EXHIBIT
10.29


MEMBERSHIP
INTEREST
  PURCHASE
AGREEMENT
   (MOTORSPORT)
  BETWEEN
   ENERFUND,
LLC
  AND
  NET
ELEMENT, INC.
  DATED AS OF FEBRUARY 1, 2011
  
 
 This
MEMBERSHIP INTEREST PURCHASE
AGREEMENT (the “Agreement”) is made and entered into as of the 1ST day of
February, 2011, by and among ENERFUND, LLC, a limited liability company
organized and existing under the laws of Florida (the “Seller”), and NET
ELEMENT, INC., a corporation organized and existing under the laws of Delaware
(the “Purachaser”).
  RECITALS
 
 WHEREAS, Motorsport, LLC
(“Motorsport”) is a wholly-owned subsidiary of the Seller which in turn
purchased 80% of the outstanding common shares of Motorsport.com, Inc., a
Florida corporation having its place of business at1450 South Miami Avenue,
Miami, Florida 33130 (“Motorsport, Inc.”) which owns, inter alia, the Internet
domain namewww.motorsport.com
(the “Domain”) pursuant to the terms of that certain Stock Purchase Agreement
dated as of December 17, 2010 between Enerfund Motorsports, LLC (which
subsequently changed its name to Motorsport, LLC) and Motorsport, Inc., a copy
of which is attached hereto as Exhibit A (the “SPA”); and
  WHEREAS,the Purchaser desires
to purchase the Seller’s interest in Motorsport, LLC, and the Seller desires to
sell all of its interest in Motorsport, LLC (the “Interest”) pursuant to the
terms of this Agreement.
  AGREEMENT
 
 NOW, THEREFORE, in
consideration of the recitals and of the premises, mutual covenants, mutual
representations, warranties, covenants, conditions and agreements set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree
that:
  ARTICLE
I
 PURCHASE OF
INTERESTS
  1.1.           Purchase and Sale of
Interests.  Upon the terms and subject to the conditions of
this Agreement, as of the Effective Date (the “Closing Date”), the Purchaser
shall purchase the Interest for the Purchase Price (as defined below) (the
“Interest Purchase”).
  1.2.           Purchase
Price.  In consideration for the sale of the Interest subject
to the conditions contained herein, the Purchaser shall purchase the Interest
from the Seller for One Hundred and Fifty Thousand U.S. Dollars (US$150,000)
(the “Purchase Price”). Twenty Thousand U.S. Dollars (the “Holdback Amount”)
have been held back from the Purchase Price until Motorsport is able to obtain
the rights to the domain name www.motorsportforums.com.  If
such rights are not obtained within six months from the closing date, the
Holdback Amount will be forfeited. In addition, the Purchaser agrees to fulfill
the obligations of Motorsport, LLC pursuant to the SPA and Seller hereby assigns
to Purchaser, and Purchaser hereby accepts such assignment, of all of Seller’s
rights, title and interest in and obligations under the SPA.
  1
  1.3.           Closing.
  (a)           The
sale and purchase of the Interests and the Domains shall occur simultaneously
with the signing and effective delivery of this Agreement.
  (b)           Prior
to the Closing, parties have delivered to each other the documents required to
be delivered pursuant to Article IV of this Agreement.
  ARTICLE
II
 REPRESENTATIONS
AND WARRANTIES OF THE SELLER
  The
Seller represents and warrants to the Purchaser that the representations and
warranties made by it in this Article II are correct and complete as of the date
of this Agreement and will be correct and complete as of the Closing (as though
made then and as though the Closing were substituted for the date of this
Agreement throughout this Article II), except as set forth in the Disclosure
Schedules delivered by the Seller to the Purchaser prior to the
Closing.
  2.1.           Authority. The Seller
is an individual with the requisite capacity, power and authority:  (a) to
own and use the properties owned and used by it and (b) to execute and deliver
this Agreement and to consummate the transactions contemplated
hereby.
  2.2.           Due Formation.
Motorsport, LLC is a limited liability company duly organized, validly existing
and in good standing under the laws of the State of Florida, and Motorsport, LLC
has the corporate power and authority and all necessary governmental approvals
to own its properties and assets and to carry on its business as it is now being
conducted and are duly qualified to do business and is in good standing in each
of the jurisdictions in which the ownership of its properties or the conduct of
its business requires such qualification, except for jurisdictions in which the
failure to be so qualified would not, individually or in the aggregate, have a
Material Adverse Effect. Except as provided in Schedule 2.2 hereto, there are no
other Persons in which Motorsport, LLC owns, of record or beneficially, any
direct or indirect equity or similar interest or any right (contingent or
otherwise) to acquire the same.
  2.3.           Capitalization.   The
Seller owns 100% of the issued and outstanding interests in Motorsport, LLC, and
there are no other interests, or options, warrants, calls, preemptive rights,
subscriptions or other rights, to acquire interests, in Motorsport, LLC and
there are no outstanding contractual obligations of Motorsport, LLC to
repurchase, redeem or otherwise acquire any membership interests of Motorsport,
LLC or to provide funds to make any investment (in the form of a loan, capital
contribution or otherwise) in any other Person. All the outstanding units of
membership interest of Motorsport, LLC are duly authorized validly issued, fully
paid and non-assessable and free of preemptive rights.
  2.4.           No Undisclosed
Liabilities. Other than the obligations in the SPA, Motorsport, LLC has
no liabilities or obligations of any nature other than for incidental current
expenses incurred in the normal course of business such as salaries, equipment,
maintenance, etc., whether or not accrued, contingent or otherwise, and there is
no existing condition, situation or set of circumstances which could be expected
to result in such a liability or obligation.
  2
  2.5.           No Violation of
Law.  To the Knowledge of the Seller, the businesses of
Motorsport, LLC are not being conducted in violation of any applicable
Law.
  2.6.           Litigation;
Proceedings. (a) there are no actions, suits, claims (including worker’s
compensation claims), litigation or other governmental or judicial proceedings
or investigations or arbitrations against Motorsport, LLC or any of its
properties, assets or business, or any of Motorsport, LLC’s current or former
directors or officers or any other Person whom Motorsport, LLC has agreed to
indemnify; (b) as of the date hereof, there are no actions, suits or proceedings
pending or threatened, against the Seller or Motorsport, LLC relating to the
transactions contemplated by the Transaction Agreements; and (c) there are no
outstanding orders, judgments, injunctions, awards or decrees of any
governmental entity against the Seller or Motorsport, LLC, any of its
properties, assets or businesses, or any of Motorsport, LLC’s current or former
directors or officers or any other Person whom Motorsport, LLC has agreed to
indemnify.
  2.7.           Title to
Assets.  The Seller and Motorsport, LLC own and have valid
title to its other tangible assets and properties which they purport to own,
free and clear of any and all Liens, except for Permitted Liens.
  ARTICLE
III
 REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER
  The
Purchaser represents and warrants to the Seller that the representations and
warranties made by it in this Article III are correct and complete as of the
date of this Agreement and will be correct and complete as of the Closing (as
though made then and as though the Closing were substituted for the date of this
Agreement throughout this Article III).
  3.1.           Organization and
Qualifications.  The Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of
incorporation, with the requisite corporate power and authority to own and use
its properties and assets and to carry on its business as currently
conducted.  The Purchaser is duly qualified to do business and is in good
standing as a foreign corporation in each jurisdiction in which the nature of
its business conducted or property owned by each makes such qualification
necessary, except where the failure to be so qualified or in good standing, as
the case may be, would not reasonably be expected to have a Material Adverse
Effect.
  3.2.           Authorization.  The
Purchaser has the requisite corporate power and authority to enter into and to
consummate the transactions contemplated by this Agreement and otherwise to
carry out its obligations hereunder.  The execution and delivery of this
Agreement by the Purchaser and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary action on the
part of the Purchaser, and no further action is required by the Purchaser. 
This Agreement has been duly executed by the Purchaser and this Agreement
constitutes a valid and binding agreement of the Purchaser enforceable against
the Purchaser in accordance with its terms, subject, however, as to enforcement,
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights
and to general principles of equity, regardless of whether such enforceability
is considered in equity or at law.  The Purchaser is not in violation of
any of the provisions of its Certificate or Articles of Incorporation, bylaws or
other organizational documents.
  3
  3.3.           Brokers, Finders or
Financial Advisors.  No broker, investment broker, financial
advisor or other person is entitled to any broker’s, finder’s, financial
advisor’s or other similar fee or commission from the Purchaser in connection
with the transactions contemplated by this Agreement.
  ARTICLE
IV
 DELIVERABLES
  4.1.           Certificates and Documents
of the Seller. The Seller shall have delivered at or prior to the Closing
the following:
  (i)           A
copy of Motorsport, LLC’s Certificate of Formation, with all amendments to date,
certified by the Secretary of State, together with a copy of the Operating
Agreement of Motorsport, LLC certified by its secretary within three (3)
business days of the Effective Date;
  (ii)           possession
of all originals and copies of agreements, instruments, documents, deeds, books,
records, files and other data and information within the possession of the
Seller or any Affiliate of the Seller pertaining to Motorsport, LLC
(collectively, the “Records”); provided, however, that the Seller may retain (1)
copies of any tax returns and copies of Records relating thereto; (2) copies of
any Records that the Seller is reasonably likely to need for complying with
requirements of law; and (3) copies of any Records that in the reasonable
opinion of the Seller will be required in connection with the performance of his
obligations herein;
  (iii)           resolutions
of Motorsport, LLC or the Seller, or both as the requisite circumstance and Law
requires, authorizing and approving all matters in connection with this
Agreement and the transactions contemplated herein, certified by a duly
authorized officer of Motorsport, LLC within three (3) days of the Effective
Date;
  (iv)           the
stock book, stock ledger, minute books and corporate seal of Motorsport,
LLC;
  (v)           such
other documents relating to the transactions contemplated in this Agreement as
the Purchaser may reasonably request.
  4.2.           Certificates and Documents
of the Purchaser.  The Purchaser shall have delivered at or
prior to the Closing the following:
  (i)           resolutions
of the Board of Directors of the Purchaser, authorizing and approving all
matters in connection with this Agreement and the transactions contemplated
herein, certified by the secretary of the Purchaser as of the Closing
Date;
  (ii)           such
other documents relating to the transactions contemplated in this Agreement as
the Seller may reasonably request; and
  4
  (iii)           the
payment of the Purchase Price set forth in Section 1.2.
  ARTICLE
V
 OTHER
AGREEMENTS
  5.1.           Confidentiality.    Each
of the parties hereto shall, and shall cause their respective principals,
officers, directors, shareholders, employees, agents, counsel, auditors, and
other personnel and authorized representatives to, hold in strict confidence,
and not divulge or disclose, any confidential information of any kind concerning
(i) the other parties and their respective principals, officers, directors,
shareholders, employees, agents, counsel, auditors and other personnel and
authorized representatives; (ii) the business or operations of any party to this
Agreement; or (iii) this Agreement, the transactions contemplated hereby, or any
negotiations or discussions between or among the parties hereto in connection
with any of the foregoing, except to the extent that such information is a
matter of public knowledge or is required to be disclosed by law or judicial or
administrative process as may be required by applicable law or as otherwise
contemplated herein. Notwithstanding anything contained herein to the contrary,
the confidentiality obligations of the parties hereto contained in this Section
6.1 shall survive the Closing.
  5.2.           Expenses.   Except
as otherwise expressly provided herein, each party hereto will pay its own
expenses incurred in connection with the negotiation of this Agreement, the
performance of their respective obligations hereunder and the consummation of
the transactions contemplated hereby, whether or not consummated.
  ARTICLE
VI
 SURVIVAL
AND INDEMNIFICATION
  6.1.           Survival of Representations
and Warranties.  The representations and warranties contained
in Articles III and IV hereof shall survive the Effective Date for a period of
twelve (12) months, after which all such representations and warranties shall
terminate and be of no further force or effect.
  6.2.           Indemnification.Other
than as otherwise provided in the SPA, neither the Purchaser or the Seller shall
have an obligation to indemnify the other for any losses arising from this
Agreement.
  ARTICLE
VII
 MISCELLANEOUS
  7.1.           Arbitration. 
Any controversy or claim arising out of or relating to this Agreement that
cannot be resolved and which is the result of a breach or termination of
this Agreement shall be resolved, as follows:
  (a)           The
dispute or controversy will be settled finally and exclusively by binding
arbitration in accordance with and through the Commercial  Arbitration
Rules (“Rules”)
of the American Arbitration Association (“AAA”) in effect on the date of this
Agreement.
  5
  (b)           The
place of the arbitration shall be Miami, Florida, United States of America. Each
party hereby irrevocably agrees that service of process, summons, notices or
other communications related to the arbitration procedure shall be deemed served
and accepted by the other party if given in the same manner as provided under
the notice provisions of this Agreement.Witnesses residing outside of the State
of Florida may testify telephonically.
  (c)           The
language to be used in the arbitration shall be English.
  (d)           The
arbitration shall be conducted by one arbitrator.  Upon request, the AAA
will produce a list of 10 potential arbitrators familiar with international
commercial legal issues.  The parties will attempt to agree on one
arbitrator. Failing to agree, the AAA shall appoint an arbitrator pursuant to
the Rules.
  (e)           Judgment
upon the written award rendered by the arbitrator may be entered in any court or
record of competent jurisdiction in any country, or application may be made to
such court of judicial acceptance of the award and an order of enforcement, as
the law of such jurisdiction may require or allow.
  (f)           The
cost of the arbitration proceedings shall be determined under the respective
rules for cost of arbitration of the AAA in effect at the time of the request
for arbitrations.   All expenses of the arbitration, including
reasonable attorney’s fees, shall be borne by the losing party to the
arbitration or, as the case may be, shall be prorated to properly reflect any
partial prevailing or losing of the parties to the arbitration, as determined by
the arbitrators in the written award.
  (g)           The
panel of arbitrators specifically shall have the power to grant equitable relief
upon request of either party.
  7.2.           Entire
Agreement.  This Agreement, together with the Exhibits and
Schedules hereto, contain the entire understanding of the parties with respect
to the subject matter hereof and supersedes all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into this Agreement and the Exhibits and Schedules
hereto.
  7.3.           Notices.  All
notices, requests, consents and other communications hereunder shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be notified, (b) when sent by confirmed facsimile if sent during normal
business hours of the recipient; if not, then on the next business day, (c)
three business days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (d) two business days after
deposit with recognized overnight courier, specifying next day delivery, with
written verification of receipt.  The address for all notices, requests,
consents and other communications hereunder to the parties to this Agreement
shall be delivered or sent to the following:
   6
  If to the
Seller:
  Enerfund,
LLC
 1450
South Miami Avenue
 Miami, FL
33130
 Attn:
Mike Zoi, Managing Member
 Email:
mzoi@enerfund.com
 
 If to the
Purchaser:
 
 Net
Element, Inc.
 1450
South Miami Avenue
 Miami, FL
33130
 Attn:  Mike
Zoi, President
 Email:
mzoi@netelement.com
 
 With a
copy to:
 
 Curtis
Wolfe
 1450
South Miami Avenue
 Miami, FL
33130
 Email:
cw@netelement.com
 
 Or such
other address as may be designated in writing hereafter, in the same manner, by
such Person.
 
 7.4.           Amendments;
Waivers.No provision of this Agreement may be amended except by a written
instrument signed by the Purchaser and the Seller.   No provision of
this Agreement may be waived except in a written instrument signed by the
party against whom enforcement of any such waiver is sought.  No waiver of
any default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any other provision, condition or requirement hereof, nor shall any delay or
omission of either party to exercise any right hereunder in any manner impair
the exercise of any such right accruing to it thereafter.
  7.5.           Headings.  The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof.
  7.6.           Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and permitted assigns.  The
Seller may not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Purchaser.  The Purchaser may
assign this Agreement or any of the rights or obligations hereunder without the
prior written consent of the Seller.
  7.7.           No Third-Party
Beneficiaries.  This Agreement is intended for the benefit of
the parties hereto and their respective successors and permitted assigns, and is
not for the benefit of, nor may any provision hereof be enforced by, any other
Person.
  7
  7.8.           Governing Law; Consent to
Jurisdiction.  This Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of
Florida without regard to the principles of conflicts of law
thereof.
  7.9.           Execution.  This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other parties, it being understood that all parties need not sign the same
counterpart.  In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature page were an original
thereof.
  7.10.                      Severability.  In
case any one or more of the provisions of this Agreement shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Agreement shall not in any way be affected or
impaired thereby and the parties will attempt to agree upon a valid and
enforceable provision which shall be a reasonable substitute therefor, and upon
so agreeing, shall incorporate such substitute provision in this
Agreement.
  7.11.                      Interpretation.  The
Section headings in this Agreement are for convenience of reference only and
shall not be deemed to alter or affect the meaning or interpretation of any
provision hereof.  The language used in this Agreement will be deemed to be
the language chosen by the parties hereto to express their mutual intent, and no
rule of strict construction will be applied against any party hereto.  The
disclosure of any matter in any portion of the Disclosure Schedules hereto shall
be deemed to be a disclosure for all purposes of this Agreement to which such
matter could reasonably be likely to be pertinent, but shall expressly not be
deemed to constitute an admission by the Seller or the Purchaser, as the case
may be, or to otherwise imply, that any such matter is material for the purposes
of this Agreement.
  ARTICLE
VIII
 DEFINITIONS
  8.1.           When
used in this Agreement, and in addition to the other terms defined herein, the
following terms shall have the meanings specified:
  (a)           Affiliate.  “Affiliate”
shall mean, in relation to any party hereto, any entity directly or indirectly
controlling, controlled by or under common control with such party.
  (b)           Agreement.  “Agreement”
shall mean this Membership Interest Purchase Agreement, together with the
Exhibits attached hereto and the Disclosure Schedule, as the same may be amended
from time to time in accordance with the terms hereof.
  (c)           Disclosure
Schedule.  “Disclosure Schedule” shall mean the Disclosure
Schedule delivered by the Seller to Motorsport, LLC pursuant to Section 2.2 of
this Agreement.
  (d)           Effective
Date.  “Effective Date” shall mean the date on which the
parties hereto have signed and delivered this Agreement.
  8
  (e)           Governmental
Entity.  “Governmental Entity” shall mean any federal, state,
local or foreign court, arbitral tribunal, administrative agency or commission
or other governmental or regulatory authority or administrative
agency.
  (f)           Indebtedness.  “Indebtedness”
shall mean all liabilities or obligations of Motorsport, LLC, whether primary or
secondary or absolute or contingent, in excess of $10,000 as to any single item:
(a) for borrowed money; or (b) evidenced by notes, bonds, debentures or similar
instruments; or (c) secured by Liens on any assets of Motorsport,
LLC.
  (g)           Knowledge.  “Knowledge”
shall mean actual knowledge without independent investigation of Mike Zoi or
Stephen Strother or any officer or manager of the respective company who should,
based on his or her responsibilities, reasonably be expected to have such
knowledge.
  (h)           Law.  “Law”
shall mean any foreign, federal, state or local governmental law, rule,
regulation or requirement, including any rules, regulations and orders
promulgated thereunder and any orders, decrees, consents or judgments of any
governmental regulatory agencies and courts having the force of law, other than
any Environmental Laws.
  (i)           Lien.  “Lien”
shall mean, with respect to any asset (real, personal or mixed): (a) any
mortgage, pledge, lien, easement, lease, title defect or imperfection or any
other form of security interest, whether imposed by Law or by contract; and (b)
the interest of a vendor or lessor under any conditional sale agreement,
financing lease or other title retention agreement relating to such
asset.
  (j)           Loss.  “Loss”
shall mean any and all damages (including incidental and consequential damages),
assessments, fines, penalties, deficiencies, losses, judgments, amounts paid in
settlement or diminution in value, costs and expenses (including, without
limitation, interest, court costs, reasonable fees and expenses of attorneys,
accountants and other experts or other reasonable expenses incurred in
investigating, preparing, defending against or prosecuting any litigation or
claim, action, suit, proceeding or demand).
  (k)           Material Adverse
Effect.  “Material Adverse Effect” shall mean a material
adverse effect on the business, condition (financial or otherwise), results of
operations, assets, liabilities, prospects, liquidity or properties of
Motorsport, LLC.
  (l)           Permitted
Liens.  “Permitted Liens” shall mean those of the Existing
Liens that do not materially detract from the value of the property or assets of
Motorsport, LLC taken as a whole subject thereto and do not materially impair
the business or operations of Motorsport, LLC.
  (m)           Person.  “Person”
shall mean a natural person, corporation, limited liability company,
association, joint stock company, trust, partnership, governmental entity,
agency or branch or department thereof, or any other legal entity.
  (n)           Subsidiary.  “Subsidiary”
shall mean any corporation, at least a majority of the outstanding capital stock
of which (or any class or classes, however designated, having ordinary voting
power for the election of at least a majority of the board of directors of such
corporation) shall at the time be owned by the relevant Person directly or
through one or more corporations which are themselves Subsidiaries.
  9
  (o)           “Transaction
Agreements” shall mean this Agreement, the Employment Agreement, and any
other agreements contemplated in this Agreement.
  [Signatures
appear on next page]
  10
  
  IN
WITNESS WHEREOF, the parties hereto have caused this Membership Interest
Purchase Agreement to be duly executed by their respective authorized
signatories as of the Effective Date.
  PURCHASER:
  NET
ELEMENT, INC.
  By: 
/s/ Jonathan
New
 Name:
Jonathan New
 Title:
Chief Financial Officer
   SELLER:
  ENERFUND,
LLC
  By: 
/s/ Mike
Zoi
 Name:
Mike Zoi
 Title:
Managing Member




Exhibit A












STOCK




PURCHASE
AGREEMENT




BETWEEN




ENERFUND
MOTORSPORT, LLC




AND




TOM
HAAPANEN, JACK DURBIN, NANCY SCHILKE,


AND
ERIC GILBERT




DATED
AS OF DECEMBER 17, 2010


1


This
STOCK PURCHASE AGREEMENT
(the “Agreement”) is
made and entered into as of the 17th day of
December, 2010, (the “Closing
Date”) by and among, ENERFUND MOTORSPORT LLC, a limited liability company
organized and existing under the laws of Florida (the “Purchaser”), and TOM HAAPANEN,
an individual who is a resident of Ontario, Canada (“Haapanen”), JACK DURBIN, an
individual who is a resident of Florida (“Durbin”), NANCY SCHILKE, an
individual who is a resident of Nevada (“Schilke”), and ERIC GILBERT,
an individual who is resident of Quebec, Canada (“Gilbert” and collectively with
Haapanen, Durbin, and Schilke, the “Sellers”).




RECITALS





WHEREAS, the Sellers
collectively own all of the outstanding shares of Motorsport.com, Inc., a
corporation organized pursuant to the laws of the State of Florida (“Motorsport”).  The
number of outstanding shares of Motorsport which are owned by each of the
Sellers is set forth on Schedule I hereto.  Motorsport owns all of the
right, title and interest in the domain name www.motorsport.com (the “Domain”).




WHEREAS,the Purchaser, a
wholly-owned subsidiary of Enerfund, LLC (“Enerfund”) desires to purchase
the number of Motorsport shares from each of the Sellers as specified on
Schedule II hereto (the “Interests”), which will result
in the Purchaser collectively purchasing 80% of the outstanding shares of
Motorsport. The Sellers desire to sell their respective Interests in Motorsport
to the Purchasers pursuant to the terms of this Agreement while retaining the
remaining shares of Motorsport as shown on Schedule III (the “Retained
Interests”).




AGREEMENT





NOW, THEREFORE, in
consideration of the recitals and of the premises, mutual covenants, mutual
representations, warranties, covenants, conditions and agreements set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree
that:




ARTICLE
I


PURCHASE OF
INTERESTS




1.1           Purchase and Sale of
Interests and the Retained Interests.  Upon the terms and
subject to the conditions of this Agreement, as of the Closing Date, the
Purchaser shall purchase the Interests for the Purchase Price (as defined below)
(the “Stock Purchase”)
occurring as of the Closing Date.   The Purchaser shall also have
the right at a future date to purchase the Retained Interests, but only upon the
exercise by the Purchaser of the Option as set forth below. The Closing Date of
the Stock Purchase shall occur on a mutually acceptable date.




1.2           Purchase
Price.  In consideration for the sale of the Interests and the
granting of the Option and in reliance on the representations and warranties,
covenants and agreements of the Sellers contained herein and the documents
contemplated hereby, and subject to the conditions contained herein, the
Purchaser shall purchase the Interests as of the Closing Date for the sum of Six
Hundred Thousand U.S. Dollars (US$600,000) (the “Purchase Price”) to be paid as
follows:


2


(a)           One
Hundred and Fifty Thousand U.S. Dollars (US$150,000), One Hundred and Thirty
Thousand U.S. Dollars (US$30,000) (the “Initial Payment”) in
immediately payable cleared funds will be paid at the Closing and the remaining
Twenty Thousand U.S. Dollars (US$20,000) (the “Holdback”) when the Company
has all of the rights to the forum related domains, related content, and
registration database, including without limitation www.motorsportforums.com
(the “Forum  Domains”), the Purchasers will pay the Holdback to the
Sellers, less the cost of acquiring the Forum Domains; provided that if the
Company is unable to obtain the rights to the Forum Domains within six (6)
months of the Closing Date or for less than the amount of the Holdback, then the
Holdback will be forfeited.




(b)           Four
Hundred and Fifty Thousand U.S. Dollars (US$450,000) (the “Second Payment Amount”) in
immediately payable cleared funds will be paid to the Sellers in four (4) equal
quarterly installment payments (each an “Installment Payment”) of
US$112,500.00.  The first such Installment Payment shall be payable on
the first day of the month in which the third anniversary of the Closing Date
occurs, with the subsequent payment due quarterly on the first day of the third,
sixth, and ninth months following the month in which the initial Installment
payment is made, until payment is made in full of the Second Payment
Amount.  The payment of all amounts due pursuant to this Section 1.2
shall be paid to the Sellers in proportion to the Interest each Seller is
delivering as defined on Schedule II attached hereto and incorporated
herein.




1.3           Closing.  The
sale and purchase of the Interests shall occur on the Closing Date of this
Agreement as set forth herein (the “Closing”).  Prior to the Closing,
parties have delivered to each other the documents required to be delivered
pursuant to Article V of this Agreement.




1.4           Option.  As
additional consideration for the Stock Purchase, the Sellers agree that for a
period of eight (8) years after the Closing Date, and upon thirty (30) days
prior notice, the Purchaser shall have an option to purchase the Retained
Interests in their entirety upon the terms and conditions set forth below (the
“Option”).  The
closing of the sale of the Retained Interests pursuant to the exercise of the
Option shall take place no later than forty five (45) days after the date of
such notice of exercise by the Purchaser.  Unless otherwise agreed to
in writing by all parties, in exercising the Option, the Purchaser must purchase
all of the Retained Interests and may not purchase only portions
thereof.




The
amount to be paid to each Seller upon the exercise of the Option shall be the
number of shares of the Retained Interest retained by each Seller being
purchased by the Purchaser in the exercise of the Option as set forth on
Schedule III, multiplied by the “Share Price” applicable at the
time of the payment of the Option Amount.  The applicable Share Price
shall be as follows for each of the following “Share Price
Periods”:  (i) for the first five (5) years after the Closing
Date:  $0.1075 per share; (ii) during the sixth year after the Closing
Date: $0.1185 per share; (iii) during the seventh year after the Closing Date:
$0.1305 per share; and (iv) during the eighth year after the Closing Date:
$0.1435 per share.  The total of the sums to be paid to each of the
Sellers as computed in the foregoing manner shall cumulatively in total be the
“Option Amount”. The
transfer of the Retained Interests shall occur immediately upon payment in full
of the applicable portion of the Option Amount to each of the
Sellers.


3


At the
option of the Purchaser, the Purchaser may make the Option Payment in either (i)
cash in immediately payable cleared funds or (ii) by exchanging each share of
the Retained Interests for an equal number of shares of Preferred Stock as
provided in Section 1.5.




1.5           Preferred
Stock.  At the election of the Purchaser, in conjunction with
the exercise of the Option, the Purchaser may cause Motorsport to issue shares
of Preferred Stock of Motorsport (the “Preferred Shares”) in a number
of Preferred Shares equal to the number of shares of Motorsport in the Retained
Interests. Such Preferred Shares may only be issued to the Sellers in payment of
the Option Amount.  Each share of the Preferred Shares shall have a
value (“Preferred Stock
Value”) on the books and records of Motorsport equal to applicable Share
Price for the then applicable Share Price Period.  The applicable
Preferred Stock Value shall be the amount to be paid per Preferred Share at the
time of the exercise of the Option.  Each share of the Preferred
Shares shall pay a quarterly dividend of 2.5% of the Preferred Stock Value then
in effect for the Share Price Period for each quarter, beginning with the first
calendar quarter after the closing of the Option.  Such quarterly
dividends shall be cumulative and if not timely paid in each quarter shall
accrue interest on the unpaid amounts at the rate of ten percent per annum (10%)
until paid in full.  The Preferred Stock shall have a preference over
all other shares of any type issued by Motorsport and after its issuance, no
dividends or other distribution of profits can be made by Motorsport, unless the
required quarterly preferential dividends and any accrued but unpaid interest
shall have been paid in full first.  Motorsport shall have the option
to redeem the Preferred Shares at a price per share equal to the Preferred Stock
Value upon thirty (30) days prior written notice and all accumulated, but unpaid
quarterly dividends and accrued interest must be paid at the time of
redemption.  Unless otherwise agreed in writing by all of the Sellers,
any such redemption shall be pro rata among the Sellers based on the percentages
of ownership set forth on Schedule II. Preferred Shares may also be issued at
the request of the Sellers as provided in Section 1.8(b) below.





1.6           Seller’s Rights to
Transfer.  For a period of eight (8) years after the Closing
Date the Sellers agree that they will not sell or transfer his or her Retained
Interest and/or any Preferred Shares except as permitted by this Agreement.
Notwithstanding the foregoing, the entitlement of each Seller to receive their
respective share of the Purchase Price (the “Seller’s Entitlement”), and
each Seller’s interest in the Retained Interests and/or Preferred Shares of any
Seller) may be transferred or sold, or will be transferred as a matter of law,
under the following conditions:


(a)           Any
Seller may transfer or sell their respective Retained Interest and/or any
Preferred Shares to the Purchaser in accordance with this
Agreement;


(b)           Any
Seller may transfer or sell their respective Seller’s Entitlement and/or
Retained Interest and/or any Preferred Shares to another Seller at such price
and on such terms as may be agreed between them;


(c)           Any
Seller may transfer or sell their respective Seller’s Entitlement and/or
Retained Interest and/or any Preferred Shares to a trust, limited liability
company, or corporation so long as such entity is either wholly owned by such
Seller or is controlled by such Seller;


(d)           The
respective Seller’s Entitlement and/or Retained Interest and/or any Preferred
Shares may be transferred pursuant to the will or testamentary trust of any
Seller who is deceased.


4


Any such
sale or transfer shall be subject to the terms and conditions of this Agreement,
and any share certificate evidencing any such sale or transfer shall contain a
restrictive legend indicating that the transferred Retained Interest and/or
Preferred Shares are subject to the terms and conditions of this
Agreement.  The death of any Seller at any time when this Agreement is
still in effect or while such Seller still owns any of the Seller’s Entitlement
and/or Retained Interest and/or any Preferred Shares shall not affect in any way
the obligations or rights of any of the Purchaser or any of the Sellers, or the
assignee or transferee of and Seller, as provided herein.





1.7           Operations/Merger.  After
the Closing Date, the Purchaser will be the majority shareholder of Motorsport.
Motorsport will be the operating entity and continue to own and utilize the
Domain.  After payment in full of the Second Payment Amount, but prior
to the exercise of the Option, the Purchaser may with the unanimous consent of
the holders of the Retained Interests, merge the business and operations of
Motorsport with, and into, a corporation wholly owned by the Purchaser, with the
Purchaser’s corporation  surviving the merger and continuing the
business.  In the event of such a merger and unless the Purchaser
exercises the Option at that time, the Retained Interest shall have the same
percentage of equity interest in the Purchaser as in Motorsport and that
percentage of equity interest in the Purchaser cannot be diluted; provided,
however, that the Retained Interests may be diluted if a third-party investor
invests in Motorsport or the Purchaser at a valuation at least twice the value
of the Retained Interest at the time of such investment.  In
conjunction with any such merger, the Domain will become an asset of the
surviving corporation, but still subject to the security interest of the
Sellers. Not withstanding the foregoing, the Purchaser agrees not to change the
form of Motorsport or any surviving entity into which Motorsport is merged, from
a corporation with a “C Corporation” income tax status into a corporation with
an “S Corporation income tax status or a limited liability company without the
prior written agreement of all of the Sellers who own any of the Retained
Interest and/or any Preferred Shares.





1.8           Dilution.  Except
as provided herein, the Purchaser agrees not to allow Motorsport to issue
additional common shares which would have the effect of diluting the ownership
of the Sellers in Motorsport without first obtaining the prior written approval
of each of the Sellers as to the issuance of such additional common shares.
Notwithstanding the forgoing:





(a) The
Purchaser may invest up to $1,000,000 in Motorsport at the then-current Share
Price as provided in Section 1.4 herein and Retained Interest of the Sellers
will be diluted in the same manner as the Purchaser.





(b) After
the Purchaser has invested a minimum of $1,000,000 in additional capital in
Motorsport as provided in (a) above, the Purchaser may allow a bona fide
third-party arms-length investor to purchase common shares; in such a case the
Purchaser and the Sellers will be diluted equally. If the share price for such
investment is lower than that provided in Section 1.4 above, each Seller shall
have the option after written notice and a period of no less than ten (10)
business days to elect to force the Purchaser to convert such Seller’s interest
to a Preferred Stock as provided in Section 1.5 above and shall have the same
rights, entitlements and privileges as Preferred Shares issued in connection
with an Option as provided in Section 1.5 above.


5


1.9           Security
Interest/Unwind.  As security for the payment of the Second
Installment Amount as provided herein, the Purchaser shall cause Motorsport (and
any other entity having any rights in such Domain) to grant to the Sellers a
security interest in the Domain which shall be held in escrow until such payment
is made.  In addition to the escrow, which is agreed to be for the
benefit of the Sellers, the Sellers are permitted to perfect their security
interest in the Domain by filing Uniform Commercial Code forms as provided by
Florida Statutes Chapter 679.  In the event that the Purchaser fails
to make any Installment of the Second Payment Amount at the time required, or
otherwise breaches or violates this Agreement and is in default of its
obligations as set for the herein, and the Purchaser fails to cure such default
after thirty (30) days written notice of such default, the Sellers shall have
the right to repurchase the Interests in Motorsport for the amount of $1.00,
with each Seller purchasing the same percentage of shares of Motorsport sold to
the Purchaser as set forth on Schedule II.  Following the Sellers’
exercise of its right to repurchase the Interests, the ownership and control of
Motorsport and the Domain shall revert to the Sellers along with the
functionality of the Motorsport site prior to the Closing and the Domain shall
be released from Escrow and released to Motorsport.  After such
repurchase, neither the Purchaser nor any party claiming through the Purchaser
shall have any interest in the Domain. The Sellers’ option to unwind this
transaction shall be its sole remedy for the Purchaser’s failure to make the
payment related to the Second Installment Amount.





1.10        Closing.




(a)           The
sale and purchase of the Interests shall occur on the Closing Date of this
Agreement as set forth herein, but the agreement for such sale and purchase
shall be binding upon the parties as of the Closing Date.




(b)           Prior
to the Closing, parties have delivered to each other the documents required to
be delivered pursuant to Article V of this Agreement.





ARTICLE
II


OTHER
COVENANTS




2.1.          Disclosure
Schedules.  Prior to the Closing Date, the Sellers shall
deliver to the Purchaser the Disclosure Schedules as defined
herein.  At the time of Closing, the Sellers shall deliver a
Disclosure Statement stating that the Disclosure Schedules were delivered
pursuant to this Agreement are true and correct as of the Closing Date or
stating any changes in any Disclosure Statement which have occurred since the
delivery of such Disclosure Schedules.  The Disclosure Schedules and
the Disclosure Statement will be deemed to constitute an integral part of this
Agreement and to modify, as specified, the representations, warranties,
covenants or agreements of the Sellers contained in this Agreement.




2.2.          Consulting
Agreements.  The Purchaser shall cause Motorsport to enter into
an agreement and Gilbert, Schilke, and Durbin shall each sign and deliver at
Closing their respective three (3) year consulting agreements with the Purchaser
to perform those services agreed to in each such consulting agreement for the
compensation contained therein (each a “Consulting Agreement”);
provided, however, that the duration of the Consulting Agreements will be the
shorter of three years or until the Purchaser exercises the Option. Each such
Consulting Agreement shall be an independently enforceable contract between the
Purchaser and the consultant named therein.  The Purchaser may choose,
in its sole discretion, to offer one or more of the consulting Sellers to
continue the consulting arrangement beyond its initial term.  Such
Consulting Agreements are an integral part of this Agreement and a breach by the
Purchaser during the initial period of any of the Consulting Agreements shall be
considered to be a breach of this Agreement, entitling the Sellers to exercise
their rights under Section 1.9.


6


2.3.          Audit.  The
Purchaser will engage independent auditors to conduct an audit of the books and
records of Motorsport as part of its due diligence at the Purchaser’s
expense.  The Sellers have an ongoing obligation to cooperate with
this audit by providing the requested documents and documentation and to
facilitate its timely completion.  Such audit shall be completed not
later than January 15, 2011.




2.4.          Public
Announcements.  Following the Closing, the Sellers shall not
issue or cause the publication of any press release or other public announcement
with respect to this Agreement or the transactions contemplated hereby without
the prior consent of the Purchaser; provided, however, that nothing herein will
prohibit either party from issuing or causing publication of any such press
release or public announcement to the extent that such party’s counsel
reasonably determines such action to be required by law, or the regulations of
any government agency or the principal exchange, in which case the party making
such determination will, to the greatest extent practicable in light of the
circumstances, use best efforts to allow the other party reasonable time to
comment on such release or announcement in advance of its issuance.




2.5.          Non-Solicitation.  Neither
party shall solicit the employees, agents, contractors, members, or customers of
the other during the term of the Consulting Agreements and for a period of one
(1) year thereafter.




2.6.          Amending Tax
Returns.  The Purchaser will not amend any tax return of
Motorsport for any period which ends on or with the Closing Date without the
Sellers advance written consent, which they may grant or withhold at their
discretion.




2.7.          Commercially Reasonable
Efforts.  Each of the parties hereto agrees to use its
commercially reasonable efforts to take, or cause to be taken, all action, and
to do, or cause to be done as promptly as practicable, all things necessary,
proper and advisable under applicable laws and regulations to consummate this
transaction; provided however, except as provided in any consulting agreement as
to that individual, the Sellers are not under a duty to make the business of the
Purchaser a commercial and financial success.




ARTICLE
III


REPRESENTATIONS
AND WARRANTIES OF THE SELLERS




The
Sellers each individually represent and warrant to the Purchaser that the
representations and warranties made by each of them in this Article III are
correct and complete as of the Closing Date of this Agreement and will be
correct and complete as of the Closing Date except as set forth in the
Disclosure Statement delivered by the Sellers to the Purchaser at the
Closing.


7


3.1.          Authority.  The
Sellers are each individuals who: (a) have the legal capacity to own the
Interests identified on Schedules I and II hereto; and (b) collectively have the
requisite authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby.




3.2.          Due
Formation.  Motorsport is a corporation duly organized, validly
existing and in good standing under the laws of the State of Florida, and
Motorsport has the corporate power and authority and all necessary governmental
approvals to own its properties and assets and to carry on its business as it is
now being conducted and are duly qualified to do business and is in good
standing in each of the jurisdictions in which the ownership of its properties
or the conduct of its business requires such qualification, except for
jurisdictions in which the failure to be so qualified would not, individually or
in the aggregate, have a Material Adverse Effect.  The Sellers have
delivered or will deliver to the Purchaser copies of the certificates of
incorporation, bylaws or other organizational documents of Motorsport (the
“Organizational
Documents”).  Such Organizational Documents are in all material
respects complete and correct and in full force and effect, are the only
documents governing the operation and authority of Motorsport, and Motorsport is
not in violation of any of the provisions of the Organizational
Documents.  There are no other Persons in which Motorsport owns, of
record or beneficially, any direct or indirect equity or similar interest or any
right (contingent or otherwise) to acquire the same.




3.3.          Capitalization.   The
Sellers collectively own 100% of the issued and outstanding stock of Motorsport
as set forth on Schedules I and II hereto.  There are no other
interests, or options, warrants, calls, preemptive rights, subscriptions or
other rights, to acquire interests, in Motorsport and there are no outstanding
contractual obligations of Motorsport to repurchase, redeem or otherwise acquire
any shareholder interests of Motorsport or to provide funds to make any
investment (in the form of a loan, capital contribution or otherwise) in any
other Person. All the outstanding shares of Motorsport are duly authorized
validly issued, fully paid and non-assessable and free of preemptive
rights.  There is currently no shareholders agreement as to the shares
of Motorsport between the Sellers.




3.4.          No Violation or
Conflict.  The execution and delivery of the Transaction
Agreements do not, and the consummation of the transactions contemplated hereby
and thereby and compliance with the provisions hereof and thereof will not,
conflict with, result in any violation of, or breach or default (with or without
notice or lapse of time, or both) under, or give to others a right of
termination, cancellation or acceleration of any obligation or the loss of a
material benefit under, or result in the creation of any lien, security
interest, charge or encumbrance upon any of the properties or assets of
Motorsport under, any provision of (i) the Organizational Documents, (ii) any
loan or credit agreement, note, bond, mortgage, lease, indenture or other
contract, agreement, instrument, permit, concession, franchise or license
applicable to Motorsport, or (iii) any judgment, order, decree, statute, law,
ordinance, rule, or regulation applicable to the Sellers or Motorsport or any of
their or its respective properties or assets.




3.5.          No Undisclosed
Liabilities.  To the best of the Sellers’ knowledge, Motorsport
has no liabilities or obligations of any nature other than for incidental
current expenses incurred in the normal course of business such as salaries,
equipment, maintenance, etc., whether or not accrued, contingent or otherwise,
and there is no existing condition, situation or set of circumstances which
could be expected to result in such a liability or obligation.


8


3.6.          No Violation of
Law.  To the best of the Sellers’ knowledge, the business of
Motorsport is not being conducted in violation of any applicable
Law.




3.7.          Litigation; Proceedings.(a) there are no actions, suits, claims (including worker’s compensation
claims), litigation or other governmental or judicial proceedings or
investigations or arbitrations against Motorsport or any of its properties,
assets or business, or any of Motorsport’s current or former directors or
officers or any other Person whom Motorsport has agreed to indemnify; (b) as of
the date hereof, there are no actions, suits or proceedings pending or
threatened, against the Sellers or Motorsport relating to the transactions
contemplated by the Transaction Agreements; and (c) there are no outstanding
orders, judgments, injunctions, awards or decrees of any governmental entity
against the Sellers or Motorsport, any of their or its properties, assets or
businesses, or any of Motorsport’s current or former directors or officers or
any other Person whom Motorsport has agreed to indemnify.




3.8.          Title to
Interests.  The Sellers have valid title to their Interests set
forth in Schedules I and II and Motorsport has valid title to the Domain as well
as the tangible assets and properties it purports to own, free and clear of any
and all Liens, except for Permitted Liens.




3.9.          Title to
Assets.  The Company has valid title to all of the assets,
including all domain names and other intellectual property, used in the business
of the Company.  Subject to the terms of individual consulting
agreements with certain Sellers, all Sellers hereby grant to the Company all
right, title and interest to any Intellectual Property that they have created
while associated with the Company or where appropriate, a royalty free,
perpetual license to use the content for the business of the
Company.




3.10.        Financial
Statements.  As of the date the Sellers deliver the Disclosure
Statement, the Sellers will have delivered to the Purchaser the following
financial statements for Motorsport: balance sheet and income statement as of
December 31, 2009 (unaudited) (the “Financial
Statements”).  The Financial Statements have been prepared in
accordance with accounting principles consistently applied throughout the
periods covered thereby and present the financial condition and results of
operations of Motorsport as of and for the periods indicated.




3.11.        Taxes.  Motorsport
has filed all income tax returns (the “Tax Returns”) that it is
required to file, and has paid all income taxes (the “Taxes”) shown thereon as
owing.  The most recent financial statements contained in the
Financial Statements reflect an adequate reserve for all Taxes payable by
Motorsport for all taxable periods and portions thereof accrued through the date
of such financial statements, except to the extent that any failures to reflect
such reserves would not reasonably be expected to have a Material Adverse
Effect.  There is no pending dispute with any taxing authority relating to
any Tax Returns of Motorsport and there is no tax audit of any Tax Return
pending or currently in process.  There are no liens for Taxes upon
any of the assets of Motorsport.




3.12.        Employees.  Motorsport
currently has no employees.


9


3.13.        Brokers, Finders or
Financial Advisors.  Neither the Sellers, nor Motorsport, have
employed any investment banker, broker, finder nor any other intermediary (for
the avoidance of doubt, expressly excluding attorneys or accountants) in
connection with the transactions contemplated hereby who might be entitled to
any fee or any commission in connection with or upon consummation of the
transactions contemplated hereby.




ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER




The
Purchaser represents and warrants to the Sellers that the representations and
warranties made by it in this Article IV are correct and complete as of the
Closing Date of this Agreement and will be correct and complete as of the
Closing Date (as though made as of the Closing Date were substituted for the
Closing Date of this Agreement throughout this Article IV).




4.1.          Organization and
Qualifications.  the Purchaser is a limited liability company
duly organized, validly existing and in good standing under the laws of its
jurisdiction of formation,  with the requisite corporate power and
authority to own and use its properties and assets and to carry on its business
as currently conducted.  The Purchaser is duly qualified to do business and
is in good standing as a foreign limited liability company in each jurisdiction
in which the nature of its business conducted or property owned by each makes
such qualification necessary, except where the failure to be so qualified or in
good standing, as the case may be, would not reasonably be expected to have a
Material Adverse Effect.




4.2.          Authorization.  The
Purchaser has the requisite corporate power and authority to enter into and to
consummate the transactions contemplated by this Agreement and otherwise to
carry out its obligations hereunder.  The execution and delivery of this
Agreement by the Purchaser and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary action on the
part of the Purchaser, and no further action is required by the
Purchaser.  This Agreement has been duly executed by the Purchaser and
this Agreement constitutes a valid and binding agreement of the Purchaser
enforceable against the Purchaser in accordance with its terms. The Purchaser is
not in violation of any of the provisions of its Articles of Organization, its
Operating Agreement or other organizational documents.




4.3.          No transfer of
Interests.  The Purchaser will not pledge, assign, encumber, or
otherwise transfer any interest in the Interests until the Second Payment Amount
has been paid in full by the Purchaser, and the stock certificates transferring
the Interests shall bear a restrictive “legend” to this effect.  If
the Purchaser elects to exercise the Option and to pay for such exercise by the
issuance of Preferred Stock, then the limitation of this Section 4.3 will
continue until all Preferred Shares have been redeemed.




4.4.          Financial Evaluation of
Motorsport.  In entering into the Agreement, the Purchaser has
made its own estimates, projections, forecasts and other financial and business
evaluation of the assets and business of Motorsport, and is not entering into
this Agreement based on any representation, estimates, projections, or
forecasts by the Sellers with respect to the performance of the assets or
businesses of Motorsport in or for any future period.


10


4.5.          Adequate
Funding.  The Purchaser has the funds (or has available
commitments from creditworthy financial institutions to provide the funds)
required to pay the Purchase Price and Second Installment Amount to consummate
the transactions contemplated hereby.




4.6.          Signed Investment
Letter.  The Purchaser will sign and deliver at closing the
investment letter contained in Schedule IV
hereto.




4.7.          Brokers, Finders or
Financial Advisors.  Neither the Purchaser, nor any affiliate
of the Purchaser  have employed any investment banker, broker, finder
or any other intermediary (for the avoidance of doubt, expressly excluding
attorneys or accountants) in connection with the transactions contemplated
hereby who might be entitled to any fee or any commission in connection with or
upon consummation of the transactions contemplated hereby. No broker, investment
broker, financial advisor or other person is entitled to any broker’s, finder’s,
financial advisor or other similar fee or commission from the Purchaser or the
Sellers in connection with the transactions contemplated by this
Agreement.




ARTICLE
V


DELIVERABLES




5.1.          Certificates and Documents
of the Sellers.  The Sellers shall have delivered at or prior
to the Closing the following:




(i)    
       a copy of Motorsport’s Articles of
Incorporation, with all amendments to date, certified by the Secretary of State
within five (5) business days of the Closing Date;




(ii)           possession
of all originals and copies of agreements, instruments, documents, deeds, books,
records, files and other data and information within the possession of the
Sellers or any Affiliate of the Sellers pertaining to Motorsport (collectively,
the “Records”);
provided, however, that the Sellers may retain (1) copies of any tax returns and
copies of Records relating thereto; (2) copies of any Records that the Sellers
is reasonably likely to need for complying with requirements of law; and (3)
copies of any Records that in the reasonable opinion of the Sellers will be
required in connection with the performance of his obligations
herein;




(iii)           resolutions
of Motorsport or the Sellers, or both, as the requisite circumstance and Law
requires, authorizing and approving all matters in connection with this
Agreement and the transactions contemplated herein, certified by a duly
authorized officer of Motorsport within five (5) business days of the Closing
Date;




(iv)          the
stock book, stock ledger, minute books and corporate seal of
Motorsport;




(v)           the
Consulting Agreements, executed by the applicable Sellers
individually;




(vi)          the
Disclosure Statement; and




(vii)         such
other documents relating to the transfer of the Interests.


11


5.2.         Certificates and Documents
of the Purchaser.  The Purchaser shall have delivered at or
prior to the Closing the following:




(i)  
         a copy of the Purchaser’s
Articles of Formation, with all amendments to date, certified by the Secretary
of State within five (5) business days of the Closing Date;




(ii)           resolutions
of the Mangers and Members of the Purchaser, authorizing and approving all
matters in connection with this Agreement and the transactions contemplated
herein, certified by the Manager of the Purchaser as of the Closing
Date;




(iii)           the
Consulting Agreements;




(iv)          the
Security Agreement from Mortorsport.com, Inc. as to the Domain;




(v)           the
Investment Letter;




(vi)          such
other documents relating to the transfer of the Interests; and




(vii)         the
payment of the Initial Payment set forth in 1.2(a).




5.3.         Intervening
Litigation.  If, prior to the Closing Date any preliminary or
permanent injunction or other Order issued by a court of competent jurisdiction
or by any other Governmental Entity shall restrain or prohibit this Agreement or
the consummation of the transactions contemplated herein for a period of fifteen
(15) days or longer, the Closing shall be adjourned at the option of either
party for a period of thirty (30) days.  If at the end of such thirty
(30) day period such injunction or Order shall not have been favorably resolved,
either party may, by written notice thereof to the other, terminate this
Agreement, without liability or further obligation hereunder.




ARTICLE
VI


OTHER
AGREEMENT




6.1.          Confidentiality.  Each
of the parties hereto shall, and shall cause their respective principals,
officers, directors, shareholders, employees, agents, counsel, auditors, and
other personnel and authorized representatives to, hold in strict confidence,
and not divulge or disclose, any confidential information of any kind concerning
(i) the other parties and their respective principals, officers, directors,
shareholders, employees, agents, counsel, auditors and other personnel and
authorized representatives; (ii) the business or operations of any party to this
Agreement; or (iii) this Agreement, the transactions contemplated hereby, or any
negotiations or discussions between or among the parties hereto in connection
with any of the foregoing, except to the extent that such information is a
matter of public knowledge or is required to be disclosed by law or judicial or
administrative process as may be required by applicable law or as otherwise
contemplated herein. Notwithstanding anything contained herein to the contrary,
the confidentiality obligations of the parties hereto contained in this Section
6.1 shall survive the Closing.




6.2.          Expenses.  Except
as otherwise expressly provided herein, each party hereto will pay its own
expenses incurred in connection with the negotiation of this Agreement, the
performance of their respective obligations hereunder and the consummation of
the transactions contemplated hereby, whether or not
consummated.


12


ARTICLE
VII


SURVIVAL
AND INDEMNIFICATION




7.1.          Survival of Representations
and Warranties.  The representations and warranties contained
in Articles III and IV hereof shall survive the Closing Date for a period of
twelve (12) months, after which all such representations and warranties shall
terminate and be of no further force or effect; provided however that
notwithstanding the foregoing, the representations and warranties contained in
Sections 3.8, 3.12, 4.3, 4.4. 4.5, 4.6 and 4.7 shall survive Closing and be
enforceable for a period of three (3) years after the last required action of
either the Sellers or the Purchaser pursuant to this Agreement or the Consulting
Agreements.




7.2.          Indemnification by the
Sellers.  For a period of twelve (12) months after the Closing
Date, the Sellers shall jointly indemnify and hold harmless the Purchaser and
its respective officers, directors, employees, agents, and shareholders
(collectively, the “Purchaser
Indemnified Parties”) against any Losses incurred or paid by any
Purchaser Indemnified Party, as a result of (i) any breach or failure of any of
the representations and warranties of the Sellers contained in this Agreement or
(ii) any breach of, or failure to perform, any agreement or covenant of the
Sellers contained in this Agreement; provided that (i) the Sellers shall not be
liable under this Section 7.2(a) unless the aggregate amount of Losses
attributable to the events or facts (including a series of related events or
facts) that resulted in such breach of representation, warranty covenant or
agreement is $10,000 or more; and (ii) the Sellers’s maximum liability under
this Section 7.2(a) shall not exceed the amount due to be paid to the Sellers
pursuant to this Agreement.




7.3.          Indemnification by the
Purchaser.  For a period of twelve (12) months after the
Closing Date, the Purchaser shall indemnify and hold harmless the Sellers
against any Losses incurred or paid by the Sellers, as a result of (i) any
breach or failure of any of the representations and warranties of the Purchaser
contained in this Agreement or (ii) any breach of, or failure to perform, any
agreement or covenant of the Purchaser contained in this Agreement.




7.4.          Procedure.  Promptly
(but in no event more than 15 days) after receipt by a Purchaser Indemnified
Party or the Sellers (an “Indemnified Party”), as the
case may require, of notice of the commencement of any action, such Indemnified
Party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 7.4, notify in writing the indemnifying
party of the commencement thereof.  In case any such action is brought
against any Indemnified Party, and such Indemnified Party notifies the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate in and, to the extent that it may wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof,
subject to the provisions hereof, with counsel reasonably satisfactory to such
Indemnified Party.  Following notification to the Indemnified Party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such Indemnified Party under this Section 7.4 for any legal or other
expenses subsequently incurred by such Indemnified Party in connection with the
defense therewith, other than reasonable costs of investigation.  The
Indemnified Party shall have the right to employ separate counsel in any such
action and to participate in the defense thereof, but the fees and expenses of
such counsel shall not be at the expense of the indemnifying party if the
indemnifying party has assumed the defense of the action, within a reasonable
time after notice of commencement of the action, with counsel reasonably
satisfactory to the Indemnified Party; provided however, that the
indemnifying party shall be required to pay for Indemnified Party’s counsel, if
such Indemnified Party shall have reasonably concluded, on reliance of the
written opinion of counsel experienced in such matters, that there may be
defenses available to it or him which are different from or additional to those
available to the indemnifying party (in which case indemnifying parties shall
not have the right to direct the defense of action).  No settlement of any
action against an Indemnified Party shall be made without the consent of the
Indemnified Party, which shall not be unreasonably withheld.  In the event
that any Indemnified Party should have a direct claim against any indemnifying
party hereunder that does not involve any third-party claim or claims asserted
against the Indemnified Party, the Indemnified Party shall transmit to the
indemnifying party a written notice describing in reasonable detail the nature
of the claim, an estimate of the amount of damages attributable to such claim to
the extent feasible (which estimate shall not be conclusive of the final amount
of such claim) and the basis of the Indemnified Party’s request for
indemnification under this Article VII.  The parties agree that the sole
and exclusive remedy which any party hereto shall have against any other party
hereto under this Agreement shall be the right to proceed for indemnification as
provided in this Article VII in the manner and only to the extent provided in
this Article VII; provided however, that this Article VII shall not be
interpreted to limit in any way, the rights of the Sellers to exercise remedies
provided in other Sections of this Agreement upon the breach by the Purchaser of
this Agreement.


13


ARTICLE
VIII


MISCELLANEOUS




8.1.         Arbitration.  Any
controversy or claim arising out of or relating to this Agreement that cannot be
resolved and which is the result of a breach or termination of this
Agreement shall be resolved, as follows:




(a)           The
dispute or controversy will be settled finally and exclusively by binding
arbitration in accordance with and through the Commercial  Arbitration
Rules (“Rules”) of the
American Arbitration Association (“AAA”) in effect on the date of
this Agreement.




(b)           The
place of the arbitration shall be Miami, Florida, United States of America. Each
party hereby irrevocably agrees that service of process, summons, notices or
other communications related to the arbitration procedure shall be deemed served
and accepted by the other party if given in the same manner as provided under
the notice provisions of this Agreement. Witnesses residing outside of the State
of Florida may testify telephonically.




(c)           The
language to be used in the arbitration shall be English.




(d)           The
arbitration shall be conducted by one arbitrator.  Upon request, the AAA
will produce a list of 10 potential arbitrators familiar with international
commercial legal issues.  The parties will attempt to agree on one
arbitrator. Failing to agree, the AAA shall appoint an arbitrator pursuant to
the Rules.  Discovery in the arbitration shall be permitted as deemed
appropriate and necessary by the sole arbitrator based upon the written request
of either party.


14


(e)           Judgment
upon the written award rendered by the arbitrator may be entered in any court or
record of competent jurisdiction in any country, or application may be made to
such court of judicial acceptance of the award and an order of enforcement, as
the law of such jurisdiction may require or allow.




(f)       
    The cost of the arbitration proceedings shall be
determined under the respective rules for cost of arbitration of the AAA in
effect at the time of the request for arbitrations.   All expenses of
the arbitration, including reasonable attorney’s fees, shall be borne by the
losing party to the arbitration or, as the case may be, shall be prorated to
properly reflect any partial prevailing or losing of the parties to the
arbitration, as determined by the arbitrators in the written award.




(g)           The
arbitrator specifically shall have the power to grant equitable relief upon
request of either party.




8.2.         Entire
Agreement.  This Agreement, together with the Exhibits and
Schedules hereto, contain the entire understanding of the parties with respect
to the subject matter hereof and supersedes all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into this Agreement and the Exhibits and Schedules
hereto.




8.3.         Notices.  All
notices, requests, consents and other communications hereunder shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be notified, (b) when sent by confirmed facsimile or email if sent
during normal business hours of the recipient; if not, then on the next business
day, (c) seven business days after having been sent by registered or certified
mail, return receipt requested, postage prepaid, or (d) two business days after
deposit with recognized overnight courier, specifying next day delivery, with
written verification of receipt.  The address for all notices, requests,
consents and other communications hereunder to the parties to this Agreement
shall be delivered or sent to the following:




If to the
Sellers:




Jack
      Durbin
            Tom
      Haapanen209
      Ridgeland Road
            14
      Rhine Meadow DriveTallahassee,
      FL 32312
            Heidelbert
      Ontario CanadaTel#
            Tel#Email:
            Email:Eric
      Gilbert
            Nancy
      Schilke8Avenue
      D’Anjou
            7385
      Valhalla LaneCandiac,
      Quebec Canada J5R3J-9
            Las
      Vegas, NV 89123Tel#
            Tel#Email:
            Email:




15


If to the
Purchaser:





Enerfund
Motorsport, LLC


1450
South Miami Avenue


Miami, FL
33130


Attn:  Mike
Zoi, President


Email:
mzoi@netelement.com





With a
copy to:





Curtis
Wolfe


1450
South Miami Avenue


Miami, FL
33130


Email:
cwolfe@netelement.com





Or such
other address as may be designated in writing hereafter, in the same manner, by
such Person.





8.4.          Amendments;
Waivers.  No provision of this Agreement may be amended except
by a written instrument signed by the Purchaser and the Sellers.   No
provision of this Agreement may be waived except in a written instrument
signed by the party against whom enforcement of any such waiver is sought. 
No waiver of any default with respect to any provision, condition or requirement
of this Agreement shall be deemed to be a continuing waiver in the future or a
waiver of any other provision, condition or requirement hereof, nor shall any
delay or omission of either party to exercise any right hereunder in any manner
impair the exercise of any such right accruing to it thereafter.




8.5.          Headings.  The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof.




8.6.          Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and permitted assigns.  The
Sellers may not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Purchaser.  The Purchaser may
assign this Agreement or any of the rights or obligations hereunder to an
affiliate of the Purchaser without the prior written consent of the Sellers, but
may not assign this Agreement to a non-affiliate without the prior written
consent of the Sellers.




8.7.          No Third-Party
Beneficiaries.  This Agreement is intended for the benefit of
the parties hereto and their respective successors and permitted assigns, and is
not for the benefit of, nor may any provision hereof be enforced by, any other
Person.




8.8.          Governing
Law.   This Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of Florida
without regard to the principles of conflicts of law
thereof.


16


8.9.          Execution.  This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other parties, it being understood that all parties need not sign the same
counterpart.  In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature page were an original
thereof.




8.10.        Interpretation.  The
Section headings in this Agreement are for convenience of reference only and
shall not be deemed to alter or affect the meaning or interpretation of any
provision hereof.  The language used in this Agreement will be deemed to be
the language chosen by the parties hereto to express their mutual intent, and no
rule of strict construction will be applied against any party hereto.  The
disclosure of any matter in any portion of the Disclosure Schedules hereto shall
be deemed to be a disclosure for all purposes of this Agreement to which such
matter could reasonably be likely to be pertinent, but shall expressly not be
deemed to constitute an admission by the Sellers or the Purchaser, as the case
may be, or to otherwise imply, that any such matter is material for the purposes
of this Agreement.




ARTICLE
IX


DEFINITIONS




9.1.           When
used in this Agreement, and in addition to the other terms defined herein, the
following terms shall have the meanings specified:




(a)           Affiliate.  “Affiliate”
shall mean, in relation to any party hereto, any entity directly or indirectly
controlling, controlled by or under common control with such party.




(b)           Agreement.  “Agreement”
shall mean this Stock Purchase Agreement, together with the Exhibits attached
hereto and the Disclosure Schedules, as the same may be amended from time to
time in accordance with the terms hereof.




(c)           Control.  “Control”
(including the terms “controlling,” “controlled by,” and “under common control
with”), as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, through the ownership of voting securities or by
contract.




(d)           Disclosure
Schedules.  “Disclosure Schedules” shall mean the Schedules I,
II and III to this Agreement and the Financial Statements delivered by the
Sellers to the Purchaser pursuant to Section 3.9 of this Agreement.




(e)           Governmental
Entity.  “Governmental Entity” shall mean any federal, state,
local or foreign court, arbitral tribunal, administrative agency or commission
or other governmental or regulatory authority or administrative
agency.




(f)     
      Indebtedness.  “Indebtedness”
shall mean all liabilities or obligations of Motorsport, whether primary or
secondary or absolute or contingent, in excess of $10,000 as to any single item:
(a) for borrowed money; or (b) evidenced by notes, bonds, debentures or similar
instruments; or (c) secured by Liens on any assets of
Motorsport.


17


(g)           Knowledge.  “Knowledge”
shall mean actual knowledge without independent investigation of either the
Sellers or the Purchaser or any officer or manager of the respective company who
should, based on his or her responsibilities, reasonably be expected to have
such knowledge.




(h)           Law.  “Law”
shall mean any foreign, federal, state or local governmental law, rule,
regulation or requirement, including any rules, regulations and orders
promulgated thereunder and any orders, decrees, consents or judgments of any
governmental regulatory agencies and courts having the force of law, other than
any Environmental Laws.




(i)       
    Lien.  “Lien”
shall mean, with respect to any asset (real, personal or mixed): (a) any
mortgage, pledge, lien, easement, lease, title defect or imperfection or any
other form of security interest, whether imposed by Law or by contract; and (b)
the interest of a vendor or lessor under any conditional sale agreement,
financing lease or other title retention agreement relating to such
asset.




(j)     
      Loss.  “Loss”
shall mean any and all damages (including incidental and consequential damages),
assessments, fines, penalties, deficiencies, losses, judgments, amounts paid in
settlement or diminution in value, costs and expenses (including, without
limitation, interest, court costs, reasonable fees and expenses of attorneys,
accountants and other experts or other reasonable expenses incurred in
investigating, preparing, defending against or prosecuting any litigation or
claim, action, suit, proceeding or demand).




(k)           Material Adverse
Effect.  “Material Adverse Effect” shall mean a material
adverse effect on the business, condition (financial or otherwise), results of
operations, assets, liabilities, prospects, liquidity or properties of
Motorsport or the Purchaser as applicable, each taken as a whole.




(l)       
    Permitted
Liens.  “Permitted Liens” shall mean those of the existing
liens as of the Closing Date that do not materially detract from the value of
the property or assets of Motorsport taken as a whole subject thereto and do not
materially impair the business or operations of Motorsport.




(m)           Person.  “Person”
shall mean a natural person, corporation, limited liability company,
association, joint stock company, trust, partnership, governmental entity,
agency or branch or department thereof, or any other legal entity.




(n)           Subsidiary.  “Subsidiary”
shall mean any corporation, at least a majority of the outstanding capital stock
of which (or any class or classes, however designated, having ordinary voting
power for the election of at least a majority of the board of directors of such
corporation) shall at the time be owned by the relevant Person directly or
through one or more corporations which are themselves Subsidiaries.




(o)           “Transaction
Agreements” shall mean this Agreement, the Escrow Agreement, the
Consulting Agreements, and any other agreements contemplated in this
Agreement.




[Signatures
appear on next page]


18




IN
WITNESS WHEREOF, the parties hereto have caused this Membership Interest
Purchase Agreement to be duly executed by their respective authorized
signatories as of the Closing Date




PURCHASER:ENERFUND
      MOTORSPORT, LLCBy:
                    /s/ Mike ZoiName:  Mike
      ZoiTitle: Managing
      MemberSELLERS:/s/ Tom HaapanenName:  Tom
      Haapanen/s/ Eric GilbertName:  Eric
      Gilbert/s/ Nancy SchilkeName:  Nancy
      Schilke/s/ Jack DurbinName:  Jack
      Durbin







Schedule
I




Outstanding Current
Ownership of Stock of Motorsport




OWNER
                            
                            NUMBER OF SHARES CURRENTLY
                              OWNEDTOM
      HAAPANEN
                            
                            
                            3,888,000JACK
      DURBIN
                            
                            
                            3,297,000NANCY
      SCHILKE
                            
                            
                            5,375,000ERIC
      GILBERT
                            
                            
                            6,060,000TOTAL
      SHARES OF MOTORSPORT.COM, INC.
                            
                            
                            18,620,000




Schedule
II




Shares of
Motorsport.com, Inc. To Be Sold By Selling
Stockholders




OWNER
                        
                        NUMBER OF SHARES TO
                          BE SOLD
                        
                        
                        PERCENTAGETOM
      HAAPANEN
                        
                        
                        3,110,400
                        
                        
                        
                        20.9
                        %JACK
      DURBIN
                        
                        
                        2,637,600
                        
                        
                        
                        17.7
                        %NANCY
      SCHILKE
                        
                        
                        4,300,000
                        
                        
                        
                        28.9
                        %ERIC
      GILBERT
                        
                        
                        4,848,000
                        
                        
                        
                        32.5
                        %TOTAL
      SHARES TO BE SOLD
                        
                        
                        14,896,000
                        
                        
                        
                        100
                        %




Schedule
III




Shares of
Motorsport.com, Inc. To Be Retained By Selling
Stockholders




OWNER
                        
                        NUMBER OF SHARES TO BE
                          RETAINED AS OF CLOSING DATETOM
      HAAPANEN
                        
                        
                        777,600JACK
      DURBIN
                        
                        
                        659,400NANCY
      SCHILKE
                        
                        
                        1,075,000ERIC
      GILBERT
                        
                        
                        1,212,000TOTAL
      SHARES TO BE RETAINED
                        
                        
                        3,724,000









Schedule
IV




Investment
Letter




ENERFUND
MOTORSPORT, LLC.





December __, 2010





Via Electronic Mail and
Courier


Mr. Tom
Haapanen


Mr. Jack
Durbin


Ms. Nancy
Schilke


Mr. Eric
Gilbert





Re:Acquisition of
Shares of Motorsport.com,
Inc.





Lady and
Gentlemen:





In connection with the transfer of 80%
of the shares of Motorsport.com, Inc. (the “Interests”)
pursuant to that certain Stock Purchase Agreement dated as of December __, 2010,
Enerfund Motorsport, LLC (the “Purchaser”)
acknowledges and agrees with you as follows:





1)           You
and may rely upon the following representations, warranties and agreements in
all matters relating to the Interests.





2)           The
Purchaser represents, warrants, and agrees that it is acquiring the Interests
for its own account as an investment and not with a view to the sale or
distribution thereof; that the Purchaser is duly organized, validly existing,
and in good standing under the laws of its State of organization with full power
and authority to execute and perform this letter agreement; and that the
Purchaser shall not dispose of the Interests or any part thereof in any manner
which would constitute a violation of the Securities Act of 1933, as amended
(the “Securities
Act”), any other applicable law, rules, or regulations of the U.S. or any
State or other governmental authorities, as the same may be
amended.





3)           The
Purchaser is an “accredited investor” as that term is defined in
Rule 501(a) of Regulation D promulgated under the Securities
Act.  The Purchaser either alone or together with its representatives
possesses such expertise, knowledge, and sophistication in financial and
business matters generally, and in the type of business in which Motorsport.com,
Inc. engages in particular, that the Purchaser is capable of evaluating the
merits and economic risks of acquiring and holding the Interests and is able to
bear all such economic risks of such ownership now and in the
future.  The Purchaser is aware that it must bear the economic risk of
an investment in the Interests for an indefinite period of time because the
Interests have not been registered under the Securities Act or under the
securities laws of any State and, therefore, cannot be sold unless the Interests
are subsequently registered under the Securities Act and any applicable State
securities laws or an exemption from registration is available.





4)           The
Purchaser has had access to all of the information, materials, books, records,
contracts, and documents with respect to the Interests and Motorsport.com, Inc.
which the Purchaser deems necessary to make a complete evaluation thereof and
has had an opportunity to question officers of Motorsport.com, Inc. in
connection therewith.





5)           The
Purchaser agrees to indemnify and hold you harmless as the sellers of the
Interests from and against any and all claims, actions, losses, damages,
liabilities, costs, and expenses (including attorneys’ fees) arising out of or
attributable to any breach of representation, warranty, or agreement contained
herein.  The Purchaser agrees that this indemnity shall survive any
sale or other transfer or disposal of the Interests.





Very
truly yours,





Enerfund
Motorsport, LLC.





By:
                      /s/
      Mike ZoiMike
      ZoiManaging
      Member