Stock Purchase Agreement, dated April 9, 2012, by and between the Company and Deep South Capital

 

 

This STOCK PURCHASE AGREEMENT (“Agreement”), signed on June ___, 2012 but effective as of March 30, 2012, by and among New Leaf Brands Inc., a Nevada corporation with its principal place of business at One DeWolf Rd., Old Tappan NJ 07675 (“Seller”) and Deep South Capital LLC, a Louisiana limited liability company with its principal place of business at 3770 Monroe Hwy, 165 North, Pineville LA 71360 (“Deep South”).

W I T N E S S E T H:

 

WHEREAS, the original of this Agreement was signed by the parties hereto in or about March 2012 but cannot be located, and the parties desire to re-execute same with effect as of March 30, 2012; and

WHEREAS, Seller is the owner of 100 shares of common stock, par value $.001 per share, representing all the issued and outstanding shares (the “Shares”) of Nutritional Specialties, Inc. (“NSI”); and

WHEREAS, Seller desires to sell, and Deep South desires to purchase, all of the Shares on the terms and conditions set forth herein;

 

NOW, THEREFORE, in consideration of the mutual representations, warranties, agreements and indemnities herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the parties agree as follows:

 

1.          Purchased Shares

 

Subject to the terms and conditions herein stated, Seller hereby sells, assigns, transfers and delivers to Deep South, and Deep South hereby purchases and acquires from Seller, all right, title and interest of Seller in and to the Shares for a total purchase price of $1.00 and the issuance to Deep South of an aggregate of 6,000,000 shares of the common stock, par value $.001 per share, of Seller.

 

2.          Representations and Warranties

 

2.1           By Seller and NSI.  Seller and NSI, jointly and severally, represent and warrant as follows and acknowledge that Deep South is relying upon such representations and warranties in connection with the purchase by Deep South of the Shares:

 

(a)

NSI is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada;

 

(b)

The authorized capital stock of NSI consists of 100 shares of common stock of which all 100 shares of common stock have been duly issued and are outstanding, all of which are fully paid and non-assessable;

 

 

(c)

No person, corporation or other entity has any agreement, option or warrant, or any right or privilege (whether by law, pre-emptive or contractual, or whether by means of any exercise, conversion or other right or action) which has the effect of or is capable of becoming an agreement, option or warrant, for the purchase from NSI of any securities of NSI;

 

(d)

All of the Shares are owned by Seller as the respective registered and beneficial owner of record, with good and marketable title thereto, free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, encumbrances, restrictions and demands whatsoever (other than restrictions imposed by federal or state securities laws);

 

(e)

Seller has all requisite power and authority to execute, deliver and perform their obligations under this Agreement; the execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary action on the part of Seller and this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms;

 

(f)

Annexed hereto as Exhibit 2.1(f) are the unaudited balance sheet and supporting schedules detail of NSI as of October 30, 2011. Deep South has reviewed same, asked questions of Seller regarding same, and has received answers to all its questions. Since October 30, 2011, there has been no material change in any of the significant accounting policies, practices or procedures of NSI in connection with its business.

 

(g)

Neither the Seller nor NSI has incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or financial advisory services or other similar payment in connection with this Agreement or the transactions contemplated hereby or thereby.

 

(h)

Deep South is fully aware of the current status of the lawsuit captioned “In re: Krech, Nutritional Specialties adv. Krech et al.”, Case Nos. RPR 02964 and 02993, in the Superior Court of the State of California, County of San Bernardino (“Krech Litigation”).

2.2           By Deep South. Deep South represents and warrants as follows and acknowledges that Seller is relying upon such representations and warranties in connection with the sale by Seller of the Shares:

 

(a)

Deep South is a company validly existing and in good standing under the laws of the Louisiana;

 

 

(b)

Deep South has all requisite power and authority to execute, deliver and perform its obligations under this Agreement; the execution, delivery and performance of this Agreement by Deep South has been duly authorized by all necessary action on the part of Deep South; and this Agreement constitutes the legal, valid and binding obligation of Deep South, enforceable against Deep South in accordance with its terms, except as enforceability may be limited by applicable bankruptcy or insolvency statutes or by a court acting as a court of equity;

 

(c)

Deep South is not a party to, bound or affected by or subject to any indenture, mortgage, lease, agreement, instrument or charter provision, statute, regulation, order, judgment, decree or law which would be violated, contravened or breached by, or under which any default would occur as a result of, the consummation of the transactions provided for herein; and

 

(d)

Deep South is purchasing the Shares for its own account for investment purposes.

 

3.          Survival of Representations and Warranties

 

3.1           Seller.  The representations and warranties of Seller contained in this Agreement, or any agreement, certificate or other document delivered or given pursuant to this Agreement, shall not survive the consummation of the transactions contemplated by this Agreement

 

3.2           Deep South. The representations and warranties of Deep South contained in this Agreement, or any agreement, certificate or other document delivered or given pursuant to this Agreement, shall survive the completion of the transactions contemplated by this Agreement and, notwithstanding such completion or any investigation made by or on behalf of Seller, shall continue in full force and effect for the benefit of Seller and any claim in respect thereof shall be made in writing for a period of 36 months after the Closing Date.

 

4.          Additional Agreements

 

 

 

5.          Indemnification

 

5.1           Deep South hereto agrees to indemnify and hold harmless Seller from and in respect of any cost, claim, loss, damage, liability or expense which such other party may suffer or incur, whether at law or in equity, arising out, resulting from or in connection with (a) any existing liability of NSI, whether fixed or contingent, known or unknown, absolute or otherwise or (b) the inaccuracy of any representation or warranty contained herein, for the time periods provided in Section 3 hereof. Seller shall have no obligation of indemnity hereunder of any nature or kind.

 

5.2           No claim for indemnification will arise until written notice thereof is given to Deep South.  Such notice shall be sent within a reasonable time following the determination by Seller that a claim for indemnity may exist. In the event that any legal proceedings shall be instituted or any claim or demand is asserted by any third person in respect of which either party may seek any indemnification from the other party, the Seller shall give or cause to be given to Deep South written notice thereof and Deep South shall have the right, at its option and expense, to be present at the defense of such proceedings, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times remain with the Seller, unless  Deep South irrevocably acknowledges full and complete responsibility for indemnification of the Seller in respect of the subject claim, in which case the Deep South may assume such control through counsel of its choice; provided, however, that no settlement shall be entered into without the Seller's prior written consent (which shall not be unreasonably withheld). The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand.

 

5.3           Notwithstanding anything in this Agreement to the contrary, the indemnity provided for in this Section 10 shall apply to any loss, claim, cost, damage, expense or liability, whether or not the actual amount thereof shall have been ascertained prior to the final day upon which a claim for indemnity with respect thereto may be made hereunder in accordance with Section 5 hereof, so long as written notice thereof shall have been given to the party from whom indemnification is sought prior to said date, setting forth specifically and in reasonable detail, so far as is known, the matter as to which indemnification is being sought, but nothing herein shall be construed to require payment of any claim for indemnity until the actual amount payable shall have been finally ascertained.

 

6.          Notices

 

Notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to be sufficiently given when sent by certified or registered mail or by overnight courier or by hand, addressed to the addresses set forth on the first page of this Agreement or to such other address furnished by notice given in accordance with this Section 11.

 

7.          Governing Law

 

This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana.  In the event there is any dispute between the parties as to their rights and obligations under this Agreement, the parties submit to the jurisdiction of any state or federal court sitting in the State of Louisiana (any parish) and waive any defense of inconvenient forum to the maintenance of any action so brought.

 

 

8.          Entire Agreement

 

This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof. There are no verbal statements, representations, warranties, undertakings or agreements between the parties. This agreement may be amended only by an instrument in writing signed by both parties.

 

9.          Assignment

 

Neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the prior written consent of the other party, which consent may be withheld in either party's sole and absolute discretion, except that Deep South may assign its rights hereunder to an entity that is substantially owned by Deep South without Seller’ consent.

 

10.        Binding Effect

 

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  This Agreement may be executed in counterparts.

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.