STOCK PURCHASE AGREEMENT
Exhibit
10.29
This
Stock Purchase Agreement (the “Agreement”) is made as of this 5th day of March,
2008 by and among Tri-State
Employment Services, Inc. a corporation with offices located at 000
Xxxxxxxx, 00 Xxxxx, Xxx Xxxx, XX 00000 (the “Buyer”) and Accountabilities, Inc.,
a Delaware corporation (the “Company”) with offices located at 000 Xxxxx 0
Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxxxx 00000.
WHEREAS,
the Buyer wishes to buy and the Company wishes to sell 1,000,000 shares of the
Company’s Common Stock;
NOW,
THEREFORE, in consideration of the mutual promises and covenants contained in
this Agreement, and for other valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as
follows:
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1.
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Purchase of
Shares . The Company hereby sells to the Buyer, and
the Buyer hereby purchases from the Company, 1,000,000 shares of the
Company’s Common Stock (the “Shares”) for an aggregate purchase price (the
“Purchase Price”) of TWO HUNDRED THOUSAND and 00/100 DOLLARS ($200,000),
which will be comprised of the following
consideration:
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(a)
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FIFTY
THREE THOUSAND FIVE HUNDRED AND TWO and 00/100 DOLLARS ($53,502) payable
by wire transfer or certified
check
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(b)
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Conversion
of outstanding invoices payable due from the Company to the Buyer
amounting to TWENTY SIX THOUSAND FOUR HUNDRED AND NINETY EIGHT and 00/100
DOLLARS ($26,498)
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(c)
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Conversion
of the loan dated February 23, 2007 in the principal amount of $950,000
due from the Company to the Buyer with a current outstanding principal
amount of ONE HUNDRED AND TWENTY THOUSAND and 00/100 DOLLARS
($120,000)
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2.
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Representations of the
Company . The Company hereby represents and warrants
to the Buyer as follows:
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(a)
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The
Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of New
Jersey.
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(b)
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The
Company has the full corporate power and authority to enter into this
Agreement and to perform its obligations
hereunder.
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(c)
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The
Shares of Common Stock sold and issued to the Buyer pursuant to this
Agreement are duly authorized, validly issued and
non-assessable.
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3.
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Representations of the
Buyer. The Buyer hereby represents and warrants to
the Company as follows:
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1
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(a)
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The
Company has made available to the Buyer the opportunity to ask questions
of, and receive answers from, the officers of the Company concerning the
Company and its business. The Buyer acknowledges that he/she
has purchased the Shares without being furnished any
prospectus.
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(b)
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The
Shares have been acquired for investment and not with a view to the resale
or distribution of such securities. Such Shares are being
acquired by the Buyer for his/her own account and with his/her own funds,
and no other person shall have a direct or indirect beneficial interest in
such securities.
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(c)
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The
Buyer understands that the Company engages in a highly competitive
business and there can be no assurance that it will be able to operate
profitably. This investment is highly speculative investment and involves
a high degree of risk and is not recommended for any investor who cannot
afford the risk of losing his/her entire
investment.
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(d)
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The
Buyer understands that none of the Shares have been registered under the
Securities Act of 1933, as amended (the “Securities Act”), in reliance on
an exemption for private offerings. Because the Company has no
obligation to effect such registration, the Buyer may have to continue to
bear the economic risk of their ownership of such securities for an
indefinite period; and Buyer will not be permitted to transfer any of such
securities in the absence of an opinion of counsel, if requested,
satisfactory to the Company that registration is not required under the
Securities Act and under applicable state securities
laws.
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4.
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Governing
Law. This Agreement and its validity, construction
and performance shall be governed in all respects by the laws of the State
of Delaware, without giving effect to principles of conflict of
laws.
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5.
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Severability. If
any provisions of this Agreement or the application of any provision
hereof to any person or circumstance is held invalid, the remainder of
this Agreement and the application of such provision to other persons or
circumstances shall not be affected unless the provision held invalid
shall substantially impair the benefits of the remaining portions of this
Agreement.
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6.
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Benefit of Parties,
Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective personal
representatives, heirs, successors and assigns. This Agreement
may not be assigned by any party hereto except with the prior written
consent of the other party
hereto.
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7.
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Headings. The
headings in the sections of this Agreement are inserted for convenience of
reference only and shall not constitute a part
hereof.
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8.
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Construction. As
used in this Agreement, words in the singular shall be construed as
including the plural and vice versa and words in one gender shall include
all genders unless the context shall clearly require
otherwise.
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2
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9.
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Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall
be an original, but all of which together shall constitute one and the
same instrument.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be executed
as of the day and year first above written.
| Tri-State Employment Services, Inc. | ACCOUNTABILITIES, INC. | |||
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/s/
Xxxx Xxxxxxx
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/s/
Xxxxxxx XxxXxxxxxx
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Name:
Xxxx Xxxxxxx
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Name:
Xxxxxxx XxxXxxxxxx
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Title:
Executive Vice President
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Title:
Chief Financial Officer
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