MEMBERSHIP INTEREST PURCHASE AGREEMENT
THIS MEMBERSHIP INTEREST PURCHASE
AGREEMENT (this “Agreement”) is entered into as of this 11th day of March,
2008, by and between Xxxxxx Xxxxx (“Buyer”) and Capital City Energy Group, Inc.
(“Seller”).
WITNESSETH:
A. Seller owns a one
hundred percent (100%) membership interest (the “Interest”) in Baby Dot,
LLC, a Nevada limited liability company (the “Company”). The Company
engages in the business of designing, marketing and distributing handcrafted
baby blankets and other accessories made from quality fabrics.
B. Seller owes Buyer $7,749 in
connection with related party payables (the “Related Party Indebtedness”) due to
Buyer for expenses paid.
B. Seller desires to sell
the Interest to Buyer and Buyer desires to buy from Seller the Interest
pursuant to the terms and subject to the conditions set forth in this
Agreement.
AGREEMENT:
In
consideration of the foregoing and the mutual promises contained
herein, the parties agree as follows:
1. PURCHASE AND SALE OF
INTEREST. Upon the terms and subject to the conditions set forth in this
Agreement, Seller hereby sells, assigns, transfers and conveys the Interest
to Buyer, and Buyer hereby purchases, obtains and acquires the Interest
form Seller.
2. PURCHASE PRICE. In consideration
of and in exchange for the sale, assignment, transfer and conveyance of the
Interest, Buyer agrees to assign and transfer to Seller, Three Million Nine
Hundred (3,900,000) shares of the common stock (the “Stock”) in Seller for
cancelation and return to treasury. The Stock shall be delivered to Seller
through certificates, properly endorsed for transfer, on the Closing
Date. Buyer further agrees to cancel and release Seller in connection
with any obligations owned to Buyer for the Related Party
Indebtedness.
3. CLOSING. Subject to the
satisfaction of the conditions set forth in this Agreement and compliance
with the other provisions hereof, the closing of the transaction
contemplated by this Agreement (the “Closing”) shall take place at Las Vegas, NV
on February 14, 2008 at 10:00 a.m., local time, or at such other place
and time as shall be mutually agreeable to the parties hereto (the
"(Closing Date"). At the Closing, Buyer shall deliver to Seller
certificates evidencing the number of shares of Stock specified in Section
2 hereof, properly endorsed for transfer together with an assignment
separate from certificate in the form attached as Exhibit A, and Seller shall
deliver to Buyer an assignment of the Interest, in the form attached as
Exhibit B.
4. ASSIGNMENT OF THE INTEREST.
From and after the Closing, all equitable and legal rights, title and
interests in and to the Interest shall be owned, held and exercised by
Buyer. All capital calls, obligations and liabilities, if any, under the
Company’s Operating Agreement shall be the sole responsibility of
Buyer.
5. ASSIGNMENTS OF THE STOCK.
From and after the Closing, all equitable and legal rights, title and
interests in and to the Stock shall be owned, held and exercised by Seller.
Buyer will
endorse
the share certificate(s) with the appropriate medallion signatures to
effect transfer and any other endorsements or signatures required to cause the
transfer of the Stock without further action by Buyer. Buyer will
further instruct Seller’s transfer agent to cancel the Stock and return the same
to treasury of Seller.
6. INVESTMENT
REPRESENTATIONS OF BUYER. Buyer hereby represents and warrants to Seller as
follows:
(a) Buyer understands that
the Interest has not been registered under the Securities Act of 1933 (the
“1933 Act”) or the laws of any state, and the transactions contemplated
hereby are being undertaken in reliance upon an exemption from the
registration requirements of the 1933 Act, and reliance upon such exemption
is based upon Buyer's representations, warranties and agreements contained
in this Agreement.
(b) Buyer has received and carefully
reviewed all information necessary to enable Buyer to evaluate her
investment in the Company. Buyer has been given the opportunity to ask
questions of and to receive answers from the Company concerning its
business and the Interest, and to obtain such additional written
information necessary to verify the accuracy thereof.
(c) Buy is aware the purchase of the
Interest is speculative and involves a high degree of risk. Buyer is aware
that there is no guarantee that Buyer will realize any gain from her
acquisition of the Interest. Buyer further understands that Buyer could
lose the entire amount of her investment.
(d) Buyer understands that no federal
or state agency or other authority has made any finding or determination
regarding the fairness of the offer, sale and/or issuance of the Interest or has
made any recommendation or endorsement thereof or has passed in any way upon
this Agreement.
(e) Buyer: (i) is
acquiring the Interest solely for Buyer’s own account for investment purposes
only and not with a view toward resale or distribution thereof, in whole or in
part, (ii) has no tract, undertaking, agreement or arrangement, in existence or
contemplated, to sell, pledge, assign or otherwise transfer the Interest to any
other person, and (iii) agrees not to sell or otherwise transfer the Interest
unless and until it is subsequently registered under the 1933 Act and any
applicable state securities laws, or unless an exemption from any such
requirement is available.
(f) Buyer is financially able to bear
the economic risk of an investment in the Interest, including the ability to
hold the Interest indefinitely and to afford a complete loss of her investment
in the Interest.
Buyer has
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of the acquisition of the
Interest.
7. REPRESENTATIONS AND
WARRANTIES OF THE PARTIES.
(a) Buyer
represents and warrants to Seller that (i) Buyer is the absolute owner of the
Stock and has good and marketable title thereto, free and clear of any liens,
pledges, claims, security interests, encumbrances, charges, options and
restrictions of any kind whatsoever, (ii) Buyer has full right, power and
authority to sell the Stock as provided herein, and (iii) this Agreement
constitutes the valid and legally binding obligation of Buyer, enforceable in
accordance with its terms and conditions.
(b) Seller
represents and warrants to Buyer that (i) Seller is the absolute owner of the
Interest and has good and marketable title thereto, free and clear of any liens,
pledges, claims, security interests, encumbrances, charges, options and
restrictions of any kind whatsoever, (ii) Buyer has full right, power and
authority to sell the Interest as provided herein, and (iii) this Agreement
constitutes the valid and legally binding obligation of Seller, enforceable in
accordance with its terms and conditions
8. CONDITIONS TO
OBLIGATIONS OF BUYER. The obligation of Buyer to consummate the
transactions contemplated by this Agreement is subject to the fulfillment
of each of the following conditions:
(a) On the Closing Date,
Seller shall be the sole legal and beneficial owner of the Interest, free
and clear of all claims, liens, mortgages, charges, security interests,
encumbrances and other restrictions and limitations of any kind and nature
whatsoever.
(b) By the Closing Date, any and all
necessary consents, authorizations, orders or approvals for transfer of the
Interest shall have been obtained.
(c) Neither the execution
or delivery of this Agreement nor the performance of its obligations
hereunder will conflict with or result in a breach of or constitute a
default under or result in the creation of or an imposition of a lien upon
any of the properties or assets of Seller or any agreement to which Seller
may be a party or by which its property or assets may be
subject.
9. CONDITIONS TO
OBLIGATIONS OF SELLER. The obligation of Seller to consummate the
transactions contemplated by this Agreement is subject to the fulfillment
of each of the following conditions:
(a) On of the Closing
Date, Buyer shall be the sole legal and beneficial owner of the Stock, free
and clear of all claims, liens, charges, security interest, encumbrances
and other restrictions and limitations of any kind or nature
whatsoever.
(b) On the Closing Date,
any and all necessary consents, authorizations, orders or approvals for
transfer of the Stock shall have been obtained.
(c) Neither the execution
or delivery of this Agreement nor the performance of its obligation
hereunder will conflict with or result in a breach of or constitute a
default under or result in the creation of or an imposition of a lien upon
any of the properties or assets of Buyer or any agreement to which Buyer
may be a party or by which it property or assets may be subject.
10. INDEMNIFICATION. Buyer
shall indemnify and hold harmless Seller, and shall reimburse the Seller for,
any loss, liability, claim, obligation, cost, damage, expense (including, but
not limited to, costs of investigation and defense and attorneys’ fees) or
diminution of value (collectively, “Claims”) included in, related to, as a
result of, arising from or in connection with (a) the liabilities of the
Company, or (b) any inaccuracy in any of the representations and
warranties of Buyer in this Agreement. Buyer hereby agrees to defend Seller at
Buyer’s expense from and against any such Claims, and Buyer hereby releases and
forever discharges Seller from any loss, liability, claim, obligation, cost,
damage, expense (including, but not limited to, costs of investigation and
defense and attorneys’ fees) or diminution of value with respect to any such
Claims.
11. MISCELLANEOUS.
(a) This
Agreement represents the entire agreement between the parties hereto with
respect to the transactions contemplated hereby and supersedes all prior
agreements with respect thereto, whether written or oral.
(b) This Agreement shall
be governed by and construed in accordance with the laws of the State of
Nevada, without regard, however, to such jurisdiction's principles of
conflict of laws.
(c) This Agreement may be
executed in counterpart originals, each of which shall be an original, but
all of which shall constitute only one Agreement. A facsimile signature of
any party will be binding on that party, and any facsimile communication
shall be immediately followed by a hard copy containing such
signature.
DATED
as of the date first written above:
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“Buyer”
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“Seller”
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/s/
Xxxxxx
Xxxxx
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/s/ Xxxxxx Xxxxx |
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Xxxxxx
Xxxxx
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By:
Xxxxxx Xxxxx
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Its:
President
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EXHIBIT
A
ASSIGNMENT
SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, Xxxxxx Xxxxx,
hereby assigns and transfers to Capital City Energy Group, Inc. (f/k/a The
BabyDot Company), a Nevada corporation (the “Corporation”), 3,900,000 shares of
common stock of the Corporation, and represented by Certificate Nos. 101 and
132, standing in its name, on the books of the Corporation, and does hereby
irrevocably constitute and appoint _____________________ its attorney, with full
power of substitution, to transfer said Interests on the books of the
Corporation.
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Dated:
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March 11, 2008 |
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/s/
Xxxxxx Xxxxx
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Xxxxxx
Xxxxx
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EXHIBIT
B
ASSIGNMENT
OF MEMBERSHIP INTEREST
FOR VALUE RECEIVED, Capital City
Energy Group, Inc. (f/k/a The BabyDot Company), a Nevada corporation
("Assignor"), herewith sells, assigns, transfers and conveys to Xxxxxx Xxxxx
(“Assignee”), the entirety of Assignor’s rights, title and interests as sole
member of and in Baby Dot, LLC, a Nevada limited liability company (the
“Company”), which shall include, without limitation, Assignor’s one hundred
percent (100%) capital and profits interest in the Company, Assignor’s capital
account balance in the Company, Assignor’s distributions and liquidation rights
in the Company and Assignor’s voting and management rights and powers in the
Company.
This Assignment of Membership
Interest in the Company is made, delivered and shall be effective on the
date hereof in accordance with and in complete satisfaction of the
requirements of the Operating Agreement of Baby Dot, LLC.
IN WITNESS WHEREOF, Assignor has
executed this Assignment by and through its sole member this 11th day of March,
2008.
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By:
Xxxxxx Xxxxx
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Its:
President
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