STOCK PURCHASE AGREEMENT Dated as of [01/13], 2011 By and Among Allan C. Schwartz And Beige Holdings, LLC And Marlin Financial Group, Inc. And Europa Acquisition I, Inc.

STOCK PURCHASE AGREEMENT

 

 

Dated as of [01/13], 2011

 

By and Among

 

 

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

SECTION 1. CONSTRUCTION AND INTERPRETATION	3
1.1. Principles of Construction	3
SECTION 2. THE TRANSACTION	4
2.1. Purchase Price	4
2.2. Transfer of Shares and Terms of Payment	4
2.3. Closing	4
SECTION 3. REPRESENTATIONS AND WARRANTIES	4
3.1. Representations and Warranties of the Sellers	4
3.2. Covenants of the Sellers and the Company	7
SECTION 4. MISCELLANEOUS	9
4.1. Expenses	9
4.2. Governing Law	9
4.3. Resignation of Old and Appointment of New Board of Directors and Officers	10
4.4. Disclosure	10
4.5. Notices	10
4.6. Parties in Interest	11
4.7. Entire Agreement	11
4.8. Amendments	11
4.9. Severability	11
4.10. Counterparts	11

 

 

 

 

 

1.1. Principles of Construction.

 

 

 

2.1. Purchase Price.

 

The Sellers hereby agree to sell to the Purchaser, and the Purchaser, in reliance on the representations and warranties contained herein, and subject to the terms and conditions of this Agreement, agrees to purchase from the Sellers 90,000 common shares of the capital stock of Europa Acquisition (the "Acquired Shares") for a total purchase price of $18,750 (the "Purchase Price"), payable in full to the Sellers according to the terms of this Agreement, in United States currency, as directed by the Sellers at Closing. The Acquired Shares being purchased by the Purchaser hereunder shall include all of the common shares of the Company owned and/or controlled by Marlin Financial Group, Inc.

 

 

 

 

 

 

 

 

 

 

3.2.10 The Sellers agree to indemnify, severally and not jointly, the Purchaser against and to pay any loss, damage, expense or claim or other liability incurred or suffered by the Purchaser by reason of the breach of any covenant or inaccuracy of any warranty or representation relating to the Company contained in this Agreement. Each Seller agrees to indemnify the Purchaser against and to pay any loss, damage, expense or claim or other liability incurred or suffered by the Purchaser by reason of the breach of any covenant or inaccuracy of any warranty or representation made by such Seller contained in this Agreement.

 

3.3 Representations and Warranties of the Purchaser. The Purchaser hereby makes the following representations and warranties to the Sellers:

 

3.3.1 The Purchaser has the requisite power and authority to enter into and perform this Agreement and to purchase the shares being sold to it hereunder. The execution, delivery and performance of this Agreement by such Purchaser and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action, and no further consent or authorization of such Purchaser is required. This Agreement has been duly authorized, executed and delivered by such Purchaser and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with the terms thereof.

 

3.3.2 The Purchaser is, and will be at the time of the execution of this Agreement, an "accredited investor", as such term is defined in Regulation D promulgated by the Commission under the Securities Act of 1933, as amended (the "1933 Act"), is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable such Purchaser to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision wi th respect to the proposed purchase, which represents a speculative investment. The Purchaser has the authority and is duly and legally qualified to purchase and own shares of the Company. The Purchaser is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof. The information set forth on the signature page hereto regarding the Purchaser is accurate.

 

3.3.3 On the Closing Date, such Purchaser will purchase the Acquired Shares pursuant to the terms of this Agreement for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

 

3.3.4 The Purchaser understands and agrees that the Acquired Shares have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of the Purchaser contained herein), and that such Acquired Shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. In any event, and subject to compliance with applicable securities laws, the Purchaser may enter into lawful hedging transactions in the course of hedging the position they assume and the Purchaser may also enter into lawful short positions or other derivative transactions relating to the A cquired Shares, or interests in the Acquired Shares, and deliver the Acquired Shares, or interests in the Acquired Shares, to close out their short or other positions or otherwise settle other transactions, or loan or pledge the Acquired Shares, or interests in the Acquired Shares, to third parties who in turn may dispose of these Acquired Shares.

 

 

"THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES."

 

 

 

4.4. Disclosure.

 

Each Party agrees that it will not make any public comments, statements, or communications with respect to, or otherwise disclose the execution of this Agreement or the terms and conditions of the transactions contemplated by this Agreement without the prior written consent of other Parties, which consent shall not be unreasonably withheld.

 

4.5. Notices.

 

Any notice or other communication required or permitted under this Agreement shall be sufficiently given if delivered in person or sent by facsimile or by overnight registered mail, postage prepaid, addressed as follows:

 

If to Sellers, to:

 

Beige Holdings, LLC

Roy S. Bejarano

Managing Director, Beige Group 5 Penn Plaza, 14th Floor

New York, NY 10001

 

Marlin Financial Group, Inc.

9812 Falls Road

Suite 114-198

Potomac, MD 20854

 

If to the Company:

 

Europa Acquisition I, Inc.

 

With a copy to (which shall not constitute notice):

 

Ellenoff Grossman & Schole LLP

150 East 42nd Street

llth Floor

New York, New York 10017

Ph: (212) 370-1300

Fax: (212) 370-7889

Attn: Phi H. D. Nguyen

 

 

If to the Purchaser, to: