Exhibit 10.1


 


STOCK PURCHASE AGREEMENT


 


STOCK PURCHASE AGREEMENT (this “Agreement”),
dated March 9, 2005, between Coast Capital Finance, LLC, a limited
liability company organized under the laws of New Jersey (the “Purchaser”), and EquiFin, Inc., a Delaware corporation
(the “Company”).


 


RECITALS


 


A.                                   The
Company owns all of the outstanding shares of capital stock of Equinox Factors,
Inc., a Florida corporation (“Equinox Factors”);


 


B.                                     Equinox
Factors has been operating at a loss, which has required the Company to
regularly fund its cash shortfalls;


 


C.                                     The
Company has limited financial resources and does not intend to continue
on-going operations, including, without limitation, continuing the operations
of Equinox Factors;


 


D.                                    The
Company had attempted to sell Equinox Factors to other parties, but to date,
has not been able to effectuate such a sale;


 


E.                                      The
Company desires to continue its efforts to effectuate such a sale for an
additional limited period of time without the necessity of funding additional
losses if it is unable to complete such a sale on terms that it deems
desirable;


 


F.             The
Company desires to sell, and the Purchaser desires to buy, on the terms and
conditions set forth in this Agreement, all of the capital stock of Equinox
Factors; and


 


G.                                     The
Company and the Purchaser desire to make certain representations, warranties,
covenants and agreements in connection with the transactions contemplated
hereby.


 


AGREEMENT


 


In
consideration of the foregoing and the respective representations, warranties,
covenants and agreements set forth herein, and intending to be legally bound
hereby, the parties agree as follows:


 





















 


ARTICLE I

AGREEMENT TO PURCHASE AND SELL CAPITAL STOCK


 


1.              Agreement to
Purchase and Sell Capital Stock. 
Upon the terms and subject to the conditions of this Agreement, and in
consideration of the covenants of Purchaser contained in this Agreement, the
Company hereby sells to Purchaser, and Purchaser hereby purchases, 100 shares
(the “Shares”) of common stock, $.01 par value per share, of Equinox Factors,
representing all of the voting Shares outstanding of Equinox Factors.  Simultaneous herewith, the Company is
delivering to Purchase a certificate or certificates representing the Shares
registered in the name of the Purchaser. 
The Company will pay any issuance, sale or transfer taxes in connection
with this transaction on behalf of the Purchaser.  The certificate or certificates representing
the Shares shall be subject to a legend restricting transfer under the
Securities Act of 1933, as amended (the “Securities Act”) and referring to
restrictions on transfer herein, such legend to be substantially as follows:


 


“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED.  SUCH SHARES MAY NOT
BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AS TO THE AVAILABILITY OF AN
EXEMPTION FROM REGISTRATION.”


 


ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER


 


The
Purchaser hereby represents and warrants to the Company as follows:


 


1.              Investment.  The Purchaser is acquiring the Shares for
investment for its own account, not as a nominee or agent, and not with a view
to, or for resale in connection with, any distribution thereof.  The Purchaser understands that the Shares
have not been registered under the Securities Act by reason of a specific
exemption from the registration provisions of the Securities Act which depends
upon, among other things, the bona fide nature of the investment intent and the
accuracy of the Purchaser’s representations and warranties contained herein.


 


2.              Disclosure
of Information.  The Purchaser
believes that it has received all information it considers necessary or
appropriate to make an informed investment decision with respect to the Shares
to be purchased by the Purchaser under this Agreement.  The Purchaser further has had an opportunity
to ask questions and receive answers from the Company regarding the terms and
conditions of the offering of the Shares and to obtain additional information
necessary to verify any information furnished to the Purchaser or to which the
Purchaser had access.


 


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ARTICLE III

COVENANTS OF PURCHASER AND SELLER


 


1.              Conduct of
Business.  Purchaser agrees that from
and after the date hereof, through the end of the “Reacquistion Period” (as
defined in Section 2 of this Article III), the operations and
activities of the Equinox Factors’ factoring business shall be conducted only
in the ordinary course of business consistent with past practice.  Without limitation of the foregoing, from and
after the date hereof through the end of the Reacquisition Period, Purchaser
agrees that:


 


(i) It
will use its reasonable best efforts to maintain, or cause Equinox Factors to
maintain, all contracts and the relations and goodwill of employees, customers
and others relating to Equinox Factors’ operations, including using its best
efforts to maintain, or causing Equinox Factors’ to maintain, factoring
facilities with those customers set forth on Schedule A, which customers
and the accounts receivable purchased from them, shall, to the extent such
factoring facilities and accounts receivable are owned or controlled by
Purchaser (or any of its affiliates), be subject to the Company’s reacquisition
right set forth in Section 2 and shall, for the purpose of such
reacquisition right in said Section 2, be considered part of Equinox
Factors’ operations;


 


(ii) It
will not permit Equinox Factors to declare or pay any dividends, repurchase or
redeem any capital stock or make any other distribution of its assets;


 


(iii) It
will not permit Equinox Factors to acquire or agree to acquire any business,
corporation or entity;


 


(iv) It
will not permit Equinox Factors to incur any indebtedness with respect to its
business except in the ordinary course of business consistent with past
practice; and


 


(v) It will not permit Equinox
Factors to increase the amount of compensation paid to any of its employees or
pay or agree to pay any pension, retirement allowance, or other employee
benefit, not required by an existing plan, collective bargaining agreement or
arrangement, to any employee past or present.


 


2.              Right to Reacquire Equinox
Factors.  If prior to April 15,
2005, the Company gives written notice (a “Reacquisition Notice”) to Purchaser
that it desires to repurchase Equinox Factors, then the Company shall have the
right, for a period expiring on May 15, 2005, to reacquire the Shares and
Equinox Factors’ operations for the “Reaquisition Price” (as hereinafter
defined) (the time period during which the Company has such reacquisition right
is referred to as the “Reacquisition Period”). 
In addition, if the Purchaser
shall at any time become the subject of an asserted or threatened claim, or a
party to litigation, arising from the sale of the Shares to Purchaser pursuant
to this Agreement or otherwise relating to the transfer of Equinox Factors’
operations, then the Purchaser shall, upon notice to the other, have the right
to require the reacquisition of the Shares and Equinox Factors’ operations by,
or sale of the Shares and Equinxo Factors operations to, the Company for a
price equal to the Reacquisition Price.  For


 


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purposes of the
foregoing, the “Reacquisition Price” shall mean, (i) the Company’s assumption
of all obligations and liabilities relating to the operations of Equinox
Factors, including, without limitation, all obligations relating to
participations in the purchased accounts receivable that are being transferred
to the Company, directly or indirectly, in connection with the reacquisition,
together with (ii) the Company’s cash payment to the Purchaser of an amount equal
to, as of the date immediately preceding the closing of the reaquisition of the
Shares and Equinox Factors’ operations by the Company, the Purchaser’s and its
affiliates’ net investment in Equinox Factors and such operations. Upon the
closing of the reacquisition of the Shares and Equinox Factors’ operations by
the Company, Purchaser shall be released from any further obligation pursuant
to clause (ii) of Section 2 of Article IV with respect to liabilities
or obligations arising after such closing. 
For purposes of determining the “Reacquisition Price,” the Purchaser’s
and its affiliates’ net investment in Equinox Factors’ operations shall consist
of the net amount of all cash and other property contributed by them to Equinox
Factors and its operations subject to the reacquisition right contained
herein.  For the avoidance of doubt, it
is the intent and purpose of the parties and this Section 2 that, in the
event the reacquisition right provided for in this Section 2 is exercised
by the Company, upon the closing of the reacquisition pursuant thereto, the
parties and their affiliates will be returned, to the extent practicable, to
the position they would have been in if: 
(x) the Shares had never been transferred from the Company to Purchaser
and all of Equinox Factors’ operations that are subject to the reacquisition
right had been at all times been operated, directly or indirectly, by the
Company; and (y) all of the operations subject to the reacquisition right had
merely been being managed by the Purchaser and its affiliates for the benefit
of the Company, with all gains and losses arising from such operations, as the
case may be, inuring to the benefit of, and being borne by, the Company.


 


3.              No
Limitation on Other Activities of Purchaser.  Except as expressly set forth in Section I
of this Article III, nothing contained herein shall be construed to limit
the activities of Purchaser, including, without limitation, entering into
factoring or other credit facilities outside of Equinox Factors even if such
activities compete with Equinox Factors. 
Nothing shall require Purchaser to renew, or continue, any account in
the Equinox Factors portfolio if in default or at termination.


 


ARTICLE IV

INDEMNIFICATION


 


1.              Obligations of the
Company.  The Company agrees to indemnify
and hold harmless the Purchaser and its directors, officers, employees,
affiliates and agents from and against any and all losses, costs, damages,
disbursements, expenses, liabilities, penalties or settlements of any kind or
nature, including reasonable attorney and other professional fees and expenses which
shall be paid by the Company as incurred by Purchaser and any amounts paid in
settlement (“Losses”), incurred or suffered by any of them, directly or
indirectly, as a result of, or based upon or arising from any claim, suit,
demand, action, threatened or actual, relating to, or arising from any aspect
of the initiation of this Agreement, any inaccuracy in, or breach or
nonperformance of any of the agreements made by the Company in, pursuant to, or
as a result of, this Agreement.


 


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2.              Obligations
of the Purchaser.  The Purchaser
agrees to indemnify and hold harmless the Company and its directors, officers,
employees, affiliates and agents from and against any and all Losses incurred
or suffered by any of them, directly or indirectly, as a result of, or based
upon or arising from:(i) any inaccuracy in or breach or nonperformance of any
of the representations, warranties, or agreements made by the Purchaser in or
pursuant to this Agreement; and (ii) any liability or obligation pertaining to
the operations of Equinox Factors for which the Company may continue to be
liable from and after the transfer of the Shares to Purchaser, including,
without limitation, any and all obligations and liabilities arising under that
certain lease of real property expiring
August 2006, for suite 115, 3507 Frontage Road, Tampa, Florida.


 


3.              Settlement
of Third Party Claims.  Notwithstanding
anything else to the contrary contained herein, in no event shall any
indemnifying party have any liability to an indemnified party pursuant to the
foregoing provisions of this Article IV with respect to the settlement of
a claim effected without such indemnifying party’s prior written consent.


 


ARTICLE V

MISCELLANEOUS


 


1.               Further Assurances.  Each of the Company and the
Purchaser shall execute such further instruments and documents and do such
further acts and things consistent with the provisions of this Agreement as are
reasonably requested by the other to effectuate the intent and purpose of this
Agreement.


 


2.              Governing Law.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New Jersey, without
regard to conflicts of law principles.


 


3.              Successors and
Assigns.  This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns.


 


4.              Amendments;
etc.  No amendment, modification,
termination, or waiver of any provision of this Agreement, and no consent to
any departure by a party to this Agreement from any provision of this
Agreement, shall be effective unless it shall be in writing and signed and
delivered by the other party hereto, and then it shall be effective only in the
specific instance and for the specific purpose for which it is given.


 


5.              Entire
Agreement.  This Agreement
constitutes the full and entire understanding and agreement between the parties
with regard to the subject matter hereof and thereof and supersedes all prior
agreements and understandings among the parties relating to the subject matter
hereof.


 


6.              Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restriction of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.


 


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7.              Headings.  The descriptive headings of the Articles,
Sections and subsections of this Agreement are for convenience only and do not
constitute a part of this Agreement.


 


8.              Counterparts.  This Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same
effect as if all signatures were on the same instrument.


 


9.              No
Implied Rights in Third Parties.  Nothing expressed or implied in this Agreement
is intended to confer upon any person, other than the parties hereto, or their
respective successors or assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement.


 


10.       Survival
of Representations, Warranties and Agreements.  The representations, warranties, covenants
and agreements contained in or made pursuant to this Agreement shall survive
the closing of the sale and the purchase of the Shares to Purchaser
indefinitely.


 


IN WITNESS WHEREOF,
the parties have executed and delivered this Agreement as of the date first
written above.


 


	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  COAST CAPITAL
  FINANCIAL, LLC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  EQUIFIN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
									



 


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