INTEREST PURCHASE AGREEMENT
THIS
AGREEMENT (the “Agreement”), dated as of January
31, 2008, by and among each of the persons listed on the
signature page hereof (each, a “Member” and
jointly and severally, the “Members”) and Milk
Bottle Cards, Inc., a Nevada corporation (“Pu
blico”).
WITNESSETH:
WHEREAS,
each Member owns of record and beneficially the percentage of
capital membe rship
interests (the “Interests”) of ForgeHouse LLC, a
Georgia limited liability company (“the Operating
Company”), set forth opposite each such Member’s
name on the annexed Schedule 1;
WHEREAS,
the Members’ Interests represent none of the profit and
loss interests of the Operating Company and an aggregate of 30
percent of the capital interests of the Operating Company;
and
WHEREAS,
the Members are desirous of selling all of their Interests to
Publico in exchange for an aggregate purchase price of One
Hundred Seventy-One Thousand Four Hundred Twenty-Nine Dollars
(US$171,429.00) (the “Purchase
Price”).
NOW,
THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereby agree as
follows:
ARTICLE 1.
PURCHASE OF INTERESTS
Section 1.1
Sale of Interests .
On the terms and subject to the conditions set forth in this
Agreement, each Member hereby agrees to sell, assign, transfer and
deliver its, his or her respective Interest to Publico, free and
clear of all liens, claims, charges or encumbrances, and Publico
hereby agrees to purchase the Members’ Interests from the
Members at the Closing, for the consideration set forth in Section
1.2 hereof (the “Transaction”).
Section 1.2
Purchase Price .
In exchange for the Interests, Publico shall deliver to the
Members, at Closing, the Purchase Price in good and immediately
available funds. The portion of the Purchase Price to be paid to
each Member shall be as set forth on Schedule 1.2.
Section 1.3
Delivery of Interest .
Subject to the terms and conditions hereof, at the Closing, the
Members shall transfer to Publico their Interests by delivering the
certificates evidencing the Interests, accompanied by duly endorsed
security powers, with signatures notarized, in form and substance
satisfactory to Publico permitting the transfer of the Interests to
Publico.
Section 1.4
Supplemental Action .
If, at any time after the Closing Date, the Members or Publico
shall determine that any further conveyances, agreements,
documents, instruments, and assurances or any further action is
necessary or desirable to carry out the provisions of this Article
1, the Members or Publico, as the case may be, shall execute and
deliver any and all proper conveyances, agreements, documents,
instruments, and assurances and perform all necessary or proper
acts to carry out the provisions of this Article 1.
ARTICLE 2.
CLOSING; CLOSING DATE
Section 2.1 The
sale of the Members’ Interests for the Purchase Price as
contemplated hereby (the “Closing”) shall take place at
6:30 a.m. PST. On January 7, 2008, or such other date as the
parties mutually agree, at the offices of Bryan Cave LLP, 1900 Main
Street, Suite 700, Irvine, California 92614 (or such other time or
date as the parties hereto may mutually agree in writing). The date
upon which the Closing occurs is herein called the “Closing
Date.”
ARTICLE 3.
REPRESENTATIONS AND WARRANTIES OF
THE MEMBERS
Except
as set forth in the written disclosure letter delivered at or
prior to the execution hereof to Publico (the “Members
Disclosure Letter”), each Member, severally, hereby
represents and warrants to Publico as set forth in this
Article 3. The Members Disclosure Letter shall be a
rranged
in sections or subsections corresponding to the number and
lettered sections and subsections contained in this Article 3.
The disclosures in any section or subsection of the Members
Disclosure Letter shall qualify the correspondingly numbered
representation and warranty and such other representations and
warranties in this Article 3 to the extent it is reasonably
clear from a reading of the disclosure that such disclosure is
applicable to such other representations and
warranties.
Section 3.1
Authorization, Validity and Effect of
Agreements .
The Member has the requisite power and authority to execute and
deliver this Agreement and to consummate the Transaction. This
Agreement constitutes the valid and legally binding obligation of
each Member, enforceable against Member in accordance with its
terms, subject to applicable bankruptcy, insolvency, moratorium or
other similar laws relating to creditors’
rights.
Section 3.2
Capitalization .
As of the date hereof, each Member owns none of the profit and loss
interests in Operating Company and an aggregate of 30 percent of
the capital interests. The Member has no knowledge of any
agreements or understandings to which any Member or the Operating
Company is a party with respect to the voting of any Interest or
which restrict the transfer of any such Interests. The Member has
no knowledge of any outstanding contractual obligations of
Operating Company to repurchase, redeem or otherwise acquire any
Interest or any other securities of Operating Company. True and
complete copies of all agreements and instruments relating to the
securities described above and in Section 3.3 of the Members
Disclosure Letter have been provided to Publico and such agreements
and instruments have not been amended, modified or supplemented,
and there are no agreements to amend, modify or supplement such
agreements or instruments in any case from the form provided to
Publico.
Section 3.3
Litigation .
There are (i) no continuing orders, injunctions or decrees of any
court, arbitrator or governmental authority to which the Member is
a party or by which any of its properties or assets are bound or
likely to be affected and (ii) no actions, suits or proceedings
pending against the Member or to which any of their respective
properties or assets are subject or, to the knowledge of the
Member, threatened against the Member or to which any of his/its
respective properties or assets are subject, at law or in
equity.
Section 3.4
Brokers .
The Member has not entered into any contract, arrangement or
understanding with any person or firm that may result in the
obligation of such Member or Publico 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 Transaction. The Member isnot aware of 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 Transaction.
Section 3.5
Ownership of Interest .
The Member is the sole beneficial and record owner of the Interests
set forth opposite such Member’s name on Schedule 1. At the
Closing, pursuant to the terms and conditions of this Agreement,
such Member will sell and convey to Publico such Interests, free
and clear of any liens, other than restrictions imposed by federal
and applicable state securities laws. The Member has not, and as of
the Closing such Member shall not have, sold or otherwise disposed
of, or granted any options or rights to purchase, and such Member
has not, and as of the Closing shall not have, entered into any
agreement obligating such Member to sell or otherwise dispose of,
or to grant options or rights to purchase, any of such Interest,
except to Publico.
Section 3.6
No Violation .
The execution, delivery and performance by such Member of this
Agreement and the consummation of the Transaction do not and will
not (i) contravene or conflict with or constitute a violation of
any provision of any law, judgment, injunction, order or decree
binding upon or applicable to the Member, (ii) require the consent
or other action of any person under, constitute a default under, or
give rise to any right of termination, cancellation or acceleration
of any right or obligation of the Member or to a loss of any
benefit to which the Member is entitled under any provision of any
material agreement or other instrument binding upon the Member; or
(iii) result in the creation or imposition of any material lien on
any asset of the Member.
ARTICLE 4.
REPRESENTATIONS AND WARRANTIES OF PUBLICO
Except
as set forth in the written disclosure letter delivered at or
prior to the execution hereof to the Members (the
“Publico Disclosure Letter”), Publico hereby
represents and warrants to each Member as follows. The Publico
Disclosure Letter shall be arranged in sections or subsections
corr esponding
to the number and lettered sections and subsections contained
in this Article 4. The disclosures in any section or
subsection of Publico Disclosure Letter shall qualify the
correspondingly numbered representation and warranty and such
other representations and warranties in this Article 4 to the
extent it is reasonably clear from a reading of the disclosure
that such disclosure is applicable to such other
representations and warranties.
Section 4.1
Organization; Good Standing; Authority; Compliance With
Law .
(a)
Publico
is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada. Publico has
all requisite power and authority to own, lease and operate
its properties and to carry on its business as now conducted.
Publico is duly licensed or qualified and is in good standing
to transact business as a foreign corporation in each
jurisdiction in which the character of the properties owned or
leased by it therein or in which the nature of its business
makes such qualification or licensing necessary, except where
the failure to be so licensed or qualified would not have,
individually or in the aggregate, a Publico Material Adverse
Effect. For purposes of this Agreement, a “Publico
Material Adverse Effect” means a material adverse effect
on the business, assets (including intangible assets),
financial condition or results of operations of Publico, taken
as a whole.
Section 4.2
Authorization, Validity and Effect of
Agreements .
Publico has the requisite corporate power and authority to execute
and deliver this Agreement and to consummate the Transaction. To
the extent required by law, the Board of Directors of Publico has
approved this Agreement and the Transaction. The execution by
Publico of this Agreement and the consummation of the Transaction
have been duly authorized by all requisite actions on the part of
Publico, subject to the approvals described in Section 4.2 of
Publico Disclosure Letter. This Agreement constitutes the valid and
legally binding obligation of Publico, enforceable against Publico
in accordance with its terms, subject to applicable bankruptcy,
insolvency, moratorium or other similar laws relating to
creditors’ rights and general principles of
equity.
Section 4.3
No Violation .
Neither the execution and delivery by Publico of this Agreement nor
the consummation by Publico of the Transaction will: (i) conflict
with or result in a
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