Agreement for Purchase and Sale of Member interest
THIS AGREEMENT for purchase and sale of Member Interest (this "Agreement")
by and between Xxxxx Xxxx ("Purchaser") and Xxxxx Xxxx ("Seller") is effective
as of this 4th day of October 2000.
1. Pursuant to the terms of this Agreement, Purchaser agrees to purchase from
Seller and Seller agrees to sell to Purchaser Seller's entire membership
interest (the "Interest") in XX.xxx, LLC (the "LLC") for the sum of
$40,000.00 (the "Purchase Price"). Purchaser's obligation to pay the
Purchase Price is evidenced by a note, a form of which is attached hereto
as Exhibit A. The Purchase Price is due and payable on or before October
19, 2000.
2. In order to induce Purchaser to enter into this Agreement, and as
consideration therefore, Seller hereby agrees to promptly sign any consent
and waive any rights, legal or otherwise, required by the manager of the
LLC (the "Manager") in order for the Manager to execute any consent, on
behalf of the LLC, required for the merger between XxxxxXxxx.xxx, Inc, a
Delaware corporation (LMI), with and into a direct, wholly-owned subsidiary
("Merger Sub") of Ebiz Enterprises, Inc., a Nevada corporation ("Ebiz"), in
accordance with the terms of the Agreement and Plan of Merger dated as of
August 7, 2000, by and between LMI, Merger Sub, and Ebiz, and any related
waivers, agreements, amendments or transactions.
3. Seller hereby agrees that concurrently with his receipt of the Purchase
Price, he will execute and deliver to Purchaser an assignment of membership
interest (the "Assignment") in the form attached hereto as Exhibit B and
that he will execute and deliver to the LLC a notice of withdrawal in the
form attached hereto as Exhibit C, and otherwise fully cooperate with
Purchaser and the LLC in effecting the withdrawal of Seller from the LLC.
4. Seller hereby represents and warrants that he holds good and marketable
title to the Interest free and clear of all liens encumbrances and adverse
claims.
5. Seller hereby represents and warrants that the Interest represents ___% of
the total outstanding membership interests of the LLC.
6. Purchaser may, in its sole discretion, purchase the Interest for his own
account, or may allow other interested parties to purchase the Interest.
7. This Agreement shall be governed by the laws of the State of Colorado.
8. This Agreement represents the entire agreement between Purchaser and Seller
and replaces any previous agreement or understanding.
9. This Agreement may be executed in counterparts, and each counterpart hereof
shall be deemed to be an original instrument. A facsimile signature shall
have the same weight and effectiveness as an original signature.
IN WITNESS WHEREOF, on the date first above written, the parties hereto set
their hands to this Agreement.
Purchaser
/s/ Xxxxx Xxxx
Xxxxx Xxxx
Seller
/s/ Xxxxx Xxxx
Xxxxx Xxxx
Exhibit A
Promissory Note
PROMISSORY NOTE
FOR VALUE RECEIVED, Xxxxx Xxxx ("Maker") hereby promises to pay to Xxxxx
Xxxx ("Payee"), the principal sum of FORTY THOUSAND DOLLARS ($40,000.00) due and
payable in full, without interest, on or before October 19, 2000. This Note is
executed and delivered in accordance with the terms of that certain Agreement
for Purchase and Sale of Membership Interest (the "Agreement") of even date
herewith by and between Maker and Payee and represents the obligation of Maker
to pay the Purchase Price (as defined in the Agreement). Maker's obligations
under this Note are subject, in all respect, to Payee's performance of its
duties and obligations under the Agreement.
Payment of this Note shall be made in lawful money of the United States of
America at such place as Payee shall have designated to Maker in writing.
No delay or failure of Payee in the exercise of any right or remedy
provided for hereunder shall be deemed a waiver of such right by Payee, and no
exercise of any right or remedy shall be deemed a waiver of any other right or
remedy which Payee may have.
This Note is to be governed by and construed according to the laws of the
State of Colorado.
This Note may be prepaid in whole or in part at any time without penalty.
DATED as of the day and year first set forth above.
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Xxxxx Xxxx
Exhibit B
Assignment and Conveyance
ASSIGNMENT AND CONVEYANCE
THIS ASSIGNMENT AND CONVEYANCE, dated October ___, 2000, is from Xxxxx
Xxxx ("Assignor") to Xxxxx Xxxx ("Assignee").
FOR VALUE RECEIVED, and pursuant to the terms of that certain Agreement
for Purchase and Sale of Member Interest, dated October 4, 2000, between
Assignor and Assignee (the "Agreement"):
1. Assignor hereby assigns to Assignee, without restriction, condition or
reservation:
(a) Assignor's entire membership interest in XX.xxx, LLC, a Colorado
limited liability company (the "Company"), including, without limitation,
Assignor's right to (1) share in the Company's capital, profits and
distributions, (2) approve the Company's acts, (3) participate in the Company's
governance, (4) participate in the designation and removal of the Company's
Managers and (5) receive information pertaining to the Company's affairs; and
(b) Any and all of Assignor's rights and interests in and to (1) all
property, both real and personal, owned by the Company, (2) all promissory notes
and accounts receivable due to Assignor from the Company and (3) all claims,
liens, security interests and charges that Assignor may have against the Company
and any property owned by the Company.
2. Assignor hereby releases, cancels, forgives and forever discharges the
Company, each of its members and any entity in which the Company or any of its
members has an interest from any and all actions, claims, demands, damages,
obligations and liabilities, of any kind or nature whatsoever, that Assignor has
or may have against them by reason of Assignor's investment in the Company or
involvement in the conduct of the Company's business.
3. Assignor hereby incorporates herein by this reference, and restates as
of the date hereof, the representations and warranties of Assignor set forth in
Sections 4 and 5 of the Agreement.
Executed on the date first above written, to be effective immediately.
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Xxxxx Xxxx, Assignor
Exhibit C
Notice of Withdrawal
Notice of Member Withdrawal from XX.xxx, LLC
I, Xxxxx Xxxx, hereby withdraw, effective as of October, 4 2000, from
membership in XX.xxx, LLC, a Colorado limited liability company (the "LLC") and
hereby provide notice of such withdrawal to the LLC and to each and every member
thereof.
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Xxxxx Xxxx
