EXHIBIT 2
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.
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
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:
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[Name/Title]
SELLER:
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[Name/Title]