SHARE PURCHASE AGREEMENT
This Agreement made as of the 26th day of April, 2011 ("Agreement"), by
and between XXXXXXX XXX, with an address at 0000 Xxxxxxxx Xxxxxx, #000,
Xxxxxxxxxxxx, XX 00000 ("Seller"), and Success Parking USA LLC, a Delaware
limited liability company with an address at Xxx Xxxxxxxxx Xxxxx Xxxxxx, 00xx
Xxxxx, Xxxxx, XX 00000 ("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 CEPHEUS 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, as more fully described in Exhibit A, attached hereto and
incorporated herein by reference.
WHEREAS, Purchaser desires to purchase 31,390,000 of the Shares from
Seller, which constitutes 100% of all of the Corporation's issued and
outstanding shares, on a fully diluted basis, as of the date of this Agreement
and will so constitute 100% of all of the Corporation's issued and outstanding
shares, on a fully diluted basis, as of the Closing Date (as defined below),
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 (as defined below), all of the
Seller's Shares (constituting 31,390,000 Shares), for a total price of sixty-
nine thousand nine hundred ninety dollars and no cents ($69,990) (the "Purchase
Price").
2. GOOD FAITH DEPOSIT. At the signing of this Agreement, Purchaser
agrees to wire transfer to an account to be designated by Seller, the sum of
seven thousand dollars and no cents ($7,000), as an initial non-refundable
deposit to Seller. At the Closing, as defined below, Purchaser will pay the
balance of the Purchase Price, sixty-two thousand nine hundred ninety dollars
and no cents ($62,990) to Seller by wire transfer to Seller's designated bank
account.. In the event the Closing is not consummated, for whatever reason by
the Closing Date, the $7,000 amount held by Seller shall be retained by Seller
and neither party shall have any further liability or obligation under this
Agreement
3. CLOSING. The closing (the "Closing") of the purchase and sale of the
Shares shall take place on or before May 18, 2011, at such time and place as
the Purchaser and Seller mutually agree upon orally or in writing, including
any mutually agreed upon extension therof (which time and place are designated
as the "Closing Date"). 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 sixty-two thousand nine hundred ninety dollars
and no cents ($62,990), and Seller will 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) a copy of the Corporation's Certificate of Incorporation, as the
same may have been amended, and bylaws, as certified by the sole officer of the
Corporation; (C) all corporate books and records (including all accounting
records and SEC filings to date), together with a certified copy of resolutions
adopted by the Corporation's Board of Directors, approving the transactions
contemplated hereunder; and (D) written resignations of incumbent directors
and officers of the Corporation.
4. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller, as sole
stockholder, director and officer of Corporation, hereby represents and
warrants to Purchaser as of the date hereof and as of the Closing Date 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 (the "SEC:), a registration statement on Form 10-12G, as
amended, and which Form 10-12G has been declared effective by the SEC.
(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. All of the Corporation's SEC filings required to have been made have
been made on a current and timely basis; the Corporation is not in receipt of
any SEC comment letters with respect to such filings (other than those
comments pertaining to the Form 10-12G, which were issued prior to its
effectiveness); and all of the Corporation's filings with the SEC are true and
correct, and do not contain any material misstatements or material omissions,
and do not contain or fail to state any material fact which would cause any of
such filings to be misleading.
(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, it officer, directors and/or Seller or against the Seller or
other employee, consultant, affiliate, 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 Corporation and/or Seller does not have in effect nor has any
present intention to put into effect any employment agreements, deferred
compensation, pension retirement agreements or arrangements, options
arrangements, bonus, stock purchase agreements, incentive or profit-sharing
plans;
(viii) No person or firm has, or will have, any right, interest or valid
claim against the Corporation, the Seller, or any of their respective
affiliates, for any commission, fee or other compensation in connection with
the sale of the Shares herein as a finder or broker or in any similar capacity
as a result of any act or omission by the Corporation and/or Seller or anyone
acting on behalf of the Corporation and/or Seller;
(ix) 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;
(x) Corporation has not conducted any business and will not conduct any
business on or prior to the Closing Date. The Corporation has not entered into
any agreement or contract or understanding, whether written or oral, of any
nature whatsoever, and is not bound by any agreement, contract or understanding
with any person or entity, including Seller. Corporation has no liabilities
or other commitments (whether incurred, contingent or accrued) other than what
is disclosed on its SEC filings made prior to the date hereof. The financial
statements of the Corporation, as filed with the SEC, have been prepared in
accordance with US generally accepted accounting principles.
(xi) Seller has the capacity to enter into this Agreement and to
consummate the transactions contemplated herein. 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
applicable law and/or regulation to which Seller or Corporation or their
respective affiliates may be bound, or agreement, mortgage, lease or other
instrument or indenture to which Corporation and/or Seller or their respective
affiliates may be a party to or by which they are bound;
(xii) 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. The 31,390,000 Shares owned by Seller constitute 100%, on a
fully diluted basis, of the issued and outstanding shares of capital stock of
the Corporation. There are no outstanding or authorized options, warrants,
purchase rights, subscription rights, conversion rights, exchange rights or
other contracts or commitments that could require the Seller and/or the
Corporation to sell, transfer or otherwise dispose of any shares of capital
stock of the Corporation or that could require the Corporation to issue, sell
or otherwise cause to become outstanding any of its capital stock (other than
this Agreement);
(xiii) Seller warrants and agrees that Seller shall defend and hold
Purchaser and the Corporation harmless for any losses or damages incurred
(including court costs and legal fees) arising from or resulting from any
action or claim by any third party against either the Seller or the
Corporation, or their respective affiliates, and which is based on, in whole or
in part, on any act or omission by Seller or the Corporation, or their
respective affiliates, and which act or omission occurred on or prior to the
Closing Date. This provision as well as the representations and warranties of
Seller shall survive Closing for the applicable statute of limitations period,
(xiv) 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;
(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 of 1933, as amended
(vi) Purchaser hereby agrees that such shares are restricted pursuant to
Rule 144 and therefore subject to Rule 144 resale requirements.
6. Notice. Notice shall be given by (i) certified mail, return receipt
requested, five days after being sent as aforesaid, being deemed the date the
notice is hereby given or (ii) by overnight delivery, with the date the notice
is so delivered, as evidenced by a written receipt of delivery being deemed the
date such notice is hereby given. 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
Cepheus Acquisition Corp.
0000 Xxxxxxxx Xxxxxx, #000
Xxxxxxxxxxxx, XX 00000
FAX: (000) 000-0000
Email: xxxx@00x.xxx
Purchaser: Success Parking USA, LLC
Xxx Xxxxxxxxx Xxxxx Xxxxxx
00xx Xxxxx
Xxxxx, XX 00000
Fax: 000-000-0000
Attn: Xxxxxxxx X. Xxxxxx
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. Each of the parties, agrees that any action
or proceeding relating to or arising out of this Agreement may be brought in
any state or federal court sitting in Miami-Dade County, Florida, but not in
any other court. Each of the parties (i) consents to the jurisdiction of any
state or federal court sitting in or covering Miami- Dade County, Florida in
any action or proceeding relating to or arising out of this Agreement, (ii)
agrees not to seek to change the venue of any such action or proceeding,
whether because of inconvenience of the forum or for any other reason, and
(iii) agrees that process in any such action or proceeding may be served by
registered mail or in any other manner permitted by the rules of the court in
which the action or proceeding is brought.
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. Purchaser's condition to close remains subject to the satisfactory
completion by Purchaser of its full due diligence, the satisfactory completion
thereof which shall remain in Purchaser's sole and absolute discretion. Seller
agrees to cooperate fully with Purchaser in its due diligence. Purchaser's
condition to close shall also be subject to (i) the approval of Purchaser's
members and (ii) the Corporation shall have filed with the SEC a Schedule 14f-1
for the change in the majority of directors to occur at Closing, in a form and
substance satisfactory to Purchaser, at least (10) ten days prior to the
Closing Date and shall have transmitted such schedule to all holders of record
of securities of the Corporation at such time.
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
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.
11. 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.
12. AMENDMENTS. No amendments or additions to this Agreement shall be
binding unless in writing, signed by both parties, except as herein otherwise
provided.
13. 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.
14. 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 Section shall survive the Closing.
15. 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.
16. 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.
17. COSTS. All costs associated with this Agreement and the
transactions contemplated hereunder shall be borne by the Seller and the
Purchaser, respectively No costs incurred by Seller in connection herewith
shall be borne by or incurred by or on behalf of the Corporation.
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{M3042677;1}
IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto
have signed this Agreement by their duly authorized persons the day and year
first above written.
SUCCESS PARKING USA LLC
/S/ TSAHI MERKUR
---------------------------------
BY: ITS MANAGER
NAME: TSAHI MERKUR
(PURCHASER)
/S/ XXXXXXX XXX
---------------------------------
XXXXXXX XXX
(SELLER)
CEPHEUS ACQUISITION CORP., A DELAWARE CORPORATION
Cepheus Acquisition Corp., a Delaware corporation ("CEAQ"), is a U.S. public
reporting company, and its common stock is registered under the U.S. Securities
Exchange Act of 1934, as amended.
Cepheus management believes that there are certain benefits of being a
reporting public company, and that certain private company (domestic or
foreign) may seek to gain these advantages through a reverse merger or
acquisition with Cepheus because its shares may thereby be quoted on the United
States secondary markets, such as the New York Stock Exchange (NYSE), NASDAQ,
NYSE Amex Equities, formerly known as the American Stock Exchange (AMEX) and
the OTC Bulletin Board (OTC-BB).
CORPORATE INFORMATION
Legal Name of Public Reporting Shell: CEPHEUS ACQUISITION CORP.
SEC FILE / CIK Numbers: 000-54122 / 0001491828
SEC Reporting Status: Public reporting; current in all SEC filings to date.
SEC XXXXX Filings: xxxx://xxx.xxx.xxx/xxx-xxx/xxxxxxxxxxx?
action=getcompany&CIK=0001491828
State of Incorporation and Date of Formation: State of Delaware / August 12,
2010
Net Equity: -0-
Underwriter: Self
Date of fiscal year-end: 12/31
Total and pending liabilities: None
STOCK INFORMATION (PROPOSED OTC-BB TICKER SYMBOL*: "CEAQ")
Classes of Capital Stock: Preferred Stock, at $0.0001 par value
Common stock, at $0.0001 par value
Authorized Capital Stock: Capitalization: 500,000,000 Common Shares
20,000,000 Preferred Shares
Issued and Outstanding Shares: 31,390,000 Common Shares
-0- Preferred Shares, none designated
Warrants and Options Outstanding: None to date
OTC-BB Exchange Trading/Ticker Symbol: *Form 211 (15c2-11) to be filed by a
registered broker-dealer, serving as a market maker, with The Financial
Industry Regulatory Authority (FINRA) through a sponsoring market maker upon
consummation of
business combination.
OTC-BB Market Makers: To be appointed upon consummation of business
combination.
Share Transfer Agent and Registrar: It is anticipated that Xxxxxxxx Stock
Transfer, Inc. of
Scottsdale, AZ will act as transfer agent for the Company's common stock.
However, the Company may appoint a different transfer agent or act as its own
until a merger candidate can be identified.A
{M3042677;1}
