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 ?)Stock Repurchase Agreement |
|
|
|
You are currently viewing: This Stock Repurchase Agreement involves
INTERSEARCH GROUP, INC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Stock Repurchase Agreement by:
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 (






