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Title: |
Interest Purchase Agreement |
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Entities: |
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Date: |
2002 |
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Size: |
Preview shows 7KB of 31KB total |
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Price: |
$43 |
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ID: |
#1276301 |
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THIS INTEREST PURCHASE AGREEMENT AND SHARE EXCHANGE,effective as of April , 2002, by and among Jitsource, Inc. a Delaware corporation with its principal place of business located at 233 Wilshire Blvd., Suite 960, Santa Monica CA (Jitsource), Jitsource, LCC a Delaware Limited Liability Corporation with its principal place of business located at 377 East Las Colinas Blvd., Suite 280 Irving, Texas 75309 (JT) and Reza Rahman (Rahman) the sole interest holder of Jitsource, LLC.
A. Jitsource desires, subject to the terms and conditions hereinafter set forth, to acquire one hundred (100%) percent of all of the rights, title and interest of Rahmans interest in JT through the exchange (the Exchange) by Jitsource of (i) 1,500,000 shares of restricted common stock, ($ 0.0001 par value per share) and Rahman desires, subject to the terms and conditions set forth herein, to effect the Exchange. Pursuant to the terms of the Exchange, JT will become a wholly owned subsidiary of Jitsource.
B. The boards of directors of Jitsource and Rahman have determined, subject to the terms and conditions set forth in this Agreement, that the transaction contemplated hereby is desirable and in the best interests of their stockholders and himself, respectively. This Agreement is being entered into for the purpose of setting forth the terms and conditions of the proposed acquisition.
C. The parties desire to make certain representations, warranties and agreements in connection with the Exchange and desire to prescribe certain conditions precedent to such purchase and sale.
NOW, THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived herefrom, it is hereby agreed as follows:
As an inducement to and to obtain the reliance of Rahman, Jitsource represents and warrants as follows:
Section 1.1 Organization. Jitsource is a corporation duly organized, validly existing, and in good standing under the laws of Delaware and has the corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign corporation in the jurisdiction in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. Included in the Jitsource Schedules (as hereinafter defined) are complete and correct copies of the articles of incorporation, bylaws and amendments thereto of Jitsource as in effect on the date hereof. The execution and delivery of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not violate any provision of
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Jitsources articles of incorporation or bylaws. Jitsource has full power, authority and legal right and has taken all action required by law, its articles of incorporation, its bylaws or otherwise to authorize the execution and delivery of this Agreement.
Section 1.2 Capitalization. The authorized capitalization of Jitsource consists of 50,000,000 Common Shares, $0.0001 par value per share and 10,000,000 Preferred Shares, $0.0001 par value. As of March 31, 2002, Jitsource has 500,000 common shares issued and outstanding. All issued and outstanding shares are legally issued, fully paid and nonassessable and are not issued in violation of the preemptive or other rights of any person. Jitsource has no other securities, warrants or options authorized or issued.
Section 1.3 Litigation and Proceedings. To the best of Jitsources knowledge and belief, there are no actions, suits, proceedings or investigations pending or threatened by or against Jitsource, affecting Jitsource or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign or before any arbitrator of any kind that would have a material adverse affect on the business, operations, financial condition or income of Jitsource. Jitsource does not have any knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.
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