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Exhibit
10.1
STOCK REPURCHASE
AGREEMENT
THIS STOCK REPURCHASE
AGREEMENT (this “ Agreement ”), is entered
into as of May 18, 2007, by and between STEVEN ERNST
(“ Seller ”) and INTERSEARCH GROUP, INC.
, a Florida corporation (the “ Company
”).
RECITALS
A. Seller holds shares of the
Company’s Common Stock, $.001 par value per share (the
“ Common Stock ”).
B. Seller desires to sell,
and the Company desires to purchase from Seller, Two hundred and
fifty thousand (250,000) shares of the Common Stock (the
“ Shares ”) upon the terms and conditions herein
set forth.
NOW THEREFORE , in
consideration of the foregoing and the respective representations,
warranties, covenants, agreements and conditions hereinafter set
forth, and for good and other valuable consideration the receipt
and sufficiency of which is hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as
follows:
| 1. |
SALE AND REPURCHASE OF SHARES |
Subject to the terms and
conditions of this Agreement, Seller hereby agrees to sell, assign,
transfer, convey and deliver to the Company, and the Company hereby
agrees to repurchase from Seller on the Closing Date, all of the
Shares along with all increases, income, dividends, distributions
and profits therefrom, and any and all other right, title and
interest that Seller ever had or presently has in the Shares.
Contemporaneously with the execution and delivery of this
Agreement, Seller shall deliver to the Company all stock
certificates representing the Shares, duly endorsed for transfer to
the Company on and as of the Closing Date or with duly executed
stock powers attached.
| 2. |
PURCHASE PRICE – PAYMENT |
2.1. Purchase Price .
The aggregate purchase price (the “ Purchase Price
”) payable for the Shares shall be the sum of Three Hundred
Thousand and 00/100 Dollars ($300,000).
2.2. Payment of Purchase
Price . The Purchase Price shall be paid by the Company in full
at the Closing (as such term is defined in Section 5 herein
below).
| 3. |
REPRESENTATIONS AND WARRANTIES OF SELLER |
Seller makes the following
representations and warranties to the Company, each of which is
true and correct on the date hereof, shall be unaffected by any
investigation heretofore or hereafter made by the Company, and
shall survive the Closing of the transactions provided for
herein.
3.1. Validity of Shares,
Title, Power to Act, Validity of Agreement .
3.1.(a) Shares Validly
Issued, Fully Paid and Nonassessable . Seller is the owner of
record and beneficially of all of the Shares. There are no
(a) securities
convertible into or
exchangeable for any of the Shares, (b) options, warrants or
other rights to purchase or subscribe to any of the Shares, or
(c) contracts, commitments, agreements, understandings or
arrangements of any kind relating to the issuance, sale or transfer
of any of the Shares.
3.1.(b) Title . Seller
has, and at Closing the Company will receive, good and marketable
title to the Shares, free and clear of all liens, security
interests, levies, claims, pledges, equities, options, contracts,
assessments, charges and other encumbrances or interests of any
nature whatsoever, including, without limitation, voting trusts or
agreements or proxies.
3.1.(c) Power . Seller
has full power, legal right and authority to enter into, execute
and deliver this Agreement and the other agreements, instruments
and documents contemplated hereby, and to carry out the
transactions contemplated hereby and thereby.
3.1.(d) Validity .
This Agreement has been duly and validly executed and delivered by
Seller and is the legal, valid and binding obligation of Seller,
enforceable in accordance with its terms, except as such may be
limited by bankruptcy, insolvency, reorganization or other laws
affecting creditors’ rights generally, and by general
equitable principles.
3.2. No Violation .
Neither the execution and delivery of this Agreement nor the
consummation by Seller of the transactions contemplated hereby and
thereby (a) will violate any statute, law, ordinance, rule or
regulation (collectively, “ Laws ”) or any
order, writ, injunction, judgment, plan or decree (collectively,
“ Orders ”) of any court, arbitrator,
department, commission, board, bureau, agency, authority,
instrumentality or other body, whether federal, state, municipal,
foreign or other (collectively, “ Government Entities
”), (b) will require any authorization, consent,
approval, exemption or other action by or notice to any Government
Entity, or (c) will violate or conflict with, or constitute a
default (or an event which, with notice or lapse of time, or both,
would constitute a default) under, or will result in the
termination of, or accelerate the performance required by, or
result in the creation of any lien upon any of the assets of Seller
(
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