STOCK PURCHASE
AGREEMENT
THIS STOCK PURCHASE AGREEMENT,
(the "Agreement") is entered into
and effective this 24 th day of August 2009, and supersedes any and all
other agreements whether in writing or orally communicated, by and
among The Triple Play Group, LLC, a Utah limited liability company,
located at 216 East St. George Blvd, St. George, UT 84770,
(“Triple Play”), and all Members of Triple Play as
identified in Exhibit “A”, attached hereto and
incorporated herein by reference, (hereinafter collectively
referred to as "SELLER"), and XnE, Inc. a Nevada corporation,
located at 13700 Alton Parkway, Suite 154-277, Irvine, CA 92618,
(hereinafter referred to as the "PURCHASER" or the
“Company”);
WITNESSETH:
WHEREAS, the Triple Play Group, LLC is a limited
liability company organized in the state of Utah for the sole
purpose of owning and operating a professional independent baseball
team in St. George, Utah, called the St. George Roadrunners, (the
“TEAM”).
WHEREAS, the Seller's are the sole record owners and
holder of an aggregate of one-hundred percent (100%) of the issued
and outstanding limited liability units of Triple Play Group, as
identified in Exhibit “A”, (the "Units").
WHEREAS, the PURCHASER desires to purchase the Units, and
the SELLER desires to sell, or cause to be sold, the Units, upon
the terms and subject to the conditions herein.
NOW, THEREFORE, in consideration of the mutual covenants, and
agreements contained in this Agreement, and in order to consummate
the purchase and the sale of the Units, it is hereby agreed as
follows:
AGREEMENT:
1. CLOSING .
A. Procedure for
Closing. The
closing of the transaction contemplated by this Agreement shall be
held at the offices of Triple Play on or about August 21, 2009 at
5:00 pm MST ("Closing Date") or such other place, date and time as
the parties hereto may otherwise agree.
B. Purchase and Sale of the
Units . Upon
the closing date set forth in this Agreement, and subject to the
terms and conditions hereinafter set forth, the SELLER shall sell,
convey and transfer, or cause to be sold, conveyed or transferred,
the Units representing 100% of the membership interests of Triple
Play on the Closing Date.
C. Amount and Payment of Purchase
Price. The
total consideration for purchase of the Units and method of payment
thereof shall be pursuant to the following:
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The PURCHASER
will issue and deliver a certain number of shares of convertible
preferred stock in the Company, (the “Preferred Stock”)
equally to KATTS, LLC, a Utah limited liability company,
(“KATTS”) and Spyglass Enterprises, LLC, a Utah limited
liability company, (“Spyglass”). The
Preferred Stock will be convertible, at the sole discretion of
KATTS and Spyglass, into 102,000,000 shares of common stock,
representing 51% of the authorized stock of the
Company. The PURCHASER and SELLER both acknowledge that
as an integral inducement to enter into this Agreement, KATTS and
Spyglass would own no less than 51% of the Company’s
outstanding stock at any given time, resulting in KATTS and
Spyglass retaining the majority voting power of the
Company.
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The PURCHASER
will issue shares of restricted common stock in the Company as
follows:
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Rick
Berry: 5,100,000
shares
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Cory
Snyder: 5,100,000
shares
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Gary
Webster: 1,020,000
shares
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SGRPSPFBOJAD: 1,020,000
shares
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Paul D &
Susan M.
Solstad: 408,000
shares
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Jerry
Sheridan: 408,000
shares
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Dawson &
Stefanie
Hinton: 408,000
shares
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Linda
Baker: 204,000
shares
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RD Consultants,
Inc.:
204,000 shares
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The PURCHASER
will also pay Fifty Five Thousand Dollars ($55,000.00) to Triple
Play, to be used in paying certain debt of Triple Play.
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The SELLER will
have the right to appoint 2 of the 3 Members on the Board of
Directors of the Company.
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The SELLER will
have the right to appoint 2 Officers on the Management of the
Company.
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2. LOCATION OF THE TEAM
. Both
parties acknowledge that as a condition of entering in this
Agreement, the location and operation of the TEAM is and will
remain in St. George, UT until a unanimous vote indicating
otherwise by all individuals listed as SELLER in Exhibit
“A” attached hereto.
3. REPRESENTATIONS AND WARRANTIES
OF SELLER . SELLER hereby warrants and
represents:
A.
Authority Relative to this Agreement. Except as
otherwise stated herein, the SELLER has full power and authority to
execute this Agreement and carry out the transactions contemplated
by it and no further action is necessary by the SELLER to make this
Agreement valid and binding upon SELLER and enforceable against
them in accordance with the terms hereof, or to carry out the
actions contemplated hereby. The execution, delivery and
performance of this Agreement by the SELLER will not:
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Constitute a
breach or a violation of Triple Play’s Articles of
Organization, Operating Agreement, or of any law, agreement,
indenture, deed of trust, mortgage, loan agreement or other
instrument to which it is a party, or by which it is
bound;
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Constitute a
violation of any order, judgment or decree to which it is a party
or by which its assets or properties are bound or affected;
or
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(iii)
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Result in the
creation of any lien, charge or encumbrance upon its assets or
properties, except as stated herein.
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B.
Ownership. All of such outstanding Units of
Triple Play have been duly authorized, validly issued and are fully
paid and non-assessable, and were not issued in violation of the
terms of any agreement or other understanding legally binding upon
Triple Play and were issued in compliance with all applicable laws
and regulations.
C.
Assets. SELLER represents that the PURCHASER is
entitled to all assets of Triple Play as they appear on Triple
Play’s “Financial Statements” with no
exception.
D.
Lawsuits, Liens & Taxes. SELLER represents
that to the best of SELLER’s knowledge, that neither the
SELLER nor Triple Play are currently the subject of any lawsuit
threatened or filed. SELLER also represents that the
assets of Triple Play are pledged as collateral for the debt
payable to the Golden Baseball League with a principal balance of
$315,275. SELLER shall be solely responsible for all
taxes which may be incurred by SELLER resulting from the receipt of
consideration by SELLER pursuant to this Agreement.
E.
Brokerage. SELLER has not made any agreement nor
taken any other action which might cause anyone to become entitled
to a broker’s fee or commission as a result of the
transactions contemplated hereunder.
4. REPRESENTATIONS AND WARRANTIES OF THE
PURCHASER . P
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