STOCK PURCHASE AGREEMENT
THIS
AGREEMENT is entered into as of the 12th day of December, 2007 by and between
Newsgrade Corporation, a Delaware
corporation with an address at 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000
(the
“Seller”) and IElement
Corporation, a Nevada corporation with its principal place of business at 00000
Xxxxxxx Xxxx, Xxxxx 000 XXX 000, Xxxxxx, XX 00000 (hereinafter referred to
as
"Buyer").
RECITALS
WHEREAS,
the Seller is the legal or beneficial owner of 1,000,000 shares of common stock
of The Retirement Xxxxxxxx.xxx,
Inc. (TRES.OB) (the “Securities");
WHEREAS,
Seller desires to sell and transfer to Buyer and Buyer desire to purchase in
accordance with the terms and conditions provided for herein, the
Securities;
NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein and other good and valuable consideration, the receipt and sufficiency
of
which is hereby acknowledged, the parties intending to be legally bound agree
as
follows:
ARTICLE
I
PURCHASE
AND SALE OF SECURITIES AND SECURITY
|
Section
1.1
|
SALE
OF
SECURITIES:
|
Subject
to the terms and conditions set forth in this Agreement, Seller shall
transfer and convey the Securities to Buyer, free and clear of any
and all
liens, claims, and encumbrances, whatsoever, and Buyer shall purchase
the
Securities from Seller (the “Transaction”).
|
|
Section
1.2
|
CONSIDERATION:
|
As
payment for the transfer of the Securities by Seller to Buyer, Buyer
shall
deliver a convertible promissory note in the principal amount of
Two
Hundred Thousand Dollars ($200,000) at Closing.
|
ARTICLE
II
PRECONDITIONS
TO CLOSING
|
Section
2.1
|
CONDITIONS
TO
CONSUMMATION OF THE TRANSACTION: The respective
obligations of the parties with respect to this Transaction shall
be
subject to satisfaction of conditions customary to transactions of
this
type, including without limitation, (a) execution of this Stock Purchase
Agreement by all parties; (b) absence of pending or threatened litigation,
investigations or other matters affecting the Securities or the
Transaction.
|
|
|
ARTICLE
III
|
|
|
REPRESENTATIONS
AND WARRANTIES OF SELLER
|
Seller
represents and warrants that at the time of the execution of this Agreement
and
at the Closing thereof:
|
Section
3.1
|
MARKETABLE
TITLE:
|
The
Seller shall convey to Buyer good and marketable title in and to
the
Securities, free and clear of any and all liens, claims, encumbrances,
including, but not limited to, any and all pledges and security interests,
and all other defects of title of any type whatsoever;
|
|
Section
3.2
|
AUTHORITY:
|
The
Seller have the right, power, legal capacity and authority to enter
into
and perform its obligations under this Agreement and no approvals
or
consents of any persons or entities are necessary in connection with
it;
|
|
Section
3.3
|
OUTSTANDING
CLAIMS,
SUITS OR ACTIONS:
|
Seller
is not aware of any outstanding claims, suits or actions or potential
claims, suits or actions in connection with the Securities.
|
|
|
ARTICLE
IV
|
|
|
REPRESENTATION
AND WARRANTIES OF THE BUYER
|
|
|
The
Buyer represents and warrants that:
|
|
Section
4.1
|
The
Buyer is a sophisticated investor. The Buyer has the financial ability
to
bear the economic risk of this transaction.
|
Section
4.2
The Buyer:
(a)
Has evaluated the risks of a purchase of the Securities and has relied solely
upon its own investigation of TRES.OB;
(b)
is an accredited investor as that term is defined in rule 501(a) of Regulation
D
under the Securities Act of 1933, as amended;
|
Section
4.3
|
The
Buyer is not relying on the Seller, or any of his affiliates, or
this
Agreement, with respect to the Buyer’s tax consequences with respect to
the purchase of the Securities.
|
|
Section
4.4
|
corporate
Buyer has full power and authority to enter into this Agreement.
|
ARTICLE
V
THE
CLOSING
|
Section
5.1
|
SELLER’S
OBLIGATIONS:
|
At
the Closing or as soon thereafter as is practicable, Seller shall
deliver
to Buyer:
|
|
(a)
|
The
stock certificate or certificates representing the Securities, endorsed
for transfer to the Buyer and accompanied by one or more irrevocable
stock
powers duly executed by Seller and medallion guaranteed to the
Buyer. In the alternative, Seller may deliver the Securities
via DTC transfer.
|
|
Section
5.2
|
BUYER’
OBLIGATIONS:
|
At
the Closing, Buyer shall deliver to Seller the following:
|
(a)
A convertible promissory note in the principal sum of $200,000 the form of
which
is attached as Exhibit “A”.
|
|
ARTICLE
VI
|
|
|
MISCELLANEOUS
|
|
Section
6.1
|
EXPENSES.
|
Each
of the parties shall be responsible for their own expenses in connection
with this Agreement and consummation of the transaction contemplated
hereby.
|
|
Section
6.2
|
ASSIGNMENT:
This Agreement is not assignable.
|
|
Section
6.3
|
NOTICES:
|
Unless
otherwise changed by written notice, any notice or other communications
required or permitted hereunder shall be deemed given if sent postage
prepaid, return receipt requested, addressed to the respective party
at
the address set forth on the signature page of this Agreement.
|
|
Section
6.4
|
BINDING
EFFECT:
This Agreement shall be binding upon the parties hereto and their
representatives, executors, distributees, successors and permitted
assigns.
|
|
Section
6.5
|
GOVERNING
LAW:
|
This
Agreement shall be interpreted in accordance with and governed by
the laws
of the State of Texas.
|
|
Section
6.6
|
ENTIRE
AGREEMENT:
|
This
Agreement embodies the entire agreement between the parties hereto
with
respect to the subject matter hereof and supersedes all prior
negotiations, agreements and understandings, whether written or oral.
This
Agreement may not be changed, waived, discharged or terminated except
by
an instrument in writing signed by the party against whom enforcement
of
the change, waiver, discharge or termination is sought.
|
|
Section
6.7
|
COUNTERPARTS:
|
This
Agreement may be executed in counterparts, each of which shall be
deemed
an original and such counterparts, taken together, shall constitute
one
Agreement.
|
|
Section
6.8
|
NO
BROKER: No person or entity is entitled to fees or
commissions in connection with the purchase hereunder and the Seller
shall
be solely responsible for any taxes including stock transfer taxes.
|
|
SELLER:
|
BUYER:
|
NEWSGRADE
CORPORATION IELEMENT
CORPORATION
________________________
_____________________________
By:
Xxxx
Xxxxxxx
By: Xxxx Xxxxx
Its:
___________________ Its:___________________________
Dated:________________________ Dated:________________________
1
