Looks like a shell game to me designed to wipe out us current sh. another shell then the canouse/conner family F-the shareholder hand book will be used by Jeff to rinse and repeat.
MEMBERSHIP INTEREST PURCHASE AGREEMENT
This Membership Interest Purchase Agreement (this “Agreement”) is dated as of October 17, 2014 (the “Effective Date”) by and among: (i) Here To Serve Holding Corp., a Delaware corporation (“Seller”); (ii) Brooklyn Cheesecake & Desserts Company, Inc., a New York corporation (“Parent”); (iii) Brooklyn Cheesecake & Desserts Acquisition Corp., a wholly owned subsidiary of Parent (“Buyer”); (iv) Ronald Schutte, an individual (the “Parent Majority Shareholder”) and (v) Anthony J. Merante, an individual, Chairman, President, Chief Executive Officer and Chief Financial Officer of Parent (“Parent Executive”). Buyer, Seller and Parent are sometimes referred to in this Agreement collectively as the “Parties” and each individually as a “Party.”
Seller wishes to sell, assign and transfer to Buyer, and Buyer, for the consideration set forth below, wishes to purchase from Seller, the Membership Interests (hereinafter defined) owned by Seller on the terms and conditions more particularly set forth below. In connection with the performance of the obligations hereunder, certain preferred stock in the Buyer will be issued to (i) Jeffrey Scott Cosman, an individual (the “Seller Preferred A Stockholder”); and (ii) the following individuals: Edward H. Kniep, IV, Joseph D. Reich and Charles E. Barcom (collectively, the “Seller Preferred B Stockholders” and, together with the Seller Preferred A Stockholder, the “Seller Preferred Stockholders”), in exchange for good and valuable consideration, the receipt of which is hereby acknowledged.
The Parent Majority Shareholder, as the majority shareholder of Buyer will be materially benefitted by Buyer performing its obligations hereunder, and as such has agreed to be bound by certain provisions of this Agreement.
Now, therefore, in consideration of the premises and the mutual covenants and agreements contained herein, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
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