MEMBERSHIP INTEREST PURCHASE AGREEMENT
This Membership Interest Purchase Agreement (this “Agreement”), dated as of December 9, 2019 (the “Effective Date”), is entered into between NewBridge Global Ventures, Inc., a Delaware corporation (“Seller”) and Sam Mac, an individual (“Buyer”) and executed for the purpose of indicating consent provided herein, by 5Leaf, LLC, a California limited liability company ("Company"). Seller, Buyer and Company are hereinafter sometimes referred to as the"parties," whether or not capitalized),
WHEREAS, Seller owns all of the issued and outstanding membership interest inCompany (the “Seller Interests”);
WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller the Seller Interests, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE
Section 1.01Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined herein), Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to that percentage of the Seller Interests (“Purchased Interests”), free and clear of any mortgage, pledge, lien, charge, security interest, claim or other encumbrance (“Encumbrance”) for the consideration specified in0.
Section 1.02Purchase Price. The total aggregate purchase price for the Purchased Interests shall be Eight Hundred Nineteen Thousand Two Hundred Fifty Five and no/100 dollars ($819,255.00) (the “Purchase Price”). The Purchase Price shall be paid in the form of (a) a Secured Promissory Note in the amount of $243,937, substantially as set forth onExhibit A (“Promissory Note”) and (b) the forgiveness of outstanding amounts owed by Seller to Buyer amounting to $575,318.00 in accordance with Section 1.03.
Section 1.03Forgiveness of Debt. Buyer acknowledges and agrees that the obligations and liabilities in the amount of $575,318.00 set forth on Schedule A attached hereto (“Seller Liabilities”) constitutes all of the obligations and liabilities of the Seller to the Buyer and that as part of the consideration for the purchase of the Interests, Buyer agrees to and does hereby forgive, cancel and forever discharge Seller from any and all obligations and liabilities related to the repayment of the Seller Liabilities.
and Seller (the “Closing Date”). The consummation of the transactions contemplated by this Agreement shall be deemed to occur at 12:01 a.m. on the Closing Date.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer that the statements contained in this0 are true and correct as of the date hereof. For purposes of this0, “Seller’s knowledge,” “knowledge of Seller” and any similar phrases shall mean the actual or constructive knowledge of Seller, after reasonable inquiry.
Section 2.03Ownership of Purchased Interests.
Section 2.07No Other Representations or Warranties. Except for the representations and warranties contained in this0, neither Seller nor any agent of Seller has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Seller.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller that the statements contained in this0 are true and correct as of the date hereof. For purposes of this0, “Buyer’s knowledge,” “knowledge of Buyer” and any similar phrases shall mean the actual or constructive knowledge of any director or officer of Buyer, after reasonable enquiry.
Section 3.03Joinder. Buyer hereby acknowledges and agrees that upon (a) the execution and delivery of this Agreement and the effective purchase of the Purchased Interests, Buyer agrees to be fully bound by, and subject to, all of the covenants, terms and conditions of the Operating Agreement with respect to the Purchased Interests. Company, respectively, acknowledges and agrees as indicated by the signature of its authorized manager on the signature page below that Buyer's membership interest in Company shall include the acquisition of the
Purchased Interests and agrees that Buyer's signature on this Agreement shall be deemed to be counterpart signature pages to the Operating Agreement.
Section 3.04Compliance with Law; Governmental Consents. The consummation by Buyer of the investment contemplated herein is in compliance with all applicable laws, rules, regulations, and requirements of all applicable federal, state, and local governmental authorities without the necessity for any license, permit, order, or other action or permission in the nature thereof, or any registration, qualification, designation, declaration, or filing with, or consent, approval, or authorization of, any such governmental authority.
Section 3.05Compliance with Other Instruments. The execution, delivery, and performance of this Agreement, and the consummation of the investment contemplated herein, will not result in a violation of, or default under, any instrument, judgment, order, writ, decree, or contract known to Buyer.
Section 3.06Information. Buyer acknowledges that Company has made available to Buyer information regarding Company, its business, assets, and financial condition, and Buyer has had the opportunity to make inquiries of, and receive answers from, Seller and Company and their respective officers regarding such company and its business, industry, and financial condition, including without limitation any debt and equity transactions being contemplated or negotiated by Company and the pricing of issuances of equity by Company and purchase prices for equity of Company recently sold by members of Company. Buyer acknowledges that Buyer has acquired or had access to all the information that Buyer considers necessary or appropriate to reach an informed and knowledgeable decision regarding whether to enter into this Agreement and perform the obligations set forth herein. Buyer hereby acknowledges that Buyer has not relied on any representation, statement, or omission of Seller or Company, other than those made by Seller that are set forth in this Agreement, in making Buyer’s investment decision to purchase the Purchased Interests.
Section 3.07Valuation of Purchased Interests. In entering into this Agreement and consummating the purchase of the Purchased Interests contemplated hereby, Buyer acknowledges that the Purchase Price is not based on an independent valuation of the Purchased Interests or on any other commonly used valuation method and assumes the risk that the Purchase Price may not reflect the fair market value of the Purchased Interests or the value of the Purchased Interests pursuant to any particular valuation basis. Buyer acknowledges that at any time Company may sell equity, be acquired, or elect to liquidate its assets and pay available proceeds to the holders of its equity, or one or more of Company members may transfer equity in Company, in each case in a transaction that values such company’s equity at a higher or lower valuation than reflected in the Purchase Price. Buyer represents that Buyer is a sophisticated person familiar with transactions similar to those contemplated by this Agreement, and that Buyer is capable of evaluating the value of the Purchased Interests.
Section 3.09Non-Foreign Status. Buyer is not a foreign person as such term is used inSection 1446(f) of the Internal Revenue Code of 1986, as amended (“Code”) or Treasury Regulations Section 1.1445-2.
ARTICLE IV
CLOSING DELIVERIES
Section 4.01Seller’s Deliveries. At the Closing, Seller shall deliver to Buyer the following:
Section 4.02Buyer’s Deliveries. At the Closing, Buyer shall deliver the following to Seller:
(b)The Assignment and Assumptions, executed by Buyer; and
(c)Cancellation notice by Buyer of Seller’s accrued liabilities owed the Buyer.
ARTICLE V
TAX MATTERS
ARTICLE VI
INDEMNIFICATION
Section 6.02Indemnification By Seller. Subject to the other terms and conditions of this0, Seller shall defend, indemnify and hold harmless Buyer, its affiliates and their respective members, directors, managers, officers and employees from and against:
Section 6.03Indemnification By Buyer. Subject to the other terms and conditions of this0, Buyer shall defend, indemnify and hold harmless Seller, its affiliates and their respective members, directors, officers and employees from and against all Losses arising from or relating to:
ARTICLE VII
MISCELLANEOUS
Section 7.01Expenses. Except as otherwise provided inError! Reference source not found., all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
Section 7.02Approval by Managers. By their execution of this Agreement, the Seller, as the sole owner of Company does hereby approve of the sale and conveyance of the Purchased Interests.
the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.
[signature pageS follow]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
“SELLER”
NewBridge Global Ventures, LLC
By:
Name:Chris Bourdon
Title:CEO
Date:
“BUYER”
By:
Name:Sam Mac
Executed by Company as approving the transactions on the terms and conditions provided herein:
5LEAF, LLC
By:
Name:
Its:
EXHIBIT A
PROMISSORY NOTE
[Attached hereto]
[Exhibit A to Membership Interest Purchase Agreement]
EXHIBIT B
OPERATING AGREEMENT
[please see attached]
[Exhibit B to Membership Interest Purchase Agreement]
EXHIBIT C
ASSIGNMENT AND ASSUMPTION AGREEMENT
[please see attached]
[Exhibit C to Membership Interest Purchase Agreement]
ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS
This Assignment and Assumption of Membership Interests Agreement (this “Agreement”) is entered into as of December 9, 2019 by and between NewBridge Global Ventures, Inc., a Delaware corporation (“Assignor”), and Sam Mac (“Assignee”).
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.
ASSIGNOR:
NewBridge Global Ventures, Inc.
By:_______________________ Name: Chris Bourdon Title:CEO
| ASSIGNEE:
By:__________________________ Name:Sam Mac Title: |
|
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Agreed to and accepted:
COMPANY:
5Leaf, LLC
By:__________________________________ Name: Its: |
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