SHARE PURCHASE AGREEMENT
EXHIBIT
10.1
THIS SHARE PURCHASE AGREEMENT
(the "Agreement") is entered into on the 29th day of October, 2009, by and
between Xxxxxxxxx X. Xxxxx (“Buyer”) and U.S.A. Capital Management Group, Inc.
(“Seller”).
EXPLANATORY STATEMENT
WHEREAS, Seller desires to
sell, and Buyer desires to acquire, all of the outstanding common stock of
Sadhana Equity Investment, Inc., on the terms described below.
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 of Sadhana Equity Investment,
Inc. (the “Company”). The Company has issued and outstanding an
aggregate of Five Million (5,000,000) shares of Common Stock.
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 Thirteen Thousand Dollars ($13,000),
which is payable upon the closing of this Agreement.
(2) Manner of
Payment. Buyer shall pay the Purchase Price by cashier’s check
or wire transfer of immediately available funds to an account designated by
Seller.
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 10:00 a.m. Miami, Florida
time on the date first above written (the “Closing Date”).
1.5 Transactions and Documents
at Closing.
(1) Deliveries by
Seller. At the Closing, Seller 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 Seller’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 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.
To induce
Buyer to enter into this Agreement and to consummate the transactions
contemplated hereby, Seller represents and warrants to and covenant with Buyer
as follows:
3.1 Organization. The
Seller warrants that the Company is a corporation legally formed and organized
and in good standing under the laws of the State of Florida, and has the
corporate power and authority to carry on the business it is now
executing.
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 this Agreement is a valid and binding agreement of Seller,
enforceable against Seller 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.
3.4 SEC
Filings. The Seller warrants that the Company has filed with
the United States Securities and Exchange Commission (“SEC”) a registration
statement on Form 10-SB effective pursuant to the Securities Exchange Act of
1934, as amended (the “Exchange Act”) and the Company meets the criteria of a
reporting company, as established under Section 12(g) of the Exchange
Act. The Seller warrants that the Company is current on all reports
required to be filed by it pursuant to Sections 13 and 15 of the Exchange
Act.
3.5 No
Litigation. The Seller warrants that the there are no legal
actions, suits, arbitrations, or other administrative, legal or governmental
proceedings threatened or pending against the Company and/or Seller or against
the Seller or other employee, officer, director or stockholder of
Company. 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.
3.6 No
Subsidiaries. The Seller warrants that the Company has no
subsidiaries or any direct or indirect ownership interest in any other
corporation, partnership, association, firm or business in any
manner.
3.7 No Employee
Benefits. The Seller warrants that the Company 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.
3.8 No Finder’s
Fees. The Seller warrants that no person or entity has, or
will have, any right, interest or valid claim against the Company 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 Company and/or Seller or anyone acting on behalf of the
Company and/or Seller.
3.9 No Third Party
Agreements. The Seller warrants that the Company has not
conducted any business and/or entered into any agreements with third
parties.
3.10 No Liabilities or
Assets. Seller warrants that the Company is being transferred
to Buyer with no liabilities and little or no assets.
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3.11 Warranty. The
Seller warrants that the Seller shall defend and hold Buyer and the Company
harmless against any action by any third party against either of them arising
out of, or as a consequence of, any act or omission of Seller or the Company
prior to, or during the closing contemplated by this Agreement.
4. REPRESENTATIONS, COVENANTS
AND WARRANTIES OF BUYER.
To induce
Seller to enter into this Agreement and to consummate the transactions
contemplated hereby, Buyer represents and warrants to and covenants with Seller
as follows:
4.1 Authorization. Buyer
warrants that he has the power and authority to execute and deliver this
Agreement, to perform his obligations hereunder and to consummate the
transactions contemplated hereby.
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, 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 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.
4.5 No
Solicitation. Buyer warrants that at no time was Buyer
presented with, or solicited by or through any leaflet, public promotional
message or any other form of general solicitation or advertising promoting the
sale of the Shares that are the subject of this Agreement.
4.6 Rule
144. Buyer hereby represents his acknowledgment and consent
that the Shares that are the subject of this Agreement, are deemed to be
“restricted securities” pursuant to Rule 144 of the Securities Act of 1933, as
amended (the “Securities Act”), and, therefore, will transfer to Buyer upon
Closing subject to the resale requirements of Rule 144.
4.7 SEC
Filings. Buyer hereby represents and warrants, under penalty
of perjury, that he will file any and all documents required by the SEC to
record the sale and transfer of ownership of the Company, and the change in
corporate governance of the Company, in a timely and fully compliant
manner.
4.8 No Finder’s
Fees. Buyer warrants that no person or entity has, or will
have, any right, interest or valid claim against Seller 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 Buyer or anyone acting on behalf of Buyer.
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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 action, if
any, 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).
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) Seller
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 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
shall have performed and satisfied in all material respects all agreements and
covenants required by this Agreement to be performed and satisfied by Seller 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.
(3) Seller
shall have executed and/or 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:
(i) If
to
Seller: U.S.A.
Capital Management Group, Inc.
00000 Xxx
Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx,
Xxxxxxxxxx 00000
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(ii) If
to Buyer:
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Xxxxxxxxx
X. Xxxxx
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00000 00xx
Xxxxxx X
Xxxxxx Xxxx,
Xxxxxxx 00000
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(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; Amendment. 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;
Venue. 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. Each party irrevocably and unconditionally: (a) agrees
that any legal proceeding relating to this Agreement must be brought in the
state courts in Miami, Florida, or the United States District Court for the
Southern District of Florida; (b) consents to the jurisdiction of each such
court in any suit, action or proceeding; (c) waives any objection which it may
have to the laying of venue of any proceeding in any such court; and (d) agrees
that service of any court paper may be effected on it by mail, or in such other
manner as may be provided under applicable laws or court rules in 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 or transfer this Agreement or any of its rights
hereunder, in whole or in part, except upon the prior written consent of the
other party hereto.
IN WITNESS WHEREOF, the
parties have executed this Agreement on the date first above
written.
SELLER:
U.S.A.
CAPITAL MANAGEMENT GROUP, INC.
By: /s/ Xxxx
Xxxxxx
Xxxx
Xxxxxx, President
BUYER:
/s/
Xxxxxxxxx X.
Xxxxx
Xxxxxxxxx
X. Xxxxx
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