SALES AGREEMENT
Exhibit
10.1
This
agreement is entered into this 31st day of January, 2008
(the
“Agreement”) by and between MBA Holdings, Inc., a Nevada corporation (the
“Seller”), and Cactus Family Investments, LLC, an Arizona limited liability
company (the “Buyer”).
WHEREAS,
Seller desires to sell all of its ownership in one of its wholly-owned
subsidiaries, Mechanical Breakdown Administrators, Incorporated, a
Delaware corporation (“MBA”); and
WHEREAS,
Buyer desires to purchase MBA from Seller.
In
consideration of the mutual promises and covenants set forth below, the parties
hereto agree as follows:
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1.
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Assets
Sold. In exchange for the Purchase Price described below,
Seller hereby sells, assigns and transfers to Buyer all of the
Seller’s
right, title and interest in 100% of the outstanding capital stock
of
MBA.
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2.
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Purchase
Price. Upon the execution of this Agreement, Buyer shall
deliver to Seller at the offices of Seller a document discharging
and
releasing Three Hundred Thousand Dollars ($300,000) of debt owed
by Seller
to Buyer as the payment of the consideration for the sale of MBA
to Buyer
(the “Purchase Price”). The form of the document discharging and releasing
Seller from this debt is set forth as Exhibit A to this
Agreement.
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3.
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Assets
and Liabilities. The parties hereto agree and understand that
all of the assets and all of the liabilities of MBA, wherever situated,
known and unknown, existing now or in the future, will be transferred
to
and assumed by Buyer as a matter of law upon the execution of this
Agreement by the parties, without recourse by Buyer to or against
Seller.
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4.
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Seller’s
Representations. Seller hereby represents and warrants to Buyer
as follows:
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(a)
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Seller
has valid title to 100% of the issued and outstanding capital stock
of
MBA, and to the best of the knowledge of Seller, MBA has validly
formed
and is in good standing as of the date of this
agreement.
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(b)
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Since
Seller’s Board of Directors have approved the execution of this Agreement
and the transaction contemplated herein, Seller has full authority
to
sell, assign and transfer MBA to
Buyer.
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5.
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Buyer’s
Representations. Buyer hereby represents and warrants to Seller
as follows:
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(a)
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Buyer
has evaluated the high risks of purchasing MBA, including the capital
stock thereof which represents 100% of the ownership in MBA (the
“Shares”);
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(b)
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Buyer
is owned by an officer and Director of Seller for the past several
years
and is, therefore, fully aware of the profit and loss potential
of
MBA;
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(c)
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In
making the decision to purchase MBA including the Shares, Buyer
has relied
solely upon independent investigations made by or on behalf of
Buyer;
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(d)
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The
Shares, when acquired by Buyer, will be acquired in good faith
solely for
Buyer’s own account, for investment purposes only, and will not be
purchased with a view to, or for, the resale, distribution, subdivision
or
fractionalization thereof;
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(e)
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Buyer,
understands htat the Shares have not been registered under the
Securities
Act of 1933, as amended (the “Act”), and agrees that the Shares may not be
sold, offered for sale, transferred, pledged, hypothecated or otherwise
disposed of except in compliance with the Act. Buyer understands
that the
legal consequences of the foregoing mean that Buyer must bear the
economic
risk of Buyer’s investment in the Shares for an indefinite period of time.
Buyer further understands that, if Buyer desires to sell or transfer
all
or any part of the Shares, when acquired, Buyer may require counsel
to
provide a legal opinion that the transfer may be made without registration
under the Act;
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(f)
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Buyer
understands no federal or state agency has made any finding or
determination as to the fairness of an investment in the MBA or
the
Shares;
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6.
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Litigation
and Arbitration. Any controversy or claim arising out of or
relating to this Agreement shall be settled by arbitration in the
Phoenix
metropolitan area in accordance with the then governing rules of
the
American Arbitration Association. The party to whom the arbitrator
or
arbitration panel makes an award shall be entitled to receive as
part of
the reward the reasonable cost of its attorney fees and litigation
expenses. Judgment upon the award rendered in the arbitration
may be enforced in court described in Paragraph 8 below of this
Agreement.
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7.
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Assignment. Rights
and obligations of a party to this Agreement may not be assigned
or
transferred without the other party’s prior written consent
thereto.
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2
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8.
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Governing
Law and Venue. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Arizona,
United
States of America. The parties hereby expressly agree that the
proper
venue for any claim or cause of action by the parties shall be
the
Superior Court for the District of Maricopa County, Arizona and
that each
party upon execution of this Agreement consents to the service
of process
from such court.
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9.
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Modification. No
modification or amendment of this Agreement shall be valid unless
it is in
writing and signed by both parties
hereto.
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10.
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Complete
Agreement. This Agreement constitutes the entire agreement between
the
parties hereto and supersedes all prior agreements and understandings
between the parties hereto.
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11.
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Waiver.
The waiver by either party of a breach of any term of this Agreement
shall
not operate as, or be construed as, a waiver of any subsequent
breach.
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12.
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Headings. The
headings in this Agreement are inserted for convenience only and
shall not
be considered in interpreting the provisions
hereof.
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13.
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Counterparts
And Facsimile Signatures. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original
but all of
which together shall constitute one and the same instrument. Facsimile
signatures shall be valid and
enforceable.
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IN
WITNESS WHEREOF, the parties have executed this Agreement on January 31,
2008.
| M.B.A. Holdings, Inc. | ||
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| By: | /s/ Xxxx X. Xxxxxxxxxx | |
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Xxxx
X. Xxxxxxxxxx,
President
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| CACTUS FAMILY INVESTMENTS, LLC | ||
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| By: | /s/ Xxxxxx Xxxxxxxxxx | |
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Xxxxxx
Xxxxxxxxxx, Manager
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3
EXHIBIT
A
DISCHARGE
AND RELEASE
Cactus
Family Investments, LLC an Arizona limited liability company (“Cactus”), hereby
discharges and releases MBA Holdings, Inc., a Nevada corporation (“MBAH”), from
Three Hundred Thousand Dollars ($300,000) of debt owed to Cactus from cash
loans
to MBAH and interest due thereon totaling approximately $123,964.22 and rent
due
to Cactus from MBAH and interest thereon totaling approximately $176,035.78.
Any
and all outstanding notes that cover these amounts made by MBAH and delivered
to
Cactus for loans and accrued debt made by Cactus to MBAH shall be
marked “Paid in Full” and dated by Cactus January 31, 2008 and
returned to MBAH.
| CACTUS FAMILY INVESTMENTS, LLC | ||
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| By: | /s/ Xxxxxx Xxxxxxxxxx | |
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Xxxxxx
Xxxxxxxxxx,
Manager
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