MEMBER INTEREST PURCHASE AGREEMENT
This
Member Interest Purchase Agreement (the "Agreement") is made
and
entered into by and between Whole Living, Inc., a Nevada
corporation (the
"Buyer" or the "Company") and Ron Williams, Robert Reitz, Brenda
Huang and
Jerry Gray (collectively "Sellers"), individually "Williams,"
"Reitz," "Huang"
and "Gray").
RECITALS
A.
Sellers own member
interests or Units in a Utah limited liability
company known as Forever Green International, LLC ("Forever
Green").
B.
Sellers desire to
sell, and the Buyer desires to purchase, a portion
of the member interests or Units in Forever Green owned by the
Sellers.
AGREEMENT
In
exchange for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as
follows:
1.
Purchase and
Sale. Sellers agree to
sell and the Buyer agrees to
buy a portion of the Sellers' member interests or units in Forever
Green
International, LLC ("Units") constituting twenty three percent
(23%) of the
total Units issued and outstanding. Said percentage is represented by
two
million three hundred thousand (2,300,000) Units. The Buyer shall issue to
the Sellers a total of nineteen million (19,000,000) shares of the
restricted
common stock of the Buyer in payment for the Sellers' units
("Stock"). Such
shares of the Buyer shall equal approximately nineteen percent
(19%) of the
then issued and outstanding stock of the Buyer on the date of
closing. The
Buyer agrees to issue the shares to the Sellers and the Sellers
agree to sell,
assign and transfer the Units as follows:
a. Williams shall sell
2,000,000 Units for 16,000,000 shares of
Stock.
b. Reitz shall sell
100,000 Units for 1,000,000 shares of Stock.
c. Huang shall sell
100,000 Units for 1,000,000 shares of Stock
d. Gray shall sell
100,000 Units for 1,000,000 shares of Stock
The
purchase and sale of Units for Stock shall take place at the
Closing
set forth herein.
2.
Sellers'
Representations and Warranties. Sellers represent and
warrant the following, which representations and warranties shall
be true and
accurate as the date of this Agreement as of the Closing.
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a. Sellers have
received all disclosures they deem reasonably
necessary to make an informed decision as to the sale of the
Purchased Units.
b. The Purchase Price
constitutes the entire purchase price for
the sale of the Units notwithstanding the fact that the actual
value of the
Units may be higher than the Purchase Price and the value of the
Units may
increase at some time in the future.
c. Sellers have the
full power and authority to execute and
deliver this Agreement, to perform their obligations under this
Agreement, and
to consummate the transactions contemplated by this Agreement.
This Agreement
constitutes the valid and legally binding obligations of Sellers,
enforceable
in accordance with its terms except to the extent that the same may
be limited
by laws concerning insolvency, bankruptcy, or similar laws, or
equitable
principles affecting the enforcement of creditor's rights
generally, and, to
the knowledge of Sellers, no facts exist that would cause such laws
to have
the effect of rendering this Agreement unenforceable. To the knowledge of
Sellers, Sellers do not need to give any notice to, make any filing
with, or
obtain any authorization, consent, or approval of any United States
or other
governmental agency in order to consummate the transactions
contemplated by
this Agreement; provided, however, that Sellers have made no review
of any
federal or state securities laws, and notwithstanding any provision
of this
Agreement to the contrary, makes no representation or warranty as
to whether
the transactions contemplated by this Agreement comply in any
respect with any
of such laws.
d. The execution,
delivery and performance by Sellers: (i) do not
contravene, or constitute a default under, any provision of
applicable law or
regulation of which Sellers are aware or of any agreement,
judgment,
injunction, order, decree or other instrument binding upon Sellers,
and (ii)
do not conflict with, result in a breach of, constitute a default
under,
result in the acceleration of, create in any party the right to
accelerate,
terminate, modify, or cancel, or require any notice under, any
agreement,
contract, lease, license, instrument, or other arrangement, in each
case to
which Sellers are party or by which Sellers are bound or to which
Sellers'
assets are subject.
e. Sellers are the
sole owners and holders of the Units, free and
clear of any liens, encumbrances or other restrictions, except
under
applicable securities laws and under the Operating Agreement.
Sellers are not
party to any option, warrant, purchase right, or other contract or
commitment
that requires Sellers to sell, transfer, or otherwise dispose of
any of the
Units, other than this Agreement.
f.
Sellers have not
engaged any broker or taken any action that
could result in any liability or obligation to pay any fees or
commissions to
any broker, finder or agent with respect to the transactions
contemplated by
this Agreement for which Sellers or the Buyer could become liable
or
obligated.
g. Sellers have not
made any assignments for the benefit of
creditors, filed any petition in bankruptcy, been adjudicated
insolvent or
bankrupt, petitioned or applied to any
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tribunal for any receiver, conservator or trustee of any of his
property or
assets, or commenced any proceeding under any reorganization
arrangement,
readjustment of debt, conservation, dissolution or liquidation law
or statute
of any jurisdiction.
No such action or proceeding has been commenced or
threatened against Sellers by any creditor, claimant, governmental
agency or
other person.
3.
The
Company's Representations and Warranties. The Company
represents and warrants the following, which representations and
warranties
shall be true and accurate as of the date of this Agreement and as
of the
Closing:
a. The Company has the
full power and authority to execute and
deliver this Agreement, to perform its obligations under this
Agreement, and
to consummate the transactions contemplated by this Agreement.
This Agreement
constitutes the valid and legally binding obligations of the
Company,
enforceable in accordance with its terms except to the extent that
the same
may be limited by laws concerning insolvency, bankruptcy, or
similar laws, or
equitable principles affecting the enforcement of creditor's rights
generally,
and no facts exist that would cause such laws to have the effect of
rendering
this Agreement unenforceable. The Company does not need to give
any notice
to, make any filing with, or obtain any authorization, consent, or
approval of
any United States or other governmental agency in order to
consummate the
transactions contemplated by this Agreement.
b. The Shares issued
by the Company to the Sellers shall be an
original issuance of shares by the Company which issuance shall at
or before
the date of Closing have been duly authorized by the Board of
Directors of the
Company and such shares shall be issued to the Sellers free and
clear of any
claims, lien or encumbrances of any type or nature and shall be
fully
authorized and duly issued common stock of the Company.
c. The execution,
delivery and performance by the Company: (i) do
not contravene, or constitute a default under, any provision of
applicable law
or regulation or of any organizational document of the Company or
of any
agreement, judgment, injunction, order, decree or other instrument
binding
upon the Company; or (ii) conflict with, result in a breach of,
constitute a
default under, result in the acceleration of, create in any party
the right to
accelerate, terminate, modify, or cancel, or require any notice
under any
agreement, contract, lease, license, instrument, or other
arrangement to which
the Company is party or by which the Company is bound or to which
the
Company's assets are subject.
d. The Company has not
engaged any broker or taken any action
which could result in any liability or obligation to pay any fees
or
commissions to any broker, finder or agent with respect to the
transactions
contemplated by this Agreement for which Seller or the Company
could become
liable or obligated.
e. The Company has not
made any assignment for the benefit of
creditors, filed any petition in bankruptcy, been adjudicated
insolvent or
bankrupt, petitioned or applied to any tribunal for any receiver,
conservator
or trustee of any of its property or assets, or
<PAGE> 3
commenced any proceeding under any reorganization arrangement,
readjustment of
debt, conservation, dissolution or liquidation law or statute of
any
jurisdiction. No such
action or proceeding has been commenced or threatened
against the Company by any creditor, claimant, governmental agency
or other
person.
4.
Conditions
Precedent to Closing.
a. The obligation of
the Company to perform its obligations
hereunder and to consummate the transactions contemplated hereby is
subject to
satisfaction of the following conditions:
i. The representations
and warranties of Seller set forth
in Section 2 of this Agreement shall be true and correct in all
material
respects at and as of the Closing.
ii. Seller shall have
performed all of its covenants to be
performed prior to or at the Closing under this Agreement in all
material
respects.
iii. No final,
nonappealable injunction or other order by
any United States court having proper jurisdiction that prevents
the
consummation of the transactions contemplated by this Agreement
shall have
been issued and remain in effect.
iv. Seller shall have
executed and delivered all documents
it was required to execute and deliver to the Corporation at the
closing of
the transactions contemplated by this Agreement.
b. The obligation of Sellers to
consummate the transactions to be
performed by Sellers in connection with the Closing is subject to
satisfaction
of the following conditions:
i. The representations
and warranties of the Company set
forth in Section 3 of this Agreement shall be true and correct in
all material
respects at and as of the Closing.
ii. The Company shall
have performed all of its covenants
to be performed prior to or at the Closing under this Agreement in
all
material respects.
iii. No final,
nonappealable injunction or other order by
any United States court having proper jurisdiction that prevents
the
consummation of the transactions contemplated by this Agreement
shall have
been issued and remain in effect.
iv. The Corporation
shall have executed and delivered all
documents it was required to execute and deliver to Seller at the
closing of
the tran
