STOCK PURCHASEAGREEMENT

1.2 Closing Deliveries.           

(a)  On the Closing Date, the parties shall deliver or shall cause to be delivered the following: (a) the Sellers shall transfer 15,000,000 shares of the Company’s common stock to the Buyer (b) Buyer shall deliver the Purchase Price minus the Escrow Deposit to the escrow account of the law firm of Anslow & Jaclin, LLP.

 

(b)  On the Closing Date, Black will resign from all officer and director positions held with the Company and the Buyer will be appointed as the Company’s President, Chief Executive Officer, Principal Accounting Officer and Director.

(a) Company is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware, authorized to issue 200,000,000 shares of Company common stock and 50,000,000 shares of “blank check” preferred stock.  The issued and outstanding capital stock of Company consists only of the 19,200,000 Shares of outstanding common stock, all of which are duly authorized, validly issued and fully paid and nonassessable shares of Company common stock.  Except as set forth in Schedule 2(a) of the Sellers Disclosure Schedule, there are no issued or outstanding rights, options or warrants to purchase Company Common Stock or any issued or outstanding securities of any nature convertible into Company Common Stock. The outstanding Company common stock have all been registered or issued pursuant to an appropriate exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) and from any applicable registration requirements of the various states.

 

(b) Company and Black have full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby have been duly approved by the Board of Directors of Company.  This Agreement has been duly executed and delivered by Company and constitutes a valid and binding obligation of Company enforceable against Company in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now, or hereafter, in effect relating to creditors' rights.

 

(c) Company is qualified as a foreign corporation in all jurisdictions where its business or ownership of assets or properties so requires, except where the failure to be so qualified would not have a material adverse effect on the business or financial condition of Company (a “Company Material Adverse Effect”). The business of Company does not require it to be registered as an investment company or investment adviser as such terms are defined under the Investment Company Act of 1940 and the Investment Advisers Act of 1940, each as amended.

 

(d) Except as set forth in Schedule 2(d) of the Sellers Disclosure Schedule, Company has no subsidiaries.

 

(e) The Company financial statements shall present fairly, in all material respects, the consolidated financial position and results of operations of Company as of the dates, period and year indicated, prepared in accordance with GAAP, and in accordance with Regulation S-X (“Regulation S-X”), promulgated by the SEC, and, in particular, Rules 1-02 and 3-05 thereunder.

 

(f) There are no material liabilities (including, but not limited to material tax liabilities) or material claims against Company (whether such liabilities or claims are contingent or  absolute, direct or indirect, matured or unmatured) not described in the Company financial statements, other than liabilities incurred in the ordinary course of business.

 

(g) Company has duly filed with the appropriate governmental authorities all material franchise, income and all other material tax returns other than tax returns, the failure of to file of which would have no Material Adverse Effect on Company.  All such tax returns were when filed, and are, accurate and complete in all material respects and were prepared in conformity with applicable laws.  Company has paid, or will pay in full or have adequately reserved against, all taxes otherwise assessed against it through the Closing Date.  Company is not a party to any pending action or proceeding by any governmental authority for the assessment of any tax, and no claim for assessment or collection of any tax has been asserted in writing against Company that has not been paid.  There are no liens for taxes upon the assets of Company (other than liens for taxes not yet due and payable).  There is no valid basis, to the knowledge of Company, for any assessment, deficiency, notice, 30-day letter or similar intention to assess any tax to be issued to Company by any governmental authority.

(h) Except as described in the Schedule 2(h) of the Sellers Disclosure Schedule, Company has good and marketable title in all material respects to all its furniture, fixtures, equipment and other owned assets as set forth in the Company financial statements and such assets are owned free and clear of all material security interests, pledges, liens, restrictions and encumbrances of every kind and nature.

 

(i) The accounts receivable set forth in the Company financial statements represent amounts due for goods sold, or services rendered, by Company in the ordinary course of business and, except as reserved for in the Company financial statements, are, to the best knowledge of Company, collectable in all material respects in the ordinary course of business.

 

(j) Copies of all written material agreements, contracts, arrangements, understandings and commitments, including, without limitation, real estate leases and loan agreements (each a “Contract,” collectively, “Contracts”), to which Company is a party, by which Company is bound, or from which Company is entitled to receive substantial benefits, and a summary of the provisions of each oral material contract, have been delivered to Buyer. Company is not in material default under any such Contract.  The validity and enforceability of, and rights of Company contained in each such Contract shall not be materially adversely affected by the transactions contemplated hereby.

 

(k) There are no legal, administrative, arbitral or other proceedings, claims, actions or governmental investigations of any nature against Company which could reasonably be expected to have a Company Adverse Effect or which challenge the validity or propriety of the transactions contemplated by this Agreement and, to Company’s best knowledge, there is no reasonable basis for any such proceeding, claim, action or governmental investigation against Company.  Company is not a party to or bound by any order, judgment or decree which could reasonably be expected to have a Company Material Adverse Effect.

 

(l) Since September 30, 2009, there have been (i) no bonuses or extraordinary compensation paid to any of the officers or directors of Company; (ii) no loans made to, or any transactions with, any of the officers or directors of Company or their families; (iii) no dividends or other distributions declared or paid by Company; and (iv) no purchase by Company or Black of any Company Shares.

 

(m) Except as set forth in Schedule 2(m) of the Sellers Disclosure Schedule, Company has not issued or committed itself to issue, and up to the Effective Date will not issue or commit itself to issue, any Company Common Stock or any options, rights, warrants, or other securities convertible into Company Common Stock.

(n) “Intellectual Property” shall mean and refer to: (i) domestic and foreign patents and patent applications (or equivalents thereto); (ii) domestic and foreign copyrights and copyright registrations; (iii) domestic and foreign trademarks, service marks, trade names and respective registrations thereof; (iv) Trade Secrets, privacy rights, and any other protection for confidential information or ideas, and (v) technical information and documentation, proprietary technology and processes, and know-how.

 

As of the Closing Date:

 

(1) Company owns the entire right, title and interest to all Intellectual Property, free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever.

 

(2) Company has not violated, misappropriated, infringed, induced infringement of, or contributed to the infringement of any patent, copyright, Trade Secret, trademark, service mark, trade name, Internet domain name or other Intellectual Property right of any other person or entity. Company's representation in this Section 2(n)(2) is limited to Company 's or Black’s knowledge.

 

(3) Company has not made, asserted or threatened any claim of violation, misappropriation or infringement of the Intellectual Property against any other person or entity, and Company is not aware of any such violation, misappropriation or infringement.

 

(4) The transactions contemplated herein will have no Material Adverse Effect on the Intellectual Property.

 

(o) Company has, in all material respects, conducted its affairs in compliance with all applicable laws, rules and regulations except where the failure to so comply could not reasonably be expected to have a Company Material Adverse Effect.

 

(p) Except as described in the Company financial statements, there are no loans, leases or other contracts outstanding between Company and any other officer or director of Company or any person or entity related to any officer or director of Company.

 

(q) During the past five year period, no officer or director of Company has been the subject of:

 

(1) a petition under the Federal bankruptcy laws or any other insolvency law nor has a receiver, fiscal agent or similar officer been appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

 

(2) a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations which do not relate to driving while intoxicated);

(3) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

 

(i)         Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

 

(ii)        Engaging in any type of business practice; or

 

(iii)       Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal, state or other securities laws or commodities laws.

 

(4) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal, state or local authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in the preceding sub-paragraph, or to be associated with persons engaged in any such activity;

 

(5) a finding by a court of competent jurisdiction in a civil action or by the SEC to have violated any securities law, regulation or decree and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated; or

 

(6) a finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

 

(r) Except for the consent and approval of the Board of Directors of Company, no consents or approvals of, or filings or registrations with, any third party or any public body or authority are necessary in connection with (i) the execution and delivery by Company of this Agreement and (ii) the consummation by Company and Black of the transactions contemplated hereby.

 

(s) The execution and delivery by Company and Black of this Agreement, the consummation and performance of the transactions herein contemplated, and compliance with the terms of this Agreement by Company will not conflict with, result in a breach of, or constitute a default under any indenture, mortgage, deed of trust or other agreement, instrument or Contract to which Company is now a party or by which it or any of its assets or properties is bound or the Articles of Incorporation, as amended, or the bylaws of Company, in each case as amended, or any law, order, rule or regulation, writ, injunction, judgment or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over Company or any of its business or properties, which conflict, breach or default could reasonably be expected to have a Material Adverse Effect on the Company.