STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into this 19th day of January, 2011 by and between USD ENERGY CORP., a Nevada corporation (“USD”), and WealthMakers, Ltd., a Wyoming Corporation, (“Purchaser”).  USD and Purchaser shall be individually referred to herein as a “Party” and collectively as the “Parties”.

 

NOW, THEREFORE, in consideration of the premises, and of the promises, covenants and conditions contained herein, the Parties intending to be legally bound, hereby agree as follows:

 

1.1 USD hereby issues and sells to Purchaser, and Purchaser hereby purchases from USD, 800,000 shares of USD’s Common Stock, $.001 par value (the “USD Shares”), in consideration for $800,000 (the “Purchase Price”).

2.1 Representations by Purchaser. Purchaser hereby represents, warrants, covenants and acknowledges that:

 

(a) Purchaser has the authority to enter into this Agreement and when this Agreement is executed and delivered, it shall constitute a legal, valid and binding obligation, enforceable against Purchaser in accordance with its terms.

 

(b) The execution and delivery of this Agreement and the performance of the obligations imposed hereunder will not conflict with, or result in a breach by Purchaser of any material agreement or instrument to which it is a party, or by which it or any of its properties or assets are bound, or result in a violation of any order, decree, or judgment of any court or governmental agency having jurisdiction over it or its properties, will not conflict with, constitute a default under, or result in the breach of, any contract, agreement, or other instrument to which it is a party or is otherwise bound and no consent, authorization or order of, or filing or registration with, any court, governmental, or regulatory author ity is required in connection with the execution and delivery of this Agreement and any related agreements or the performance by it of its obligations hereunder.

 

(c) Purchaser understands and acknowledges that (i) the USD Shares being offered and sold to it hereunder are being offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”) in a private placement that is exempt from the registration provisions of the Securities Act under Section 4(2) of the Securities Act and Regulation D; (ii) Purchaser is an “accredited investor” within the meaning of Regulation D under the Securities Act and (iii) the availability of such exemption depends in part on, and that USD will rely upon the accuracy and truthfulness of, the foregoing representations and Purchaser hereby consents to such reliance.

(d) Purchaser is acquiring the USD Shares for its own account for investment purposes only and not with a view to or for distributing or reselling such USD Shares, or any part thereof or interest therein, without prejudice, however, to such Purchaser’s right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such USD Shares in compliance with applicable United States securities laws.

 

(e) Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of an investment in the USD Shares, and has so evaluated the merits and risks of such investment; Purchaser understands that an investment in the USD Shares involves a “high degree” of risk.

 

(f) Purchaser is able to bear the economic risk of an investment in the USD Shares and, at the present time, is able to afford a complete loss of such investment.

 

(g) Purchaser acknowledges that it has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of USD concerning the terms and conditions of the USD Shares and the merits and risks of investing in the USD Shares; (ii) access to information about USD and USD’s financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment in the USD Shares; and (iii) the opportunity to obtain such additional information which USD possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the inv estment and to verify the accuracy and completeness of the information that he, she or it has received about USD.

 

(h) Purchaser acknowledges that all of the certificates for the USD Shares will bear legends restricting their transfer, sale, conveyance or hypothecation, unless such USD Shares are either registered under the provisions of the Securities Act and under applicable state securities laws or such registration is not required as a result of applicable exemptions therefrom.

 

(i) Purchaser acknowledges and agrees that USD may place stop transfer orders with its transfer agent with respect to the USD Shares.

 

2.2 Representations by USD. USD hereby represents, warrants, covenants and acknowledges that as of the date hereof:

 

(a) USD is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada and has the legal capacity and all necessary corporate authority to carry on its business, to own its properties and assets, and to enter into and perform this Agreement and to consummate the transactions contemplated hereby.

 

(b) This Agreement has been duly authorized, executed and delivered by USD and constitutes a legal, valid and binding obligation of USD, enforceable against USD in accordance with its terms.

(c) The execution and delivery of this Agreement and the performance of the obligations imposed hereunder will not conflict with, or result in a breach by USD of, any of the terms or provisions of, or constitute a default under the certificate of incorporation or bylaws of USD, or any material agreement or instrument to which USD is a party, or by which it or any of its properties or assets are bound, or result in a violation of any order, decree, or judgment of any court or governmental agency having jurisdiction over USD or USD’s properties, will not conflict with, constitute a default under, or result in the breach of, any contract, agreement, or other instrument to which USD is a party or is otherwise b ound and no consent, authorization or order of, or filing or registration with, any court, governmental, or regulatory authority is required in connection with the execution and delivery of this Agreement and any related agreements or the performance by USD of its obligations hereunder.

 

(d) The USD Shares will, when issued, be duly authorized, validly issued, fully paid, and non-assessable.

 

All notices, demands or other communications given hereunder shall be in writing and shall be deemed to have been duly given when sent if sent by fax or e-mail, or the date received if sent by overnight courier, and if mailed shall be deemed to have been given on the first business day after mailing by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

4.1 Additional Undertakings. Each of the Parties agrees to take such actions as are reasonably necessary to carry out the intentions of the parties under this Agreement, including but not limited to the prompt execution and delivery of any documents reasonably necessary to carry out and perform the terms or intention of this Agreement.

4.2 Costs and Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs or expenses, unless otherwise agreed.

 

4.3 Governing Law; Venue; Choice of Language. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, USA, without regard to conflicts of laws of principles, and each Party hereby agrees that all performances due and transactions undertaken pursuant to this Agreement shall be deemed to be due or have occurred in California, and the exclusive venue and place of jurisdiction for any litigation arising from or related to this Agreement shall be the state or federal courts located in Orange County, State of California, USA. To the extent of any inconsistency between this English language version and the Span ish language translation of this Agreement, the Agreement shall be construed in accordance with English.

 

4.4 Headings.  The headings used in this Agreement are for convenience only, do not form a part of this Agreement, and shall not affect in any way the meaning or interpretation of this Agreement.

 

4.5 Counterparts.  This Agreement may be executed in one or more counterparts which when taken together shall constitute one agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “pdf” signature page were an original thereof.

 

4.6 Enforcement of Agreement. This Agreement is intended for the benefit of the Parties hereto and is not for the benefit of, nor may any provisions hereof be enforced by any other person, firm or entity.

 

4.7 Modification and Amendments. This Agreement may be amended, modified and supplemented in writing only by the mutual consent of the Parties hereto.

 

4.8 Successors and Assigns. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties hereto without the prior written consent of the other parties, and any attempts to do so without the consent of the other Parties shall be void and of no effect.

 

4.9 Attorneys Fees and Costs. In the event any Party breaches the terms of this Agreement, the non-breaching Parties shall be entitled to the recovery of their reasonable attorney’s fees and other professional costs and fees incurred in enforcing their rights hereunder.

 

4.10 Entire Agreement. This writing constitutes the entire agreement and understanding between the Parties hereto with respect to the subject matter contained herein. No Party is relying on any representation or statement not contained in this writing. This Agreement supersedes and cancels any prior agreements relating to the subject matter contained herein.

 

4.11 Severability.  Whenever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be or become prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.