Exhibit 2.6
[NELNET COMPANY LOGO] P.O. Box 82505
Lincoln, NE 68501-2505
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402.458.2370
toll-free: 877.564.2696
fax: ▇▇▇.▇▇▇.▇▇▇▇
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June 15, 2000
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Farmers & Merchants Investment Inc.
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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: PURCHASE OF INTUITION HOLDINGS, INC. STOCK
Dear ▇▇. ▇▇▇▇▇▇:
This letter sets forth the terms and conditions by which NELnet, Inc., a
Nevada corporation ("Buyer") proposes to purchase from Farmers & Merchants
Investments Inc., a Nebraska corporation ("Seller") all of the outstanding
capital stock of InTuition Holdings, Inc., a Florida corporation. Those terms
and conditions are as follows:
1. Purchase of Stock. Subject to the terms of this Agreement, ▇▇▇▇▇▇ agrees
to sell, transfer and assign to Buyer free of all liens, and ▇▇▇▇▇
agrees to purchase from Seller, all of the issued and outstanding
capital stock (the "Stock") of InTuition Holdings, Inc., a Florida
Corporation (the "Company") owned by Seller, which represents 100% of
the equity ownership of the Company (the "Purchased Stock").
2. Purchase Price. In consideration of the Purchased Stock Buyer will pay
Seller the aggregate purchase price of Eighteen Million Dollars
($18,000,000.00) (the "Purchase Price"). At the Closing, Buyer will pay
Seller in immediately available funds the amount of $18,000,000.00 (the
"Closing Payment").
3. Closing. Consummation of the transactions contemplated hereby (the
"Closing") shall take place on June 15, 2000 (the "Closing Date") at
the offices of Seller in Lincoln, Nebraska, or on such other date or at
such other location as the parties may agree.
At the Closing, Seller shall deliver or cause to be delivered to Buyer
certificates representing all of the Purchased Stock fully registered
in the name of Buyer and duly recorded on the stockholder and transfer
records of the Company, free of all liens and assessments and each
other document reasonably requested to be delivered to Buyer hereunder.
At the Closing, Buyer shall deliver or cause to be delivered to
Origination Funding Servicing
Farmers & Merchants Investment Inc.
June 15, 2000
Page 2
Seller evidence of the Closing Payment and each other document
reasonably requested to be delivered to Seller hereunder.
The transfers and deliveries herein contemplated will be mutually
interdependent and regarded as occurring simultaneously; and no such
transfer or delivery will become effective until all of the transfers
and deliveries provided for have been consummated.
4. Entire Agreement. All negotiations among the parties are merged into
this Agreement, and there are no representations, warranties,
covenants, understandings or agreements, oral or otherwise, in
relation thereto among the parties other than those incorporated
herein and to be delivered hereunder. This Agreement shall
specifically supersede any prior negotiations, understandings or
agreements among Seller and Buyer. This Agreement may be executed in
multiple counterparts, each of which will be deemed an original, and
all of which together will constitute one and the same document.
If you are in agreement with the terms and conditions of this letter,
please sign in the space provided below and return a signed copy to the
undersigned prior to the close of business on June 15, 2000.
NELnet, Inc.
/s/ ▇▇▇ ▇▇▇▇
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▇▇▇ ▇▇▇▇, President
Accepted and agreed to this 15th day of June, 2000.
Farmers & Merchants Investment Inc.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President