ex104.htm


    Exhibit
      10.4

     

    GREATWATER
      HOLDINGS, LLC

    


    


    


    


    E360
      LLC

    2000
      Universal Studios, Ste 101

    Orlando,
      FL  32819

    


    Dear
      Sir
      or Madam:

    


    The
      undersigned hereby requests to
      purchase five hundred (500) Membership Units in E360 LLC, a Florida limited
      liability company (the "Company") at a total price of $274,559.49, which amount
      has previous been paid to the Company.

    


    The
      undersigned, understands and agrees
      that the Company is undertaking a speculative business venture and that no
      assurances have been or can be made by the Company or any person involved with
      the Company regarding the performance or business operation of the
      Company.  The undersigned acknowledges that it has conducted an
      independent investigation of the merits and risks of investing in the Company
      and is not relying on the Company, its Managers or any other related person
      or
      entity in connection with is investment decision.

    


    The
      undersigned represents and warrants
      to the Company that he has received a copy of the: (i) Articles of Organization
      of the Company dated July 21, 2006 and (ii) form of Operating Agreement of
      the
      Company ("Operating Agreement").  The undersigned represents and
      warrants to the Company that it has reviewed such documents carefully prior
      to
      executing this letter agreement.  The undersigned acknowledges that it
      has had the opportunity to ask questions of, and receive answers from,
      representatives of the Company.

    


    The
      undersigned understands that the
      Membership Units are not publicly traded and that there will be no public market
      for such Membership Units.  In addition, the undersigned understands
      and agrees that such Membership Units would be sold in a transaction, exempt
      from the registration requirements of the Securities Act of 1933, as amended
      (the "Act"), and, in certain cases, of state securities laws, and that the
      Membership Units would be subject to transfer restrictions under the Act and
      applicable state securities laws (in addition to certain transfer restrictions
      provided by the Operating Agreement), and must be held indefinitely unless
      subsequently registered under the Act and applicable state securities laws
      or an
      exemption from such registration is available.  The undersigned
      further understands and agrees that the Company is under no obligation to
      register the Membership Units and that any exemptions are extremely
      limited.

    


    The
      undersigned represents and warrants
      to the Company that it would be acquiring the Membership Units for its own
      account for investment only and not with a view to any resale or distribution
      thereof.  The undersigned represents that it has such knowledge and
      experience in financial and business matters that it is capable of evaluating
      the merits and risks of the investment represented by the Membership Units
      and
      that it is able to bear the economic risk of such investment including, without
      limitation, the risk that such investment must be held indefinitely by it,
      except to the extent that withdrawal is permitted under applicable law, and
      the
      risk of loss of the investment.  The undersigned acknowledges that, in
      selling Membership Units to it in a transaction exempt from the registration
      requirements of the Act and applicable state securities laws, the Company is
      relying on the foregoing representations.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    The
      undersigned represents and warrants
      to the Company that:

    


    (i)           It
      has all requisite power and authority to enter into and perform this letter
      agreement and to carry out the transactions contemplated hereby and that the
      execution, delivery and performance of this letter by the undersigned does
      not
      require the consent, waiver, approval, license or authorization of any person,
      government entity or public authority, and does not violate any law, decree
      or
      regulation applicable to the undersigned.

    


    (ii)           This
      letter constitutes a legal, valid and binding obligation of the undersigned
      enforceable against it in accordance with its terms.

    


    (iii)           The
      representations and warranties of the undersigned contained in this letter
      an
      all information furnished by the undersigned to the Company pursuant to this
      letter are true, accurate, complete and correct in all respects.

    


    (iv)           This
      letter agreement constitutes the entire agreement between the undersigned and
      the Company relating to the subject matter hereof and supersedes any and all
      prior agreements or understandings, whether written or oral, by the
      parties.

    


    The
      Membership Unites requested to be
      purchased hereby will be deemed issued upon acceptance by the
      Company.  Upon such acceptance, the undersigned shall execute and
      deliver to the Company the Operating Agreement and such other documents as
      may
      be reasonably requested by the Company or its counsel.  The
      undersigned acknowledges that upon acceptance, neither it nor any of its related
      parties shall be owned any amounts by the Company and all funds previously
      made
      available to the Company shall be deemed payment for the Membership
      Units.

    


    The
      Company represents and warrants
      that:

    


    (i)           the
      company has full right, power and authority to enter into this letter agreement
      and to sell the Membership Units hereunder, free and clear of all liens,
      charges, claims, security agreements, equities, options, pledges and
      encumbrances whatsoever;

    


    (ii)           this
      letter agreement constitutes the valid and legally binding obligation of the
      Company and is enforceable against the Company in accordance with its
      terms;

    


    (iii)           there
      are no share certificates evidencing the Membership Units; and

    


    (iv)           the
      Company is duly organized and validly existing under the laws of the State
      of
      Florida.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    This
      letter agreement contains the
      entire agreement between the Company and the undersigned, shall be governed
      by
      and construed under the laws of the State of Florida, is intended take effect
      as
      an instrument under seal and shall be binding on the undersigned in accordance
      with its terms.

    


    In
      executing this letter, the undersigned requ4ests to purchase the
      following:

    


    (1)           MEMBERSHIP
      UNITS:            500

    


    (2)           TOTAL
      CASH
      PAID:               $274,559.49

    


    Executed
      this _____ day of ______,
      2007, at _____________________, _____________.

     

     

    
 

     

    
      	GREATWATER
              HOLDINGS, LLC	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	
              Jonah
                Ninger

            	 	 	
               

            	 
	
               

            	 	 	
               

            	 


    

    
 

     

    


    
      	 	 	 	Approved
              and Accepted:	 
	 	 	 	 	 
	 	 	 	E360
              LLC	 
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	
              Date
                signed:  ____________________

            	 
	
               

            	 	 	
               

            	 


    

    


    


     

     

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