SECURITIES PURCHASE AGREEMENT
This
Agreement (the “Agreement”) is made as of the 22nd day of November 2006 by and
between OmniReliant Corporation, a Florida corporation having its offices at
0000 Xxxxxxxxxx Xxxx., Xxxxx 000, Xxxxx, XX 00000 (the “Buyer”), Xxxxxxx
Xxxxxxx, an individual having an address at 0000 Xxxxxxxxx Xxx, Xxxxxxx XX,
00000 (the “Seller”) and Willowtree Advisor, Inc., a Nevada corporation having
its offices at 0000 Xxxxxxxxx Xxx, Xxxxxxx XX, 00000 (the
“Issuer”).
WITNESSETH:
WHEREAS,
the Seller is the owner of 5,000,000 shares of Willowtree Advisor, Inc.’s common
stock, par value $.00001 per share (“Common Stock”), which represents a
controlling interest in the Issuer; and
WHEREAS,
the Seller desires to sell to the Buyer, and the Buyer desires to purchase
from
the Seller, such 5,000,000 shares of Common Stock (the “Shares”), on and subject
to the terms of this Agreement;
WHEREFORE,
the parties hereto hereby agree as follows:
1. Sale
of the Shares.
Subject
to the terms and conditions of this Agreement, and in reliance upon the
representations, warranties, covenants and agreements contained in this
Agreement, the Seller shall sell the Shares to the Buyer, and the Buyer shall
purchase the Shares from the Seller for a purchase price (the “Purchase Price”)
equal to Four Hundred Seventy Five Thousand Eight Hundred Thirteen Dollars
($475,813).
2. Closing.
(a) The
purchase and sales of the Shares shall take place at a closing (the “Closing”),
to be held at such date, time and place within the City of New York as shall
be
determined by the Buyer on notice to the Seller.
(b) At
the
Closing:
(i)
The
Seller shall deliver to the Buyer a certificate for the Shares, duly endorsed
in
form for transfer to the Buyer.
(ii)
The
Buyer
shall pay the Purchase Price for the Shares.
(iii)
Counsel
for the Issuer shall have given its opinion to the Buyer, which may be relied
on
by any subsequent purchasers of the Issuer’s capital stock and their counsel if
such purchases take place as part of the next direct or indirect merger or
similar transaction with an operating business that results in a change of
control of the Issuer, to the effect that all of the issued and outstanding
capital stock has been duly and validly authorized and issued and is fully
paid
and non-assessable and to such counsel’s knowledge not issued in violation of
any preemptive right, right of first refusal or other right, and that the
issuance of such capital stock was exempt from the registration requirements
of
the Securities Act of 1933, as amended, by virtue of Section 4(2) of the
Commission thereunder.
(iv)
Immediately
following the Closing, Buyer will transfer the Shares to the Issuer for
cancellation.
(c) At
and at
any time after the Closing, the parties shall duly execute, acknowledge and
deliver all such further assignments, conveyances, instruments and documents,
and shall take such other action consistent with the terms of this Agreement
to
carry out the transactions contemplated by this Agreement.
(d) All
representations, covenants and warranties of the Buyer and Seller contained
in
this Agreement shall be true and correct on and as of the Closing Date with
the
same effect as though the same had been made on and as of such
date.
3. Representations
and Warranties of the Buyer.
The
Buyer hereby represents and warrants to the Seller that Buyer has the requisite
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby and otherwise to carry out its obligations
hereunder. No consent, approval or agreement of any individual or entity is
required to be obtained by the Buyer in connection with the execution and
performance by the Buyer of this Agreement or the execution and performance
by
the Buyer of any agreements, instruments or other obligations entered into
in
connection with this Agreement.
4. Representations
and Warranties of the Seller.
Seller
hereby makes the following representations and warranties to the Buyer, which
may be relied on by any subsequent purchasers of the Issuer’s capital stock and
their counsel if such purchases take place as part of the next direct or
indirect merger or similar transaction with an operating business that results
in a change of control of the Issuer:
(a) Seller
initially acquired the Shares in a private stock sale exempt from the
registration requirements of the Securities Act of 1933, as amended, by virtue
of Section 4(2) of the Commission thereunder, pursuant to a Stock Purchase
Agreement by and between the Seller and the Issuer dated as of
________________.
(b) Seller
owns the Shares free and clear of all any and all liens, claims, encumbrances,
preemptive rights, right of first refusal and adverse interests of any kind.
(c) Seller
has the requisite power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby and otherwise to carry out
Seller’s obligations hereunder. No consent, approval or agreement of any
individual or entity is required to be obtained by the Seller in connection
with
the execution and performance by the Seller of this Agreement or the execution
and performance by the Seller of any agreements, instruments or other
obligations entered into in connection with this Agreement.
(e) There
is
no private or governmental action, suit, proceeding, claim, arbitration or
investigation pending before any agency, court or tribunal, foreign or domestic,
or, to the Seller’s knowledge, threatened against the Seller or any of Seller’s
properties. There is no judgment, decree or order against the Seller that could
prevent, enjoin, alter or delay any of the transactions contemplated by this
Agreement.
(f) There
are
no material claims, actions, suits, proceedings, inquiries, labor disputes
or
investigations (whether or not purportedly on behalf of the Issuer) pending
or,
to the Seller’s knowledge, threatened against the Seller or any of its assets,
at law or in equity or by or before any governmental entity or in arbitration
or
mediation. No bankruptcy, receivership or debtor relief proceedings are pending
or, to the Seller’s knowledge, threatened against the Seller.
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(g) The
Seller has complied with, is not in violation of, and has not received any
notices of violation with respect to, any federal, state, local or foreign
Law,
judgment, decree, injunction or order, applicable to it, the conduct of its
business, or the ownership or operation of its business. References in this
Agreement to “Laws” shall refer to any laws, rules or regulations of any
federal, state or local government or any governmental or quasi-governmental
agency, bureau, commission, instrumentality or judicial body (including, without
limitation, any federal or state securities law, regulation, rule or
administrative order).
5. Representations
and Warranties of the Issuer.
The
Issuer hereby makes the following representations and warranties to the
Buyer:
(a) The
Issuer is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada.
(b) The
Issuer has the requisite power and authority to enter into this Agreement and
to
consummate the transactions contemplated hereby and otherwise to carry out
its
obligations hereunder. The Issuer is not in violation of any of the provisions
of its certificate of incorporation or by-laws. No consent, approval or
agreement of any individual or entity is required to be obtained by the Issuer
in connection with the execution and performance by the Issuer of this Agreement
or the execution and performance by the Issuer of any agreements, instruments
or
other obligations entered into in connection with this Agreement.
(c)
There
are currently 6,485,000 common shares outstanding. There are no preferred shares
outstanding. There are no options, warrants, agreements or other rights or
instruments entitling any person to acquire to acquire shares from the
Issuer.
(d) There
shall be no residual liens, lawsuits or judgments outstanding against the
Company and the Issuer. There are no issues outstanding with the SEC, the IRS,
the NASD or any other government agency or SRO and that there are no
subsidiaries, no existing employment agreements or stock option or warrant
agreements, and no other contracts, obligations or leases.
(e) In
conjunction with the Closing, all existing officers of the Issuer shall resign.
Additionally, all Directors shall resign, except Xxxxxxx Xxxxxxx, who shall
immediately appoint at least one new director to be designated by the Buyer.
She
shall tender his resignation that will be held no more than 30 days or until
all
necessary merger filings are completed.
(f) At
the
Closing the Issuer shall have a $0/ $0 balance sheet.
(g) The
Issuer has complied with, is not in violation of, and has not received any
notices of violation with respect to, any federal, state, local or foreign
Law,
judgment, decree, injunction or order, applicable to it, the conduct of its
business, or the ownership or operation of its business. References
in this Agreement to “Laws” shall refer to any laws, rules or regulations of any
federal, state or local government or any governmental or quasi-governmental
agency, bureau, commission, instrumentality or judicial body (including, without
limitation, any federal or state securities law, regulation, rule or
administrative order).
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(h) There
is
no private or governmental action, suit, proceeding, claim, arbitration or
investigation pending before any agency, court or tribunal, foreign or domestic,
or, to the Issuer’s knowledge, threatened against the Issuer or any of its
properties or any of its officers or directors (in their capacities as such).
To
the Issuer’s knowledge, there is no judgment, decree or order against the Issuer
that could prevent, enjoin, alter or delay any of the transactions contemplated
by this Agreement.
(i) There
are
no material claims, actions, suits, proceedings, inquiries, labor disputes
or
investigations (whether or not purportedly on behalf of the Issuer) pending
or,
to the Issuer’s knowledge, threatened against the Issuer or any of its assets,
at law or in equity or by or before any governmental entity or in arbitration
or
mediation. No bankruptcy, receivership or debtor relief proceedings are pending
or, to the Issuer’s knowledge, threatened against the Issuer.
6. Finder’s
Fee.
Seller
represents and warrants that no person is entitled to receive a finder’s fee
from Seller in connection with this Agreement as a result of any action taken
by
the Buyer or Seller pursuant to this Agreement, and agrees to indemnify and
hold
harmless the other party, its officers, directors and affiliates, in the event
of a breach of the representation and warranty set forth in this Section 4.
This
representation and warranty shall survive the Closing.
7. Termination
by Mutual Agreement.
This
Agreement may be terminated at any time by mutual consent of the parties hereto,
provided that such consent to terminate is in writing and is signed by each
of
the parties hereto.
8. Miscellaneous.
(a) Entire
Agreement.
This
Agreement constitutes the entire agreement of the parties, superseding and
terminating any and all prior or contemporaneous oral and written agreements,
understandings or letters of intent between or among the parties with respect
to
the subject matter of this Agreement. No part of this Agreement may be modified
or amended, nor may any right be waived, except by a written instrument which
expressly refers to this Agreement, states that it is a modification or
amendment of this Agreement and is signed by the parties to this Agreement,
or,
in the case of waiver, by the party granting the waiver. No course of conduct
or
dealing or trade usage or custom and no course of performance shall be relied
on
or referred to by any party to contradict, explain or supplement any provision
of this Agreement, it being acknowledged by the parties to this Agreement that
this Agreement is intended to be, and is, the complete and exclusive statement
of the agreement with respect to its subject matter. Any waiver shall be limited
to the express terms thereof and shall not be construed as a waiver of any
other
provisions or the same provisions at any other time or under any other
circumstances.
(b) Severability.
If any
section, term or provision of this Agreement shall to any extent be held or
determined to be invalid or unenforceable, the remaining sections, terms and
provisions shall nevertheless continue in full force and effect.
(c) Notices.
All
notices provided for in this Agreement shall be in writing signed by the party
giving such notice, and delivered personally or sent by overnight courier,
mail
or messenger against receipt thereof or sent by registered or certified mail,
return receipt requested, or by facsimile transmission or similar means of
communication if receipt is confirmed or if transmission of such notice is
confirmed by mail as provided in this Section 7(c). Notices shall be deemed
to
have been received on the date of personal delivery or telecopy or attempted
delivery. Notice shall be delivered to the parties at the following
addresses:
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If
to the
Buyer:
OmniReliant
Corporation
0000
Xxxxxxxxxx Xxxx., Xxxxx 000
Xxxxx,
XX
00000
Attn:
Xxxxx X. Xxxxxxxx, CFO
If
to
Seller:
Xxxxxxx
Xxxxxxx
0000
Xxxxxxxxx Xxx
Xxxxxxx,
XX 00000
With
a
copy to:
If
to the
Issuer:
0000
Xxxxxxxxx Xxx
Xxxxxxx
XX, 00000
With
a
copy to:
Any
party
may, by like notice, change the address, person or telecopier number to which
notice shall be sent.
(d) Governing
Law.
This
Agreement shall be governed and construed in accordance with the laws of the
State of New York applicable to agreements executed and to be performed wholly
within such State, without regard to any principles of conflicts of law. Each
of
the parties hereby irrevocably consents and agrees that any legal or equitable
action or proceeding arising under or in connection with this Agreement shall
be
brought in the federal or state courts located in the County of New York in
the
State of New York, by execution and delivery of this Agreement, irrevocably
submits to and accepts the jurisdiction of said courts, (iii) waives any defense
that such court is not a convenient forum, and (iv) consent to any service
of
process made either (x) in the manner set forth in Section 10(c) of this
Agreement (other than by telecopier), or (y) any other method of service
permitted by law.
(e) Waiver
of Jury Trial.
EACH
PARTY HEREBY
EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN THE EVENT OF ANY SUIT, ACTION
OR PROCEEDING TO ENFORCE THIS AGREEMENT OR ANY OTHER ACTION OR PROCEEDING WHICH
MAY ARISE
OUT OF
OR IN ANY WAY BE CONNECTED WITH THIS AGREEMENT OR ANY OF THE OTHER
DOCUMENTS.
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(f) Parties
to Pay Own Expenses.
Each of
the parties to this Agreement shall be responsible and liable for its own
expenses incurred in connection with the preparation of this Agreement, the
consummation of the transactions contemplated by this Agreement and related
expenses.
(g) Successors.
This
Agreement shall be binding upon the parties and their respective heirs,
executors, administrators, legal representatives, successors and assigns;
provided, however, that neither party may assign this Agreement or any of its
rights under this Agreement without the prior written consent of the other
party.
(h) Further
Assurances.
Each
party to this Agreement agrees, without cost or expense to any other party,
to
deliver or cause to be delivered such other documents and instruments as may
be
reasonably requested by any other party to this Agreement in order to carry
out
more fully the provisions of, and to consummate the transaction contemplated
by,
this Agreement.
(i) Counterparts.
This
Agreement may be executed simultaneously 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.
(j) No
Strict Construction.
The
language used in this Agreement will be deemed to be the language chosen by
the
parties with the advice of counsel to express their mutual intent, and no rules
of strict construction will be applied against any party.
(k) Headings.
The
headings in the Sections of this Agreement are inserted for convenience only
and
shall not constitute a part of this Agreement.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be duly executed as of the date
first above written.
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OMNIRELIANT
CORPORATION
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| By: | ||
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Name:
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| Title: | ||
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Xxxxxxx
Xxxxx, an individual
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| By: | ||
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Name:
Xxxxxxx Xxxxx
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| Title: President | ||
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