EXHIBIT 10.1
SHARE PURCHASE AGREEMENT
This Agreement made as of the day of , 2010 ("Agreement"), by and
between XXXXXXX XXX, with an address at 0000 Xxxxxxxx Xxxxxx, #000,
Xxxxxxxxxxxx, XX 00000 XXX ("Seller"), and XXXXXX XXXXXX & XXX XXX XXXX, with
an address at 000 X. XXXXXXXX XXXXXX, XXX X, XXXXXXXX, XX 00000 (collectively
the "Purchaser").
W I T N E S S E T H:
WHEREAS, Seller is the record owner and holder of 31,390,000 Common
Shares, par value $.0001 par value (the "Shares"), of BELENUS ACQUISITION
CORP., a Delaware corporation ("Corporation"), which Corporation has 31,390,000
shares of common stock, issued and outstanding as of the date of this
Agreement.
WHEREAS, Purchaser desires to purchase 31,390,000, to be divided 50/50
between Xxxxxx Xxxxxx & Xxx Xxx Xxxx, of the Shares from Seller, which
constitutes 100% of the Corporation's issued and outstanding shares as of the
date of this Agreement and Seller desires to sell such Shares upon the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements contained in this Agreement, and in order to
consummate the purchase and sale of the Corporation's Shares, it is hereby
agreed, as follows:
1. PURCHASE AND SALE OF SHARES. Subject to the terms and conditions
of this Agreement, Purchaser agrees to purchase at the Closing and the Seller
agrees to sell to Purchaser at the Closing, 31,390,000 of Seller's Shares for a
total price of one hundred twenty thousand U.S. dollars and no cents
(US$120,000.00) (the "Purchase Price").
2. PAYMENT TERMS. Upon the signing of this Agreement by the Seller,
Purchaser agrees to wire transfer to an account to be designated by Seller, the
sum of seventy thousand U.S. dollars and no cents (US$70,000.00) as an initial
deposit to Seller. Upon the countersigning of the Agreement by the Purchaser,
Purchaser agrees to wire transfer to an account to be designated by the Seller,
the sum of forty thousand US dollars and no cents (US$40,000.00). At the
Closing (as defined below) and upon the filing of a notice with the SEC
disclosing the transaction, that is the change in control, ownership and
management of the Corporation, Purchaser will pay the balance of the Purchase
Price, in the amount of ten thousand U.S. dollars and no cents (US$10,000.00)
to the Seller by wire transfer to an account to be designated by the Seller.
3. CLOSING. The purchase and sale of the Shares shall take place on
or before __________; at such time and place as the Purchaser and Seller
mutually agree upon orally or in writing (which time and place are designated
as the "Closing"). At Closing, Purchaser shall deliver to Seller, in cash, by
wire transfer to an account to be designated by Seller, the balance of the
Purchase Price in the amount of ten thousand U.S. dollars and no cents
(US$10,000.00), and Seller will file a notice on Form 8-K with the SEC
disclosing the change in control, ownership and management of the Corporation
to the Purchaser, and immediately deliver the following to Purchaser: (A) the
certificates representing the Shares transferred hereunder, duly endorsed for
transfer to the Purchaser or accompanied by appropriate stock powers, (B) the
original of the Certificate of Incorporation and bylaws, (C) all corporate
books and records (including all accounting records and SEC filings to date);
and (D) written resignations of incumbent directors and officers of the
Corporation.
4. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller, as sole
director and officer of Corporation, hereby represents and warrants to
Purchaser that:
(i) Corporation is a corporation duly organized and validly existing
and in good standing under the laws of the State of Delaware and
has the corporate power and authority to carry on the business it
is now being conducted. Corporation and/or Seller do not require
any consent and/or authorization, declaration or filing with any
government or regulatory authority to undertake any actions
herein;
(ii) Corporation has filed with the United States Securities and
Exchange Commission (`SEC") a registration statement on Form 10-
12G.
(iii) Corporation has timely filed and is current on all reports
required to be filed by it pursuant to Sections 13 and 15 of the
Securities Exchange Act of 1934.
(iv) Corporation is newly formed with no financial information
available other than the financial information included in its SEC
filings;
(v) There are no legal actions, suits, arbitrations, or other
administrative, legal or governmental proceedings threatened or
pending against the Corporation and/or Seller or against the
Seller or other employee, officer, director or stockholder of
Corporation. Additionally, Seller is not aware of any facts which
may/might result in or form a basis of such action, suit,
arbitration or other proceeding on any basis whatsoever;
(vi) The Corporation has no subsidiaries or any direct or indirect
ownership interest in any other corporation, partnership,
association, firm or business in any manner;
(vii) The business and operation of the Corporation has and will be
conducted in accordance with all applicable laws, rules,
regulations, judgments. Neither the execution, delivery or
performance of this Agreement (A) violates the Corporation's by-
laws, Certificate of Incorporation, Shareholder Agreements or any
existing resolutions; and, (B) will cause the Corporation to lose
any benefit or any right or privilege it enjoys under the
Securities Act ("Act") or other applicable state securities laws;
(viii)Corporation has not conducted any business;
(ix) This Agreement has been duly executed and delivered by Seller
constitutes a valid and binding instrument, enforceable in
accordance with its terms and does not conflict with or result in
a breach of or in violation of the terms, conditions or provisions
of any agreement, mortgage, lease or other instrument or indenture
to which Corporation and/or Seller a party or by which they are
bound;
(x) Seller is the legal and beneficial owner of the Shares and has
good and marketable title thereto, free and clear of any liens,
claims, rights and encumbrances; and
(xi) Seller will cause all current officers and directors of the
Corporation to resign at the Closing.
5. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby
represents and warrants to Seller that:
(i) Purchaser has the power and authority to execute and deliver this
Agreement, to perform his obligations hereunder and to
consummate the transactions contemplated hereby. This
Agreement has been duly executed and delivered by Purchaser
and constitutes a valid and binding instrument, enforceable
in accordance with its terms;
(ii) The execution, delivery and performance of this Agreement is in
compliance with and does not conflict with or result in a
breach of or in violation of the terms, conditions or
provisions of any agreement, mortgage, lease or other
instrument or indenture to which Purchaser is a party or by
which Purchaser is bound;
(iii) At no time was Purchaser presented with or solicited by or through
any leaflet, public promotional meeting, television
advertisement or any other form of general solicitation or
advertising; and,
(iv) Purchaser is purchasing the Shares solely for his own account for
the purpose of investment and not with a view to, or for
sale in connection with, any distribution of any portion
thereof in violation of any applicable securities law.
(v) The Purchaser is an "accredited investor" as defined under Rule
501 under the Securities Act.
(vi) Purchaser hereby agrees that such shares are restricted pursuant
to Rule 144 and therefore subject to Rule 144 resale
requirements.
6. NOTICES. Notice shall be given by certified mail, return receipt
requested, the date of notice being deemed the date of postmarking. Notice,
unless either party has notified the other of an alternative address as
provided hereunder, shall be sent to the address as set forth herein:
Seller: Xxxxxxx Xxx, President & Director
Belenus Acquisition Corp.
0000 Xxxxxxxx Xxxxxx, #000
Xxxxxxxxxxxx, XX 00000
FAX: (000) 000-0000
Email: xxxx@00x.xxx
Purchaser: Xxxxxx Xxxxxx & Xxx Xxx Xxxx
000 X. Xxxxxxxx Xxxxxx, Xxx X
Xxxxxxxx, XX 91801Fax: 000-000-0000
7. GOVERNING LAW. This Agreement shall be interpreted and governed
in accordance with the laws of the State of Delaware. The parties herein
waive trial by jury. In the event that litigation results or arise out of this
Agreement or the performance thereof, the parties agree that the prevailing
party is entitled to reimbursement for the non-prevailing party of reasonable
attorney's fee, costs, expenses, in addition to any other relief to which the
prevailing party may be entitled.
8. CONDITIONS TO CLOSING. The Closing is conditioned upon the
fulfillment by the Seller of the satisfaction of the representations and
warranties made herein being true and correct in all material respects as of
the date of Closing.
9. SEVERABILITY. In the event that any term, covenant, condition, or
other provision contained herein is held to be invalid, void or otherwise
unenforceable by any court of competent jurisdiction, the invalidity of any
such term, covenant, condition, provision or Agreement shall in no way affect
any other term, covenant, condition or provision or Agreement contained herein,
which shall remain in full force and effect.
10. ENTIRE AGREEMENT. This Agreement contains all of the terms agreed
upon by the parties with respect to the subject matter hereof. This Agreement
has been entered into after full investigation.
11. INVALIDITY. If any paragraph of this Agreement shall be held or
declared to be void, invalid or illegal, for any reason, by any court of
competent jurisdiction, such provision shall be ineffective but shall not in
any way invalidate or effect any other clause, Paragraph, section or part of
this Agreement.
12. GENDER AND NUMBER; SECTION HEADINGS. Words importing a particular
gender mean and include the other gender and words importing a singular number
mean and include the plural number and vice versa, unless the context clearly
indicated to the contrary. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
13. AMENDMENTS. No amendments or additions to this Agreement shall be
binding unless in writing, signed by both parties, except as herein otherwise
provided.
14. ASSIGNMENT. Neither party may assign this Agreement without the
express written consent of the other party. Any agreed assignment by the
Seller shall be effectuated by all the necessary corporate authorizations and
governmental and/or regulatory filings.
15. CLOSING DOCUMENTS. Seller and Purchaser agree, at any time, to
execute, and acknowledge where appropriate, and to deliver any and all
documents/instruments, and take such further action, which may necessary to
carry out the terms, conditions, purpose and intentions of this Agreement.
This paragraph shall survive the Closing.
16. EXCLUSIVE AGREEMENT; AMENDMENT. This Agreement supersedes all
prior agreements or understandings among the parties with respect to its
subject matter with respect thereto and cannot be changed or terminated orally.
17. FACSIMILE SIGNATURES. Execution of this Agreement and delivery of
signed copies thereof by facsimile signatures from the parties hereto or their
agents is acceptable to the parties who waive any objections or defenses based
upon lack of an original signature.
18. PUBLICITY. Except as otherwise required by law, none of the
parties hereto shall issue any press release or make any other public
statement, in each case relating to, connected with or arising out of this
Agreement or the matters contained herein, without obtaining the prior approval
of the other to the contents and the manner of presentation and publication
thereof.
IN WITNESS WHEREOF, and intending to be legally bound, the parties
hereto have signed this Agreement by their duly authorized officers the day and
year first above written.
/S/ XXXXXX XXXXXX
---------------------------------
XXXXXX XXXXXX
(PURCHASER)
/s/ XXX XXX XXXX
---------------------------------
XXX XXX XXXX
PURCHASER)
/s/ XXXXXXX XXX
---------------------------------
XXXXXXX XXX
(SELLER)
