EXHIBIT 10.72
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is entered into as of the
5TH day of April, 2004, by and between National Education Loan Network, Inc.,
a Nevada corporation (the "Buyer") and INFINET Integrated Solutions, Inc., an
Illinois corporation (the "Company").
RECITALS
The parties desire that Company issues and sells to Buyer and Buyer
purchases from Company upon the terms and conditions hereinafter set forth all
of the capital stock representing a 50.0% equity interest in Company immediately
after all transactions contemplated or referenced in this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and in
consideration of and in reliance upon the representations, warranties and
obligations in this Agreement, the parties agree as follows:
ARTICLE I
PURCHASE OF STOCK
1.1 DEFINITION REFERENCE. Certain capitalized terms are defined in
Section 8.1.
1.2 PURCHASE OF STOCK. Subject to the terms of this Agreement, Company
agrees to issue, sell, transfer and assign (or cause to be sold, transferred and
assigned) to Buyer free of all Liens, and Buyer agrees to purchase, such number
of shares of the Company's issued and outstanding capital stock ("Stock") so as
to cause Buyer, immediately following such issuance and the transactions
specified in Section 2.1.1, to own 50% of the Stock (with such number of shares
currently estimated to be 8,454,884 shares of Class A common stock and 6,771
shares of Class B common stock) (the "Purchased Stock"). The precise number of
shares of Purchased Stock shall be determined following the redemptions of Stock
as provided in Section 2.1.1, provided, however, that the number of shares
acquired by Buyer shall, in any event, result in the Buyer owning 50% of the
Stock following the Closing.
ARTICLE II
CONSIDERATION
2.1 PURCHASE PRICE. In consideration of the Purchased Stock, Buyer will
pay Company the aggregate purchase price of $4,860,000.00 (the "Purchase
Price"), payable as set forth below.
2.1.1 CLOSING PAYMENT. At Closing, Buyer will simultaneously pay
all parties by wire transfer in immediately available funds the amount of the
Purchase Price, in the following manner: (i) that portion ($2,280,739.89) of the
Purchase Price necessary to redeem all shares of Stock held by UICI (the "UICI
Stock") and satisfy in full the balance of principal and accrued interest
through March 31, 2004 under that certain Senior Subordinated Convertible Note
dated as of January 21, 2003, executed and delivered by the Company to UICI (the
"UICI Note"), shall be paid on behalf of the Company to UICI in return for a
release of rights executed by UICI in form and substance satisfactory to Buyer
(the "UICI Payment"); it being understood that $2,250,822.08 of the UICI Payment
relates to the repurchase of the UICI Stock and the UICI Note and $29,917.81 of
the UICI Payment relates to accrued interest under the UICI Note through March
31, 2004, with accrued interest from April 1, 2004 through Closing to be paid
directly by the Company to UICI at Closing; (ii) that portion ($320,743.16) of
the Purchase Price necessary to redeem Stock from shareholders of the Company
wishing to end their ownership in the Company, as set forth in Schedule 2.1.1(a)
attached hereto ("Selling Shareholders") shall be paid to such Selling
Shareholders on behalf of the Company in return for a release of rights executed
by the Selling Shareholders, as well as documentation evidencing such
redemptions in form and substance satisfactory to Buyer; and (iii) the balance
($2,258,516.95) of the Purchase Price shall be paid to the Company. Such balance
of the Purchase Price shall be retained within the Company to be utilized as
operating capital in the ordinary course of business. Such payments shall be
made in immediately available funds via wire transfer of the amounts and to the
accounts specified in Schedule 2.1.1(b) attached hereto.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF COMPANY
The Company represents and warrants to Buyer, with respect to the
Company and each of the Subsidiaries (which subsidiaries, for the purpose of
this Article III shall be included in the term "Company" except where otherwise
noted), as of the date of this Agreement and as of Closing, as follows:
3.1 OWNERSHIP OF STOCK. Upon the delivery to the Buyer of the endorsed
stock certificates the Buyer will be the title and beneficial owner of the
Purchased Stock, which shall constitute 50.0% of the Stock (voting and
nonvoting) of the Company, and which shall be free and clear from all Liens of
any nature.
3.2 AUTHORIZATION; ORGANIZATION AND STANDING; NON-CONTRAVENTION. The
Company has the necessary power and authority to execute and deliver this
Agreement and to perform the obligations to be performed by the Company
hereunder, and this Agreement is valid and binding upon the Company and
enforceable in accordance with its terms. The execution and delivery of this
Agreement by the Company do not, and the consummation of the transactions
contemplated hereby and the performance by the Company of the terms of this
Agreement will not (a) violate any Law, (b) conflict with, result in a breach
of, constitute a default under, result in the acceleration of, create in any
Person the right to accelerate, modify or cancel, or require any notice under
any contract to which the Company is a party or by which the Company is bound or
which any of its assets are subject, (c) violate provisions of the Company's
articles of incorporation or bylaws, or (d) result in acceleration of any
obligation under, or constitute an event of default under any order, judgment or
decree to which the Company is bound. No approval, authorization, license,
permit or other action by, or filing with, any Governmental Authority or
non-governmental third party, or of the directors of the Company is required
that has not been obtained in connection with the execution and delivery of this
Agreement by the Company or the consummation by the Company of the transactions
contemplated hereby.
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3.3 INTELLECTUAL PROPERTY. Schedule 3.3(a) attached hereto sets forth a
complete list of all patents, pending patent applications and registration
certificates (including a brief description of the subject matter thereof, the
jurisdiction, the date of issue or filing and the patent or application number),
all trade names, trade marks and service marks and applications therefor, all
copyright registrations, all copyrights not registered, all internet domain name
registrations of the Company, and all source codes used in the business and
operations of the Company and the Subsidiaries as presently conducted
(collectively, the "Intellectual Property"). Except as set forth on Schedule
3.3(b), the Company is the sole and exclusive owner of the entire right, title
and interest in and to the Intellectual Property, free of any and all Liens, and
there are no pending, or to the Company's knowledge, threatened proceedings or
litigation or other adverse claims affecting or with respect to the Intellectual
Property. No Person is infringing the Intellectual Property, and none of the
Intellectual Property is infringing upon the intellectual property rights of any
other Persons.
3.4 ORGANIZATION AND STANDING OF COMPANY.
(a) The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Illinois, its state
of incorporation, and is legally qualified to transact business and is
in good standing in every jurisdiction in which the nature of the
business conducted by it or the character or location of properties
owned or leased by it makes such qualification necessary, except in such
jurisdiction where failure to be so duly qualified would not have a
material adverse effect upon the Company. A list of the jurisdictions in
which the Company is qualified to transact business is set forth in
Schedule 3.4(a) attached hereto.
(b) The Company has delivered to Buyer a true and complete copy
of Company's articles of incorporation and bylaws, and any amendments
thereto, presently in effect. The minute books of the Company are in
good order, true, complete, correct and up-to-date, and with all
necessary signatures, setting forth all meetings and actions taken by
the shareholders and directors of the Company. The stock transfer books
and stock ledgers of the Company are in good order, true, complete,
correct and up-to-date, with all necessary signatures, and set forth all
stock certificates issued, transferred and surrendered. The Company is
not in default under or in violation of any provision of its articles of
incorporation or bylaws.
(c) The Company's authorized capital stock consists of 100
million shares of Class A common stock, no par value, and 1 million
shares of Class B non-voting common stock, no par value per share.
Schedule 3.4(c) attached hereto sets forth the number of shares of Stock
that are issued and outstanding and owned by the persons set forth in
Schedule 3.4(c) attached hereto as of the date of this Agreement. The
Purchased Stock will be duly authorized, issued and transferable to
Buyer as of the Closing Date. The Purchased Stock is duly authorized,
validly issued, fully paid, non-assessable and free of and not subject
to any shareholder's preemptive rights that have not been waived, and is
subject to no restrictions with respect to transferability other than as
specified in the Stockholder's Agreement. Except as set forth in
Schedule 3.4(c) hereto, there are no outstanding or authorized stock
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appreciation, phantom stock, profit participation or similar rights with
respect to Company. Except as set forth in Schedule 3.4(c) hereto, there
are no voting trusts, proxies or other agreements or understandings with
respect to the voting of the Purchased Stock. Except as set forth in
Schedule 3.4(c) hereto, there are no outstanding subscriptions, options,
warrants, calls, contracts, demands, commitments, convertible
securities, rights of first refusal or other agreements or arrangements
of any nature whatsoever under which the Company or any shareholder
thereof are or may become obligated to issue, assign or transfer any
shares of the capital stock of Company.
(d) The Company has all licenses, permits and authorizations
necessary to carry on the businesses in which it is engaged and to own
and use the properties owned and used by it. None of the licenses,
permits and authorizations of Company will be terminated or are
terminable due to consummation of the transaction provided for herein.
3.5 GOOD TITLE TO ASSETS. The Company is the sole and unconditional
owner of, and has good and marketable title, free and clear of any Liens, to the
properties and assets used by it, located on its premises, or shown in the most
recent financial statements. The properties and assets owned by the Company as
of the Closing Date shall permit Company to continue and carry on business and
operations in the ordinary course of business.
3.6 MATERIAL CONTRACTS. Schedule 3.6 attached hereto is a true and
complete schedule of all of the agreements which are binding upon the Company,
and which individually involve purchases, sales, transfers or services
aggregating in excess of $25,000, with respect to any benefit plans, for the
purchase of materials, supplies, services or equipment, for the borrowing of
money, for the acquisition of a business or asset, with respect to transfers of
licenses of software, or other existing agreements pertaining to or affecting
the Company. True, correct and complete copies of all documents referred to in
Schedule 3.6 have been delivered to Buyer. No Person has claimed that any of
such agreements listed in Schedule 3.6 are invalid or unenforceable or in
default. None of such agreements contain any provision which will or could
result in termination or modification of any term upon change in control of the
Company. With respect to each of the agreements listed in Schedule 3.6, such
agreement is legal, valid, binding, enforceable and in full force and effect
and/or continue to be so following consummation of the transaction contemplated
hereby, and no party is in breach or default and no event has occurred which
with notice or lapse of time, would constitute a breach or default, or permit
termination, modification or acceleration under such agreement.
3.7 SUBSIDIARIES. The Company has no Subsidiary with the exception of
those set forth in Schedule 3.7 attached hereto, and each of the representations
and warranties made with respect to the Company shall be fully applicable to
each of the Subsidiaries.
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3.8 LITIGATION. There are no actions, claims, proceedings, litigation,
state or federal equal employment opportunity commission proceedings or, to the
Company's knowledge, investigations pending or threatened against the Company
with respect to its business, that could reasonably be expected to have,
directly or indirectly, individually or in aggregate, a material adverse effect
upon the Company. All pending litigation is identified in Schedule 3.8 attached
hereto.
3.9 COMPLIANCE WITH LAWS. The Company has complied in all material
respects and is complying in all material respects with all Laws, and the
Company has not received notice of violation of any applicable Law.
3.10 COMPENSATION OF EMPLOYEES. The Company has furnished to Buyer a
true, correct and complete list of the names and job titles of all persons who
are employees of the Company, together with annual base salaries, bonuses and
commissions of such employees, attached hereto as Schedule 3.10(a). There are no
arrearages in the payment of wages or salaries to such employees. Other than the
employment agreements listed in Schedule 3.10(b) attached hereto, the Company
has no employment agreements, compensation or deferred compensation arrangements
or consulting agreements with any employee or other person or entity which is in
writing or which is not terminable at will. The information contained in
Schedule 3.10 will be accurate and shall not have been modified as of the
Closing Date.
3.11 TAXES. All material tax returns required to be filed prior to the
Closing Date have been filed in a timely manner and are true, complete and
correct in all material respects. All material taxes relating to the Company due
on or before the Closing Date have been timely and fully paid. The charges,
accruals and reserves for taxes due, or accrued but not yet due, relating to the
Company for any tax period prior to the Closing Date as reflected on the books
of the Company are adequate to cover such taxes. No penalties or other charges
of any nature are or will become due with respect to the late filing of any tax
returns required to be filed on or before the Closing Date. All material taxes
that the Company is required by Law to withhold or collect have, in all
respects, been duly withheld or collected and have been timely paid over to the
extent due and payable. There are no tax sharing agreements to which the Company
is now or ever has been a party. The Company is not a party to any agreement
that would result, separately or in the aggregate, in the payment of any "excess
parachute payments" within the meaning of ss. 280G of the Internal Revenue Code
of 1986, as amended (the "Code"). The Company is not a party to any joint
venture, partnership or other arrangement or contract that could be treated as a
partnership for federal income tax purposes.
3.12 EMPLOYEE BENEFIT PLANS. Except as identified and described in
Schedule 3.12 attached hereto, the Company does not have "employee benefit
plans" as that term is defined in the Employee Retirement Income Security Act of
1974, as amended, that currently are maintained by, sponsored in whole or in
part by or contributed to, by or on behalf of the Company as applicable, for the
benefit of the respective employees, retirees, dependents, spouses, directors,
independent contractors or other beneficiaries. Schedule 3.12 consists of a
true, correct and complete copy of the employee handbook in effect with respect
to the Company's employees as of the date hereof, which handbook contains true
and complete copies or summaries of all material pension, retirement,
profit-sharing, deferred compensation, stock option, employee stock ownership,
severance pay, vacation, bonus or other material incentive plans, all other
material written employee programs, arrangements or agreements, whether arrived
at through collective bargaining or otherwise, all material medical, vision,
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dental or other health plans, all life insurance plans and all other material
employee benefit plans or fringe benefit plans, including, without limitation,
all "employee benefit plans" as that term is defined in Section 3(3) of the
Employee Retirement Income Security act of 1974, as amended ("ERISA"), currently
adopted, maintained by, sponsored in whole or in part by, or contributed to by,
or on behalf of, the Company for the benefit of its employees, retirees,
dependents, spouses, directors, independent contractors or other beneficiaries
who are eligible to participate therein (the "Benefit Plans"). Neither the
Company nor any ERISA affiliate of the Company (which for purposes of this
Agreement shall mean any entity required to be aggregated with the Company under
Code Sections 414(b), (c), (m) or (o) which maintains or has maintained any
multi-employer plan within the meaning of Section 3(37) of ERISA. All Benefit
Plans are in compliance in all material respects with the applicable terms of
ERISA, the Code and any other applicable laws, rules and regulations. No Benefit
Plan which is a Defined Benefit Pension Plan (within the meaning of ERISA) has
any "unfunded current liability," as that term is defined in Section
302(d)(8)(A) of ERISA, and the present fair market value of the assets of any
such plan exceeds the plan's "benefit liabilities," as that term is defined in
Section 4001(a)(16) of ERISA, when determined under actuarial factors that would
apply if the plan terminated in accordance with all applicable legal
requirements. No Benefit Plan has an "accumulated funding deficiency" as defined
in Code Section 412. No event has occurred with respect to a Benefit Plan that
could subject the Company to liability under Title IV of ERISA. No Benefit Plan
has been funded or administered in a manner that would result in Liability for
any Tax or penalty for overfunding or prohibited transactions under applicable
law.
3.13 ABSENCE OF CERTAIN EVENTS. Except as otherwise disclosed in
Schedule 3.13, since December 31, 2003, there has not been:
(a) an amendment to the Company's articles of incorporation or
bylaws, or merger with or into or consolidation with any Person, change
or agreement to change any agreements to which the Company is a party or
the character or the business of the Company;
(b) any dividends declared or paid or other distributions of any
kind to the Company's shareholders declared or made, or any direct or
indirect redemption, purchase, retirement or other acquisition of any of
the Stock, without the prior written consent of Buyer in its discretion;
(c) any loan or advance made to any of the Company's officers,
directors, employees, consultants, agents, shareholders or any other
loan or advance made otherwise than in the ordinary course of business;
(d) any change in the financial condition, properties, business
or operations of the Company or any event or circumstance which is, or
may result in, singly or in the aggregate, a material adverse effect on
the Company;
(e) any loss affecting any asset of the Company, unless such loss
could not reasonably be expected to result in a material adverse effect
upon the Company;
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(f) any strike or other labor trouble or dispute has resulted in
or may result in a material adverse effect upon the Company;
(g) any loss of any permit, license, qualification or certificate
of authority held by the Company;
(h) any indebtedness, Liability or obligation incurred by Company
or any transaction entered into by the Company, other than in the
ordinary course of business, or any guarantee by the Company of any
indebtedness, Liability or obligation of any other Person;
(i) any obligation, Liability or Lien, paid, discharged or
satisfied by or on behalf of the Company other than the current
Liabilities reflected in the most recent financial statement;
(j) any sale, transfer or other disposition of any asset of the
Company having a book value in excess of $10,000 in a single instance
and $25,000 in the aggregate, or any cancellation of any debt or claim
of the Company having a book value in excess of $10,000 in a single
instance and $25,000 in the aggregate, except in the ordinary course of
business;
(k) any material change in, or any contract to materially change,
the compensation or other direct or indirect remuneration payable to any
officer, employee or agent of the Company or any bonus, incentive or
deferred compensation, profit sharing, retirement, pension, group
insurance, death benefit or other fringe benefit plan, or any employment
or consulting agreement, granted, entered into or materially amended or
altered, other than in the ordinary course of business or as required
pursuant to an existing employment agreement;
(l) any capital expenditure, addition or improvement made or
committed to be made by or on behalf of the Company in excess of $25,000
with respect to any single expenditure, addition or improvement of
Company;
(m) any termination or failure to renew, or receipt of a threat
(that was not subsequently withdrawn) by a third party to terminate or
fail to renew any material agreement to which the Company is a party;
(n) any material failure to maintain the books and records of the
Company in the usual, regular and ordinary manner, consistent with past
practice, or any material change in the accounting principle or practice
of the Company; or
(o) any write-off as uncollectible of any receivables, or any
portion thereof; or
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(p) any adverse change in the business, financial condition,
operations, results of operations or future prospects of the Company.
3.14 FINANCIAL STATEMENTS. Schedule 3.14 attached hereto contains an
unaudited balance sheet of Company as of December 31, 2000 and December 31,
2001, an audited financial statement as of, and for the period ending on,
December 31, 2002, an unaudited financial statement as of, and for the period
ending on, December 31, 2003, and unaudited interim financial statements as of,
and for the one month periods ended, January 31, 2004 and February 28, 2004,
relating to the Company (collectively, the "Financial Statements"). Such
information fairly presents the financial condition and results of operation of
the Company as of and for such periods, has been prepared on a consistent basis
throughout the periods covered thereby, and is consistent with the books and
records of the Company. All of the Financial Statements have been prepared in
accordance with GAAP on a consistent basis throughout the periods covered
thereby, with the exception, in some cases, of the absence of footnote
disclosure and year-end adjustments.
3.15 ABSENCE OF UNDISCLOSED LIABILITIES. The Company does not have any
direct or indirect, primary or secondary, Liability of any type, whether
accrued, absolute or contingent, liquidated or unliquidated, matured or
unmatured, or otherwise that will have, or is reasonably likely to have,
individually or in the aggregate, a material adverse effect upon the Company,
except for the Liabilities which are accrued or reserved against and reflected
upon the Financial Statements of the Company or that have been incurred since
December 31, 2003 in the ordinary course of business aggregating up to a maximum
of approximately $125,000 (excluding legal and accounting fees related to this
transaction, annual insurance payments and accrued interest owing to UICI).
There are, following payment to UICI pursuant to Section 2.1.1(i) hereof,
currently no outstanding Liabilities of the Company other than to ▇▇▇▇▇▇ Bank
and trade payables in the ordinary course of business. The current balance of
indebtedness owed to ▇▇▇▇▇▇ Bank by the Company is approximately $600,000. The
aggregate of all Liabilities pursuant to accounts payable or other indebtedness
incurred by the Company in the ordinary course of business is less than $125,000
(excluding legal and accounting fees related to this transaction, annual
insurance payments and accrued interest owing to UICI).
3.16 BROKERS AND FINDERS. The Company has not employed any broker or
finder or incurred any Liability for any financial advisory fees, or brokerage
fees, commissions or finder's fees in connection with this Agreement.
3.17 CONFLICTS OF INTEREST. No officer or director of the Company (or
any member of any family of such officer or director) has any direct or indirect
interest in any creditor, competitor, supplier, customer or agent of the
Company.
3.18 CUSTOMERS. No licensee which engages the services of or acquires
Intellectual Property from Company has terminated or, to the knowledge of the
Company, threatened to terminate or decrease its relationship with the Company.
As of the Closing Date, the Company is not required to provide any bonding or
other financial security arrangements in connection with any transactions with
any customers or suppliers.
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3.19 REAL ESTATE. Schedule 3.19 attached hereto is a true and complete
schedule of all leases of real estate to which the Company is a party and all
parcels of real estate in which the Company holds a title or leasehold interest.
All such leases are in full force and effect, the Company shall have the quiet
and peaceful possession of the properties covered thereby, and none of the
lessors thereunder are in material default under any of the terms thereof.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to the Company as follows:
4.1 ORGANIZATION AND POWER. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada.
Buyer has full corporate power to execute, deliver and perform this Agreement
and all other agreements and documents to be executed and delivered by it in
connection herewith.
4.2 AUTHORITY; NONCONTRAVENTION. Buyer has the necessary corporate
powers and authority to execute and deliver this Agreement and to perform the
obligations to be performed by Buyer hereunder, and this Agreement is valid and
binding upon Buyer and enforceable in accordance with its terms. The execution
and delivery of this Agreement will not (a) violate any Law, (b) conflict with,
result in a breach of, constitute a default under, result in acceleration of,
create in any Person the right to accelerate, modify or cancel, or require any
notice under any contract to which Buyer is a party or by which Buyer is bound
or which any of its assets are subject, (c) violate the articles of
incorporation or bylaws of Buyer, or (d) result in acceleration of any
obligation under, or constitute an event of default under, any order, judgment
or decree to which Buyer is bound. Except as specifically set forth in this
Agreement, no approval, authorization, license, permit or other action by, or
filing with, any Governmental Authority or non-governmental third party, or of
the shareholders or directors of Buyer is required that has not been obtained in
connection with the execution and delivery of this Agreement by Buyer or the
consummation by Buyer of the transactions contemplated hereby.
4.3 NO PUBLIC SALE OR DISTRIBUTION. Buyer is acquiring the Purchased
Stock for its own account and not with a view towards, or for resale in
connection with, the public sale or distribution thereof, except pursuant to
sales registered or exempted under the Securities Act; provided, however, that
by making the representations herein, Buyer does not agree to hold any of the
Purchased Stock for any minimum or other specific term and reserves the right to
dispose of the Purchased Stock at any time in accordance with or pursuant to a
registration statement or an exemption under the Securities Act.
4.4 ACCREDITED INVESTOR STATUS. Buyer is an "accredited investor" as
that term is defined in Rule 501(a) of Regulation D.
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4.5 RELIANCE ON EXEMPTIONS. Buyer understands that the Purchased Stock
are being offered and sold to it in reliance on specific exemptions from the
registration requirements of United States federal and state securities laws and
that the Company is relying in part upon the truth and accuracy of, and Buyer's
compliance with, the representations, warranties, agreements, acknowledgments
and understandings of Buyer set forth herein in order to determine the
availability of such exemptions and the eligibility of Buyer to acquire the
Purchased Stock.
4.6 INFORMATION. Buyer and its advisors, if any, have been furnished
with all materials relating to the business, finances and operations of the
Company and materials relating to the offer and sale of the Purchased Stock
which have been requested by Buyer. Buyer and its advisors, if any, have been
afforded the opportunity to ask questions of the Company. Neither such inquiries
nor any other due diligence investigations conducted by Buyer or its advisors,
if any, or its representatives shall modify, amend or affect Buyer's right to
rely on the Company's representations and warranties contained herein. Buyer
understands that its investment in the Purchased Stock involves a high degree of
risk. Buyer has sought such accounting, legal and tax advice as it has
considered necessary to make an informed investment decision with respect to its
acquisition of the Purchased Stock.
4.7 NO GOVERNMENTAL REVIEW. Buyer understands that no United States
federal or state agency or any other government or governmental agency has
passed on or made any recommendation or endorsement of the Purchased Stock or
the fairness or suitability of the investment in the Purchased Stock nor have
such authorities passed upon or endorsed the merits of the offering of the
Purchased Stock.
4.8 TRANSFER OR RESALE. Buyer understands that: (i) the Purchased Stock
have not been and are not being registered under the Securities Act or any state
securities laws, and may not be offered for sale, sold, assigned or transferred
unless (A) subsequently registered thereunder, or (B) sold, assigned or
transferred pursuant to an exemption from such registration, and (ii) neither
the Company nor any other Person is under any obligation to register the
Purchased Stock under the Securities Act or any state securities laws or to
comply with the terms and conditions of any exemption thereunder. The Purchased
Stock may be pledged in connection with a bona fide margin account or other loan
secured by the Purchased Stock and such pledge of Purchased Stock shall not be
deemed to be a transfer, sale or assignment of the Purchased Stock hereunder,
and Buyer may effect a pledge of Purchased Stock without providing the Company
with any notice thereof or otherwise making any delivery to the Company pursuant
to this Agreement or any other agreement executed in connection herewith;
provided, that in order to make any sale, transfer or assignment of Purchased
Stock, Buyer and its pledgee makes such disposition in accordance with or
pursuant to a registration statement or an exemption under the Securities Act.
4.9 LEGENDS. Buyer understands that the certificates or other
instruments representing the Purchased Stock, except as set forth below, shall
bear a restrictive legend in substantially the following form (and a
stop-transfer order may be placed against transfer of such stock certificates):
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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, OR (B) AN EXEMPTION FROM
REGISTRATION THEREUNDER. NOTWITHSTANDING THE FOREGOING, THE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.
The legend set forth above shall be removed and the Company shall issue
a certificate without such legend to the holder of the Purchased Stock upon
which it is stamped, if, unless otherwise required by state securities laws, (i)
such Purchased Stock are registered for sale under the Securities Act, or (ii)
such holder provides the Company with reasonable assurance that the Purchased
Stock can be sold, assigned or transferred without registration under the
Securities Act.
4.10 BROKERS AND FINDERS. Buyer has not employed any broker or finder or
incurred any Liability for any brokerage fees, commissions or finder's fees in
connection with this Agreement.
ARTICLE V
CLOSING
5.1 CLOSING. If the conditions to the parties' obligations enumerated
below in Sections 5.2 and 5.3 are satisfied, consummation of the transactions
contemplated hereby (the "Closing") shall take place on April 15, 2004 (the
"Closing Date") at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or on such other
date, including such earlier date, or at such other location as the parties may
agree. 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 in Sections 5.2 and 5.3 have been consummated.
5.2 CONDITIONS TO BUYER'S OBLIGATIONS. The obligation of Buyer to
perform this Agreement is subject to satisfaction (or written waiver by Buyer in
Buyer's sole discretion) of the following conditions at or before the Closing,
it being an explicit condition that all agreements and documents to be delivered
to Buyer which are not attached as Schedules (and therefore deemed satisfactory
to Buyer) must be in form and substance reasonably satisfactory to Buyer:
5.2.1 AGREEMENTS PERFORMED. The Company shall have performed all
of the obligations under this Agreement to be performed by it at or before the
Closing, and Buyer shall have received a certificate to such effect, executed by
the Company and dated as of the Closing Date;
11
5.2.2 REPRESENTATIONS ACCURATE. The representations and
warranties of the Company contained herein will continue to be accurate in all
material respects just as if made as of the Closing, without giving effect to
any supplemental disclosure, update or modification of any Schedule hereto, and
Buyer shall have received a certificate to such effect, executed by the Company
and dated as of the Closing Date;
5.2.3 NO CHANGE. There will have been no material adverse
changes in the financial condition, results of operations, assets, business or
prospects of the Company;
5.2.4 LEGAL ACTION. There will be no pending or threatened legal
action or inquiry which challenges the validity or legality of or seeks or could
reasonably be expected to prevent, delay or impose conditions on the
consummation of the transactions contemplated by this Agreement;
5.2.5 STOCK CERTIFICATES. Buyer will have received stock
certificates duly endorsed by authorized officers of the Company in Buyer's
name, representing the issuance and transfer of the Purchased Stock to Buyer,
free of all Liens, as well as all other documents to be delivered pursuant to
Section 5.5.1 hereof;
5.2.6 SHAREHOLDERS' AGREEMENT. Buyer will have entered into a
Stockholders' Agreement with the Company and all other shareholders of the
Company under terms satisfactory to Buyer;
5.2.7 DEALINGS WITH UICI. The Company will have paid and
satisfied all obligations to UICI in full and presented documentary evidence of
such payment to Buyer's satisfaction. The Company will also have redeemed any
stock in the Company owned by UICI under terms satisfactory to Buyer. The
Company will also have terminated all other agreements with UICI including
without limitation the Marketing Agreement, the Note Purchase Agreement, the
Registration Rights Agreement and the Co-Sale Agreement, each between the
Company and UICI, under terms satisfactory to all parties, including Buyer; and
5.2.8 NO EXERCISE OF PREEMPTIVE RIGHTS. The Company shall have
furnished to Buyer waivers or agreements not to exercise any existing preemptive
rights in connection with the Purchased Stock, executed by any person or entity
holding any such preemptive right.
5.2.9 OTHERS. Buyer will have received each other document
required to be delivered to Buyer hereunder.
5.3 CONDITIONS TO THE COMPANY'S OBLIGATIONS. The obligation of the
Company to perform this Agreement is subject to satisfaction (or written waiver
of the Company in the Company's sole discretion) of the following conditions at
or before the Closing, it being an explicit condition that all agreements and
documents to be delivered to the Company which are not attached as Schedules
(and therefore deemed satisfactory to the Company) must be in form and substance
reasonably satisfactory to the Company:
5.3.1 AGREEMENTS PERFORMED. Buyer will have performed all of the
obligations under this Agreement to be performed by it at or before the Closing;
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5.3.2 REPRESENTATIONS ACCURATE. The representations and
warranties of Buyer contained herein will continue to be accurate in all
material respects just as if made as of the Closing without giving effect to any
supplemental disclosure, update or modification of any Schedule hereto pursuant
to Section 5.4.3 hereof;
5.3.3 LEGAL ACTION. There will be no pending or threatened legal
action or inquiry which challenges the validity or legality of or seeks or could
reasonably be expected to prevent, delay or impose conditions on the
consummation of the transactions contemplated by this Agreement;
5.3.4 OTHERS. The Company will have received each other document
required to be delivered to them hereunder.
5.4 CLOSING COVENANTS.
5.4.1 SUPPLEMENTAL DISCLOSURE. Until the Closing, the parties
hereto will immediately notify the other party of any event or circumstance
that:
(a) makes it necessary to correct any representation and
warranty in Article III or IV that has been rendered inaccurate
thereby; or
(b) arises hereafter and which, had it existed on or prior
to the date hereof, would have resulted in an inaccuracy in a
representation and warranty in Article III or IV.
5.4.2 SATISFACTION OF CONDITIONS. The Company agrees to use its
best efforts to cause each of the conditions set forth in Section 5.2 to be
satisfied at or before the Closing. Buyer agrees to use its best efforts to
cause each of the conditions set forth in Section 5.3 to be satisfied at or
before the Closing.
5.4.3 TERMINATION. This Agreement may be terminated:
(a) by written agreement of Buyer and the Company; or
(b) by Company, if there has been a material breach by
Buyer of any of the Buyers' representations, warranties,
covenants or agreements set forth in this Agreement which breach
cannot be cured after 20 days advanced written notice to the
Buyer; or
(c) by the Buyer, if there has been a material breach by
the Company or its Subsidiaries of any of the Company's
representations, warranties, covenants or agreements set forth in
this Agreement which breach cannot be cured after 20 days
advanced written notice to the Company or its Subsidiaries.
13
If this Agreement is terminated pursuant to paragraph (a) of this Section, all
provisions of this Agreement will become void without any liability on the part
of any party. If this Agreement is terminated pursuant to paragraph (b) of this
Section, all rights and remedies of each party hereunder and all other
provisions hereof related thereto will survive termination to the extent
required so that any party responsible for any breach or nonperformance of its
obligations hereunder prior to termination will remain liable for the damages
resulting therefrom. All rights and remedies of each party hereunder and all
other provisions hereof related thereto will survive termination to the extent
required so that any party responsible for any breach or nonperformance of its
obligations hereunder prior to termination will remain liable for the damages
resulting therefrom.
5.5 CLOSING DELIVERIES. At the Closing, the parties hereto will make the
transfers and deliveries hereinafter set forth. The transfers and deliveries
herein contemplated will be mutually interdependent and regarded as occurring
simultaneously; and no such transfer or deliver will become effective until all
of the transfers and deliveries provided for hereunder have been consummated.
The transfers and deliveries herein contemplated will be deemed to have occurred
and the Closing will be effective as of the close of business on the Closing
Date.
5.5.1 DELIVERIES FROM THE COMPANY TO BUYER. At the Closing, the
Company shall deliver or cause to be delivered the following to Buyer:
(a) certificates representing all of the Purchased Stock
duly endorsed by authorized officers of the Company, fully
registered in the name of Buyer and duly recorded on the
shareholder and transfer records of Company, free of all Liens
and assessments; and
(b) such other documents reasonably requested by Buyer to
be delivered to Buyer in order to effectuate the transactions
contemplated hereby.
5.5.2 DELIVERIES FROM BUYER TO THE COMPANY. At the Closing, Buyer
shall deliver or cause to be delivered to the Company the Purchase Price.
ARTICLE VI
COVENANTS
6.1 MISCELLANEOUS COVENANTS.
6.1.1 PUBLICITY. All public announcements relating to this
Agreement or the transactions contemplated hereby will be made only as may be
authorized written consent of Buyer and Company or as required by Law.
6.1.2 EXPENSES. Except to the extent otherwise specifically
provided herein, each party will pay all of its own respective expenses incident
to the transactions contemplated by this Agreement which are incurred by such
party or its representatives.
6.1.3 NO ASSIGNMENT. No assignment of any part of this Agreement
or any right or obligation hereunder may be made without the prior written
consent of all other parties, and any assignment attempted without that consent
will be void.
6.2 CONFIDENTIALITY.
6.2.1 CONFIDENTIALITY OBLIGATION. Except for a Required
Disclosure (as defined below) each party hereto agrees not to disclose or use,
directly or indirectly, any Confidential Information, at any time after
execution of this Agreement, and the Closing. In the event of a contemplated
Required Disclosure of Confidential Information by a party, such party agrees to
14
use his or its best efforts to provide the other party and the Company an
opportunity to object to the disclosure and as much prior written notice as is
possible under the circumstances. For purposes of this Section 6.2.1,
"Confidential Information" means (i) all information belonging to, used by, or
which is in the possession of any party hereto relating to the Company's or its
Subsidiaries' or another party hereto's business to the extent such information
is not intended to be disseminated to the public or is otherwise not generally
known to competitors of the Company or its Subsidiaries, including, but not
limited to, information relating to the Company's or its Subsidiaries' products,
services, strategies, pricing, customers, representatives, suppliers,
distributors, technology, finances, employee compensation, computer software and
hardware, inventions, developments, or trade secrets and (ii) all information
relating to the acquisition of the Purchased Stock by Buyer hereunder,
including, without limitation, all strategies, negotiations, discussions, terms,
conditions, pricing and other information relating to this Agreement and each
other document and agreement delivered in connection herewith. Each party hereto
acknowledges that following the Closing all of the Confidential Information will
be the exclusive proprietary property of the Company or of the appropriate other
parties hereto, as the case may be, whether or not prepared in whole or in part
by any party hereto and whether or not disclosed to or entrusted to the custody
of any party hereto. Nothing herein shall require any party to withhold from
disclosure of any Confidential Information hereunder where disclosure is
required by Law, required to be included in either party's financial statements
or required for the preparation and submission of any report for any agency,
commission or board requiring such information in connection with such party's
business (a "Required Disclosure"). Notwithstanding any other provision
contained in this Agreement to the contrary, the Buyer may furnish information
(including Confidential Information) to third Persons who are agents or
employees of the Buyer. From the date of this Agreement until the Closing Date,
Buyer and the Company shall not directly or indirectly solicit offers with
respect to, negotiate or discuss in any manner any of the transactions contained
in this Agreement with any third person or entity.
6.3 ACCESS TO INFORMATION. Upon reasonable notice and subject to
applicable Laws relating to the exchange of information, the Company shall
afford to the officers, employees, accountants, counsel and other
representatives of Buyer reasonable access, during normal business hours during
the period prior to the Closing Date, to all of the properties of the Company
and, during such period, the Company shall make available to Buyer all
information and Books and Records concerning the Company and its properties,
business and employees as Buyer may reasonably request.
6.4 CONDUCT OF BUSINESS. The Company agrees that, from the date hereof
through the Closing, except to the extent otherwise permitted by this Agreement
or consented to in writing by Buyer, the Company shall:
15
(a) operate its business only in the ordinary course of business;
(b) not enter into or assume any material agreement, contract or
instrument relating to the Company or enter into or permit any material
amendment, supplement, waiver or other modification in respect thereof;
(c) pay accounts payable and other obligations of the Company
when they become due and payable in the ordinary course of business;
(d) use its reasonable efforts to preserve its business
organizations intact, to retain the services of its employees and to
preserve its goodwill and relationships with customers, suppliers,
creditors and others having business relationships with it;
(e) take such action as may be reasonably necessary to preserve
its properties and assets and to maintain its permits and licenses;
(f) maintain its insurance policies in full force and effect;
(g) comply with any applicable Law;
(h) promptly advise Buyer in writing of any material adverse
effect on the Company or its business, financial condition or properties
and of any event or circumstance which will, or with reasonable
certainty will, result in such a material adverse effect on the Company
or which will, or with reasonable certainty will, constitute a violation
or breach of any representation, warranty or covenant contained in this
Agreement;
(i) review with Buyer all decisions regarding new contracts or
extensions or amendments of existing contracts, equipment purchases and
sales and other operational decisions involving individually $25,000 or
in the aggregate more than $50,000.00;
(j) except as required by applicable Law or contract, or except
as consented to in writing by Buyer, not make or commit to make any
salary or wage increase with respect to any officer, employee or agent
or enter into, amend or alter any Benefit Plan, trust agreement or
arrangement or any employment or consulting contract;
(k) not pay, discharge or satisfy any Liability or Lien other
than current Liabilities reflected in the most recent financial
statements of the Company, and current Liabilities incurred since the
date of the most recent financial statements of the Company in the
ordinary course of business;
16
(l) not sell, transfer or otherwise dispose of or encumber any of
its cash, assets or properties owned by the Company or its Subsidiaries;
(m) not declare or pay any dividend or make any distribution with
respect to the Stock, or redeem, purchase or otherwise acquire any of
its capital stock;
(n) not modify or amend any of the terms of any of the contracts
to which the Company is a party;
(o) not make any contract or understanding to take any action
referred to in Sections 6.4(a) through 6.4(n) above; and
(p) not take any affirmative action, or fail to take any
reasonable action within its control, which would result in any of the
changes or events listed in Sections 3.13(a) through 3.13(p).
6.5 FINANCIAL INFORMATION. From and after the date hereof, the Company
shall provide the board with copies of monthly financial statements of the
Company and at the same time the Company shall also be distributed to the entire
board. Such financial statements shall be delivered to Buyer within five (5)
days after such statements become generally available to management of the
Company.
6.6 OFFICERS AND EMPLOYEES. Without incurring any Liability with respect
to the Company, the Company shall use best efforts to cause all officers and
employees of the Company to remain with the Company after the Closing Date.
Prior to the Closing Date, the Company shall enter into employment agreements
with ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇ under terms as designated or
requested by Buyer, including noncompete covenants.
ARTICLE VII
INDEMNIFICATION
7.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Company in Article III and Buyer in Article IV will survive
the Closing and continue to be binding regardless of any investigation made at
any time by any party for a period of one (1) year following the Closing Date.
7.2 INDEMNIFICATION BY THE COMPANY. The Company will indemnify Buyer and
its Affiliates (exclusive of the Company and its Subsidiaries) and the
shareholders, directors, employees and agents of Buyer and its Affiliates
(exclusive of the Company and its Subsidiaries) (collectively, the "Buyer
Indemnified Parties") against and hold them harmless from:
(a) REPRESENTATIONS. All Liability, loss, damage, deficiency or
cost (including without limitation reasonable attorneys fees) resulting
from or arising out of any inaccuracy in or breach of any representation
or warranty by the Company herein or in any other agreement, or document
referred to herein and delivered by or on behalf of the Company in
17
connection herewith (except, and only to the extent, that any such
agreement or document provides for an economically equivalent remedy to
Buyer as is provided hereunder, the intentions of the parties being to
avoid any duplication of recovery for any breach hereunder); provided,
however, in no event shall this subsection (a) apply to any inaccuracy
or breach caused by an event which occurs after the Closing;
(b) COVENANTS. All Liability, loss, damage, deficiency or cost
(including without limitation reasonable attorneys fees) from or arising
out of any breach or nonperformance of any covenant or obligation made
or incurred by the Company herein or in any other agreement or document
referred to herein and delivered by or on behalf of the Company in
connection herewith (except, and only to the extent, that any such
agreement or document provides for an economically equivalent remedy to
Buyer as is provided hereunder, the intentions of the parties being to
avoid any duplication of recovery for any breach thereunder).
7.3 INDEMNIFICATION BY BUYER. The Buyer will indemnify Company and its
agents (collectively, the "Company Indemnified Parties") against and hold them
harmless from:
(a) REPRESENTATIONS. All Liability, loss, damage, deficiency or
cost (including without limitation reasonable attorneys fees) from or
arising out of any inaccuracy in or breach of any representation or
warranty by Buyer herein or in any other agreement, or document referred
to herein and delivered by or on behalf of Buyer in connection herewith
(except, and only to the extent, that any such agreement or document
provides for an economically equivalent remedy to the Company as is
provided hereunder, the intentions of the parties being to avoid any
duplication of recovery for any breach hereunder);
(b) COVENANTS. All Liability, loss, damage or deficiency
resulting from or arising out of any breach or nonperformance of any
covenant or obligation made or incurred by Buyer herein or in any other
agreement or document referred to herein and delivered by or on behalf
of Buyer in connection herewith (except, and only to the extent, that
any such agreement or document provides for an economically equivalent
remedy to the Company as is provided hereunder, the intentions of the
parties being to avoid any duplication of recovery for any breach
thereunder).
7.4 INDEMNIFICATION CONTROL. Each Indemnified Party under this Section 7
shall, promptly after the receipt of notice of the commencement of any action or
other proceeding against such Indemnified Party in respect of which indemnity
may be sought under this Section 7, notify the Indemnifying Party in writing of
the commencement thereof. The omission of any Indemnified Party so to notify the
Indemnifying Party of any such action shall not relieve the Indemnifying Party
from any liability that it may have to such Indemnified Party under this Section
7 unless, and only to the extent that, such omission results in the Indemnifying
18
Party's forfeiture of substantive rights or defenses. In case any such action or
other proceeding shall be brought against any Indemnified Party and it shall
notify the Indemnifying Party of the commencement thereof, the Indemnifying
Party shall be entitled to participate therein and, to the extent that it may
wish, to assume the defense thereof, with counsel satisfactory to such
Indemnified Party in its reasonable judgment; provided, however, that any
Indemnified Party may, at its own expense, retain separate counsel to
participate in such defense. Notwithstanding the foregoing, in any action or
proceeding in which both the Indemnifying Party and an Indemnified Party is, or
is reasonably likely to become, a party, such Indemnified Party shall have the
right to employ separate counsel at the Indemnifying Party's expense and to
control its own defense of such action or proceeding if, in the opinion of
counsel to such Indemnified Party, (i) there are or may be legal defenses
available to such Indemnified Party or to other indemnified parties that are
different from or additional to those available to the Indemnifying Party which
counsel selected by the Indemnifying Party is not pursuing to the reasonable
satisfaction of the Indemnified Party, or (ii) any conflict or potential
conflict exists between the Indemnifying Party and such Indemnified Party that
would make such separate representation advisable; provided, however, that in no
event shall the Indemnifying Party be required to pay fees and expenses under
this Section 7 for more than one firm of attorneys representing the indemnified
parties in any jurisdiction in any one legal action or group of related legal
actions. The Indemnifying Party shall not, without the prior written consent of
the Indemnified Party, settle, compromise or consent to the entry of any
judgment in any pending or threatened claim, action or proceeding relating to
any matter subject to indemnification hereunder unless such settlement,
compromise or consent includes an unconditional release of the Indemnified Party
and each other Indemnified Party from all liability arising or that may arise
out of such claim, action or proceeding. The Indemnifying Party shall not be
liable for any settlement of any claim, action or proceeding effected against an
Indemnified Party without the Indemnifying Party's written consent, which
consent shall not be unreasonably withheld. The rights accorded to indemnified
parties hereunder shall be in addition to any rights that any Indemnified Party
may have at common law, by separate agreement or otherwise. "Indemnifying Party"
means the Company as indemnifying party under Section 7.2, and the Buyer as
indemnifying party under Section 7.3, as the case may be.
ARTICLE VIII
CONSTRUCTION
8.1 DEFINITIONS. When used in this Agreement, the following terms in all
of their tenses and cases will have the meanings assigned to them below or
elsewhere in this Agreement as indicated below:
"Affiliate" of any Person means any person directly or indirectly
controlling, controlled by, or under common control with, any such Person and
any officer, director or controlling person of such Person.
"Books and Records" means all books and records of the Company relating
to the Company's business and properties, including, but not limited to, (i) all
books and records relating to the purchase of materials and supplies, sales of
19
products, dealings with customers, invoices, suppliers' lists and personnel
records, (ii) all contracts, reports, opinions, maps and other documents
affecting the title to or the value of the properties of the Company, (iii) tax
returns, and (iv) all financial and operating data, files and other information
with respect to the Company's business and properties.
"Buyer" means National Education Loan Network, Inc., a Nevada
corporation.
"Closing" and "Closing Date" are defined in Section 5.1.
"Company" means infiNET Integrated Solutions, Inc., an Illinois
corporation.
"Company Indemnified Parties" is defined in Section 7.3.
"Confidential Information" is defined in Section 6.2.1.
"GAAP" means generally accepted accounting principles.
"Governmental Authority" means any federal, provincial, municipal,
state, regional or local authority, agency, body, court or instrumentality,
regulatory or otherwise, domestic or foreign, which, in whole or in part, was
formed by or operates under the auspices of any federal, provincial, municipal,
state, regional or local government, domestic or foreign.
"Law" means any common law and any federal, provincial, municipal,
state, regional, local or foreign law, bylaw, rule, statutes, ordinance, rule,
order or regulation.
"Liabilities" means responsibilities, obligations, duties, commitments,
claims and liabilities of any and every kind, whether known or unknown, accrued,
absolute, contingent or otherwise.
"Lien" means any security interest, lien, charge, covenant, condition,
easement, adverse claim, demand, encumbrance, limitation, security interest,
option, pledge, warrant, preemption right or any other title defect or
restriction of any kind.
"Person" means any individual, corporation, partnership, association or
any other entity or organization.
"Purchased Stock" means the capital stock the Company acquired by Buyer
at the Closing and which at the Closing shall represent 50.0% of the issued and
outstanding capital stock (voting and nonvoting) and equity interest in the
Company.
"Purchase Price" is defined in Section 2.1.
"Securities Act" means the Securities Act of 1933, as amended.
"Subsidiaries" means those set forth in Schedule 3.7 attached hereto.
"Tax" means any charge or assessment by or liability to any Governmental
Authority, including, but not limited to, any deficiency, interest or penalty.
20
8.2 NOTICES. All notices shall be in writing delivered as follows:
(a) If to Buyer:
National Education Loan Network, Inc.
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: 402/▇▇▇-▇▇▇▇
Facsimile: 402/458-2294
with a copy to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Perry, Guthery, ▇▇▇▇▇
& ▇▇▇▇▇▇▇▇, P.C., L.L.O.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: 402/ ▇▇▇-▇▇▇▇
Facsimile: 402/ 476-0094
(b) If to the Company:
INFINET Integrated Solutions, Inc.
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, CEO and Chairman
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: ▇▇▇.▇▇▇.▇▇▇▇
Facsimile: 847.821.3881
with copy to:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLC
Attn: ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: ▇▇▇.▇▇▇.▇▇▇▇
Facsimile: 312.569.3118
or to such other address as may have been designated in a prior notice. Notices
sent by registered or certified mail, postage prepaid, return receipt requested,
shall be deemed to have been given two business days after being mailed, and
otherwise notices shall be deemed to have been given when received.
21
8.3 BINDING EFFECT. Except as may be otherwise provided herein, this
Agreement will be binding upon and inure to the benefit of the parties and their
respective successors and permitted assigns. Except as otherwise provided in
this Agreement, nothing in this Agreement is intended or will be construed to
confer on any Person other than the parties any rights or benefits hereunder.
8.4 COUNTERPARTS. 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.
8.5 CONSTRUCTION. The language used in this Agreement will be deemed to
be the language chosen by the parties hereto to express their mutual intent, and
no rule of strict construction will be applied against either party. This
Agreement shall be construed to be valid and enforceable to the full extent
allowed by law. It is agreed that if any part, term or provision of this
Agreement is determined to be illegal, unenforceable or in conflict with
applicable law, the validity of the remaining terms and provisions shall not be
affected, and the rights and obligations of the parties shall be construed and
enforced as if the Agreement did not contain the term of provision held to be
invalid.
8.6 MODIFICATION. No supplement, modification or amendment of this
Agreement will be binding unless made in a written instrument which is signed by
both parties and which specifically refers to this Agreement.
8.7 ENTIRE AGREEMENT. This Agreement and the agreements and documents
referred to in this Agreement or delivered hereunder are the exclusive statement
of the agreement between the parties concerning the subject matter hereof. All
negotiations between the parties are merged into this Agreement, and there are
no representations, warranties, covenants, understandings or agreements, oral or
otherwise, in relation thereto between the parties other than those incorporated
herein and to be delivered hereunder. This Agreement shall specifically
supersede any prior negotiations, understandings or agreements between the
Company and Buyer.
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INTENDING TO BE LEGALLY BOUND, the parties have signed this Stock
Purchase Agreement as of the date first above written.
National Education Loan Network, Inc.
By: /S/ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------
Title: CEO
--------------------------------------
INFINET Integrated Solutions, Inc.
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------
Title: CEO
--------------------------------------