STOCK PURCHASEAGREEMENT

2.       Closing. Upon confirmation that the other conditions to closing specified herein have been satisfied or duly waived by the Purchaser, the Seller shall deliver to Anslow & Jaclin, LLP as escrow agent ("Escrow Agent"), pursuant to the terms of that certain Escrow Agreement dated as of February 1, 2010, attached hereto as Exhibit A, and incorporated herein by reference ("Escrow Agreement"), a certificate or certificates representing the Shares, duly endorsed for transfer with such medallion guarantees, notarization and/or other similar certification as may be required by the Company's transfer agent, with such certificate(s) to be held for release to the Purchaser only upon payment in full of the Purchase Price to the Seller. Upon confirmation that the other conditions to closing specified herein have been satisfied or duly waived by the Seller, the Purchaser shall promptly cause a wire transfer in same day funds to be sent to Escrow Agent pursuant to the terms of the Escrow Agreement, in such amount as required to represent the aggregate Purchase Price. On the date the Escrow Agent receives the Purchase Price and the certificate(s) evidencing the Shares, the Purchase Price and the certificate(s) evidencing the Shares shall be released from the escrow in accordance with the Escrow Agreement (the "Closing").

 

3.       Representations and Warranties of the Seller. The Seller, on behalf of himself, individually, and on behalf of the Company in his capacity as majority shareholder, President, Secretary, Treasurer and Director of the Company, hereby represents and warrants to the Purchaser, that as of the Effective Date and as of Closing:

 

3.1 Organization, Good Standing and Qualification. The Company is an entity duly incorporated, validly existing and in good standing under the laws of the State of Nevada and has all requisite power and authority to carry on its business as now conducted and to own and use its properties.

 

3.2 Authorization. The Seller is not a party to any agreement, written or oral, creating rights in respect of any Seller's Shares in any third person or relating to the voting of the Shares. This Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors' rights generally.

 

3.3 Capitalization. The authorized capital stock of the Company on the date hereof and as of Closing consists of 100,000,000 shares of common stock, par value $0.00001 per share, of which 5,800,000 are issued and outstanding, and 10,000,000 shares of preferred stock, par value $0.00001 per share, of which no shares of preferred stock are issued and outstanding. There are no shares of capital stock issuable pursuant to any stock plans of the Company, nor are there any shares of capital stock issuable or reserved for issuance pursuant to securities exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. As used in this Agreement, "Person" shall mean an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

 

3.4 Valid Issuance; No Encumbrances. Seller is the lawful owner of the Shares, free and clear of all security interests, liens, encumbrances, equities and other charges.

 

3.5 Consents. The execution, delivery and performance by the Seller of this Agreement and the offer and sale of the Shares require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws which the Seller undertakes to file within the applicable time periods.

3.6 Delivery of SEC Filings; Business. The Seller has made available to the Purchaser through the EDGAR system, true and complete copies of the Company's filings made with the U.S. Securities and Exchange Commission ("SEC"), including, but not limited to, the Company's initial registration statement on Form SB-2, as subsequently amended, the Company's most recent Annual Report on Form 10-K for the fiscal year ended July 31, 2009 (the "10-K"), and all other reports filed by the Company pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act") (collectively, the "SEC Filings"). The SEC Filings are the only filings required of the Company pursuant to the Exchange Act for such period. The Company is engaged in all material respects only in the business described in the SEC Filings and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company, taken as a whole.

 

3.7 No General Solicitation or General Advertising. Neither the Company nor the Seller nor any Person acting on its behalf has offered or sold or will offer or sell any of the Shares by any form of "general solicitation" or "general advertising" (as those terms are used in Regulation D, promulgated under the Securities Act) in connection with the offer or sale of any of the Shares. The Seller has offered the Shares for sale only to the Purchaser, and certain other "accredited investors" within the meaning of Rule 501(a) under Regulation D, and certain "non-U.S. persons" within the meaning of Rule 902 of Regulation S.

 

3.8 No Class of Securities Registered Under Section 12(g) of the Exchange Act. The Company has no class of securities registered with the SEC under Section 12(g) of the Exchange Act.

 

3.9 No Litigation. There are no actions, suits or proceedings, at law or in equity, and no proceedings before any arbitrator, or by or before any governmental commission, board, bureau or other administrative agency, pending, or to the Seller's knowledge, threatened against or affecting the Company, or any properties or rights of the Company.

 

3.10 Company Indebtedness. As of the Closing, taking into account that portion of the Purchase Price allocated as a contribution to the capital of the Company to repay the Shareholder Loans as set forth in Section 1 above, there are no shareholder loans or other instruments or evidence of indebtedness owed by the Company to any shareholder or other third party, and all professional fees incurred by the Company, or by Seller on behalf of the Company, for all services rendered up to and through the Closing, have been paid in full.

 

3.11 Company Obligations. There are no contracts, agreements or other obligations of the Company, which, individually or in the aggregate, exceed Five Hundred Dollars ($500.00), except as set forth in Schedule 3.11, attached hereto and incorporated herein by reference.

 

4.        Representations and Warranties of the Purchaser.   As of the Effective Date and as of Closing, the Purchaser hereby represents and warrants to the Seller that:

 

4.1 Authorization. The execution, delivery and performance by the Purchaser of this Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors' rights generally.

4.3 Purchaser Status. The Purchaser represents and warrants that he is not a "U.S. person" as such term is defined in Rule 902(k) of Regulation S under the Securities Act.

 

4.4 Experience of the Purchaser. The Purchaser, either alone or together with his representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment.

 

4.5 Disclosure of Information. The Purchaser has had an opportunity to receive all information related to the Company requested by him and to ask questions of and receive answers from the Seller regarding the Company, its business and the terms and conditions of the offering of the Shares. The Purchaser acknowledges receipt of copies of the SEC Filings. Neither such inquiries nor any other due diligence investigation conducted by the Purchaser shall modify, amend or affect the Purchaser's right to rely on the Seller's representations and warranties contained in this Agreement.

 

4.6 Restricted Securities. The Purchaser understands that the Securities are characterized as "restricted securities" under the U.S. federal securities laws inasmuch as they are being acquired from the Seller in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances.

 

4.7 Legend. The Purchaser understands and agrees that the certificate(s) or the documents representing the Shares will bear one or more restrictive legends determined by counsel to the Company to be necessary or appropriate in order to comply with United States federal or state securities laws or to secure or protect any applicable exemptions from registration or qualification, including a legend in substantially the following form and the Purchaser agrees to abide by the terms thereof:

 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY OTHER APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION, AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. THESE SECURITIES CANNOT BE TRANSFERRED, OFFERED, OR SOLD IN THE UNITED STATES OR TO A "U.S. PERSON" (AS THAT TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE ACT) UNLESS SUCH SECURITIES ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE CORPORATION AND ITS COUNSEL. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

5.         Conditions to Closing.

 

5.1 Conditions to the Purchaser's Obligations. The obligation of the Purchaser to purchase the Shares at the Closing is subject to the fulfillment to the Purchaser's satisfaction, on or prior to the Closing, of the following conditions, any of which may be waived by the Purchaser:

 

(a)      The representations and warranties made by the Seller in Section 3 hereof shall be true and correct at all times prior to and on the Closing. The Seller shall have performed in all material respects all obligations and conditions herein required to be performed or observed by him on or prior to the Closing.

 

(b)        The Seller shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Shares and the consummation of the transactions contemplated by this Agreement, all of which shall be in full force and effect.

(B) the Company's bylaws, as currently in effect; (C) any and all meeting minutes, written consents and resolutions of the board of directors of the Company from the date of the Company's inception through the Closing; and (D) any and all shareholder meeting minutes, written consents and resolutions of the shareholders of the Company from the date of the Company's inception through the Closing;

(v)    Evidence of the repayment, cancellation or forgiveness of all Company indebtedness, including, but not limited to, all outstanding shareholder loans (except for the Shareholder Loans to be repaid at Closing pursuant to Section 1), third party loans and outstanding accounts payable to all vendors and service providers ("Company Debt"), including statements satisfactory to Purchaser that reflect that there no monies are owed to such shareholders, lenders, vendors and service providers. If, as of the Effective Date of this Agreement, there remains any outstanding Company Debt, such sums shall be offset against the Purchase Price to be delivered to Escrow Agent pursuant to Section 2 above, and any remaining balance of the Shareholder Loans, to the extent not repaid pursuant to the offset of the Purchase Price as described herein, shall be forgiven and cancelled; and

 

 

 

(vi)     Company bank account information, including, but not limited to, bank name, contact information, account number, and account balance.

 

(d) All current officers and directors of the Company shall have resigned effective as of the Closing, and Seller shall have facilitated the appointment of Purchaser as sole officer and director of the Company effective as of the Closing.

 

(e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.

 

(f) No stop order or suspension of trading shall have been imposed by the SEC or any other governmental or regulatory body with respect to public trading in the Company's common stock.

 

5.2  Conditions to Obligations of the Seller. The Seller's obligation to sell and issue the Shares to Purchaser at the Closing is subject to the fulfillment to the satisfaction of the Seller on or prior to the Closing of the following conditions, any of which may be waived by the Seller:

 

(a)      The representations and warranties made by the Purchaser in Section 4 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing.

 

(b)      The Purchaser shall have delivered the remaining balance of the Purchase Pric to the Escrow Agent.

(b)       In the event of termination by the Seller or the Purchaser of its obligations to effect the Closing pursuant to this Section 5.3, written notice thereof shall forthwith be given to the other party. Nothing in this Section 5.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement. Further, so long as Seller is not in breach of any of his representations, warranties or obligations under this Agreement, in the event of termination of this Agreement, except for a termination pursuant to Section 5.3(a)(i), the amount of Five Thousand Dollars ($5,000), as deposited by Purchaser with Escrow Agent to be applied to the Purchase Price, shall be delivered to the Seller as a non-refundable deposit, and the certificate(s) evidencing the Shares shall be returned to Seller.

 

6.           Covenants and Agreements of the Seller.

 

6.1 Securities Laws Disclosure; Publicity. The Seller shall make such filings with the SEC as may be required following the Closing, when and as due. The Seller and the Purchaser shall consult with each other in issuing any press releases with respect to the transactions contemplated hereby, and neither the Seller nor the Purchaser shall issue any such press release or otherwise make any such public statement without the prior consent of the other, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Further, the parties acknowledge and agree that all such press releases shall conform with the requirements of Rule 135c of the Securities Act.

 

6.2 Company Quarterly Report on Form 10-Q. The Seller agrees to, within ten (10) business days of the Effective Date, provide Purchaser with Company financial statements for the quarterly period ended January 31, 2010, as prepared by the Company's principal financial officer in conjunction with the Company's independent accountants, in a form reasonably acceptable to Purchaser and provide such assistance as may be reasonably requested by Purchaser in order to timely prepare and file with the SEC the Company's quarterly report on Form 10-Q for such reporting period.

 

7.           Survival and Indemnification.

 

7.1 Survival. The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions contemplated by this Agreement.

 

7.2 Indemnification. The Seller agrees to indemnify and hold harmless the Purchaser and his affiliates and their respective directors, officers, members, managers, employees and agents from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Seller under this Agreement, and will reimburse any such Person for all such amounts as they are incurred by such Person.

8.2 Counterparts; Faxes. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed and delivered by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen.

 

8.3 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

 

8.4 Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such delivery, (ii) if given by telex or telecopier, then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by the recipient or (B) three days after such notice is deposited in first class mail, postage prepaid, and (iv) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one business day after delivery to such carrier. All notices shall be addressed to the party to be notified at the address as set forth on the signature page hereto, or at such other address as such party may designate by ten days' advance written notice to the other party:

 

8.5 Expenses. The parties hereto shall pay their own costs and expenses in connectio herewith.

 

8.6 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Seller and the Purchaser.

 

8.7 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable in any respect.

 

8.8 Entire Agreement. This Agreement, including any Exhibits and Schedules attached hereto, constitute the entire agreement among the parties hereof with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof.

 

8.9 Further Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.

8.10 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Nevada without regard to the choice of law principles thereof. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of Nevada located in Washoe County for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement (other than by telex or facsimile which shall be deemed improper service). Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

 

8.11     Currency. All amounts referenced and set forth herein hall be in lawful money of the United States.