EXHIBIT 10.9
AGREEMENT FOR THE PURCHASE/SALE OF CORPORATE STOCK
AGREEMENT made this 1st day of March, 2000 by and between e-Net
Xxxxxxxxx.Xxx Corporation, a Nevada corporation (the "Seller") and E. G. Marchi
("Purchaser").
WHEREAS, Seller is the owner of all of the outstanding shares of stock of
XXXXXX.XXX Inc., a Nevada corporation ("Corporation") and is desirous of selling
its shares; and
WHEREAS, Purchaser is desirous of purchasing all of the outstanding shares
of the Corporation;
NOW THEREFORE, In consideration of the mutual terms, conditions and
covenants hereinafter set forth Seller and Purchaser agree as follows:
1. Seller hereby sells to the Purchaser and the Purchaser hereby
purchases from the Seller all of the outstanding shares of stock of the
Corporation, represented by Certificate Number 3, totaling 25,000 shares of the
Common Stock of that Corporation.
2. Seller warrants and represents that it is the owner of the shares of
stock referred to in paragraph 1 above; that such shares constitute all of the
outstanding shares of stock of the Corporation; that it owns all of the shares
of stock free and clear of all mortgages, pledges, liens, encumbrances, charges
and claims; that it has the right, power and authority to enter into this
Agreement, and to transfer and deliver the shares of stock heretofore owned by
it to the Purchaser; and that there are no actions, suits, claims or litigation
pending or threatened against or affecting the ownership by it of the shares
transferred or delivered to the Purchaser. SELLER further warrants and covenants
that the delivery by it of the Certificates for such shares accompanied by a
Stock Power, as hereinafter provided for, is sufficient to and does transfer and
convey full and clear title to all of the shares reflected by the Certificates
to the Purchaser, and that it will make, execute and deliver such further
instruments as may be required to confirm said transfer.
3. The purchase price for the shares shall consist of:
a. $250,000.00 in the form of a 30 day Promissory Note bearing
10% annual interest, in the form and manner attached hereto as
Schedule A and made part hereof by this reference.
b. 250,000 shares of e-Net Xxxxxxxxx.Xxx Corporation common
stock, duly endorsed to SELLER.
c. Assumption of any obligation of SELLER incurred by it
relative to its acquisition and operation of XXXXXX.XXX Inc.,
including but not limited to that certain promissory note
payable to Xxxx Xxxxxxx in the face amount of $145,000.00, as
well as any other direct or contingent obligation as set
forth in Schedule B attached hereto and made part hereof by
this reference.
4. Purchaser shall have the right, and may delegate such right to anyone
of his choice, to inspect the books and records of the Corporation to verify any
and all statements, financial or otherwise, upon which the purchase price was
based. Said inspection shall be on 48 hours' notice and is to be conducted
during normal business hours at the Corporation's place of business.
5. As a condition subsequent, Seller shall deliver to Purchaser within 15 days
of the execution hereof an audited statement of financial condition of the
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Corporation as of December 31, 1999. Seller knows of no fact which could
justify or sustain the imposition of a liability on the Corporation other than
the liabilities presently reflected on the Corporation's financial statements
currently filed with the Securities and Exchange Commission.
6. Seller holds harmless and indemnifies the Purchaser for and on account of any
loss, damage and expense incurred by the Purchaser by reason of the assertion by
the Seller or on its behalf of any claim contrary to the terms of this
Agreement, any breach of any of the foregoing warranties or any
misrepresentation of the foregoing facts.
7. Seller confirms that as far as it is aware, all corporate taxes have been
fully paid up to and including the calendar year 1998, and there is no reason
for the imposition of any additional tax or penalty other than that due for
1999. In any event, Seller will indemnify and hold Purchaser harmless against
any cost, expense or liability by reason of the imposition upon the Corporation
of any additional income or other taxes and penalties (including interest) for
the years up to and including 1998.
8. Seller agrees to cooperate with the Purchaser for an orderly transition of
the business together with the Corporation's rights to continue to occupy the
office and facilities space it presently occupies, as a subtenant of Seller.
Seller shall cause the transfer to Purchaser of any and all rights to
trademarks, business name, phone numbers and lines, or other intangible assets
as well as equipment leases or other leases presently existing for the benefit
of the Corporation. Seller shall, simultaneously with the execution of this
Agreement, deliver to Purchaser resignation of its appointed officers and
directors of the corporation, attached hereto as Exhibits.
9. Any notices to be delivered under the terms of this Agreement shall be sent
certified mail, return receipt requested to:
If to Seller: 0000 X. Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxx Xxxx, Xxxxxxxxxx 00000
If to Purchaser: 0000 X. Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxx Xxxx, Xxxxxxxxxx 00000
10. This Agreement shall be binding upon the successors, heirs, executors,
administrators and assigns of the parties hereto.
11. Regardless of the place of its execution it is hereby specifically
agreed that this agreement shall be subject to the laws of the State of Nevada
and the jurisdiction of the County of Xxxxx therein. The parties hereby agreed
that
a. This Agreement and its validity, effect and performance shall be
governed by and construed and enforced in accordance with, the substantive laws
of the State of Nevada applicable to contracts made and to be performed entirely
within said State, without reference to choice or conflict of laws principles or
provisions which might otherwise be applicable or the law of any other forum
without regard to the jurisdiction in which any action or special proceeding is
filed; and
b. The parties herby irrevocably submit and consent to the jurisdiction of
any court of record of The State of Nevada and all purposes in
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connection with arbitration, including the entry of judgment on any award
rendered thereon. The parties further agree that any process or Notice of Motion
or other application to either of said courts, and any paper in connection with
the arbitration may be served by certified mail, return receipt requested, or by
personal service, or in such other manner as may be permissible under the rules
of the applicable court of arbitration tribunal provided a reasonable time for
appearance is allowed.
12. No modification of this Agreement will be effective unless it is in writing
and is signed by both the Buyer and Seller. This Agreement binds and benefits
both the Buyer and Seller and any successors. Time is of the essence of this
agreement. This document, including any attachments, is the entire agreement
between the Buyer and Seller.
13. This contract is subject to Arbitration pursuant to the Federal Arbitration
Act (U.S.C. Section 1, et. seq.) and/or the 1958 convention of the recognition
and enforcement of Foreign Arbitral Award, 9 U.S.C. Section 201 et. seq. Any
controversy or claim arising out of, or relating to any part of this provision,
or breach thereof, and which is not settled between the signatories hereto
themselves, shall be settled in accordance with the above written statutes,
which hearings to take place in the County of Xxxxx, State of Nevada, United
States of America, and judgment upon the award to the aggrieved signatory
(signatories, their heirs, assignees, and their designees) for the full amount
for the remuneration, plus all court costs, attorney fees, and other charges and
damages deemed fair by the Arbitrator(s).
14. The Seller warrants and represents to the Purchaser that (i) the execution,
delivery and performance of this Agreement has been duly authorized by necessary
corporate proceedings and that this Agreement constitutes a legal, valid and
binding obligation of the Seller, enforceable against it in accordance with its
terms, and (ii) it is not a party to any agreement or contract pursuant to which
there is any restriction or limitation upon its entering into this Agreement or
performing its obligations hereunder.
15. If any part of this Agreement is void or otherwise invalid and, hence,
unenforceable, such invalid or void portion shall be deemed to be separate and
severable from the other portions of this Agreement, and the other portions
shall be given full force and effect as if those void and invalid portions or
provisions had never been a part of this Agreement.
16. This Agreement shall inure to the benefit of, be enforceable by, and bind
the parties hereto and their respective heirs, executors, successors, permitted
assigns and personal representative. Purchaser may assign this Agreement to any
corporation or partnership the majority of which is owned and controlled by the
Purchaser without prior written notice to the Seller.
17. This Agreement together with the instruments referred to herein, contains
all of the understandings and agreements of the Parties with respect to the
subject matter discussed herein. All prior agreements whether written or oral
are merged herein and shall be of not force or effect.
18. The several representations, warranties and covenants herein shall survive
the execution hereof and shall be effective regardless of any investigation
that may have been made or may be made by or on behalf of any party. Seller
hereby covenants that it has not failed to disclose any material fact or
circumstances to Purchaser, which if known to the Purchaser prior to or during
this
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transaction would alter the Purchaser's decision as to if or in what manner the
Purchaser would acquire the subject shares from Seller.
19. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, and such counterparts together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
SELLER:
e-Net Xxxxxxxxx.Xxx Corporation
by /s/ Xxxxxxx X. Xxxx
-----------------------------
President
PURCHASER:
/s/ E. G. MARCHI
--------------------------------
E. G. MARCHI
