STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, dated as
of this 28th day of September, 2009 and made effective as of August 4, 2009 (the
“Effective Date”) by and between CROWN MARKETING CORPORATION (“Buyer”), a Nevada
corporation having a principal place of business at 0000 Xxxx Xxxxxxxxxx #000,
Xxx Xxxxx, Xxxxxx 00000, and TAXMASTERS, INC. formerly known as CROWN PARTNERS,
INC., a Nevada corporation having its principal place of business at 000 Xxxx
& Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, XX 00000 (“Seller”).
RECITALS:
WHEREAS, Buyer provides
financial public relations and consulting services to companies worldwide and
has achieved success for its customers;
WHEREAS, Buyer is presently
working closely with Crown Equity Holdings, Inc. ("Crown Equity"), a majority
owned subsidiary of Seller;
WHEREAS, on August 4, 2009,
Seller acquired all of the outstanding shares of common stock of TaxMasters,
Inc., ("TaxMasters"), a Nevada corporation, in an exchange of shares of Seller’s
common stock and certain preferred stock for all of the issued and outstanding
shares of TaxMasters, Inc. under Section 368(a)(1)(B) of the Internal Revenue
Code (the “Share Exchange”);
WHEREAS, as a result of the Share
Exchange, TaxMasters become a wholly-owned subsidiary of
Seller.
WHEREAS, as a result of the
Share Exchange, Seller has become engaged in the business of assisting taxpayers
with matters at the Internal Revenue Service, especially the resolution of
disputes and assessments and the settlement of tax liabilities and Seller seeks
to cease its involvement in the financial public relations for other companies,
such as the services being provided by Crown Equity;
WHEREAS, Buyer is desirous of
acquiring the shares of Crown Equity common stock presently owned by Seller in
exchange for providing financial public relation services to
Seller;
WHEREAS, Seller is desirous of
using Buyer's services and is willing to transfer its shares of Crown Equity to
Buyer in exchange for Buyer's services; and
WHEREAS, the parties have
negotiated and have reached certain understandings and desire this agreement to
evidence and formalize such understandings.
NOW, THEREFORE, intending to
be legally bound and in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties have agreed, and do
hereby agree, as follows:
1. (a) Upon the terms and conditions of
this Agreement, Seller hereby agrees to
sell to Buyer, a total of 44,079,410 shares (the “Shares”) of the Common Stock
of Crown Equity Holdings, Inc. (“Crown Equity”) in consideration for advertising
program services to be provided to Seller for a 12 month period which Buyer will
provide immediately after the closing hereunder (the “PR Services”) which PR
Services are valued at $60,000. The Shares shall represent all the shares of
Crown Equity owed by Seller. The Shares shall be restricted securities as that
term is defined in the Securities Act of 1933, as amended (the "Securities Act")
and shall bear the appropriate restrictive legends on the
certificate.
(b) Upon the terms and conditions of
this Agreement, Buyer hereby agrees to purchase from Seller, the Shares in
consideration for the PR Services valued at $60,000. The term of the PR
Services shall be for a period of twelve months commencing on the first business
day after the Closing (as defined below) (the “Service Period”).
(c)
The purchase and
sale of the Shares shall take place remotely via the exchange of documents and
signatures, at 10:00 a.m., on the date hereof, or at such other time and place
as Seller and Buyer mutually agree upon, orally or in writing (which time and
place are designated as the “Closing”).
(d) At
the Closing, the Company shall deliver to Seller one or more certificates
representing the Shares being purchased by Buyer, duly endorsed in blank or
accompanied by a duly executed assignment document at such Closing against the
delivery by Buyer of an agreement for the providing of PR Services for the
Service Period signed by Buyer in form and substance reasonably satisfactory to
Seller and its legal counsel (the “PR Service Agreement”).
(e) The
Shares being sold and purchased under this Agreement and the consideration for
such Shares are considered by all parties to be unique and that a failure
of Seller to sell, or for Buyer to pay the consideration
for, the Shares (assuming that all conditions precedent have been met), monetary
damages would be inadequate and therefore the Seller and the Buyer, and each of
them, expressly acknowledge that no remedy at law would be adequate and that any
party shall be entitled to a decree or order of specific performance directing
the sale and purchase as contemplated by this Agreement.
2.
Each party shall be obligated to close the purchase and sale
of the Shares upon the following conditions:
(a)
The representations of the Seller contained in Section 3 below shall be true and
correct, in all material respects, on and as of the date of Closing;
and
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(b) The
representations of the Buyer contained in Section 4 below shall be true and
correct, in all material respects, on and as of the date of
Closing.
3.
Seller represents and warrants to Buyer that to the best of Seller’s
knowledge:
(a)
The Shares are duly issued, fully-paid and non-assessable;
and
(b)
Seller has clear
legal title and beneficial ownership of the Shares and there is no restriction
on their sale or transfer of such Shares other than that imposed by securities
law restrictions; and
(c)
The Shares being sold are free and clear of any and all adverse claims and
any and all liens, encumbrances, pledges, hypothecations, and third-party
interests or participation; and
(d)
The Shares being sold are free of any claim or offset by Crown Equity;
and
(e) The
Shares are not subject to any prior contract, agreement or understanding for
their sale, transfer, or distribution or to any right of first refusal with
respect to the purchase thereof; and
(f)
Seller has no liability or obligation to pay any fees or
commissions to any broker, finder, or agent with respect to the transactions
contemplated by this Agreement for which Buyer could become liable or obligated;
and
(g)
The execution, delivery and performance of this Agreement and
the sales transactions contemplated hereby do not require the consent, authority
or approval of any other person or entity except such as have been
obtained. Seller has full power and authority (including full corporate
power and authority) to execute and deliver this Agreement and to perform its
obligations hereunder. This Agreement constitutes the valid and legal
obligation of Seller, enforceable in accordance with its terms and
conditions.
4.
Buyer represents and warrants to Seller
that:
(a)
Buyer has full power and
authority (including full corporate power and authority) to execute and deliver
this Agreement and to perform its obligations hereunder. This Agreement
constitutes the valid and legally binding obligation of the Buyer, enforceable
in accordance with its terms and conditions. Buyer need not give any notice to,
make any filing with, or obtain any authorization, consent, or approval of any
government or governmental agency in order to consummate the transactions
contemplated by this Agreement.
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(b) The
PR Service Agreement, when executed and delivered to Seller at the Closing, will
constitute the valid and legally binding obligation of the Buyer and Crown
Equity, enforceable in accordance with its terms and conditions. Neither the
execution and the delivery of the PR Service Agreement, nor the consummation of
the transactions contemplated thereby, will (A) violate any constitution,
statute, regulation, rule, injunction, judgment, order, decree, ruling, charge,
or other restriction of any government, governmental agency, or court to which
the Buyer or Crown Equity is subject or any provision of their respective
charter or bylaws or (B) conflict with, result in a breach of, constitute a
default under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice under any
agreement, contract, lease, license, instrument, or other arrangement to which
Buyer or Crown Equity is a party or by which it is bound or to which any of its
assets is subject.
(c) Buyer
has no liability or obligation to pay any fees or commissions to any broker,
finder, or agent with respect to the transactions contemplated by this Agreement
for which any Seller could become liable or obligated.
(d) Buyer
(A) understands that the Shares have not been, and will not be, registered under
the Securities Act, or under any state securities laws, and are being offered
and sold in reliance upon federal and state exemptions for transactions not
involving any public offering, (B) is acquiring the Shares solely for its own
account for investment purposes, and not with a view to the distribution
thereof, (C) is a sophisticated investor with knowledge and experience in
business and financial matters, (D) has received certain information concerning
Crown Equity and has had the opportunity to obtain additional information as
desired in order to evaluate the merits and the risks inherent in holding the
Shares, (E) is able to bear the economic risk and lack of liquidity inherent in
holding the Shares, and (F) is an accredited investor as such term is defined in
Rule 501 of Regulation D promulgated under the Securities Act.
5.
Beginning on and after the date of Closing and for a period of
one year thereafter (the “Indemnification Period”), Buyer shall indemnify,
defend and hold harmless Seller, its stockholders, officers, directors,
agents, employees, successors and assigns (collectively the “Seller
Indemnitees” and individually a “Seller Indemnitee”) from and against any and
all losses, damages, penalties, costs, charges, fees, judgments, expenses,
Taxes, Liabilities, obligations and Actions of any kind (including reasonable
fees and disbursements of counsel) damage, loss, expense, cost or other
deficiency sustained by any Seller Indemnitee as a result of any of the debts,
liabilities and/or obligations of Crown Equity or any claim, action, suit,
demand, assessment or proceeding with respect thereto (all referred to
hereinafter together as a “Claim”) made against a Seller Indemnitee, whether
accrued, absolute, contingent or otherwise, known or unknown, and regardless
whether such Claim existed at, or arises out of transactions entered into or
events occurring prior to, the date of Closing or thereafter.
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6. This
Agreement shall be binding on, inure to the benefit of and be enforceable by and
against Seller and Buyer and/or their respective heirs, beneficiaries, personal
representatives, successors and assigns.
7. This
Agreement is performable in whole or in part in the State of Nevada and shall be
interpreted and construed in accordance with and shall be governed by the laws
of the State of Nevada. Seller and Buyer irrevocably agrees that any
legal action or proceeding with respect to the Agreement may be brought by any
other party hereto or its successors in the state and Federal courts located in
the State of Nevada, and each party hereby irrevocably submits with regard to
any such action or proceeding for itself and in respect to its property,
generally and unconditionally, to the non-exclusive jurisdiction of the
aforesaid courts.
8. Seller and Buyer each waives any
right to a trial by jury in any action to enforce or defend any right,
obligation or claim under this Agreement and agrees that any action shall be
tried before a court and not before a jury, whether such right, obligation or
claim arises by way of claim, counterclaim, third party claim or in any other
form of pleading or procedure.
9. This
Agreement may be executed in multiple counterparts (including by means of
scanned and e-mailed or faxed signature pages), each of which shall be deemed an
original but all of which together shall constitute one and the same
instrument.
10.
Any term or provision of this Agreement that is invalid or unenforceable in any
situation or in any jurisdiction shall not affect the validity or enforceability
of the remaining terms and provisions hereof or the validity or enforceability
of the offending term or provision in any other situations or in any other
jurisdiction.
11. This
Agreement, including this Paragraph 11, may be amended only by a written
instrument signed by the party to be charged.
[Signatures
appear on next page]
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IN WITNESS WHEREOF, the parties hereto
have hereunto set their hands and seals and duly executed this License Agreement
on the date(s) indicated below, to be effective the day and year first above
written.
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TAXMASTERS,
INC.
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Formerly
known as Crown Partners, Inc.
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By:/s/
Xxxxxxx X. Xxxxxxx
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Name:Xxxxxxx
X. Xxxxxxx
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Title:
Acting General Counsel
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CROWN
MARKETING CORPORATION
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By:/s/
Xxxx Xxxxxx Xxxxxx
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Xxxx
Xxxxxx Xxxxxx, President
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