STOCK PURCHASE AGREEMENT
Exhibit
10.1
This
AGREEMENT made this 17th day of May, 2007 between SK Realty Ventures, Inc.,
a
Nevada corporation (“SK Realty” or the “Company”), Xxxxxxx Xxxxxx (the “Seller”)
and Alkhalifa
Capital Corporation, LLC (the
“Purchaser”).
AGREEMENT
In
consideration of the terms hereof, the parties hereto agree as
follows:
1.
PURCHASE AND SALE OF STOCK
1.1
Purchase
of Stock.
Upon
the terms and subject to the conditions hereof, the Sellers collectively hereby
sell, convey, transfer, assign and deliver to the Purchasers, or their designees
and the Purchaser hereby purchases from the Seller, 10,000,000 shares of SK
Realty common stock (the “Purchased Shares”), free and clear of all liens,
charges, or encumbrances of whatsoever nature as of the date hereof.
1.2
Purchase Price. Subject
to the terms and conditions of this Agreement, the total purchase price for
the
Purchased Shares (the “Purchase Price”) shall be Two Hundred Ten Thousand
($210,000.00) Dollars, payable by certified check or by wire transfer, at the
Closing.
1.3
Down
Payment. Simultaneously
with the execution hereof, Purchasers shall deliver the sum of Fifty Thousand
($50,000.00) Dollars, as a down payment to be credited against the Purchase
Price, to be held by counsel for the Seller, in accordance with the terms of
this Agreement.
1.4
Due
Diligence.
For a
period of five (5) business days after the date this Agreement is signed by
all
parties and becomes effective, Purchaser shall be permitted to conduct customary
due diligence on the Company, the Seller, the assets and liabilities of the
Company, and any other matter they feel appropriate. If, before the expiration
of this due diligence period, the Purchaser is not satisfied with this due
diligence in any respect, they may provide written notice to the representative
for Seller and terminate this Agreement. In the event of such termination,
the
Down Payment will be promptly returned to the representative of Purchaser.
If,
however, Purchaser does not deliver written notice of termination by the last
day of this due diligence period, then this Agreement shall remain in full
force
and effect, and the Down Payment shall be administered pursuant to Section
1.7.
1.5
The
Closing. The
closing of this Agreement (the “Closing”) shall occur on June 4, 2007 (the
“Closing Date”) at 10:00 a.m. local time at the offices of Cyruli Xxxxxx &
Xxxxxx, LLP, or such other time or location as the parties hereto shall agree.
1.6
Deliveries
at the Closing. On
the
Closing Date in order to effectuate the transfer of the Purchased
Shares:
(a)
The
Seller shall deliver to the Purchasers certificates representing all of the
Purchased Shares, free and clear of any claim, lien, pledge, option, charge,
easement, security interest, right-of-way, encumbrance, preemptive right or
option or any other right of any third party of any nature whatsoever
(“Encumbrance”), duly endorsed in blank for transfer or accompanied by stock
powers duly executed in blank with all signatures Medallion guaranteed; provided
that the Purchased Shares shall bear a standard restricted stock
legend.
(b)
The
Purchaser shall deliver the Purchase Price as set forth in Section 1.3
above.
(c)
The
Seller and the Purchaser shall each deliver all documents, certificates,
agreements and instruments required to be delivered by each party as described
herein.
(d)
All
instruments and documents executed and delivered to any party pursuant hereto
shall be in a form and substance, and shall be executed in a manner, reasonably
satisfactory to the receiving party.
1.7
Release
of Down Payment. The
Seller and the Purchaser each agree that the Down Payment shall be released
from
escrow in accordance with the following:
(a)
At
the Closing, to the Seller, as a credit against the Purchase Price.
(b)
In
the event that the Closing does not occur prior to June 4, 2007, time being
of
the essence, and provided that the Closing has not occurred either because
(x)
the Seller refuses to consummate this transaction in accordance with the terms
of this Agreement or (y) the Seller is not able to deliver all of the Purchased
Shares to the Purchaser in accordance with the terms hereof, the Down Payment
shall be delivered to
the
Purchaser and this Agreement shall be deemed terminated with no party having
any
liability to the other party.
(c)
In
the event that the Closing does not occur, for any other reason, prior to June
4, 2007, time being of the essence, the Down Payment shall be delivered to
the
Seller, as liquidated damages and not as penalty, and this Agreement shall
be
deemed terminated with no party having any liability to the other
party.
1.8
Assistance in Consummation of the Purchase and Sale of Purchased
Shares.
The
Seller and the Purchaser shall provide all reasonable assistance to, and shall
cooperate with, each other to bring about the consummation of the purchase
and
sale of the Purchased Shares and the other transactions contemplated herein
as
soon as possible in accordance with the terms and conditions of this Agreement.
2.
REPRESENTATIONS AND WARRANTIES OF THE SELLER.
The
Seller represents and warrants as follows:
2.1
Good
Title.
All of
the Purchased Shares are free and clear of any claim, lien, pledge, option,
charge, easement, security interest, right-of-way, encumbrance, restriction
on
sale or transfer, preemptive right or option or any other right of any third
party of any nature whatsoever.
2.2
Authority;
No Violation.
The
execution and delivery of this Agreement by the Sellers and the consummation
by
them of the transactions contemplated hereby have been duly authorized by the
Sellers. Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will constitute a violation
or default under any term or provision of any contract, commitment, indenture,
other agreement or restriction of any kind or character to which Seller is
bound. The transfer of the shares of SK Realty common stock to the Purchasers
is
exempt from the registration requirements of all applicable securities laws
and
regulations.
2.3
Consents and Approvals. Except
for any required SEC filings by Seller, there is no requirement to make any
filing, give any notice to or obtain any license, permit, certificate,
regulation, authorization, consent or approval of, any governmental or
regulatory authorities as a condition to the lawful consummation of the
transactions contemplated by this Agreement except for the filings,
notifications, consents and approvals described in this Agreement.
3.
REPRESENTATIONS AND WARRANTIES BY SK REALTY.
SK
Realty
hereby represents and warrants, as follows:
3.1
Organization,
Good Standing.
SK
Realty is a corporation duly incorporated, validly existing, and in good
standing under the laws of Nevada and has all requisite corporate power and
authority to own, operate and lease its properties and assets and to carry
on
its business as now conducted.
3.3
Authority;
No Violation.
The
execution and delivery of this Agreement by SK Realty has been duly authorized
by SK Realty. Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will constitute a violation
or default under any term or provision of the Certificate of Incorporation
or
By-Laws of SK Realty, or of any contract, commitment, indenture, other agreement
or restriction of any kind or character to which SK Realty or by which SK Realty
is bound.
3.4
Capitalization.
SK
Realty has an authorized capitalization of 300,000,000 shares of common stock,
par value $____ per share, and 10,000,000 shares of preferred stock, par value
$____ per share. As of the date hereof, there are 13,625,240 shares of common
stock validly issued and outstanding and no shares of preferred stock issued
and
outstanding. No shares of SK Realty are held in treasury. As of the date hereof,
the Sellers own 10,000,000 shares of SK Realty common stock. All issued and
outstanding shares of SK Realty are validly issued, fully paid and
non-assessable. There are no outstanding or authorized subscriptions, options,
warrants, calls, rights, commitments or other agreements of any character which
obligate or may obligate SK Realty to issue any additional shares of any of
its
capital stock or any securities convertible into or evidencing the right to
subscribe for any shares of any such capital stock.
3.5
OTCBB
Listing; SEC Reporting. SK
Realty
common stock is currently cleared for quotation on the Over-The-Counter Bulletin
Board (“OTCBB”) under the symbol "SKRV”. There are no stop orders in effect or
contemplated with respect thereto and no facts exist which may give rise there.
SK Realty has filed all reports required to be filed by SK Realty pursuant
to
the Securities Act of 1934, as amended. SK Realty has not been informed, and
has
no reason to believe, that its common stock will be de-listed or suspended
by
the NASD. SK Realty has fully complied will all applicable securities laws
and
regulations and is not in default of any of its obligations
thereunder.
3.6
Litigation.
SK
Realty
is not a party to or the subject of any pending litigation, claims, decrees,
orders, stipulations or governmental investigation or proceeding, and there
are
no lawsuits, claims, assessments, investigations, or similar matters, against
or
affecting SK Realty, its management or its properties. SK Realty has complied
in
all material respects with all laws, statutes, ordinances, regulations, rules,
decrees or orders applicable to it.
3.7
Financial
Statements.
SK
Realty has delivered to Purchaser a true and complete copy of its Form 10-KSB
for the year ended December 31, 2006 (the "SK Realty Financial Statements").
The
SK Realty Financial Statements are complete, accurate and fairly present the
financial condition of SK Realty as of the dates thereof and the results of
its
operations for the periods then ended. There are no liabilities or obligations
either fixed or contingent not reflected therein. The SK Realty Financial
Statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis and fairly present the financial
position of Explorations as of the dates thereof and the results of its
operations and changes in financial position for the periods then
ended.
3.8
Subsidiaries
and Affiliates.
As of
the Closing, SK Realty shall not own, directly or indirectly, have any
ownership, equity, profits or voting interest in, or otherwise control, any
corporation, partnership, joint venture or other entity, and has no agreement
or
commitment to purchase any such interest.
4.
CONDITIONS
PRECEDENT
4.1
Conditions
Precedent to the Obligations of The Seller.
All
obligations of the Sellers under this Agreement are subject to the fulfillment,
prior to or as of the Closing and/or the Closing Date, as indicated below,
of
each of the following conditions:
(a)
The
Purchaser shall have performed and complied with all covenants, agreements,
and
conditions set forth in, and shall have executed and delivered all documents
required by this Agreement to be performed or complied with or executed and
delivered by it prior to or at the Closing.
(b)
Shareholders of the Company holding 3,309,000 shares have simultaneously sold
such shares pursuant to separate purchase agreements, where the total
consideration is $510,000.
4.2
Conditions
Precedent to the Obligations of The Purchaser.
All
obligations of the Purchaser under this Agreement are subject to the
fulfillment, prior to or at the Closing, of each of the following
conditions:
(a)
The
representations and warranties by the Sellers and SK Realty contained in this
Agreement or in any certificate or document delivered pursuant to the provisions
hereof shall be true in all material respects at and as of the Closing as though
such representations and warranties were made at and as of such
time.
(b)
The
Seller shall have performed and complied with, in all material respects, all
covenants, agreements, and conditions required by this Agreement to be performed
or complied with prior to or at the Closing.
(c)
As of
the Closing, all officers and directors of SK Realty shall have resigned in
writing effective upon the election and appointment of the Purchaser’s
nominees.
(d)
On or
before the Closing Date, SK Realty shall have delivered to the Purchaser
certified copies of resolutions of the board of directors of SK Realty approving
and authorizing the execution, delivery and performance of this Agreement and
authorizing all of the necessary and proper action to enable SK Realty to comply
with the terms of this Agreement including the election of the Purchaser’s
nominees to the Board of Directors of SK Realty and all matters outlined
herein.
(e)
Shareholders of the Company holding 3,309,000 shares have simultaneously sold
such shares pursuant to separate purchase agreements, where the total
consideration is $510,000.
5.
GENERAL
5.1
Notices.
Any
notice under this Agreement shall be deemed to have been sufficiently given
if
sent by registered or certified mail, postage prepaid or national overnight
carrier, addressed to a party at the addressed set forth below or to any other
address or addresses ay hereafter be designated by either party by notice given
in such manner. All notices shall be deemed to have been given as of the date
of
receipt.
Notices
shall be delivered to the following representatives of the respective
parties:
Alkhalifa
Capital Corporation LLC
000
Xxxxxxx Xxx, Xxxxx 000
Xxxx
Xxxx
Xxxxx, Xxxxxxx 00000
5.2
Further
Assurances.
Each
party hereto hereby agrees to take any further action necessary or desirable
to
carry out the provisions of this Agreement.
5.3
Counterparts.
This
Agreement may be executed in any number of counterparts, each of which when
executed and delivered shall be an original, and all such counterparts shall
constitute one and the same instrument. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid binding
obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
were the original thereof.
5.4
Prior
Agreements; Amendments.
This
Agreement supersedes all prior agreements and understandings between the parties
with respect to the subject matter hereof. This Agreement may be amended only
by
a written instrument duly executed by the parties hereto or their respective
successors or assigns.
5.5
Governing
Law.
This
Agreement shall be governed by and construed according to the laws of the State
of New York.
5.6
Expenses.
All
fees and expenses incurred by the Sellers in connection with the transactions
contemplated by this Agreement shall be borne by the Sellers and all fees and
expenses incurred by the Purchasers in connection with the transactions
contemplated by this Agreement shall be borne by the Purchasers.
5.7
Parties
in Interest.
All the
terms and provisions of this Agreement shall be binding upon, shall inure to
the
benefit of, and shall be enforceable by the prospective heirs, beneficiaries,
representatives, successors, and assigns of the parties hereto.
5.8
Headings.
The
section and paragraph headings contained in this agreement are for reference
purposes only and shall not affect in any way the meaning or interpretations
of
this Agreement.
(**
Signature Pages Follow **)
(**
Signature Page **)
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed the
day
and year first above written.
| SK Realty, Ventures, Inc., | |||
| /s/ Xxxxxxx Xxxxxx | |||
|
By: Xxxxxxx Xxxxxx
|
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| Title: President | |||
|
The
Seller:
|
||
|
s/
Xxxxxxx Xxxxxx
Name:
Xxxxxxx Xxxxxx
|
Address:
|
|
|
The
Purchaser:
Alkhalifa
Capital Corporation LLC
|
||
|
/s/
Xxxxx Xxxxxxxxx
Name:
Shaikh Isa Mohamed Isa Alkhalifa
Xxxxx
Xxxxxxxxx, P.O.A.
Title:
Member
|
Address:
|
|
