ex105.htm


    Exhibit
      10.5

     

    MEMBERSHIP
      INTEREST PURCHASE AGREEMENT

    


    


    THIS
      MEMBERSHIP INTEREST PURCHASE
      AGREEMENT (the “Agreement”) is made and entered into this 1st  day of
      May, 2007, (the “Effective Date”), by and among certain members of E360, LLC, a
      Florida Limited Liability Company (“Sellers”), and GEN2MEDIA Corporation, a
      to-be-formed Nevada corporation (“Buyer”) regarding the purchase and sale of
      certain membership units owned by Sellers in E360, LLC (the
“Company”)

    


    RECITALS

    


    WHEREAS,
      Sellers comprise  members of the Company holding 95% of the membership
      interests therein (the “Interest”); and

     

    WHEREAS,
      Buyer has agreed to purchase from Sellers, and Sellers have agreed to sell
      to
      Buyer, the Interest and all other right, title and interest of Sellers in the
      Company, all in accordance with the terms and conditions set forth
      herein.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants set forth below and in
      exchange for other good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged, the parties hereto now agree as
      follows:

    


    


    AGREEMENT

    


    1.           Recitals.  The
      above recitals are true and correct, are acknowledged by the parties hereto
      and
      are incorporated into this Agreement by this reference.

    


    2.           Sale
      of Interest; Closing Deliveries.  The closing of the
      transactions contemplated by this Agreement (the “Closing”) shall be consummated
      on the date hereof (the “Closing Date”).  At the Closing, the
      following documents, instruments and agreements shall be executed and/or
      delivered, subject to the terms of this Agreement, by the parties as set forth
      below:

    


    a.           Sellers
      shall effect the sale of the Interest by delivering to Buyer duly and properly
      executed assignments, (the “Assignments”), together with such other documents of
      transfer as are reasonably necessary in Buyer’s opinion to effect the transfer
      of the Interest in accordance with the terms of this Agreement.

    


    b.           Buyer
      shall deliver to Sellers the Purchase Price as defined in and pursuant to
      paragraph 3 hereinbelow.

    


    c.           The
      Company, Buyer and Sellers shall each deliver to one another, as appropriate,
      such other certificates, documents, instruments and agreements as any of the
      Company, Buyer or Sellers shall deem reasonably necessary in order to confirm
      or
      effectuate the transactions contemplated herein, in form and substance
      reasonably satisfactory to each party requesting the same.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    3.           Purchase
      Price; Payment

     

    a.           The
      purchase price for the Interest (the “Purchase Price”) shall be by issuance of a
      total of 32,499,999 shares of restricted, Class A Common Stock of Buyer, in
      a
      tax free exchange. Said shares shall be restricted and shall not be tradable
      in
      any public market until such time, and unless allowed by applicable laws. Buyer
      makes no representation as to the value or marketability of said
      shares.  Said shares shall be issued in the following amounts:
      10,833,333 to Mary Spio, 10,833,333 to Mark Argenti and 10,833,833 to Ian
      McDaniel.

     

    4.           Representations
      and Warranties.

     

    a.           Sellers’
      Representations and Warranties.  Sellers, jointly and
      severally,  represent and warrant to the Buyer and to the Company as
      follows:

     

    i.           Power
      and Authority.  Sellers have all requisite power, authority and
      capacity to enter into this Agreement and the Assignments and to perform their
      respective obligations under this Agreement and the Assignments.  This
      Agreement, the Assignments and the transactions contemplated hereby and thereby
      have been duly and validly authorized by all necessary action on the part of
      Sellers.  This Agreement and the Assignments have been duly executed
      and delivered by Sellers and constitute the legal, valid and binding obligation
      of Sellers, enforceable against Sellers in accordance with its
      terms.  No further action of any other party is or will be required in
      connection with the transactions contemplated hereby.

    


    ii.           No
      Conflict.  The execution and delivery of this Agreement and
      the  Assignments and any other agreements and instruments to be
      executed and delivered hereunder or in connection herewith and the consummation
      of the transactions contemplated hereby and the compliance with the provisions
      hereof and thereof do not and will not (i) violate, or conflict with, or result
      in a breach of any provisions of, or constitute a default (or an event which,
      with notice or lapse of time or both, would constitute a default) under, or
      give
      rise to a right of termination, cancellation, modification or acceleration
      of
      the performance required by or a loss of a benefit under, or result in the
      creation of any encumbrance upon the Interest or any other properties or assets
      of Sellers under any note, bond, mortgage, indenture, deed of trust, license,
      agreement, lease, permit, franchise or other instrument or obligation to which
      Sellers are a party or by which the Interest is bound or affected, or (ii)
      violate any law, rule, regulation, order or code by which any of the Interest
      or
      Sellers’ properties are bound or affected.

    


    iii.           Interest
      Ownership.  Sellers are, immediately prior to the Effective Date
      hereof, and will be, upon the assignment of the Interest to Buyer, the sole
      owners, free and clear of any claims, liens, options, pledges, security
      interests, charges, encumbrances and restrictions whatsoever, of the
      Interest.

     

    iv.           Litigation.  There
      is no litigation or proceeding pending, or to Sellers’ best knowledge,
      threatened, against or relating to Sellers, their properties or business, or
      against or relating to the Interest, nor do Sellers have reasonable grounds
      to
      know of any basis for any such action or of any governmental investigation
      thereof.

     

    v.           Disclosure.  No
      representation or warranty made by Sellers in this Agreement, nor any statement
      or certificate furnished or to be furnished pursuant hereto, or furnished or
      to
      be furnished in connection with the transactions contemplated hereby, contains
      or will contain any untrue statement of a material fact, or omits or will omit
      to state a material fact necessary to make the statements contained therein
      not
      misleading.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    The
      foregoing representations and warranties are true and accurate as of the date
      hereof and shall survive the execution and delivery of this Agreement and the
      purchase of the Interest.  Sellers agree to jointly and severally
      indemnify and hold the Company and its affiliates, successors, assigns, and
      their managers, officers, directors, members, shareholders, employees, agents
      and representatives, and Buyer and its trustees and beneficiaries, and their
      heirs, beneficiaries, agents and representatives, harmless from and against
      any
      and all expenses, including reasonable attorneys’ fees, and tax and untaxed
      costs and other reasonable expenses, losses, damages or liabilities due to
      or
      arising out of a breach by Sellers of any representation or warranty made by
      Sellers herein.

     

    b.           Buyer’s
      Representations and Warranties.  Buyer makes representations and
      warranties to the Sellers as follows:

    


    i.           Power
      and Authority.  Buyer has all requisite power and authority to
      enter into this Agreement and to perform its obligations under this
      Agreement.  This Agreement has been duly executed and delivered by
      Buyer and constitutes the legal, valid and binding obligation of Buyer
      enforceable against Buyer in accordance with its terms.  No further
      action of any other party is or will be required in connection with the
      transactions contemplated hereby.

    


    ii.           No
      Conflict.  The execution and delivery of this Agreement and
      the  Assignment and any other agreements and instruments to be
      executed and delivered hereunder or in connection herewith and the consummation
      of the transactions contemplated hereby and the compliance with the provisions
      hereof and thereof do not and will not violate, or conflict with, or result
      in a
      breach of any provisions of, or constitute a default (or an event which, with
      notice or lapse of time or both, would constitute a default) under, or give
      rise
      to a right of termination, cancellation, modification or acceleration of the
      performance required by or a loss of a benefit under, or result in the creation
      of any encumbrance upon the Interest or any other properties or assets of Buyer
      under it Articles of Incorporation, Bylaws or other governing documents to
      which
      Buyer is subject, or any note, bond, mortgage, indenture, deed of trust,
      license, agreement, lease, permit, franchise or other instrument or obligation
      to which Buyer is a party.

    


    iii.           Litigation.  There
      is no litigation or proceeding pending, or to Buyer’s best knowledge,
      threatened, against or relating to Buyer or its properties, nor does Buyer
      have
      reasonable grounds to know of any basis for any such action or of any
      governmental investigation thereof.

     

    iv.           Disclosure.  No
      representation or warranty made by Buyer in this Agreement, nor any statement
      or
      certificate furnished or to be furnished pursuant hereto, or furnished or to
      be
      furnished in connection with the transactions contemplated hereby, contains
      or
      will contain any untrue statement of a material fact, or omits or will omit
      to
      state a material fact necessary to make the statements contained therein not
      misleading.

     

    The
      foregoing representations and warranties are true and accurate as of the date
      hereof and shall survive the execution and delivery of this Agreement and the
      purchase of the Interest.  Buyer agrees to indemnify and hold Sellers
      and its affiliates, successors, assigns, and their members, shareholders,
      officers, directors, employees, agents and representatives, harmless from and
      against any and all expenses, including reasonable attorneys’ fees, and tax and
      untaxed costs and other reasonable expenses, losses, damages or liabilities
      due
      to or arising out of a breach by Buyer of any representation or warranty made
      by
      Buyer herein.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    5.           Commissions
      and Finder’s Fees.  The parties hereto each represent and warrant
      to the other that this Agreement results without the assistance or advice of
      any
      finder, broker or commission agent.  Each of the parties represents
      and warrants that such party has made no arrangements or commitments with
      respect to any brokerage fees, stock sale commission or finder’s fees, and each
      party shall hold the other parties harmless with respect to any such agreements
      or commitments.

     

    6.           Survival
      of Representations.  All representations, warranties, covenants
      and indemnities made by the parties hereunder shall survive the closing of
      the
      transactions contemplated in this Agreement.

     

    7.           Benefit.  This
      Agreement shall be binding upon, and inure to the benefit of the parties hereto
      and their heirs, executors, personal representatives, successors and
      assigns.

     

    8.           Enforcement
      Proceedings.  It is expressly agreed and stipulated that this
      Agreement shall be deemed to have been made and to be performed in Orange
      County, Florida, and all questions concerning the validity, interpretation,
      or
      performance of any of its terms or provisions, or of any rights or obligations
      of the parties hereto, shall be governed by and resolved in accordance with
      the
      laws of the State of Florida.  Each party hereby irrevocably submits
      to the exclusive venue and jurisdiction of the courts (state and federal) in
      and
      for Orange County, Florida over any dispute arising out of this Agreement,
      the
      assignment or the transactions contemplated hereby, and agree that all claims
      in
      respect of such dispute or proceeding shall be heard and determined in such
      courts.  The parties hereby irrevocably waive, to the fullest extent
      permitted by applicable law, any objection that they may have to the venue
      of
      any such dispute brought in such court or any defense of inconvenient forum
      for
      the maintenance of such dispute.  EACH PARTY HERETO IRREVOCABLY WAIVES
      ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND A TRIAL BY JURY FOR ANY ACTION,
      PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS
      AGREEMENT.  THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A
      TRIAL BY JURY ARISING FROM ANY SOURCE, INCLUDING BUT NOT LIMITED TO THE
      CONSTITUTION OF THE UNITED STATES, THE CONSTITUTION OF ANY STATE, COMMON LAW
      OR
      ANY APPLICABLE STATUTE OR REGULATION. EACH PARTY IS HEREBY KNOWINGLY AND
      VOLUNTARILY WAIVING THE RIGHT TO DEMAND TRIAL BY JURY.

     

    9.           Costs
      of Enforcement.  In the event any party initiates action to
      enforce rights hereunder, the prevailing party shall recover from the
      non-prevailing party his or its  reasonable expenses, court costs and
      reasonable attorneys’ fees.  As used herein, expenses, court costs and
      attorneys’ fees include expenses, court costs and attorneys’ fees incurred in
      any appellate proceeding.  Expenses incurred in enforcing this
      paragraph and in collecting amounts due hereunder shall be covered by this
      paragraph.  For this purpose, the court is requested by the parties to
      award actual costs and attorneys’ fees incurred by the prevailing party, it
      being the intention of the parties that the prevailing party be completely
      reimbursed for all such costs and fees.

     

    10.           Entire
      Agreement and Modification.  This Agreement constitutes the entire
      agreement between the parties with respect to the subject matters contained
      herein.  This Agreement shall not be amended or modified except by
      instrument in writing executed by all of the parties hereto.

     

    11.           Invalid
      Provision.  The invalidity or unenforceability of a particular
      provision of this Agreement shall not affect the other provisions hereof, and
      the Agreement shall be construed in all respects as if such invalid or
      unenforceable provisions were omitted.

     

    12.           Transaction
      Costs.  Transfer taxes and recording fees, if any, incurred in
      connection with the assignment and transfer of the Interest shall be borne
      by
      Buyer.  Buyer and Sellers shall each bear their own attorneys’ fees
      and costs, except as set forth in Section 9 above.

     

    


    [Signatures
      on Following Page]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto
      have duly executed this Membership Interest Purchase Agreement on the day and
      year first above written.

     

     

     

     

    
      	GEN2MEDIA
              CORPORATION	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By: 	 	 	
               

            	 
	
              Mary
                Spio,
                President (to be formed) 

            	 	 	
               

            	 
	
               

            	 	 	
               

            	 


    

    
      	 	 	 	 	 
	
              /s/

            	 	 	
              /s/
                

            	 
	
              Mary
                Spio,
                Individually       

            	 	 	
              Mark
                Argenti

            	 
	 	 	 	
               

            	 


    

    
      	 	 	 	 	 
	
              /s/

            	 	 	 	 
	
              Ian
                McDaniel

            	 	 	 	 
	
               

            	 	 	 	 


    

     

     

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