Stock Purchase Agreement
THIS STOCK PURCHASE AGREEMENT
(this “Agreement”) is made effective as of
the 17 day of June , 2010, by
and among Xxxxx Xxxxxxxxx (being herein referred to as the “Seller”),
Spartan Business Services Corporation., a Nevada corporation (“Spartan”) and
Reno Calabrigo (being herein referred to as “Purchaser”).
PRELIMINARY
STATEMENTS
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A.
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Seller
is an individual owning an aggregate of 10,000,000 shares of common stock
of Spartan and is willing to sell 10,000,000 shares of common stock of
Spartan (the “Common Stock”).
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B.
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Seller
desire to sell the Common Stock to Purchaser, and Purchaser desires to
purchase the Common Stock from Seller, on the terms, provisions and
conditions set forth herein.
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NOW, THEREFORE, in
consideration of the mutual agreements contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Seller and Purchaser do hereby agree as follows:
ARTICLE
I
Purchase and Sale of the
Common Stock
Section 1.01. Purchase and
Sale. On the Closing Date and upon the terms and subject to
the conditions set forth herein, the Seller shall deliver 10,000,000 shares of
Spartan Common Stock to the Purchaser free and clear of all liens, and Purchaser
shall purchase the Common Stock from the Seller in accordance with Section 1.02
below.
Section 1.02. Purchase
Price. The purchase price (the “Purchase
Price”) for the
Common Stock is $5,000.00
Section 1.03. Time and Place of
Closing. Subject to the satisfaction or waiver of the
conditions herein, the closing (the “Closing”) of the transactions
contemplated by this Agreement shall take place on or before June 17, 2010 or at such time, date or place as Seller and Purchaser may
agree.
Section 1.04. Delivery of the Common
Stock; Payment of Purchase Price. At Closing: (a)
the Seller shall deliver to the Purchaser the certificate(s) representing the
Common Stock, duly endorsed in blank or accompanied by stock powers duly
endorsed in blank, with all taxes attributable to the transfer and sale of the
Common Stock paid by the Seller; and (b) the Purchaser shall deliver to the
Seller Purchase Price in accordance with Section 1.02.
ARTICLE
II
Representations and
Warranties of Seller and Spartan
Subject to all of the terms, conditions
and provisions of this Agreement, the Sellers and Spartan hereby represent and
warrant to Purchaser, as of the date hereof and as of the Closing, as
follows:
Section 2.01. Organization and
Qualification. Spartan is a Nevada corporation duly organized,
validly existing and in good standing under the laws of the State of
Nevada. Spartan has all requisite power and authority, corporate or
otherwise, to own, lease and operate its assets and properties and to carry on
its business as now being conducted. Spartan does not have any
subsidiaries or predecessor corporations.
Section 2.02. Capitalization of Spartan;
Title to the Common Stock. There are 70,000,000 shares of
common stock authorized of Spartan, of which approximately 14,000,000 shares of
common stock are issued and outstanding, $0.001 par value per
share. All of the outstanding shares of common stock have been duly
authorized and validly issued, are fully paid and non assessable and are free of
preemptive rights. The Common Stock transferred by the Seller to
Purchaser will be free and clear of liens. There are no outstanding
or authorized subscriptions, options, warrants, calls, rights or other similar
contracts, including rights of conversion or exchange under any outstanding debt
or equity security or other contract, to which any of the Common Stock will be
subject or obligating the Seller and/or Spartan to issue, deliver or sell, or
cause to be issued, delivered or sold, any other shares of capital stock of
Spartan or any other debt or equity securities convertible into or
evidencing the right to subscribe for any such shares of capital stock or
obligating the Seller and/or Spartan to grant, extend or enter into any such
contract. There are no voting trusts, proxies or other contracts to
which Seller and/or Spartan are a party or are bound with respect to the voting
of any shares of capital stock of Spartan. The Seller has full legal
right to sell, assign and transfer the Common Stock to Purchaser and will, upon
payment for the Common Stock and delivery to Purchaser of a certificate or
certificates representing the Common Stock, transfer good and indefeasible title
to the Common Stock to Purchaser, free and clear of liens.
Section 2.03. Authority. The
Seller has all requisite power and authority, corporate or otherwise, to execute
and deliver this Agreement and to consummate the transactions contemplated
hereby and thereby. The Seller and Spartan have duly and validly
executed and delivered this Agreement and will, on or prior to the Closing,
execute, such other documents as may be required hereunder and, assuming the due
authorization, execution and delivery of this Agreement by the parties hereto
and thereto, this Agreement constitutes, the legal, valid and binding obligation
of the Seller and Spartan, as applicable, enforceable against the Seller and
Spartan, as applicable, in accordance with its terms, except as such enforcement
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditors’ rights generally and general equitable
principles.
Section 2.04. No
Conflict. The execution and delivery by the Seller and Spartan
of this Agreement and the consummation of the transactions contemplated hereby
and thereby, do not and will not, by the lapse of time, the giving of notice or
otherwise: (a) constitute a violation of any law; (b) constitute a
breach or violation of any provision contained in the Articles of Incorporation
or Bylaws of Spartan; (c) constitute a breach of any provision contained in, or
a default under, any governmental approval, any writ, injunction, order,
judgment or decree of any governmental authority or any contract to which the
Seller and/or Spartan are a party; or (d) result in or require the creation of
any lien upon the Common Stock.
Section 2.05. Consents and
Approvals. No governmental approvals and no notifications,
filings or registrations to or with any governmental authority or any other
person is or will be necessary for the valid execution and delivery by the
Seller and/or Spartan of this Agreement or the consummation of the transactions
contemplated hereby or thereby, or the enforceability hereof or thereof, other
than those which have been obtained or made and are in full force and
effect.
Section 2.06. Litigation. There
are no claims pending or, to the knowledge of the Seller and Spartan, threatened
against or affecting Spartan or any of its assets and properties before or by
any governmental authority or any other person. The Seller and
Spartan have no knowledge of the basis for any claim, which alone or in the
aggregate: (a) could reasonably be expected to result in any
liability with respect to Spartan; or (b) seeks to restrain or enjoin the
execution and delivery of this Agreement or the consummation of any of the
transactions contemplated hereby or thereby. There are no judgments
or outstanding orders, injunctions, decrees, stipulations or awards against
Spartan or any of its assets and properties.
Section 2.07. Brokers, Finders and
Financial Advisors. No broker, finder or financial advisor has
acted for Seller in connection with this Agreement or the transactions
contemplated hereby or thereby, and no broker, finder or financial advisor is
entitled to any broker’s, finder’s or financial advisor’s fee or other
commission in respect thereof based in any way on any contract with
Seller.
Section 2.08. Disclosure. The
schedules, documents, exhibits, reports, certificates and other written
statements and information furnished by or on behalf of Seller and/or Spartan to
the Purchaser do not contain any material misstatement of fact or, to the
knowledge of Seller and Spartan, omit to state a material fact necessary in
order to make the statements contained therein, in light of the circumstances
under which they were made, not misleading. Seller and Spartan have
not withheld any fact known to them which has or is reasonably likely to have a
material adverse effect with respect to Spartan.
Section 2.09. Ownership. The
Seller represents and warrants that Seller owns 10,000,000 shares of common
stock of Spartan that are subject to this Agreement.
ARTICLE
III
Representations and
Warranties of Purchaser
Subject to all of the terms, conditions
and provisions of this Agreement, Purchaser hereby represents and warrants to
the Seller, as of the date hereof and as of the Closing, as
follows:
Section
3.01. Authority. Purchaser
has all requisite power and authority to execute and deliver this Agreement and
to consummate the transactions contemplated hereby and
thereby. Purchaser has duly and validly executed and delivered this
Agreement and, assuming the due authorization, execution and delivery of this
Agreement by the other parties hereto and thereto, this Agreement constitutes
the legal, valid and binding obligation of Purchaser, enforceable against
Purchaser in accordance with its terms, except as such enforcement may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors’ rights generally and general equitable
principles.
Section 3.02. No
Conflict. The execution and delivery by Purchaser of this
Agreement and the consummation of the transactions contemplated hereby and
thereby do not and shall not, by the lapse of time, the giving of notice or
otherwise: (a) constitute a violation of any law; or (b) constitute a
breach of any provision contained in, or a default under, any governmental
approval, any writ, injunction, order, judgment or decree of any governmental
authority or any contract to which Purchaser is a party or by which Purchaser is
bound or affected.
Section 3.03. Consents and
Approvals. No governmental approvals and no notifications, filings or
registrations to or with any governmental authority or any other person is or
will be necessary for the valid execution and delivery by Purchaser of this
Agreement and the closing documents to which it is a party, or the consummation
of the transactions contemplated hereby or thereby, or the enforceability hereof
or thereof, other than those which have been obtained or made and are in full
force and effect.
Section 3.04. Litigation. There
are no claims pending or, to the knowledge of Purchaser, threatened, and
Purchaser has no knowledge of the basis for any claim, which either alone or in
the aggregate, seeks to restrain or enjoin the execution and delivery of this
Agreement or the consummation of any of the transactions contemplated hereby or
thereby. There are no judgments or outstanding orders, injunctions,
decrees, stipulations or awards against Purchaser which prohibits or restricts,
or could reasonably be expected to result in any delay of, the consummation of
the transactions contemplated by this Agreement.
Section 3.05. Brokers, Finders and
Financial Advisors. No broker, finder or financial
advisor has acted for Purchaser in connection with this Agreement or the
transactions contemplated hereby or thereby, and no broker, finder or financial
advisor is entitled to any broker’s, finder’s or financial advisor’s fee or
other commission in respect thereof based in any way on any contract with
Purchaser.
ARTICLE
IV
Covenants
Section 4.01. Further
Assurances. Seller, Spartan and Purchaser agree that, from
time to time, whether before, at or after the Closing, each of them will take
such other action and to execute, acknowledge and deliver such contracts, deeds,
or other documents (a) as may be reasonably requested and necessary or
appropriate to carry out the purposes and intent of this Agreement; or (b) to
effect or evidence the transfer to the Purchaser of the Common Stock held by or
in the name of the Seller.
Section 4.02. Conduct of
Business. Except as otherwise contemplated by this Agreement,
after the date hereof and prior to the Closing or earlier termination of this
Agreement, unless Purchaser shall otherwise agree in writing, Spartan
shall
(a) not
take or perform any act or refrain from taking or performing any act which would
have resulted in a breach of the representations and warranties set forth in
Article II;
(b) not
enter into any agreement, or extend an existing agreement that will survive
after the Closing;
(c) not
sell, pledge, lease, license or otherwise transfer any of their assets or
properties or make any payments or distributions to Spartan or any of its
affiliates; and
(d) not
make any payments or distributions of assets or properties to Spartan or its
shareholders.
Prior to
the Closing, Spartan shall exercise, consistent with the terms and conditions of
this Agreement, complete control and supervision of its operations.
Section 4.03. Public
Announcements. Except as required by law, without the prior
written approval of the other party, neither Seller, Spartan nor Purchaser will
issue, or permit any agent or affiliate thereof to issue, any press release or
otherwise make or permit any agent or affiliate thereof to make, any public
statement or announcement with respect to this Agreement or the transactions
contemplated hereby and thereby.
ARTICLE
V
Conditions
Section 5.01. Conditions to Obligations of
each of the Parties. The respective
obligations of each party to consummate the transactions contemplated hereby
shall be subject to the fulfillment at or prior to the Closing of the following
conditions: (a) no preliminary or permanent injunction or other order, decree or
ruling which prevents the consummation of the transactions contemplated by this
Agreement shall have been issued and remain in effect; (b) no claim shall have
been asserted, threatened or commenced and no law shall have been enacted,
promulgated or issued which would reasonably be expected to (i) prohibit the
purchase of, payment for or retention of the Common Stock by Purchaser or the
consummation of the transactions contemplated by this Agreement or (ii) make the
consummation of any such transactions illegal; and (c) all approvals legally
required for the consummation of the transactions contemplated by this Agreement
shall have been obtained and be in full force and effect at the
Closing.
Section 5.02. Conditions to Obligations of
Seller. The
obligations of Seller to consummate the transactions contemplated hereby shall
be subject to the fulfillment at or prior to the Closing Date of the following
additional conditions, except as Seller may waive in writing: (a) Purchaser
shall have complied with and performed in all material respects all of the
terms, covenants, agreements and conditions contained in this Agreement which
are required to be complied with and performed on or prior to Closing; and (b)
the representations and warranties of Purchaser in this Agreement shall have
been true and correct on the date hereof or thereof, as applicable, and such
representations and warranties shall be true and correct on and at the Closing
(except those, if any, expressly stated to be true and correct at an earlier
date), with the same force and effect as though such representations and
warranties had been made on and at the Closing.
Section 5.03. Conditions to Obligations of
Purchaser. The obligations of Purchaser to consummate the
transactions contemplated hereby shall be subject to the fulfillment at or prior
to Closing of the following additional conditions, except as Purchaser may waive
in writing: (a) the Seller and Spartan shall have complied with and performed in
all material respects all of the terms, covenants, agreements and conditions
contained in this Agreement which are required to be complied with and performed
on or prior to Closing; and (b) the representations and warranties of Seller and
Spartan in this Agreement shall have been true and correct on the date hereof or
thereof, as applicable, and such representations and warranties shall be true
and correct on and at the Closing (except those, if any, expressly stated to be
true and correct at an earlier date), with the same force and effect as though
such representations and warranties had been made on and at the
Closing.
ARTICLE
VI
Indemnification
Section 6.01. Indemnification of
Seller. Subject to the terms and conditions of this Article
VI, Purchaser agrees to indemnify, defend and hold harmless Seller, from and
against any and all claims, liabilities and losses which may be imposed on,
incurred by or asserted against, arising out of or resulting from, directly or
indirectly:
(a) the
inaccuracy of any representation or breach of any warranty of Purchaser
contained in or made pursuant to this Agreement which was not disclosed to
Seller in writing prior to the Closing; provided that no such
notification shall be deemed to waive or abrogate any right of Seller with
respect to conditions to Closing in Section 5.02;
(b) the
breach of any covenant or agreement of Purchaser contained in this Agreement;
or
(c) any
claim to fees or costs for alleged services by a broker, agent, finder or other
person claiming to act in a similar capacity at the request of Purchaser in
connection with this Agreement;
provided, however, that
Purchaser shall not be liable for any portion of any claims, liabilities or
losses resulting from a material breach by Seller, of any of its obligations
under this Agreement or from Seller’s gross negligence, fraud or willful
misconduct.
Section 6.02. Indemnification of
Purchaser. Subject to the terms and conditions of this Article
VI, from and after the Closing, Seller, agrees to indemnify, defend and hold
harmless the Purchaser, its respective affiliates, its respective present and
former directors, officers, shareholders, employees and agents and its
respective heirs, executors, administrators, successors and assigns (the “Purchaser
Indemnified Persons”), from and against any and all claims, liabilities
and losses which may be imposed on, incurred by or asserted against any
Purchaser Indemnified Person, arising out of or resulting from, directly or
indirectly:
(a) the
inaccuracy of any representation or breach of any warranty of the Seller or
Spartan contained in or made pursuant to this Agreement which was not disclosed
to Purchaser in writing prior to the Closing; provided that no such
notification shall be deemed to waive or abrogate any right of Purchaser with
respect to conditions to Closing in Section 5.03;
(b) the
breach of any covenant or agreement of Seller or Spartan contained in this
Agreement;
(c) the
conduct of the business of Spartan prior to the Closing; or
(d) any
claim to fees or costs for alleged services rendered by a broker, agent, finder
or other person claiming to act in a similar capacity at the request of the
Seller in connection with this Agreement;
provided, however, that
Seller and Spartan shall not be liable for any portion of any claims,
liabilities or losses resulting from a material breach by Purchaser of its
obligations under this Agreement or from a Purchaser Indemnified Person’s gross
negligence, fraud or willful misconduct.
ARTICLE
VII
Miscellaneous
Section 7.01. Notices. Any
and all notices, requests or other communications hereunder shall be given in
writing and delivered by: (a) regular, overnight or registered or certified mail
(return receipt requested), with first class postage prepaid; (b) hand delivery;
(c) facsimile transmission; or (d) overnight courier service, to the parties at
the following addresses or facsimile numbers:
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(i)
if to Seller, to:
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Xxxxx
Xxxxxxxxx
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Xxxxxx Xxxx Xxxxx
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Xxx
Xxxxx, Xxxxxx
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00000
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(ii)
if to Purchaser, to:
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Reno
Calabrigo
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or at such other address or number as shall be designated by either of the parties in a notice to the other party given in accordance with this Section 7.01. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given: (A) in the case of a notice sent by regular or registered or certified mail, three business days after it is duly deposited in the mails; (B) in the case of a notice delivered by hand, when personally delivered; (C) in the case of a notice sent by facsimile, upon transmission subject to telephone confirmation of receipt; and (D) in the case of a notice sent by overnight mail or overnight courier service, the next business day after such notice is mailed or delivered to such courier, in each case given or addressed as aforesaid.
Section 7.02. Benefit and
Burden. This Agreement shall inure to the benefit of, and
shall be binding upon, the parties hereto and their successors and permitted
assigns.
Section 7.03. No Third Party
Rights. Nothing in this Agreement shall be deemed to create
any right in any creditor or other person not a party hereto (other than the
Purchaser Indemnified Persons) and this Agreement shall not be construed in any
respect to be a contract in whole or in part for the benefit of any third party
(other than the Purchaser Indemnified Persons).
Section 7.04. Amendments and
Waiver. No amendment, modification, restatement or supplement
of this Agreement shall be valid unless the same is in writing and signed by the
parties hereto. No waiver of any provision of this Agreement shall be
valid unless in writing and signed by the party against whom that waiver is
sought to be enforced.
Section 7.05. Assignments. Purchaser
cannot assign any of its rights, interests and obligations under this
Agreement.
Section 7.06. Counterparts. This
Agreement may be executed in counterparts and by the different parties in
separate counterparts, each of which when so executed shall be deemed an
original and all of which taken together shall constitute one and the same
agreement.
Section 7.07. Captions and
Headings. The captions and headings contained in this
Agreement are inserted and included solely for convenience and shall not be
considered or given any effect in construing the provisions hereof if any
question of intent should arise.
Section 7.08. Construction. The
parties acknowledge that each of them has had the benefit of legal counsel of
its own choice and has been afforded an opportunity to review this Agreement
with its legal counsel and that this Agreement shall be construed as if jointly
drafted by the parties hereto.
Section 7.09. Severability. Should
any clause, sentence, paragraph, subsection, Section or Article of this
Agreement be judicially declared to be invalid, unenforceable or void, such
decision will not have the effect of invalidating or voiding the remainder of
this Agreement, and the parties agree that the part or parts of this Agreement
so held to be invalid, unenforceable or void will be deemed to have been
stricken herefrom by the parties, and the remainder will have the same force and
effectiveness as if such stricken part or parts had never been included
herein.
Section 7.10. Remedies. The
parties agree that the covenants and obligations contained in this Agreement
relate to special, unique and extraordinary matters and that a violation of any
of the terms hereof or thereof would cause irreparable injury in an amount which
would be impossible to estimate or determine and for which any remedy at law
would be inadequate. As such, the parties agree that if either party
fails or refuses to fulfill any of its obligations under this Agreement or to
make any payment or deliver any instrument required hereunder or thereunder,
then the other party shall have the remedy of specific performance, which remedy
shall be cumulative and nonexclusive and shall be in addition to any other
rights and remedies otherwise available under any other contract or at law or in
equity and to which such party might be entitled.
Section 7.11. Applicable
Law. THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
PROVINCE OF ONTARIO, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW
PRINCIPLES THEREOF.
Section 7.12. Submission to
Jurisdiction. Each of the parties hereby: (a) irrevocably
submits to the non-exclusive personal jurisdiction of any Ontario court, over
any claim arising out of or relating to this Agreement and irrevocably agrees
that all such claims may be heard and determined in such Ontario court; and (b)
irrevocably waives, to the fullest extent permitted by applicable law, any
objection it may now or hereafter have to the laying of venue in any proceeding
brought in a Ontario court.
Section 7.13. Expenses; Prevailing Party
Costs. The Seller, Spartan, and Purchaser shall pay their own
expenses incident to this Agreement and the transactions contemplated hereby and
thereby, including all legal and accounting fees and disbursements, and Seller
shall be solely liable for any and all expenses of the Seller and/or Spartan
which are incident to this Agreement and the transactions contemplated hereby
and thereby (other than customary general, administrative and overhead expenses
incurred in the ordinary course of business). Notwithstanding
anything contained herein or therein to the contrary, if any party commences an
action against another party to enforce any of the terms, covenants, conditions
or provisions of this Agreement, or because of a breach by a party of its
obligations under this Agreement, the prevailing party in any such action shall
be entitled to recover its losses, including reasonable attorneys’ fees,
incurred in connection with the prosecution or defense of such action, from the
losing party.
Section 7.14. Entire
Agreement. This Agreement sets forth all of the promises,
agreements, conditions, understandings, warranties and representations among the
parties with respect to the transactions contemplated hereby and thereby, and
supersedes all prior agreements, arrangements and understandings between the
parties, whether written, oral or otherwise.
Section 7.15. Faxed
Signatures. For purposes of this Agreement, a faxed signature
shall constitute an original signature.
[Remainder
of page left intentionally blank. Signature page to
follow.]
Page 9
of 10
Stock
Purchase Agreement
IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the day and year first above
written.
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“SELLER”
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By:
/s/ Xxxxx Xxxxxxxxx
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____________________________
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Xxxxx
Xxxxxxxxx
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Number
of shares: 10,000,000
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“Spartan”
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By:
/s/ Reno Calabrigo
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____________________________
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Reno
Calabrigo
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President
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“PURCHASER”
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By:
/s/ Reno Calabrigo
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____________________________
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Reno
Calabrigo
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Page 10
of 10
Stock
Purchase Agreement
