Exhibit 10.4
PORT ASSETS, LLC
MEMBERSHIP INTEREST PURCHASE
AGREEMENT
THIS PURCHASE AGREEMENT ("
Agreement ") is made as of August 31, 2005 (the "
Agreement Date ") by and among SNRG Corporation, a Nevada
corporation (“ Seller ”), Bay City Partners,
LLC, a Nevada limited liability company (" Investor "), and
Port Assets, LLC, a Texas limited liability company (“
Port Assets ”).
RECITALS
WHEREAS , Seller owns 100% of the outstanding membership
interests of Port Assets;
WHEREAS , in exchange for full cancellation of the
unpaid principal balance of and all accrued interest or other sums
due under that certain promissory note in the principal sum of
$1,100,000 and that certain promissory note in the principal sum of
$1,750,000 made by Seller in favor of Investor (together, the
“ Notes ”), Seller desires to sell and Investor
desires to acquire membership interests representing 51% of the
outstanding membership interests of Port Assets on the terms and
conditions set forth in this Agreement; and
WHEREAS , the parties previously entered into the
agreements listed on Exhibit A attached to this Agreement
(the “ Old Agreements ”) and the parties desire
for this Agreement to supercede and replace all of the Old
Agreements and for all of the Old Agreements to be null and void
and of no further force or effect.
AGREEMENT
NOW THEREFORE
, in consideration of the promises
and the mutual covenants contained in this Agreement, the parties
agree as follows:
ARTICLE 1
INVESTMENT
1.1
Purchase . Subject to the terms and conditions of
this Agreement, Seller shall sell and issue and Investor shall
purchase membership interests representing 51% of the outstanding
membership interests of Port Assets (the “ Controlling
Interest ”) in exchange for full cancellation of the
unpaid principal balance of and all accrued interest or other sums
due under the Notes (the “ Investment
”).
1.2
Cancellation of Old Agreements . All of the Old
Agreements are hereby null and void and of no further force or
effect.
ARTICLE 2
2.1
Representations and Warranties of Seller . Knowing
that Investor will rely on the following information to determine
the applicability of various securities laws and for certain other
purposes, and that a false representation may constitute a
violation of law, and that any person who
suffers damage as a result of a
false representation may have a claim against Seller for damages,
Seller hereby represents, warrants, covenants, and agrees with and
to Investor as follows:
(a) Seller
has the full legal right, power and authority to execute and
deliver this agreement and the Royalty Assumption Agreement
delivered herewith and the agreements contemplated hereby and
thereby (the “ Transaction Agreements ”) and to
perform its obligations under the Transaction
Agreements.
(b) The
Transaction Agreements have been duly executed and delivered by
Seller and constitute the legal, valid and binding obligation of
Seller, enforceable in accordance with their terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, and by
laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and other laws of
general application relating to creditors’ rights or general
principles of equity.
(c) No
authorization, consent or approval of, or filing with, any public
body, court, or authority is necessary on the part of Seller for
the consummation by Seller of the transactions contemplated by the
Transaction Agreements. The Transaction Agreements do not violate,
conflict with, result in a breach of the terms, conditions or
provisions of, or constitute a default or an event of default under
any other agreement of which Seller is a party.
(d) Seller’s
statements contained in this Agreement are true, complete and
correct. Seller agrees to indemnify and hold harmless Seller and
Port Assets and their directors, officers, employees, advisors and
agents against any losses, damages, or expenses (including
reasonable attorneys' fees and costs) arising out of the breach by
Seller of any representation, warranty, agreement, or covenant made
by Seller in connection with the Transaction Agreements.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF
INVESTOR
3.1
Representations and Warranties of Investor . Knowing
that Seller and Port Assets will rely on the following information
to determine the applicability of various securities laws and for
certain other purposes, and that a false representation may
constitute a violation of law, and that any person who suffers
damage as a result of a false representation may have a claim
against Investor for damages, Investor hereby represents, warrants,
covenants, and agrees with and to Seller and Port Assets as
follows:
(a) Investor
has the full legal right, power and authority to execute and
deliver the Transaction Agreements and to perform its obligations
under the Transaction Agreements.
(b) The
Transaction Agreements have been duly executed and delivered by
Investor and constitute the legal, valid and binding obligation of
Investor, enforceable in accordance with their terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, and by
laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and other laws of
general application relating to creditors’ rights or general
principles of equity.
2
1718379.1
(c) No
authorization, consent or approval of, or filing with, any public
body, court, or authority is necessary on the part of Investor for
the consummation by Investor of the transactions contemplated by
the Transaction Agreements. The Transaction Agreements do not
violate, conflict with, resul
