STOCK PURCHASE AGREEMENT
THIS
STOCK PURCHASE AGREEMENT
(the "Agreement") is entered into on the 7th day of March, 2008, by and among
U.S.A. Capital Management Group, Inc., a Florida corporation (“Buyer”), Talles
Family Holdings (“Seller”), and Sadhana Equity Investment, Inc., a Florida
corporation (the “Company”).
EXPLANATORY
STATEMENT
WHEREAS,
Seller desires to
sell, and Buyer desires to acquire, all of the outstanding common stock of
the
Company (the "Common Stock"), on the terms described below; and
WHEREAS,
the Company and Buyer
desire that Law Offices of Xxxxxxx X. Xxxxxxx, P.A. continue to serve as legal
counsel to the Company and provide on-going legal services, including advice
on
corporate and securities law matters.
NOW,
THEREFORE, in
consideration of the premises and the mutual covenants, conditions and promises
hereinafter set forth, the parties hereto agree as follows:
1. PURCHASE
AND
SALE.
1.1 Shares. On
the terms and subject to the conditions herein provided, Seller agrees to sell,
transfer and assign to Buyer, and Buyer agrees to purchase and acquire from
Seller, on the Closing Date (as defined in Section 1.4 below), Five Million
(5,000,000) shares (the “Shares”) of Common Stock, which constitute all of the
issued and outstanding capital stock of the Company.
1.2 Excluded
Liabilities. Buyer will not acquire, and Seller shall pay or
cause the Company to pay, all of the Company’s liabilities as of the Closing
Date.
1.3 Purchase
Price.
(1) Purchase
Price. The aggregate purchase price for the Shares to be sold
by Seller and to be purchased by Buyer is Five Thousand Dollars ($5,000), which
is payable upon the closing of this Agreement.
(2) Manner
of
Payment. Buyer shall pay the Purchase Price by wire transfer
of immediately available funds to an account designated by Seller.
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1.4 Closing;
Effective
Date. Subject to the satisfaction of the conditions stated in
Section 6, the closing of the transactions contemplated by this Agreement (the
“Closing”) shall take place at the Seller's office at 12:00 p.m. E.S.T. on the
date first above written (the “Closing Date”).
1.5 Transactions
and Documents
at Closing.
(1) Deliveries
by Seller and the
Company. At the Closing, Seller and the Company shall deliver
to Buyer:
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(1)
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the
certificate representing the Shares in proper form for transfer to
Buyer;
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(2)
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the
resignation of the Company’s sole officer and
director;
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(3)
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the
stock ledger, minute book, corporate seal and books and records of
the
Company; and
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(4)
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a
certified copy of all necessary corporate action approving the Company’s
execution, delivery and performance of this
Agreement.
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(2) Deliveries
by
Buyer. At the Closing, Buyer shall deliver to
Seller:
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(1)
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payment
of the Purchase Price; and
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(2)
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a
certified copy of all necessary corporate action approving Buyer’s
execution, delivery and performance of this
Agreement.
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2. ADDITIONAL
AGREEMENTS.
2.1 Legal
Services. The Company shall continue to engage the Law Offices
of Xxxxxxx X. Xxxxxxx, P.A. to serve as legal counsel to the Company and provide
on-going legal services, including advice on corporate and securities law
matters. The term of such engagement shall be for a period of one
year, commencing on the Closing Date, and ending on the first anniversary of
the
Closing Date (the “Term”). If such engagement is not terminated by
the Company prior to ninety (90) days before the expiration of the Term (or
any
extension thereof), the Term shall automatically be extended for an additional
one year period. This automatic extension shall apply to each
subsequent one year period that the Term is extended.
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2.2 Cooperation;
Further
Assurances. Each of the parties hereto will cooperate with the
other and execute and deliver to the other parties hereto such other instruments
and documents, provide such other notices or communications and take such other
actions as may be reasonably requested from time to time by any other party
hereto as necessary to carry out the intended purposes of this
Agreement.
3. REPRESENTATIONS,
COVENANTS
AND WARRANTIES OF SELLER AND THE COMPANY.
To
induce
Buyer to enter into this Agreement and to consummate the transactions
contemplated hereby, Seller and the Company represent and warrant to and
covenant with Buyer as follows:
3.1 Organization. The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Florida. Seller is a general
partnership validly existing and in good standing under the laws of the State
of
Florida.
3.2 Execution;
No Inconsistent
Agreements.
(1) The
execution and delivery of this Agreement and the performance of the transactions
contemplated hereby have been duly and validly authorized and approved by Seller
and the Company, and this Agreement is a valid and binding agreement of Seller
and the Company, enforceable against Seller and the Company in accordance with
its terms.
(2) The
execution and performance of this Agreement by Seller does not constitute a
breach or violation of the organizational or governing documents of Seller
or
the Company, or a material default under any of the terms, conditions or
provisions of (or an act or omission that would give rise to any right of
termination, cancellation or acceleration under) any agreement or obligation
to
which Seller or the Company is a party.
3.3 Title
to
Shares. Seller shall transfer to Buyer good and valid title to
the Shares, free and clear of all liens and encumbrances.
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4. REPRESENTATIONS,
COVENANTS
AND WARRANTIES OF BUYER.
To
induce
Seller and the Company to enter into this Agreement and to consummate the
transactions contemplated hereby, Buyer represents and warrants to and covenants
with Seller and the Company as follows:
4.1 Organization;
Compliance. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Florida.
4.2 Execution;
No Inconsistent
Agreements; Etc.
(1) The
execution and delivery of this Agreement and the performance of the transactions
contemplated hereby have been duly and validly authorized and approved by Buyer
and this Agreement is a valid and binding agreement of Buyer, enforceable
against Buyer in accordance with its terms.
(2) The
execution and delivery of this Agreement by Buyer does not, and the consummation
of the transactions contemplated hereby will not, constitute a breach or
violation under any of the terms, conditions or provisions of (or an act or
omission that would give rise to any right of termination, cancellation or
acceleration under) any agreement or obligation to which Buyer is a
party.
4.3 Investment
Representation. Buyer understands and acknowledges that (a)
the Shares have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”), or under any state securities laws in reliance upon
exemptions provided thereunder and that the Shares may not be transferred or
sold except pursuant to the registration provisions of the Securities Act or
pursuant to an applicable exemption therefrom and pursuant to state securities
laws and regulations, as applicable, and (b) the representations and warranties
contained herein are being relied upon by the Company and Seller as a basis
for
the exemption for the transfer of the Shares pursuant to this Agreement under
the registration requirements of the Securities Act and any applicable state
securities laws. Buyer is acquiring the Shares for Buyer's own
account for the purpose of investment and not with a view to, or for sale in
connection with, any distribution thereof in violation of the Securities
Act. Buyer has had the opportunity to review the books and records of
the Company and has been furnished or provided access to such relevant
information that Buyer has requested. Buyer is knowledgeable,
sophisticated and experienced in business and financial matters of the type
contemplated by this Agreement and is able to bear the risks associated with
an
investment in the Company. Buyer has considered the investment in the
Shares and has had an opportunity to ask questions of and receive answers from
the sole officer and director of the Company about the Shares and the business
and financial condition of the Company sufficient to enable it to evaluate
the
risks and merits of its investment in the Company.
4.4 Status
of
Buyer. Buyer is an “accredited investor" within the meaning of
Rule 501 promulgated under the Securities Act.
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5. BUYER'S
ACCESS TO
INFORMATION AND ASSETS. Buyer and its authorized
representatives, at Buyer’s own expense, shall have access to the books,
records, employees, counsel, accountants, and other representatives of the
Company at all times reasonably requested by Buyer for the purpose of conducting
an investigation of the Company's financial condition, corporate status,
operations, business, assets and properties.
6. CLOSING
CONDITIONS.
6.1 Conditions
to Obligations of
Seller. The obligations of Seller to carry out the
transactions contemplated by this Agreement are subject, at the option of
Seller, to the following conditions:
(1) Buyer
shall have furnished Seller with a certified copy of all necessary corporate
action on its behalf approving its execution, delivery and performance of this
Agreement.
(2) All
representations and warranties of Buyer contained in this Agreement shall be
true and correct in all material respects at and as of the Closing, as if such
representations and warranties were made at and as of the Closing, and Buyer
shall have performed and satisfied in all material respects all covenants and
agreements required by this Agreement to be performed and satisfied by Buyer
at
or prior to the Closing; provided, however, that Seller shall not be entitled
to
refuse to consummate the transactions contemplated by this Agreement in reliance
upon its own breach or failure to perform.
(3) Buyer
shall have executed and delivered to Seller the documents referred to in Section
1.5.2.2.
6.2 Conditions
to Obligations of
Buyer. The obligations of Buyer to carry out the transactions
contemplated by this Agreement are subject, at the option of Buyer, to the
satisfaction of the following conditions:
(1) The
Company shall have furnished Buyer with a certified copy of all necessary
corporate action on its behalf approving its execution, delivery and performance
of this Agreement.
(2) All
representations and warranties of Seller and the Company contained in this
Agreement shall be true and correct in all material respects at and as of the
Closing, as if such representations and warranties were made at and as of the
Closing, and Seller and the Company shall have performed and satisfied in all
material respects all agreements and covenants required by this Agreement to
be
performed and satisfied by Seller and the Company at or prior to the Closing;
provided, however, that Buyer shall not be entitled to refuse to consummate
the
transactions contemplated by this Agreement in reliance upon its own breach
or
failure to perform.
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(3) Seller
and the Company shall have executed and delivered to Buyer the documents
referred to in Section 1.5.1.
7. MISCELLANEOUS.
7.1 Notices.
(1) All
notices, requests, demands, or other communications required or permitted
hereunder shall be in writing and shall be deemed to have been duly given upon
receipt if delivered in person, one (1) business day after the date of mailing
by Federal Express or other reputable overnight courier service or upon the
expiration of three (3) days after the date of posting, if mailed by certified
mail return receipt requested, postage prepaid, to the parties at the following
addresses:
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(i)
If to Seller or Company:
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Talles
Family Holdings
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000
XX
00xx
Xxxxxx
Xxxx
Xxxxx, Xxxxxxx 00000
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(ii) If
to Buyer:
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U.S.A.
Capital Management Group, Inc.
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00000
Xxx
Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx,
Xxxxxxxxxx 00000
(2) Any
party
may change the address to which notices, requests, demands or other
communications to such party shall be delivered or mailed by giving notice
thereof to the other parties hereto in the manner provided herein.
7.2 Counterparts;
Entire
Agreement. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same agreement. This Agreement supersedes all
prior discussions and agreements between the parties with respect to the subject
matter hereof, and this Agreement contains the sole and entire agreement among
the parties with respect to the matters covered hereby. This
Agreement shall not be altered or amended except by an instrument in writing
signed by or on behalf of all of the parties hereto.
7.3 Governing
Law. The validity and effect of this Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of Florida.
7.4 Successors
and Assigns;
Assignment. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,
executors, legal representatives, and successors; provided, however, that no
party hereto may assign this Agreement or any of its rights hereunder, in whole
or in part, except upon the prior written consent of the other parties
hereto.
[SIGNATURES
CONTINUED ON THE FOLLOWING PAGE]
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IN
WITNESS WHEREOF, the
parties have executed this Agreement on the date first above written.
SELLER:
TALLES
FAMILY HOLDINGS
By: /s/
Xxxxx X.
Xxxxxx
Xxxxx
X. Xxxxxx, General Partner
COMPANY:
By: /s/
Xxxxx X.
Xxxxxx
Xxxxx
X. Xxxxxx, President
BUYER:
U.S.A.
CAPITAL MANAGEMENT GROUP, INC.
By:
/s/ Xxxx
Xxxxxx
Xxxx
Xxxxxx, Chief Executive Officer
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