STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is entered into this 16tb day
of November, 2000 ("Effective Date") by and between Enova Holdings, Inc.
("Enova"), a Nevada Corporation with principal offices located in Los Angeles,
California, and Staruni Corporation ("SRUN"), a California Corporation with
principal offices located in Los Angeles, California.
WHEREAS, SRUN desires to acquire from Enova all of the outstanding shares
of Pego Systems, Inc;
WHEREAS, Enova desires to acquire 15,000,000 or any other amount that shall
be equal to one-half of all authorized and issued shares of SRUN so that the
effect of this transaction is that Enova shall, upon closing hereof, own Fifty
(50%) Percent of SRUN;
WHEREAS, Enova and SRUN will exchange the above mentioned shares;
NOW, THEREFORE with the above being incorporated into and made a part
hereof for the mutual consideration set out herein and, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. 1. Exchange. Enova will transfer thirty-three thousand shares of the
conunon stock of Pego Systems, Inc., a California Corporation (a figure
representing 100% of the shares of Pego Systems, Inc.) to SRUN and SRUN
will transfer Fifteen Million (15,000,000) restricted shares or such amount
of shares as shall make Enova owner of Fifty (50%) Percent of all issued
and outstanding shares of SRUN common stock to Enova,
2. No Guarantee of Price. Enova and SRUN do not guarantee the future value of
their respective shares to the other party
3. Termination, This Agreement may be terminated at any time prior to the
Closing Date:
A. By Enova or SRUN.
(1) If there shall be any actual or threatened action or proceeding by
or before any court or any other governmental body which shall seek to
restrain, prohibit, or invalidate the transactions contemplated by
this Agreement and which, in judgment of such Board of Directors made
in good faith and based upon the advice of legal counsel, makes it
inadvisable to proceed with the transactions contemplated by this
Agreement; or
(2) If the Closing shall not have nor occurred prior to December 1,
2000, or such later date as shall have been approved by parties
hereto, other than for reasons set forth herein.
B. By Enova:
(1) If SRUN shall fail to comply in any material respect with any of
its or their covenants or agreements contained in this Agreement
or if any of the representation or warranties of SRUN contained
herein shall be inaccurate in any matcrial respect; or
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C. By SRUN:
(1) If Enova shall fail to comply in any material respect with any of
its, covenants or agreements contained in this Agreement or if any of
the representation or warranties of Enova contained herein shall be
inaccurate in any material respect;
In the event this Agreement is terminated pursuant to this Paragraph, this
Agreement shall be of no further force or effect, no obligation, right, or
liability shall arise hereunder, and each party shall bear its own costs as well
as the legal, accounting, printing, and other costs incurred in connection with
negotiation, preparation and execution of the Agreement and the transactions
herein contemplated.
4. Representations and Warranties of Enova, Enova hereby represents and
warrants that effective this date and the Closing Date, the representations
and warranties listed below are true and correct-.
A. Corporate Authority. Enova has the full corporate power and authority to
enter this Agreement and to carry out the transactions contemplated by this
Agreement. The Board of Directors of Enova has duly authorized the
execution, delivery, and performance of this Agreement,
B. No Conflict With Other Instruments. The execution of this Agreement will
not violate or breach any document, instrument, agreement, contract, or
commitment material to the business of Pego Systems, Inc, to which Enova
is a party and has been duly authorized by all appropriated and necessary
action,
C. Deliverance of Shares. As of the Closing Date, the Pego Shares to be
delivered to SRUN will be restricted and constitute valid and legally
issued shares of Pego Systems, fully paid and non-assessable.
D. Conflict with Other Instrument. The execution of this agreement will not
violate or breach any document, instrument, agreement, contract or
commitment material to Enova.
E. Enova has furnished to SRUN certain Unaudited and Internally created
Financial Statements regarding Pego Systems, Inc. These statements are
dated November 8, 2000 and cover the period of January 1, 2000 through
September 30, 2000. Said statements are attached hereto as Exhibit "A",
Enova warrants that these statements are true, and accurate,
5. Representations and Warranties of SRUN. SRUN hereby represents and warrants
that, effective this date and the Closing Date, the representations and
warranties listed below are true and correct and correct,
A. Corporate Authority. SRUN has the full corporate power and authority
to enter this Agreement and to carry out the transactions contemplated
by this Agreement. The Board of Directors of SRUN has duly authorized
the execution, delivery, and performance of this Agreement.
B. No conflict With Other Instruments. The execution of this Agreement
will not, violate or breach any document, instrument, agreement,
contract, or commitment material to the business of SRUN to which SRUN
is a party and has been duly authorized by all appropriated and
necessary action.
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C. Deliverance of Shares. As of the Closing Date the SRUN Shares to be
delivered to Enova will be restricted and Constitute valid and legally
issued shares of SKUN, fully paid and non-accessible,
D. No Conflict with Other Instrument. The execution of this agreement
will not violate or breach any document, agreement, contract or
commitment material to SRUN.
6. Closing. The Closing as herein referred to shall occur upon such date as
the parties hereto may mutually agree upon, but is expected to be on or
before December 1, 2000 by which time all parties may have completed their
due diligence.
At closing SRUN will deliver the SRUN shares to Enova and Enova will
deliver the Pego Systems, Inc. shares to SRUN,
7. Conditions Precedent of Enova to Effect Closing. All obligations of Enova
under this Agreement are subject to fulfillment prior to or as of the
Closing Date, of each of the following conditions:
A. The representations and warranties by or on behalf of SRUN contained
in this Agreement or in any certificate or documents delivered to
Enova pursuant to the provisions hereof shall be true in all material
respects at end as of the time of closing as though such
representations and warranties were made at and as of such time,
B. SRUN shall have performed and complied with all covenants, agreements
and conditions required by this Agreement to be performed or complied
with by it prior to or at the Closing.
C. All instruments and documents delivered to Enova purquant to the
provisions hereof shall be reasonably satisfactory to Enova's legal
counsel,
8. Conditions Prcedent of SRUN to Effect Closing. All obligations, of SRUN
under this agreement are subject to fulfilment prior to or as of the date
of Closing, of each of the following conditions:
A. The representations and warranties by or on behalf of Enova contained
in this Agreement or in any certificate or documents delivered to SRUN
pursuant to the provisions hereof shall be true in all material
respects at end as of the time of Closing as though such
representations and warranties were made at and as of such time.
B. Enova shall have performed and complied with all covenants, agreements
and conditions required by this Agreement to be performed or complied
with by it prior to or at the Closing,
C. All instruments and documents delivered to SRUN pursuant to the
provisions hereof shall be reasonably satisfactory to SRUN's legal
counsel.
9. Damages and Limit of Liability. Each party shall be liable, for any
material breach of the representations, warranties, and covenants contained
herein, which results in a failure to perform any obligation under this
Agreement only to the extent of the expenses incurred in connection with
such breach or failure to perform Agreement.
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10. Nature and Survival of Representations and Warranties. All representations,
warranties and covenants made by any party in this Agreement shall survive
the Closing hereunder. All of the parties hereto are executing and carrying
out the provisions of this Agreement in reliance solely on the
representations, warranties and covenants and agreements contained in this
Agreement or at the Closing of the transactions herein provided for and not
upon any investigation upon which it might have made or any
representations, warranty, agreement, promise, or information, written
or oral, made by the other party or any other person other than as
specifically set forth herein.
11. Indemnification Procedures
A. Pego Systems, Inc. presently is in debt to Comerica Bank for
approximately $950,000. Said sum has been guaranteed by Enova and The
Hartcourt Companies (OTCBB "HRCT") There is a present litigation in
the matter with Comercica Bank suing both Pego and)@MCT. Both
Hartcourt and Enova agree to remain as guarantors of such debt (until
and unless any court of competent jurisdiction shall rule otherwise)
and shall hold SRUN harmless for any and all costs incidental to this
matter. However, Pego owns 200000 shares of Hancourt, which, if Pego
is compelled to pay Comerica, may only be used to diminish that
debt,for that purpose and no other.
B. If any other claim is made by a party wlich would give rise to a right
of indemnification under this paragraph, the party seeking
indemnification (Indemnified Party) will promptly cause notice thereof
to be delivered to the parry from whom is sought (Indemnifying Party)
The Indemnified Party will permit the Indemnifying Party to assume the
defense of any such claim or any litigation resulting from the claims.
Counsel for the Indemnifying Party which will conduct the defense must
be approved by the Indemnified Party (whose approval will not be
unreasonable withheld), and the Indemnified Party may participate in
such defense at the expense of the Indemnified Party. The indemnifying
Party will not in the defense of any such claim or litigation, consent
to entry of any judgment or enter into any settlement without the
written consent of the Indemnified Party (which consent will not be
unreasonably withheld), The Indemnified Party will not,in connection
with any such claim or litigatiorn, consent to entry of any judgment
or enter into any settlement without the written consent of the
Indemnifying Party (which consent will not be unreasonable withheld),
The Indemnified Party will cooperate fully with the Indemnifying Party
and make available to the Indemnifying Party all pertinent information
under its control relating to any such claim or litigation. If the
Indemnifying Party refuses or fails to conduct the defense as required
in this Section, then the Indemnified Party may conduct such defense
at the expense of the Indemnifying Party and the approval of the
Indemnifying Party will not be required for any settlement or consent
or entry of judgment,
12. Changes in Management of SRUN. The Board of Directors of SRUN presently
consists of three perqons. As a result of this transaction, Frederic Colm,
Chairman of Enova, shall be added to the Board of SRUN. He shall also
become an officer of SRUN. Both Harcourt and Enova agree to this management
and Board structure of SRUN for a period of at least two years from the
date of this agreement, unless all parties and signatories to this
agreement mutually agree to a change.
13. Costs and Expenses. Enova andSRUN shall bear their own costs and expenses
in the proposed exchange and transfer described in this Agreement, Enova
and SRUN have been
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represented by their own attorney in this transaction, and shall pay the
fees of its, attorney, except as may be expressly set forth herein to
the contrary,
14. Notices. Any notice under this Agreement shall be deemed to have been
sufficiently given if sent by registered or certified mail, postage
prepaid, addressed as follows:
To Enova: Enova I-Ioldings, Inc,
9800 South Sepulveda Boulevard, Suite 818
Los Angeles California 90045
Telephone: (310) 410-7290
Telefax: (310) 410-7297
Attn: Frederic Cohn, Chairman
To SRUN: Staruni Corporation
1642 Westwood Boulevard, Suite 201
Los Angeles, Califorr@a 90024
Telephone: (310) 470-9358
Telefax: (310) 470-9127
Attn: Bruce Stuart,President
15. Miscellaneous,
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A. Further Assurances. At any time and from time to titne, after the
effective date, each party will execute such additional instruments
and take such as may be reasonably requested by the other party to
confirm or perfect title to any property transferred hereunder or
otherwise to carry out the intent and purposes of this Agreement.
B. Waiver. Any failure on the part of any party hereto to comply with any
of its obligations, agreements, or conditions hereunder may be waived
in writing by the party to whom such compliance is owed.
C. Headings. The section and subsection headings in this Agreement are
inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.
D. Counterparts. This Agreement may be Executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
E. Governing Law. This Agreement was negotiated and is being contracted
for in the State of California, and shall be governed by the laws of
the State of California, notwithstanding any conflict-of-law provision
to the contrary. Any suit, action or legal proceeding arising from or
related to this Agreement shall be submitted for binding arbitration
resolution to the fudicial Arbitration and Mediation Services in Los
Angeles, Ca., pursuant to their Rules of Procedure or any other
mutually agreed upon arbitrator. The parties agree to abide by
decisions rendered as final and binding, and each party irrevocably
and unconditionally consents to the jurisdiction of such Courts in
such suit, action or legal proceeding and waives any objection to the
laying of venue in, or the juiisdicfion of said Courts.
F. Binding Effect. This Agreement shall be binding upon the parties
hereto and inure to the benefit of the parties their respective heirs,
administrators, executors, successors, and assigns.
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G. Severability. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement she remain in full force
and effect.
IN WITNESS WBEREOF, the parties have executed this Agreement the day and above
written.
Enova Holdings, Inc.
By:
/s/ Frederic Cohn
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Frederic Cohn, Chairman
Staruni Corporation
By:
/s/ Bruce D. Stuart
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Bruce Stuart, President
