Membership Interest Transfer Agreement and Irrevocable Power of Attorney between InTuition Development Holdings, LLC and Intuition Guarantee Services II, Inc.

Summary

InTuition Development Holdings, LLC, a Florida company, agrees to sell and transfer its 100-unit membership interest in Intuition Guarantee Services, LLC to Intuition Guarantee Services II, Inc., with Farmers & Merchants Investment Inc. providing consideration. The agreement also grants David G. Graham irrevocable power of attorney to execute the transfer on behalf of InTuition Development Holdings, LLC. The transaction is formalized and notarized as of June 28, 2001.

EX-2.7 10 y88696a1exv2w7.txt STOCK PURCHHASE AGREEMENT Exhibit 2.7 TRANSFER AGREEMENT WITH IRREVOCABLE POWER OF ATTORNEY INTUITION DEVELOPMENT HOLDINGS, LLC., a Florida limited liability company, in consideration of the payment of ten dollars and other good and valuable consideration paid by FARMERS & MERCHANTS INVESTMENT INC., a Nebraska corporation, sells, assigns, and transfers to Intuition Guarantee Services II, Inc., its membership interest in INTUITION GUARANTEE SERVICES, LLC, Florida limited liability company (the "Company"), represented by One Hundred (100) units of members by Certificate number 2 registered in the name of InTuition Development Holdings, LLC, on the books of the company, together with any substitutions, proceeds or reissues thereof. InTuition Development Holdings, LLC irrevocably appoints and constitutes David G. Graham as its attorney-in-fact to transfer the described certificated or proceeds on the books of the company, with the full power of substitution in the premises. Dated: June 28, 2001 INTUITION DEVELOPMENT HOLDINGS, LLC, a Florida limited liability company By: /s/ David G. Graham ----------------------------- David G. Graham, President ACKNOWLEDGEMENT STATE OF FLORIDA COUNTY OF DUVAL The foregoing Membership Transfer Agreement with Irrevocable Power of Attorney for Transfer was subscribed and acknowledged before me on June 28, 2001 by David G. Graham, as President of InTuition Development Holdings, LLC, a Florida limited liability company, on behalf of the corporation. He is (check mark) personally known to me or has produced Drivers License as identification. /s/ Sarah N. Hygema ------------------------ Signature of Notary Public Commission Expires: [NOTARY SEAL]