the representations and warranties set forth in Sections 3(a), 3(b), 3(g),
4(a)
and 4(b), which shall survive indefinitely.
(b) Further
Assurances.
Upon
the execution of this Agreement and thereafter, each party to this Agreement
agrees to do such things as may be reasonably requested by the other party,
at
the expense of the requesting party, in order more effectively to consummate
or
document the transactions contemplated by this Agreement.
(c) Governing
Law.
This
Agreement shall be governed by, construed and enforced in accordance with the
laws of the State of Delaware except the laws of that state that would render
such choice of laws ineffective.
(d) Successors
in Interest.
Subject
to this provision, this Agreement shall be binding upon the parties hereto
and
their successors and assigns.
(e) Number;
Gender.
Whenever the context so requires, the singular number includes the plural and
the plural includes the singular, and the gender of any pronoun includes the
other genders.
(f) Severability.
In the
event that any court of competent juris-dic-tion shall determine that any
provision of this Agreement is invalid, such determination shall not affect
the
validity of any other provision of this Agreement, which shall remain in full
force and effect and which shall be construed as to be valid under applicable
law.
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(g) Integration;
Amendment; Waiver.
This
Agreement (i) constitutes the entire agreement of the parties to this Agreement
with respect to its subject matter, (ii) supersedes all prior agreements, if
any, of the parties to this Agreement with respect to its subject matter, and
(iii) may not be amended except in writing signed by the party to this Agreement
against whom the change is being asserted. The failure of any party to this
Agreement at any time or times to require the performance of any provision
of
this Agreement shall in no manner affect the right to enforce the same; and
no
waiver by any party to this Agreement of any provision (or of a breach of any
provision) of this Agreement, whether by conduct or otherwise, in any one or
more instances, shall be deemed or con-strued either as a further or continuing
waiver of any such provision or breach or as a waiver of any other provision
(or
of a breach of any other provision) of this Agreement.
(h) Counterparts.
This
Agreement may be executed by each party upon a separate copy, in such case
one
counterpart of this Agreement shall consist of enough of such copies or adoption
instruments to reflect the signatures of all of the parties signing or adopting
this Agreement; and this Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, and it shall not be necessary in
making proof of this Agreement or its terms to produce or account for more
than
one of such counterparts.
(Signature
page follows.)
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DULY
EXECUTED AND DELIVERED by the parties hereto as of the date first above written.
| CONIHASSET PARTNERS LLC | ||
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| By: | ||
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Name:
Xxxxxxx X. Xxxxxx
Title:
Managing Member
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| Address: |
000
Xxxxxxxxxx Xxxxxx
#
000
Xxxxxx,
XX 00000
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| CONIHASSET CAPITAL PARTNERS, INC. | ||
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| By: | ||
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Name:
Xxxxxxx X. Xxxxxx
Title:
President
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| Address: |
000
Xxxxxxxxxx Xxxxxx
#
000
Xxxxxx,
XX 00000
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