North Dakota Sample Purchase Agreement between Zefer Corporation, Zefer Northeast, Spyplane, LLC and Equityholders

• Category: Corporations - Public - Purchase
• State: Multi-State
• Control #: US-EG-9395
• Format: Word; Rich Text

Description

Membership Share Purchase Agreement between Zefer Corporation, Zefer Northeast, Spyplane, LLC and Equityholders regarding acquiring units from equityholders in exchange for shares of common stock dated May, 1999. 49 pages. North Dakota Sample Purchase Agreement between Refer Corporation, Refer Northeast, Spy plane, LLC, and Equity holders This North Dakota Sample Purchase Agreement (hereinafter referred to as the "Agreement") is entered into as of [date], by and between Refer Corporation, a Delaware corporation with its principal place of business at [address] (hereinafter referred to as "Refer Corporation"), Refer Northeast, a North Dakota corporation with its principal place of business at [address] (hereinafter referred to as "Refer Northeast"), and Spy plane, LLC, a North Dakota limited liability company with its principal place of business at [address] (hereinafter referred to as "Spy plane, LLC"). WHEREAS, Refer Corporation, Refer Northeast, and Spy plane, LLC (collectively referred to as the "Parties" or individually as a "Party") desire to enter into a transaction (hereinafter referred to as the "Transaction") whereby Spy plane, LLC shall become a wholly-owned subsidiary of Refer Northeast; WHEREAS, Refer Corporation, as a majority equity holder of Refer Northeast, consents to the Transaction, subject to the terms and conditions set forth in this Agreement; WHEREAS, equity holders of Spy plane, LLC (hereinafter referred to as the "Equity holders") have agreed to sell all of their equity ownership interests in Spy plane, LLC to Refer Northeast, subject to the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Purchase and Sale of Equity Interests: 1.1 Purchase: Subject to the terms and conditions of this Agreement, Refer Northeast agrees to purchase, and the Equity holders agree to sell, assign, transfer, and deliver all of their equity ownership interests in Spy plane, LLC to Refer Northeast on the Closing Date (as defined in Section 3). 1.2 Purchase Price: The purchase price for the equity ownership interests shall be [amount in dollars] (the "Purchase Price"). The Purchase Price shall be paid in accordance with the terms set forth in Section 4. 2. Representations and Warranties: 2.1 Representations and Warranties of Spy plane, LLC: Spy plane, LLC represents and warrants to Refer Northeast and Refer Corporation that, as of the date hereof and as of the Closing Date: Spy planene, LLC is a duly organized and validly existing limited liability company under the laws of the state of North Dakota. Spy planene, LLC has the necessary power and authority to execute, deliver, and perform its obligations under this Agreement. Spy planene, LLC has all requisite authorizations, consents, and approvals necessary to execute, deliver, and perform its obligations under this Agreement. 2.2 Representations and Warranties of Equity holders: Each Equity holder represents and warrants to Refer Northeast and Refer Corporation that, as of the date hereof and as of the Closing Date: Equityty holderer is the legal and beneficial owner of the equity ownership interests in Spy plane, LLC indicated on Exhibit A attached hereto. Equityty holderer has the necessary power and authority to execute, deliver, and perform its obligations under this Agreement. — The execution, delivery, and performance of this Agreement by the Equity holder do not violate any agreement, law, or regulation applicable to the Equity holder. 3. Closing: 3.1 Closing Date: The closing of the Transaction (the "Closing") shall take place on [date] (the "Closing Date") at a mutually agreed-upon location. 3.2 Closing Deliverables: On the Closing Date, the Parties shall deliver the following closing deliverables: Referer Northeast shall deliver the Purchase Price to the Equity holders as set forth in Section 4. — The Equity holders shall deliverefereeer Northeast a duly executed Bill of Sale and Assignment of Equity Ownership Interests. 4. Payment and Allocation of Purchase Price: 4.1 Payment Amount: The Purchase Price shall be paid as follows: — [Amount in dollars] payable in cash on the Closing Date. — [Amount in dollars] payable by issuance of newly issued shares of common stock of Refer Northeast to the Equity holders proportionate to their respective ownership interests. 4.2 Allocation: The Parties shall allocate the Purchase Price among the equity ownership interests in accordance with the allocations set forth on Exhibit A attached hereto. Each party shall be responsible for any applicable taxes resulting from the sale of their respective equity ownership interests. 5. Governing Law and Jurisdiction: This Agreement shall be governed by and construed under the laws of the state of North Dakota. Any disputes arising out of or in connection with this Agreement shall be resolved exclusively in the state and federal courts located in North Dakota. 6. Entire Agreement: This Agreement, together with any exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject hereof and supersedes all prior negotiations, agreements, and understandings, whether oral or written. IN WITNESS WHEREOF, the Parties have executed this Purchase Agreement as of the date first above written. [Signatures of Parties]

North Dakota Sample Purchase Agreement between Refer Corporation, Refer Northeast, Spy plane, LLC, and Equity holders This North Dakota Sample Purchase Agreement (hereinafter referred to as the "Agreement") is entered into as of [date], by and between Refer Corporation, a Delaware corporation with its principal place of business at [address] (hereinafter referred to as "Refer Corporation"), Refer Northeast, a North Dakota corporation with its principal place of business at [address] (hereinafter referred to as "Refer Northeast"), and Spy plane, LLC, a North Dakota limited liability company with its principal place of business at [address] (hereinafter referred to as "Spy plane, LLC"). WHEREAS, Refer Corporation, Refer Northeast, and Spy plane, LLC (collectively referred to as the "Parties" or individually as a "Party") desire to enter into a transaction (hereinafter referred to as the "Transaction") whereby Spy plane, LLC shall become a wholly-owned subsidiary of Refer Northeast; WHEREAS, Refer Corporation, as a majority equity holder of Refer Northeast, consents to the Transaction, subject to the terms and conditions set forth in this Agreement; WHEREAS, equity holders of Spy plane, LLC (hereinafter referred to as the "Equity holders") have agreed to sell all of their equity ownership interests in Spy plane, LLC to Refer Northeast, subject to the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Purchase and Sale of Equity Interests: 1.1 Purchase: Subject to the terms and conditions of this Agreement, Refer Northeast agrees to purchase, and the Equity holders agree to sell, assign, transfer, and deliver all of their equity ownership interests in Spy plane, LLC to Refer Northeast on the Closing Date (as defined in Section 3). 1.2 Purchase Price: The purchase price for the equity ownership interests shall be [amount in dollars] (the "Purchase Price"). The Purchase Price shall be paid in accordance with the terms set forth in Section 4. 2. Representations and Warranties: 2.1 Representations and Warranties of Spy plane, LLC: Spy plane, LLC represents and warrants to Refer Northeast and Refer Corporation that, as of the date hereof and as of the Closing Date: Spy planene, LLC is a duly organized and validly existing limited liability company under the laws of the state of North Dakota. Spy planene, LLC has the necessary power and authority to execute, deliver, and perform its obligations under this Agreement. Spy planene, LLC has all requisite authorizations, consents, and approvals necessary to execute, deliver, and perform its obligations under this Agreement. 2.2 Representations and Warranties of Equity holders: Each Equity holder represents and warrants to Refer Northeast and Refer Corporation that, as of the date hereof and as of the Closing Date: Equityty holderer is the legal and beneficial owner of the equity ownership interests in Spy plane, LLC indicated on Exhibit A attached hereto. Equityty holderer has the necessary power and authority to execute, deliver, and perform its obligations under this Agreement. — The execution, delivery, and performance of this Agreement by the Equity holder do not violate any agreement, law, or regulation applicable to the Equity holder. 3. Closing: 3.1 Closing Date: The closing of the Transaction (the "Closing") shall take place on [date] (the "Closing Date") at a mutually agreed-upon location. 3.2 Closing Deliverables: On the Closing Date, the Parties shall deliver the following closing deliverables: Referer Northeast shall deliver the Purchase Price to the Equity holders as set forth in Section 4. — The Equity holders shall deliverefereeer Northeast a duly executed Bill of Sale and Assignment of Equity Ownership Interests. 4. Payment and Allocation of Purchase Price: 4.1 Payment Amount: The Purchase Price shall be paid as follows: — [Amount in dollars] payable in cash on the Closing Date. — [Amount in dollars] payable by issuance of newly issued shares of common stock of Refer Northeast to the Equity holders proportionate to their respective ownership interests. 4.2 Allocation: The Parties shall allocate the Purchase Price among the equity ownership interests in accordance with the allocations set forth on Exhibit A attached hereto. Each party shall be responsible for any applicable taxes resulting from the sale of their respective equity ownership interests. 5. Governing Law and Jurisdiction: This Agreement shall be governed by and construed under the laws of the state of North Dakota. Any disputes arising out of or in connection with this Agreement shall be resolved exclusively in the state and federal courts located in North Dakota. 6. Entire Agreement: This Agreement, together with any exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject hereof and supersedes all prior negotiations, agreements, and understandings, whether oral or written. IN WITNESS WHEREOF, the Parties have executed this Purchase Agreement as of the date first above written. [Signatures of Parties]