EXHIBIT 10.2
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MEMBERSHIP INTEREST PURCHASE AGREEMENT
DATED AS OF SEPTEMBER 27, 2006
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SECURED FINANCIAL NETWORK, INC.
and
VIRTUAL PAYMENT SOLUTIONS, LLC
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TABLE OF CONTENTS
ARTICLE PAGE
1. Purchase and Sale of Stock................................................1
1.1 Agreement to Purchase and Sell........................................1
1.2 Purchase Price........................................................1
1.3 Payment of Purchase Price.............................................1
1.4 Closing...............................................................1
2. Representations and Warranties of Seller..................................2
2.1 Existence and Good Standing...........................................2
2.2 Corporate Authority...................................................2
2.3 Compliance with Law...................................................2
2.4 Validity and Effect of Agreements.....................................2
2.5 No Required Consents or Defaults......................................2
2.6 Affiliated Entities...................................................3
2.7 Capitalization........................................................3
2.8 Jurisdictions.........................................................3
2.9 Records...............................................................3
2.10 Officers and Directors.............................................3
2.11 Financial Statements...............................................3
2.12 Undisclosed Liabilities............................................3
2.13 Absence of Certain Changes or Events Since
the Date of the Unaudited Balance Sheet........................4
2.14 Taxes..............................................................5
2.15 Title to Company Interest..........................................5
2.16 Title to Property and Assets.......................................5
2.17 Condition of Personal Property.....................................5
2.18 Real Estate and Leases.............................................5
2.19 List of Contracts and Other Data...................................6
2.20 Business Property Rights...........................................6
2.21 No Breach or Default...............................................7
2.22 Labor Controversies................................................7
2.23 Litigation.........................................................7
2.24 Bank Accounts......................................................7
2.25 Powers of Attorney.................................................7
2.26 Insurance..........................................................7
2.27 No Brokers.........................................................8
2.28 No Misrepresentation or Omission...................................8
3. Representations and Warranties of Buyer...................................8
3.1 Existence and Good Standing...........................................8
3.2 Corporate Authority...................................................8
3.3 Compliance with Law...................................................8
3.4 Authorization; Validity and Effect of Agreements......................8
4 Other Covenants and Agreements............................................9
4.1 Section 338 Elections.................................................9
4.2 Indemnification by Seller............................................10
4.3 Indemnification by Buyer.............................................10
4.4 Tax Indemnity........................................................10
4.5 Conditions of Indemnification........................................11
4.6 Taxes and Expenses...................................................12
4.7 Company Cooperation..................................................12
4.8 Exclusive Dealing....................................................12
4.9 Public Announcements.................................................13
4.10 Buyer's Right of Offset...........................................13
5 Conditions of Closing....................................................13
5.1 Buyer's Conditions of Closing........................................13
5.2 Seller's Conditions of Closing.......................................15
6 Termination..............................................................15
6.1 Methods of Termination...............................................15
6.2 Procedure Upon Termination...........................................16
7 Miscellaneous............................................................16
7.1 Notice...............................................................16
7.2 Execution of Additional Documents....................................16
7.3 Binding Effect; Benefits.............................................17
7.4 Entire Agreement.....................................................17
7.5 Governing Law........................................................17
7.6 Survival.............................................................17
7.7 Counterparts.........................................................17
7.8 Headings.............................................................17
7.9 Waivers..............................................................17
7.10 Merger of Documents...............................................18
7.11 Incorporation of Exhibits and Schedules...........................18
7.12 Severability......................................................18
7.13 Assignability.....................................................18
EXHIBIT A.....................................................................20
FORM OF PROMISSORY NOTE.......................................................20
EXHIBIT B.....................................................................21
FORM OF EMPLOYMENT CONTRACT...................................................21
SCHEDULE 2.8..................................................................22
JURISDICTIONS WHERE COMPANY IS LICENSED TO DO BUSINESS........................22
SCHEDULE 2.10.................................................................23
OFFICERS AND DIRECTORS OF COMPANY.............................................23
SCHEDULE 2.12.................................................................24
UNDISCLOSED LIABILITIES.......................................................24
SCHEDULE 2.18.................................................................25
REAL PROPERTY OWNED/LEASED BY COMPANY.........................................25
SCHEDULE 2.19.................................................................26
LIST OF CONTRACTS AND OTHER DATA..............................................26
SCHEDULE 2.23.................................................................27
PENDING LITIGATION............................................................27
SCHEDULE 2.24.................................................................28
BANK ACCOUNTS.................................................................28
SCHEDULE 2.26.................................................................29
INSURANCE POLICIES............................................................29
MEMBERSHIP INTEREST PURCHASE AGREEMENT
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (the "Agreement") is dated the
day of September 27, 2006, by and among SECURED FINANCIAL NETWORK, INC., a
Nevada corporation (the "Buyer"), and VIRTUAL PAYMENT SOLUTIONS, LLC, a Nevada
Limited Liability Corporation (hereinafter referred to singularly and
collectively as "VPS"/ "Seller").
WHEREAS, Seller desires to sell, and Buyer desires to purchase, all of the
issued and outstanding units of membership interest of VPS, LLC., a Nevada
limited liability corporation (the "Company") for the consideration and upon the
terms and subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises, the provisions and the
respective agreements hereinafter set forth, the parties hereto hereby agree as
follows:
1. Purchase and Sale of Stock.
1.1 Agreement to Purchase and Sell.
Upon the terms and subject to the conditions set forth in this Agreement
and upon the representations and warranties made herein by each of the parties
to the other, on the Closing Date (as such term is hereinafter defined), Seller
shall sell, grant, convey, assign, transfer and deliver to Buyer, and Buyer
shall purchase and acquire from Seller, all of the issued and outstanding units
of membership interest of the Company (the "Company Interest"). The exact number
of Company Interest Units to be sold by Seller hereunder is (100) common units,
$25,000 par value per membership unit.
1.2 Purchase Price.
Upon the terms and subject to the conditions set forth in this Agreement,
in reliance upon the representations, warranties, covenants and agreements of
Seller contained herein, and in exchange for the Company Interest, Buyer agrees
to pay to Seller a purchase price (the "Purchase Price") of (i) Four Hundred
Thousand Dollars ($400,000.00), (ii) 5 million shares of Common Stock of Buyer
(SFNL), (iii) 2 million shares of Preferred Stock with a conversion value of
$1.the Adjustment to Purchase Price.
1.3 Payment of Purchase Price.
The Purchase Price shall be payable as follows: (i) by wire transfer of
$150,000 Dollars at closing, $150,000 payment on or before 10 business days from
closing, $100,000 on or before October 26, 2006, issuance of 5 million Common
shares of Buyer Stock, and issuance of 2 million shares of Preferred Stock of
buyer within 30 business days of closing. Preferred shares will pay a 7%
dividend and the shares will be convertible at $1 per share into Common Stock of
Company. 1.3 a HEB, LLC shall receive 20% of the Gross Income generated by
clients it brings to Company with a maximum payment of $1.5 million in cash
royalties.
1.4 Closing.
The closing of the purchase and sale of the Company Interest provided
herein (the "Closing") will be at the office of Seller at ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇.,
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ on September , 2006. Such date and time of Closing
is herein referred to as the "Closing Date."
2. Representations and Warranties of Seller.
Seller represents and warrants to Buyer as follows:
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2.1 Existence and Good Standing.
The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Nevada. The Company is duly
licensed or qualified to do business as a foreign corporation and is in good
standing under the laws of Florida.
2.2 Corporate Authority.
The Company has all requisite corporate power and authority to carry on its
business as now conducted.
2.3 Compliance with Law.
The Company is not in default with respect to any order of any court,
governmental authority or arbitration board or tribunal to which the Company is
a party or is subject, and the Company is not in violation of any laws,
ordinances, governmental rules or regulations to which it is subject. The
Company has obtained all licenses, permits and other authorizations and has
taken all actions required by applicable laws or governmental regulations in
connection with its business as now conducted.
2.4 Validity and Effect of Agreements.
This Agreement constitutes, and all agreements and documents contemplated
hereby when executed and delivered pursuant hereto will constitute, the valid
and legally binding obligations of Seller enforceable in accordance with their
terms, except that enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or other similar
laws of general application now or hereafter in effect relating to the
enforcement of creditors' rights generally and except that the remedies of
specific performance, injunction and other forms of equitable relief are subject
to certain tests of equity jurisdiction, equitable defenses and the discretion
of the court before which any proceeding therefore may be brought.
2.5 No Required Consents or Defaults.
The execution and delivery of this Agreement by Seller does not and the
consummation of the transactions contemplated hereby will not (i) require the
consent of any person not a party to this Agreement, (ii) result in the breach
of any term or provision of, or constitute a default under, or result in the
acceleration of or entitle any party to accelerate (whether after the giving of
notice or the lapse of time or both) any obligation under, or result in the
creation or imposition of any lien, charge, pledge, security interest or other
encumbrance upon any part of the property of the Company pursuant to any
provision of, any order, judgment, arbitration award, injunction, decree,
indenture, mortgage, lease, license, lien, or other agreement or instrument to
which Seller or the Company is a party or by which any of them is bound, or
violate or conflict with any provision of the by-laws or articles/certificate of
incorporation of the Company as amended to the date of this Agreement.
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2.6 Affiliated Entities.
The Company does not own, directly or indirectly, any interest in any
corporation, business trust, joint stock company, partnership or other business
organization or association.
2.7 Capitalization.
The Company has authorized membership interest consisting solely of (100)
membership units, $25,000 par value per unit, of which (100) units are presently
issued and outstanding. Except for rights granted pursuant to this Agreement,
there are no outstanding rights, warrants, options, subscriptions, agreements or
commitments giving anyone any right to require the Company to sell or issue, or
the Seller to sell, any capital stock or other securities of the Company.
2.8 Jurisdictions.
Schedule 2.8 contains a list of all jurisdictions in which the Company is
presently licensed or qualified to do business. The Company has complied in all
material respects with all applicable laws of each such jurisdiction and all
applicable rules and regulations of each regulatory agency therein. The Company
has not been denied admission to conduct any type of business in any
jurisdiction in which it is not presently admitted as set forth in such Schedule
2.8, has not had its license or qualifications to conduct business in any
jurisdiction revoked or suspended, and has not been involved in any proceeding
to revoke or suspend a license or qualification.
2.9 Records.
The corporate minute books of the Company to be delivered to Buyer within 7
days of Closing shall contain true and complete copies of the articles of
incorporation, as amended to the Closing Date, bylaws, as amended to the Closing
Date, and the minutes of all meetings of directors and shareholders and
certificates reflecting all actions taken by the directors or shareholders
without a meeting, from the date of incorporation of the Company to the Closing
Date.
2.10 Officers and Directors.
The officers and directors of the Company are as set forth in Schedule
2.11 Financial Statements.
Seller has furnished to Buyer (i) a compiled balance sheet and related
statement of income as of the end of the last fiscal year (the "Compiled Balance
Sheet"), and (ii) an unaudited balance sheet and related statement of income as
of June 30, 2006 (the "Unaudited Balance Sheet") (collectively the "Financial
Statements"). The Compiled Balance Sheet and the Unaudited Balance Sheet are
hereinafter collectively referred to as the "Balance Sheets." The Financial
Statements fully and fairly set forth the financial condition of the Company as
of the dates indicated, and the results of its operations for the periods
indicated, in accordance with GAAP consistently applied, except as otherwise
stated therein and in the related reports of independent accountants.
2.12 Undisclosed Liabilities.
The Company has no liabilities or obligations whatsoever, whether accrued,
absolute, contingent or otherwise, which are not reflected or provided for in
the Financial Statements except (i) accounts payable and accrued expenses
arising after the date of the Unaudited Balance Sheet which were incurred in the
ordinary course of business, in each case in normal amounts and none of which is
materially adverse, and (ii) liabilities as and to the extent specifically
described in Schedule 2.12.
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2.13 Absence of Certain Changes or Events Since the Date of the Unaudited
Balance Sheet. Since the date of the Unaudited Balance Sheet, the Company
has not:
(A) incurred any liability whatsoever, whether accrued, absolute,
contingent or otherwise, except those liabilities and obligations referred
to in Section 2.12 above, and except in connection with this Agreement and
the transactions contemplated hereby;
(B) discharged or satisfied any lien, security interest or encumbrance or
paid any obligation or liability (fixed or contingent), other than in the
ordinary course of business and consistent with past practice;
(C) mortgaged, pledged or subjected to any lien, security interest or other
encumbrance any of its assets or properties;
(D) transferred, leased or otherwise disposed of any of its assets or
properties except for a fair consideration in the ordinary course of
business and consistent with past practice or, except in the ordinary
course of business and consistent with past practice, acquired any assets
or properties;
(E) canceled or compromised any debt or claim, except in the ordinary
course of business and consistent with past practice;
(F) waived or released any rights of material value;
(G) except pursuant to those contracts listed on Schedules 2.18 and 2.19
hereto, transferred or granted any rights under any concessions, leases,
licenses, agreements, patents, inventions, trademarks, trade names, service
marks or copyrights or with respect to any know-how;
(H) made or granted any wage or salary increase applicable to any group or
classification of employees generally, entered into any employment contract
with, or made any loan to, or entered into any material transaction of any
other nature with, any officer or employee of the Company;
(I) entered into any transaction, contract or commitment, except (i)
contracts listed on Schedules 2.18 and 2.19 hereto and (ii) this Agreement
and the transactions contemplated hereby;
(J) suffered any casualty loss or damage (whether or not such loss or
damage shall have been covered by insurance) which affects in any material
respect its ability to conduct business, or suffered any casualty loss or
damage in excess of $25,000.00 and which is not covered by insurance; or
(K) declared any dividends or bonuses, or authorized or affected any
amendment or restatement of the articles of incorporation or by-laws of the
Company or taken any steps looking toward the dissolution or liquidation of
the Company.
Between the date of this Agreement and the Closing, the Company will not,
without prior written notice to Buyer, do any of the things listed in
sub-paragraphs (A) through (K) above.
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2.14 Taxes.
The Company (i) has duly and timely filed or caused to be filed all
federal, state, local and foreign tax returns (including, without limitation,
consolidated and/or combined tax returns) required to be filed by it prior to
the date of this Agreement which relate to the Company or with respect to which
the Company or the assets or properties of the Company are liable or otherwise
in any way subject, (ii) has paid or fully accrued for all taxes shown to be due
and payable on such returns (which taxes are all the taxes due and payable under
the laws and regulations pursuant to which such returns were filed), and (iii)
has properly accrued for all such taxes accrued in respect of the Company or the
assets and properties of the Company for periods subsequent to the periods
covered by such returns. No deficiency in payment of taxes for any period has
been asserted by any taxing body and remains unsettled at the date of this
Agreement. Copies of all federal, state, local and foreign tax returns of the
Company have been made available for inspection by Buyer.
2.15 Title to Company Interest.
The Company Interest are duly authorized, validly issued, fully paid and
nonassessable and are owned by Seller free and clear of all liens, encumbrances,
charges, assessments and adverse claims. The Company Interest are subject to no
restrictions with respect to transferability to Buyer in accordance with the
terms of this Agreement. Upon transfer of the Company Interest by Seller, Buyer
will, as a result, receive good and marketable title to all of the Company
Interest, free and clear of all security interests, liens, encumbrances,
charges, assessments, restrictions and adverse claims.
2.16 Title to Property and Assets.
The Company has good and marketable title to all of the properties and
assets reflected in the Balance Sheets and the Business Property Rights (as
defined in Section 2.20). None of such properties or assets is, except as
disclosed in said Balance Sheets or the Schedules hereto, subject to a contract
of sale not in the ordinary course of business, or subject to security
interests, mortgages, encumbrances, liens or charges of any kind or character.
2.17 Condition of Personal Property.
All tangible personal property, equipment, fixtures and inventories
included within the assets of the Company are in good, merchantable or in
reasonably repairable condition and are suitable for the purposes for which they
are used. No value in excess of applicable reserves has been given to any
inventory with respect to obsolete or discontinued products. To the best of the
Company's knowledge, all of the inventories and equipment, including equipment
leased to others, are well maintained and in good operating condition. N/A there
is no personal property, equipment, fixtures, or inventory held by VPS, LLC
2.18 Real Estate and Leases.
Schedule 2.18 contains a list of all real property owned by the Company or
in which the Company has a leasehold or other interest (whether as landlord,
tenant or otherwise) and of any lien, charge or encumbrance thereupon. Such
Schedule also contains a substantially accurate description identifying all such
real property and the significant rental terms (including rents, termination
dates and renewal conditions). N/A There is no real property owned by VPS, LLC
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2.19 List of Contracts and Other Data.
Schedule 2.19 sets forth the following:
(A) (i) all computer software, patents and registrations for trademarks,
trade names, service marks and copyrights which are unexpired as of the
date of this Agreement and which are owned by the Company, as well as all
applications pending on said date for patents or for trademark, trade name,
service ▇▇▇▇ or copyright registrations, and all other proprietary rights,
owned or held by the Company, and (ii) all licenses granted by or to the
Company and all other agreements to which the Company is a party and which
relate, in whole or in part, to any items of the categories mentioned in
sub-paragraph (A) above or to other proprietary rights of the Company which
are reasonably necessary to, or used in connection with, the business of
the Company;
(B) all collective bargaining agreements, employment and consulting
agreements, executive compensation plans, bonus plans, profit-sharing
plans, deferred compensation agreements, employee pension or retirement
plans, employee stock purchase and stock option plans, group life
insurance, hospitalization insurance or other plans or arrangements
providing for benefits to employees of the Company;
(C) all contracts, understandings and commitments (including, without
limitation, mortgages, indentures and loan agreements) to which the Company
is a party, or to which it or any of its assets or properties are subject
and which are not specifically referred to in sub-paragraphs (A) or (B)
above or in Schedule 2.18 hereof;
(D) the names and current annual compensation rates of all employees of the
Company; and
(E) all customer backlog which is represented by firm purchase orders,
identifying the customers, products and purchase prices.
True and complete copies of all documents and complete descriptions of all
oral understandings, if any, referred to in Schedules 2.18 and 2.19 have been
provided or made available to Buyer and its counsel.
2.20 Business Property Rights.
The property referred to in Section 2.19(A) above, together with (i) all
designs, methods, inventions and know-how related thereto and (ii) all
trademarks, trade names, service marks, and copyrights claimed or used by the
Company which have not been registered (collectively "Business Property
Rights"), constitute all such proprietary rights owned or held by the Company.
The Company owns or has valid rights to use all such Business Property Rights
without, to the best of Seller's knowledge, conflict with the rights of others.
Except as set forth in Schedule 2.23 hereto, no person or corporation has made
or, to the knowledge of Seller or the Company, threatened to make any claims
that the operation of the business of the Company is in violation of or
infringes any Business Property Rights or any other proprietary or trade rights
of any third party. To the knowledge of Seller or the Company, no third party is
in violation of or is infringing upon any Business Property Rights.
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2.21 No Breach or Default.
The Company is not in default under any contract to which it is a party or
by which it is bound, nor has any event occurred which, after the giving of
notice or the passage of time or both, would constitute a default under any such
contract. Seller has no reason to believe that the parties to such contracts
will not fulfill their obligations under such contracts in all material respects
or are threatened with insolvency.
2.22 Labor Controversies.
The Company is not a party to any collective bargaining agreement. There
are not any controversies between the Company and any of its employees which
might reasonably be expected to materially adversely affect the conduct of its
business, or any unresolved labor union grievances or unfair labor practice or
labor arbitration proceedings pending or threatened relating to its business,
and there are not any organizational efforts presently being made or threatened
involving any of the Company's employees. The Company has not received notice of
any claim that the Company has not complied with any laws relating to the
employment of labor, including any provisions thereof relating to wages, hours,
collective bargaining, the payment of social security and similar taxes, equal
employment opportunity, employment discrimination and employment safety, or that
the Company is liable for any arrears of wages or any taxes or penalties for
failure to comply with any of the foregoing. N/A There are no labor
controversies or current employees of VPS, LLC
2.23 Litigation.
Except as set forth in Schedule 2.23, there are no actions, suits or
proceedings with respect to the Company involving claims by or against Seller or
the Company which are pending or threatened against Seller or the Company, at
law or in equity, or before or by any federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality.
No basis for any action, suit or proceeding exists, and there are no orders,
judgments, injunctions or decrees of any court or governmental agency with
respect to which Seller or the Company has been named or to which Seller or the
Company is a party, which apply, in whole or in part, to the business of the
Company, or to any of the assets or properties of the Company or the Company
Interest or which would result in any material adverse change in the business or
prospects of the Company.
2.24 Bank Accounts.
The name of each bank, savings institution or other person with which the
Company has an account and the names and identification of all persons
authorized to drawn thereon or to have access thereto are as set forth on
Schedule 2.24.
2.25 Powers of Attorney.
There are no persons holding powers of attorney from the Company.
2.26 Insurance.
A list of all insurance policies owned by the Company, together with a
brief statement of the coverage thereof, are as set forth on Schedule 2.26.
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2.27 No Brokers.
Neither Seller nor the Company has entered into any contract, arrangement
or understanding with any person or firm which may result in the obligation of
Buyer or the Company to pay any finder's fees, brokerage or agent's commissions
or other like payments in connection with the negotiations leading to this
Agreement or the consummation of the transactions contemplated hereby, and
neither Seller nor the Company is aware of any claim or basis for any claim for
payment of any finder's fees, brokerage or agent's commissions or other like
payments in connection with the negotiations leading to this Agreement or the
consummation of the transactions contemplated hereby.
2.28 No Misrepresentation or Omission.
No representation or warranty by Seller in this Article 2 or in any other
Article or Section of this Agreement, or in any certificate or other document
furnished or to be furnished by Seller pursuant hereto, contains or will contain
any untrue statement of a material fact or omits or will omit to state a
material fact necessary to make the statements contained therein not misleading
or will omit to state a material fact necessary in order to provide Buyer with
accurate information as to the Company.
3. Representations and Warranties of Buyer.
Buyer represents and warrants to Seller as follows:
3.1 Existence and Good Standing.
Buyer is a corporation duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of incorporation. Buyer is duly
licensed or qualified to do business as a foreign corporation and is in good
standing under the laws of all other jurisdictions in which the character of the
properties owned or leased by it therein or in which the transaction of its
business makes such qualification necessary.
3.2 Corporate Authority.
Buyer has all requisite corporate power and authority to own its properties
and carry on its business as now conducted.
3.3 Compliance with Law.
Buyer is not in default with respect to any order of any court,
governmental authority or arbitration board or tribunal to which Buyer is a
party or is subject, and Buyer is not in violation of any laws, ordinances,
governmental rules or regulations to which it is subject. Buyer has obtained all
licenses, permits or other authorizations and has taken all actions required by
applicable laws or governmental regulations in connection with its business as
now conducted.
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3.4 Authorization; Validity and Effect of Agreements.
The execution and delivery of this Agreement and all agreements and
documents contemplated hereby by Buyer, and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all requisite
corporate action. This Agreement constitutes, and all agreements and documents
contemplated hereby when executed and delivered pursuant hereto will constitute,
the valid and legally binding obligations of Buyer enforceable in accordance
with their terms, except that enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other
similar laws of general application now or hereafter in effect relating to the
enforcement of creditors' rights generally and except that the remedies of
specific performance, injunction and other forms of equitable relief are subject
to certain tests of equity jurisdiction, equitable defenses and the discretion
of the court before which any proceeding therefor may be brought. The execution
and delivery of this Agreement by Buyer does not and the consummation of the
transactions contemplated hereby will not (i) require the consent of any third
party, (ii) result in the breach of any term or provision of, or constitute a
default under, or result in the acceleration of or entitle any party to
accelerate (whether after the giving of notice or the lapse of time or both) any
obligation under, or result in the creation or imposition of any lien, charge,
pledge, security interest or other encumbrance upon any part of the property of
the Company pursuant to any provision of, any order, judgment, arbitration
award, injunction, decree, indenture, mortgage, lease, license, lien, or other
agreement or instrument to which Buyer is a party or by which it is bound, and
(iii) violate or conflict with any provision of the by-laws or articles of
incorporation of Buyer as amended to the date of this Agreement.
4 Other Covenants and Agreements.
4.1 Section 338 Elections.
If requested by Buyer, Buyer and Seller shall join in an election to have
the provisions of Section 338(h)(10) of the Internal Revenue Code and similar
provisions of state law ("Section 338 Elections") apply to the acquisition of
the Company. Buyer shall be responsible for, and control, the preparation and
filing of such election. The allocation of purchase price among the assets of
the Company shall be made in accordance with Code Sections 338 and 1060 and any
comparable provisions of state, local or foreign law, as appropriate. Seller
shall, unless it would be unreasonable to do so, accept Buyer's determination of
such purchase price allocations and shall report, act, file in all respects and
for all purposes consistent with such determination of Buyer. Seller shall
execute and deliver to Buyer such documents or forms (including Section 338
Forms, as defined below) as Buyer shall request or as are required by applicable
law for an effective 338(h)(10) Election. "Section 338 Forms" shall mean all
returns, documents, statements, and other forms that are required to be
submitted to any federal, state, county or other local taxing authority in
connection with a 338(h)(10) Election, including, without limitation, any
"statement of Section 338 election" and IRS Form 8023 (together with any
schedules or attachments thereto) that are required pursuant to the Internal
Revenue Code and the regulations promulgated pursuant thereto.
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4.2 Indemnification by Seller.
Upon the terms and subject to the conditions set forth in Section 4.5
hereof, Seller agrees to indemnify and hold Buyer and the Company harmless
against, and will reimburse Buyer (or the Company if Buyer so requests) on
demand for, any payment, loss, damage (including incidental and consequential
damages), cost or expense (including reasonable attorney's fees and reasonable
costs of investigation incurred in defending against such payment, loss, damage,
cost or expense or claim therefor) made or incurred by or asserted against Buyer
or the Company at any time after the Closing Date in respect of any omission,
misrepresentation, breach of warranty, or nonfulfillment of any term, provision,
covenant or agreement on the part of Seller contained in this Agreement, or from
any misrepresentation in, or omission from, any certificate or other instrument
furnished or to be furnished to Buyer pursuant to this Agreement.
4.3 Indemnification by Buyer.
Upon the terms and subject to the conditions set forth in Section 4.5
hereof, Buyer agrees to indemnify and hold Seller harmless against, and will
reimburse Seller on demand for, any payment, loss, damage (including incidental
and consequential damages), cost or expense (including reasonable attorney's
fees and reasonable costs of investigation incurred in defending against such
payment, loss, damage, cost or expense or claim therefor) made or incurred by or
asserted against Seller at any time after the Closing Date in respect of any
omission, misrepresentation, breach of warranty, or nonfulfillment of any term,
provision, covenant or agreement on the part of Buyer contained in this
Agreement, or from any misrepresentation in, or omission from, any certificate
or other instrument furnished or to be furnished to Seller pursuant to this
Agreement.
4.4 Tax Indemnity.
Upon the terms and subject to the conditions set forth in Section 4.5
hereof, Seller agrees to indemnify and hold Buyer and the Company harmless
against, and will reimburse Buyer (or the Company if Buyer so requests) on
demand for:
(A) any and all tax deficiencies in respect of federal, state, local and
foreign sales, use, income or franchise tax or taxes based on or measured
by income, including any interest or penalties thereon and legal fees and
expenses incurred by Buyer and the Company with respect to the taxable year
ended December 31, 2005, and all prior taxable years; and
(B) any and all such taxes, interest, penalties and legal fees and expenses
in respect of the period from January 1, 2005 up to and including the
Closing Date, but only to the extent that such deficiencies, taxes,
interest, penalties and legal fees and expenses exceed, in the aggregate,
the amount of the aggregate reserves for such taxes, if any, shown as
liabilities on the Closing Balance Sheet.
The indemnity provided for in this Section 4.4 shall be independent of and
in addition to any other indemnity provision of this Agreement and, anything in
this Agreement to the contrary notwithstanding [including Section 4.5(B)(ii)
hereof], shall survive indefinitely.
10
4.5 Conditions of Indemnification.
With respect to any actual or potential claim, any written demand, the
commencement of any action, or the occurrence of any other event which involves
any matter or related series of matters (a "Claim") against which a party hereto
is due to be indemnified (the "Indemnified Party") by the other party (the
"Indemnifying Party") under Sections 4.2, 4.3 or 4.4 hereof:
(A) Promptly (and in no event no more than 30 days) after (i) Seller (if
Seller is the Indemnified Party), or (ii) the President of the Buyer or the
Company (if Buyer or the Company is the Indemnified Party) first receives
written documents pertaining to the Claim, or if such Claim does not
involve a third party Claim (a "Third Party Claim"), promptly (and in no
event no more than 30 days) after (i) Seller (if Seller is the Indemnified
Party), or (ii) the President of the Buyer or the Company (if Buyer or the
Company is the Indemnified Party) first has actual knowledge of such Claim,
the Indemnified Party shall give notice to the Indemnifying Party of such
Claim in reasonable detail and stating the amount involved, if known,
together with copies of any such written documents.
(B) The Indemnifying Party shall have no obligation to indemnify the
Indemnified Party with respect to any Claim if the Indemnified Party fails
to give the notice with respect thereto in accordance with Section 4.5(A)
hereof.
(C) If the Claim involves a Third Party Claim, then the Indemnifying Party
shall have the right, at its sole cost, expense and ultimate liability
regardless of the outcome, and through counsel of its choice (which counsel
shall be reasonably satisfactory to the Indemnified Party), to litigate,
defend, settle or otherwise attempt to resolve such Third Party Claim;
provided, however, that if in the Indemnified Party's reasonable judgment a
conflict of interest may exist between the Indemnified Party and the
Indemnifying Party with respect to such Third Party Claim, then the
Indemnified Party shall be entitled to select counsel of its own choosing,
reasonably satisfactory to the Indemnifying Party, in which event the
Indemnifying Party shall be obligated to pay the fees and expenses of such
counsel. Notwithstanding the preceding sentence, the Indemnified Party may
elect, at any time and at the Indemnified Party's sole cost, expense and
ultimate liability, regardless of the outcome, and through counsel of its
choice, to litigate, defend, settle or otherwise attempt to resolve such
Third Party Claim. If the Indemnified Party so elects (for reasons other
than the Indemnifying Party's failure or refusal to provide a defense to
such Third Party Claim), then the Indemnifying Party shall have no
obligation to indemnify the Indemnified Party with respect to such Third
Party Claim, but such disposition will be without prejudice to any other
right the Indemnified Party may have to indemnification under Section 4.2,
4.3 or 4.4 hereof, regardless of the outcome of such Third Party Claim. If
the Indemnifying Party fails or refuses to provide a defense to any Third
Party Claim, then the Indemnified Party shall have the right to undertake
the defense, compromise or settlement of such Third Party Claim, through
counsel of its choice, on behalf of and for the account and at the risk of
the Indemnifying Party, and the Indemnifying Party shall be obligated to
pay the costs, expenses and attorney's fees incurred by the Indemnified
Party in connection with such Third Party Claim. In any event, Buyer, the
Company and Seller shall fully cooperate with each other and their
respective counsel in connection with any such litigation, defense,
settlement or other attempted resolution.
11
4.6 Taxes and Expenses.
(A) Seller hereby covenants and agrees to assume and pay all taxes arising
from or relating to the transactions as contemplated by this Agreement.
Except as otherwise specifically provided for in this Agreement, Seller
shall be individually responsible for and shall personally pay all costs,
liabilities and other obligations incurred by Seller in connection with the
performance of and compliance with all transactions, agreements and
conditions contained in this Agreement to be performed or complied with by
Seller, including legal and accounting fees. In no event shall any of such
taxes, costs, liabilities or other obligations be paid by or incurred on
behalf of the Company.
(B) Except as otherwise specifically provided for in this Agreement, Buyer
will assume and pay all costs, liabilities and other obligations incurred
by Buyer in connection with the performance of and compliance with all
transactions, agreements and conditions contained in this Agreement to be
performed or complied with by Buyer, including legal and accounting fees.
4.7 Company Cooperation.
Subject to the terms and conditions of this Agreement, Seller will use his
best efforts to cause the Company, its officers, directors, employees,
accountants, consultants, advisors and agents, to take, or cause to be taken,
all actions and to do, or cause to be done, all things necessary, proper or
advisable to consummate the transactions contemplated by this Agreement.
4.8 Exclusive Dealing.
(A) Prior to the termination of this Agreement, Seller shall not authorize
or permit, and shall not allow the Company or any officer, director or
employee of, or any investment banker, attorney or other advisor or
representative of any of the foregoing, to (i) solicit or initiate or
encourage the submission of any Acquisition Proposal (as herein defined) or
(ii) participate in any discussions or negotiations regarding, or furnish
to any person any information with respect to or take any other action to
facilitate any inquiries or the making of any proposal that constitutes, or
may reasonable be expected to lead to any Acquisition Proposal. For
purposes of this Agreement, "Acquisition Proposal" means any inquiry about
or proposal for the acquisition to purchase of a substantial amount of
assets of the Company or any type of exchange offer or other offer that if
consummated would result in any person beneficially owning any equity
securities of the Company, or any merger, consolidation, business
combination, sale of any material assets, recapitalization, liquidation,
dissolution or similar transaction involving the Company (or equity
securities thereof) other than transactions contemplated by this Agreement,
or any other transaction the consummation of which would reasonable be
expected to impede, interfere with, prevent or materially delay the
transaction contemplated by this Agreement, or which would reasonably be
expected to dilute materially the benefits to Buyer of the transaction
contemplated by this Agreement.
(B) During the term of this Agreement, Seller shall not, nor permit the
Company to, (i) approve or recommend, consider or evaluate or cause to be
considered or evaluated, any Acquisition Proposal or (ii) enter into any
agreement or understanding with respect to any Acquisition Proposal. Seller
acknowledges and agrees that he is not required or obligated in order to
comply with any fiduciary or other duty to review, consider or take any
action with respect to any Acquisition Proposal (including, without
limitation, any action prohibited by this Section) during the term of this
Agreement.
12
4.9 Public Announcements.
Neither Seller nor Buyer will at any time, without the prior written
consent of the other, make any announcement, issue any press release or make any
statement with respect to this Agreement or any of the terms or conditions
hereof except as may be necessary to comply with any law, regulation or order
and then only after written notice to the other party of the timing, context and
content of such announcement, press release or statement; provided, however,
that subsequent to the Closing Buyer may disclose the consummation of the
transaction herein contemplated without the consent of the Seller.
4.10 Buyer's Right of Offset.
Subject to the terms and conditions set forth in Section 4.5, in the event
that Seller fails to make any payment for indemnification as required of Seller
under Section 4.2 or Section 4.4 within ten days following Buyer's written
notice of demand for payment, Buyer shall be entitled to offset the amount of
such payment against amounts owing under the Promissory Note.
5 Conditions of Closing.
5.1 Buyer's Conditions of Closing.
The obligation of Buyer to purchase and pay for the Company Interest shall
be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the
Closing of each of the following conditions:
(A) All representations and warranties of Seller contained in this
Agreement and the Schedules hereto shall be true and correct at and as of
the Closing Date, Seller shall have performed all agreements and covenants
and satisfied all conditions on its part to be performed or satisfied by
the Closing Date pursuant to the terms of this Agreement, and Buyer shall
have received a certificate of the Seller dated the Closing Date to such
effect.
(B) There shall have been no material adverse change since the date of the
Unaudited Balance Sheet in the financial condition, business or affairs of
the Company, and the Company shall not have suffered any material loss
(whether or not insured) by reason of physical damage caused by fire,
earthquake, accident or other calamity which materially affects the value
of its assets, properties or business, and Buyer shall have received a
certificate of the Seller dated the Closing Date to such effect.
(C) Seller shall have delivered to Buyer a Certificate of the Secretary of
State (or other authorized officer) of the Company's jurisdiction of
incorporation certifying as of a date reasonably close to the Closing Date
that the Company has filed all required reports, paid all required fees and
taxes, and is, as of such date, in good standing and authorized to transact
business as a domestic corporation.
(D) Seller shall have delivered the written resignations, effective on the
Closing Date, of all members of the Managing Directors and all officers of
the Company.
(E) Seller shall have delivered to Buyer certificates and other instruments
representing all Company Interest, duly endorsed for transfer or
accompanied by appropriate stock powers (in either case executed in blank
13
or in favor of Buyer with the execution thereof guaranteed by a bank or
trust company), together with all other documents necessary or appropriate
to validly transfer the Company Interest to Buyer free and clear of all
security interests, liens, encumbrances and adverse claims.
(F) Buyer shall have received from Jackson, Walker, L.L.P., Att: ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, counsel for Seller, an opinion, dated the Closing Date, in form
and substance satisfactory to Buyer and its counsel.
(G) Pritchett, Siler, & Hardy, Certified Public Accountants, shall have
furnished to Buyer a letter, dated the Closing Date, confirming that they
are independent certified public accountants with respect to the Company
and stating in substance that, although they have not conducted an audit or
a review of any financial statements of the Company and therefore are
unable to and do not express any opinion on the financial position, results
of operations, or cash flows of the Company, on the basis of a compilation
of the balance sheet and the income statement of the Company as of December
31, 2005 (the "Compiled Balance Sheet and Income Statement") and a reading
of the minutes of the meetings of the stockholders and the Board of
Directors of the Company from inception through June 30, 2006,
consultations with officers of the Company responsible for financial and
accounting matters on behalf of the Company, but without conducting a
compilation, review, or audit of any financial statements subsequent to
December 31, 2005 and based solely upon representations of management of
the Company, nothing has come to their attention which in their judgment
would indicate that: (i) their report on the December 31, 2005 Compiled
Balance Sheet and Income Statement was not prepared in accordance with
applicable AICPA standards; and (ii) during the period from the date of the
Compiled Balance Sheet to the date of the letter, there has been any
material change in the capital stock or long-term debt of the Company.
(H) Neither any investigation of the Company by Buyer, nor the Schedules
attached hereto or any supplement thereto nor any other document delivered
to Buyer as contemplated by this Agreement, shall have revealed any facts
or circumstances which, in the sole and exclusive judgment of Buyer and
regardless of the cause thereof, reflect in an adverse way on the Company
or its financial condition, assets, liabilities (absolute, accrued,
contingent or otherwise), reserves, business, operations or prospects.
(I) Buyer understands that it will not have a seat on the Board of
Directors for a period of six months or until the next election or annual
meeting of Compnay.
(J) The approval and all consents from third parties and governmental
agencies required to consummate the transactions contemplated hereby shall
have been obtained.
(K) No suit, action, investigation, inquiry or other proceeding by any
governmental body or other person or legal or administrative proceeding
shall have been instituted or threatened which questions the validity or
legality of the transactions contemplated hereby.
(L) As of the Closing, there shall be no effective injunction, writ,
preliminary restraining order or any order of any nature issued by a court
of competent jurisdiction directing that the transactions provided for
herein or any of them not be consummated as so provided or imposing any
conditions on the consummation of the transactions contemplated hereby,
which is unduly burdensome on Buyer.
14
5.2 Seller's Conditions of Closing.
The obligation of Seller to sell the Company Interest shall be subject to
and conditioned upon the satisfaction (or waiver by Seller) at the Closing of
each of the following conditions:
(A) All representations and warranties of Buyer contained in this Agreement
shall be true and correct at and as of the Closing Date and Buyer shall
have performed all agreements and covenants and satisfied all conditions on
its part to the performed or satisfied by the Closing Date pursuant to the
terms of this Agreement, and Seller shall have received a certificate of
Buyer dated the Closing Date to such effect.
(B) Buyer shall have effected payment of the Purchase Price in accordance
with Section 1.3 of this Agreement (i.e., the wire transfer of funds).
(C) Buyer shall have delivered to Seller a Certificate of its corporate
Secretary certifying:
(1) Resolutions of its Board of Directors authorizing execution of
this Agreement and the execution, performance and delivery of all
agreements, documents and transactions contemplated hereby; and
(2) The incumbency of its officers executing this Agreement and all
agreements and documents contemplated hereby.
(D) Seller shall have received from The ▇'▇▇▇▇ Law Firm (▇▇▇▇▇▇▇ ▇'▇▇▇▇),
counsel for Buyer, an opinion, dated the Closing Date, in form and
substance satisfactory to Seller and its counsel.
(E) The approval and all consents from third parties and governmental
agencies required to consummate the transactions contemplated hereby shall
have been obtained.
(F) No suit, action, investigation, inquiry or other proceeding by any
governmental body or other person or legal or administrative proceeding
shall have been instituted or threatened which questions the validity or
legality of the transactions contemplated hereby.
(G) As of the Closing, there shall be no effective injunction, writ,
preliminary restraining order or any order of any nature issued by a court
of competent jurisdiction directing that the transactions provided for
herein or any of them not be consummated as so provided or imposing any
conditions on the consummation of the transactions contemplated hereby,
which is unduly burdensome on Seller.
6. Termination.
6.1 Methods of Termination.
The transactions contemplated herein may be terminated and/or abandoned at
any time before or after approval thereof by Seller and Buyer, but not later
than the Closing:
6.1.1 By mutual consent of Buyer and Seller; or
6.1.2 By Buyer, if any of the conditions provided for in Section 5.1
hereof shall not have been met or waived in writing by Buyer at or prior to
Closing; or
6.1.3 By Seller, if any of the conditions provided for in Section 5.2
hereof shall not have been met or waived in writing by Seller at or prior
to Closing.
15
6.2 Procedure Upon Termination.
In the event of termination by Buyer or Seller, as applicable, pursuant to
Section 6.1 hereof, written notice thereof shall forthwith be given to the other
party and the transactions contemplated by this Agreement shall be terminated
without further action by Buyer or Seller. If the transactions contemplated by
this Agreement are so terminated:
6.2.1 Each party will redeliver all documents, work papers and other
material of any other party relating to the transactions contemplated
hereby, whether so obtained before or after the execution of this
Agreement, to the party furnishing the same; and
6.2.2 No party hereto shall have any liability or further obligation
to any other party to this Agreement except that if such termination is a
result of the failure of any condition set forth in (i) Sections 5.1(A)
through 5.1(F) and 5.1(I) hereof, then Buyer shall be entitled to recover
from Seller all out-of-pocket costs which Buyer has incurred (including
reasonable attorney's fees, accounting fees and expenses); and (ii)
Sections 5.2(A) through 5.2(D) hereof, then Seller shall be entitled to
recover from Buyer all out-of-pocket costs which Seller has incurred
(including reasonable attorney's fees, accounting fees and expenses).
7. Miscellaneous.
7.1 Notice.
Any notice required or permitted hereunder shall be in writing and shall be
sufficiently given if personally delivered or mailed by certified or registered
mail, return receipt requested, addressed as follows:
If to Buyer: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Pres./CEO
Secured Financial Network, Inc
▇▇▇ ▇▇ ▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Copy to: Wm. ▇'▇▇▇▇, Esq.
▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to Seller: ▇▇▇▇▇ ▇▇▇▇▇
HEB, LLC
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Copy to: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ L.L.P.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(or to such other address as any party shall specify by written notice so
given), and shall be deemed to have been delivered as of the date so personally
delivered or mailed.
7.2 Execution of Additional Documents.
The parties hereto will at any time, and from time to time after the
Closing Date, upon request of the other party, execute, acknowledge and deliver
all such further acts, deeds, assignments, transfers, conveyances, powers of
attorney and assurances as may be reasonably required to carry out the intent of
this Agreement, and to transfer and vest title to any Company Interest being
transferred hereunder, and to protect the right, title and interest in and
enjoyment of all of the Company Interest sold, granted, assigned, transferred,
delivered and conveyed pursuant to this Agreement; provided, however, that this
Agreement shall be effective regardless of whether any such additional documents
are executed.
16
7.3 Binding Effect; Benefits.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective heirs, successors, executors, administrators
and assigns. Notwithstanding anything contained in this Agreement to the
contrary, nothing in this Agreement, expressed or implied, is intended to confer
on any person other than the parties hereto or their respective heirs,
successors, executors, administrators and assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement.
7.4 Entire Agreement.
This Agreement, together with the Exhibits, Schedules and other documents
contemplated hereby, constitute the final written expression of all of the
agreements between the parties, and is a complete and exclusive statement of
those terms. It supersedes all understandings and negotiations concerning the
matters specified herein. Any representations, promises, warranties or
statements made by either party that differ in any way from the terms of this
written Agreement and the Exhibits, Schedules and other documents contemplated
hereby, shall be given no force or effect. The parties specifically represent,
each to the other, that there are no additional or supplemental agreements
between them related in any way to the matters herein contained unless
specifically included or referred to herein. No addition to or modification of
any provision of this Agreement shall be binding upon any party unless made in
writing and signed by all parties.
7.5 Governing Law.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Nevada exclusive of the conflict of law provisions thereof.
7.6 Survival.
All of the terms, conditions, warranties and representations contained in
this Agreement shall survive the Closing.
7.7 Counterparts.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original but all of which shall constitute one and the same
instrument.
7.8 Headings.
Headings of the Articles and Sections of this Agreement are for the
convenience of the parties only, and shall be given no substantive or
interpretive effect whatsoever.
7.9 Waivers.
Either Buyer or Seller may, by written notice to the other, (i) extend the
time for the performance of any of the obligations or other actions of the other
under this Agreement; (ii) waive any inaccuracies in the representations or
warranties of the other contained in this Agreement or in any document delivered
pursuant to this Agreement; (iii) waive compliance with any of the conditions or
covenants of the other contained in this Agreement; or (iv) waive performance of
any of the obligations of the other under this Agreement. Except as provided in
the preceding sentence, no action taken pursuant to this Agreement, including
without limitation any investigation by or on behalf of any party, shall be
deemed to constitute a waiver by the party taking such action of compliance with
any representations, warranties, covenants or agreements contained in this
Agreement. The waiver by any party hereto of a breach of any provision hereunder
shall not operate or be construed as a waiver of any prior or subsequent breach
of the same or any other provision hereunder.
17
7.10 Merger of Documents.
This Agreement and all agreements and documents contemplated hereby
constitute one agreement and are interdependent upon each other in all respects.
7.11 Incorporation of Exhibits and Schedules.
All Exhibits and Schedules attached hereto are by this reference
incorporated herein and made a part hereof for all purposes as if fully set
forth herein.
7.12 Severability.
If for any reason whatsoever, any one or more of the provisions of this
Agreement shall be held or deemed to be inoperative, unenforceable or invalid as
applied to any particular case or in all cases, such circumstances shall not
have the effect of rendering such provision invalid in any other case or of
rendering any of the other provisions of this Agreement inoperative,
unenforceable or invalid.
7.13 Assignability.
Neither this Agreement nor any of the parties' rights hereunder shall be
assignable by any party hereto without the prior written consent of the other
parties hereto.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
18
IN WITNESS WHEREOF, the parties have executed this Agreement and caused the
same to be duly delivered on their behalf on the day and year first above
written.
SELLER:
Virtual Payment Solutions, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, Managing Director
BUYER:
Secured Financial Network, Inc
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Its: President and CEO
19
EXHIBIT A
FORM OF PROMISSORY NOTE
20
EXHIBIT B
FORM OF EMPLOYMENT CONTRACT
21
SCHEDULE 2.8
JURISDICTIONS WHERE COMPANY IS LICENSED TO DO BUSINESS
NEVADA
UNITED STATES
NEVIS
ISLE OF MAN
22
SCHEDULE 2.10
OFFICERS AND DIRECTORS OF COMPANY
▇▇▇▇▇ ▇▇▇▇▇, MANAGING DIRECTOR
23
SCHEDULE 2.12
UNDISCLOSED LIABILITIES
NONE
24
SCHEDULE 2.18
REAL PROPERTY OWNED/LEASED BY COMPANY
NONE
25
SCHEDULE 2.19
LIST OF CONTRACTS AND OTHER DATA
26
SCHEDULE 2.23
PENDING LITIGATION
NONE
27
SCHEDULE 2.24
BANK ACCOUNTS
28
SCHEDULE 2.26
INSURANCE POLICIES
29