Exhibit
10.15
MEMBERSHIP INTEREST PURCHASE AGREEMENT
THIS
MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of September 30,
2005
is made by and between C. Ryan Solberg and Conrad J. Solberg (each
a
"Purchasers" and collectively, the "Purchasers") and PlanGraphics,
Inc. a
Maryland Corporation (the "Seller").
WHEREAS, Seller owns 793 Series B Non-Voting membership units (the
"Units")
of Jobview, LLC, a Minnesota limited liability company (the
"Company"), which
Units are represented by Certificate No. B-1; and
WHEREAS, Seller desires to sell the Units to Purchasers and
Purchasers
desire to purchase the Units from Seller pursuant to the terms and
conditions of
this Agreement;
NOW,
THEREFORE, in consideration of the foregoing premises and other
good
and valuable consideration, the receipt and sufficiency of which is
hereby
acknowledged, the parties hereto mutually agree as follows:
1.
Purchase and Sale. Subject to the terms and conditions of this
Agreement, Purchasers agrees to purchase from Seller and Seller
agrees to sell
to Purchasers the Units as follows:
1.1 Purchase by C. Ryan Solberg. For a purchase price of $100,000,
or
approximately $250.00 per Unit, and other good and lawful
consideration,
the
receipt and sufficiency of which is hereby acknowledged by Seller,
C.
Ryan
Solberg hereby agrees to purchase 400 Units of Seller as of the
Closing Date.
1.2 Purchase by Conrad J. Solberg. For a purchase price of $98,250,
or
approximately $250.00 per Unit, and other good and lawful
consideration,
the
receipt and sufficiency of which is hereby acknowledged by Seller,
C.
Ryan
Solberg hereby agrees to purchase 393 Units of Seller as of the
Closing Date.
2. Closing; Closing
Deliveries. The closing of the transactions
contemplated by this Agreement shall occur on September 30, 2005 or
such other
date as the parties may mutually agree (the "Closing Date"). All
amounts payable
by the Purchasers under this Agreement shall be paid within ten
calendar days of
the Closing Date by delivery of a wire transfer to an account
designated by
Seller or by delivery of a cashiers check payable to the Seller.
Purchasers will
deliver to Seller their respective purchase price for the Units for
a total of
$198,250 in respect of all Units of Seller and within 3 calendar
days of the
receipt of the wire transfer or cashiers check, the Seller will
deliver to
Purchasers, duly endorsed for transfer, the membership unit power
in
substantially the form attached hereto as Exhibits A-1 and A-2 (the
"Membership
Unit Powers"), and the Company will reflect on its books and
records the
ownership each Purchaser's name of the respective number of Units
set forth in
Section 1.1 and Section 1.2 above. Notwithstanding anything herein
to the
contrary and notwithstanding the fact that payment of the purchase
price for the
Units shall occur after the Closing Date, the parties acknowledge
and agree that
title to the Units shall pass to the Purchasers and the Purchasers
shall be
deemed to be the owners of record of the Units as of the Closing
Date.
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3.
Warranties of Seller. Seller hereby represents and warrants to
each
Purchaser as follows as of the date hereof and as of the Closing
Date:
3.1. Ownership of Units. Seller is the lawful owner of all Units to
be
transferred hereunder free and clear of all liens, charges,
set-offs,
encumbrances and commitments of any kind.
3.2. Validity of Title Transfer. The delivery of the Membership
Unit
Powers shall transfer valid title thereto to Purchasers free and
clear of
all
liens, charges, set-offs, encumbrances and commitments of any
kind.
3.3 Authority. Seller is duly organized and validly existing under
the
laws
of the state of Maryland, with full power and authority to enter
into
this
Agreement and to sell the Units. The execution, delivery and
performance of this Agreement by Seller have been duly authorized
by
Seller.
3.4 Survival of
Representations and Warranties. All representations
and
warranties contained herein shall survive the
