STOCK PURCHASE AGREEMENT
THIS
STOCK PURCHASE AGREEMENT (“Agreement”) is entered into as of this 26h day of
January, 2010 between Xxxxx Xxxxxx, Xxxxxx Xxxxxx, Cim Xxxxxx and Tangiers LLC
(collectively “Sellers”) and Micro Mammoth Solutions, Inc., a Nevada corporation
(“Buyer”).
RECITALS
A. Sellers
are the owners of all the issued and outstanding shares of Atlas Capital
Partners, LLC, a Florida Limited Liability Company (“Atlas”); and
B. Buyer
wishes to buy and Sellers wish to sell all of the shares of Atlas in exchange
for shares of Buyer as set forth herein.
C. In
consideration of the foregoing recitals, the mutual representations, warranties
and covenants set forth in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Sellers and Buyer agree as follows:
1.
PURCHASE AND SALE. Sellers hereby sell and Buyer hereby buys the
shares of Atlas as set forth below for the shares of Buyer so
specified:
Xxxxx
Xxxxxx: 2,000,000 shares of Atlas for 4,000,000 shares of Buyer.
Tangiers
Capital LLC: 1,000,000 shares of Atlas for 2,000,000 shares of
Buyer.
Xxxxxx
Xxxxxx: 300,000 shares of Atlas for 600,000 shares of Buyer.
Xxxxxx
Xxxxxx: 300,000 shares of Atlas for 600,000 shares of Buyer.
Cim
Davies: 100,000 shares of Atlas for 200,000 shares of Buyer.
2.
SELLERS’ REPRESENTATIONS AND WARRANTIES. Sellers represent and
warrant to Buyer that the following statements are true and
correct:
(a)
Sellers have all requisite capacity, power and authority to execute, deliver and
perform this Agreement and transfer the shares of Atlas to the
Buyer.
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(b)
Sellers are the beneficial and record owners of the shares transferred and have
good and marketable title to the shares, free and clear of all liens and no
seller owns any other shares of Atlas or knows of any other shares of Atlas that
are not being transferred to Buyer. Sellers are not parties to any
outstanding subscription, option, call, warrant, purchase right or other
contract that would require Sellers to sell, transfer or otherwise dispose of
any of the Atlas shares. The Atlas shares transferred by the Sellers
are free and clear of all liens and Buyer acquires such shares with good and
valid title.
(c)This
Agreement has been duly and validly executed and delivered by each Seller and
constitutes the legal, valid and binding obligation of each Seller, enforceable
against each Seller in accordance with its terms, except as such enforcement may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other laws of general application affecting enforcement of creditors’ rights or
by principles of equity, and is effective to transfer the Atlas shares to the
Buyer.
(d) There
are no actions pending or to the knowledge of Sellers threatened against or
affecting Sellers or their assets in or before any court or authority that would
adversely impact this Agreement and Sellers are not subject to any order, writ,
judgment, injunction, decree or award which could have an adverse impact on any
Seller’s ability to sell the shares or otherwise comply with the terms of this
Agreement.
3.
BUYER’S REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants
to Sellers that the following statements are true and correct:
(a) Buyer
is a corporation duly organized, validly existing and in good standing under the
laws of the state of Nevada. Buyer has all requisite corporate power
and authority to operate its business, is duly licensed and in good standing in
each jurisdiction in which it does business and is in good standing and is
current in its filings with the Securities and Exchange Commission.
(b) Buyer
has all requisite capacity, power and authority (subject to shareholder
ratification) to execute, deliver and perform this Agreement and transfer shares
of Buyer for the shares of Atlas as set forth in Paragraph 1 of this
Agreement.
(c)All of
Buyer’s shares to be issued to the Sellers have been duly authorized and validly
issued, are fully paid and are non-assessable, and will be issued in compliance
with all applicable federal and state securities laws.
4. ENTIRE
AGREEMENT. This Agreement constitutes the exclusive statement of the
agreements between the Buyer and Sellers concerning the subject matter hereof
and supersedes all other prior agreements, if any, concerning the subject
matter. Sellers and Buyer further agree that each have been allowed a
full opportunity to inquire into the business and operations of the entities
whose shares have been transferred and that such inquiry has
satisfied them concerning the agreements, representations and warranties
contained herein.
5.
MODIFICATION. No modification or waiver of this Agreement shall be enforceable
unless made in a written instrument signed by all the parties to this
Agreement.
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6.
BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of
Buyer, Sellers and their respective successors and assigns.
7.
JURISDICTION AND VENUE. Any action which relates to the provisions of
this Agreement shall be brought solely in a state or federal court located in
Palm Beach County, Florida and all objections to personal jurisdiction and venue
in any such action are hereby waived. The parties waive personal
service of an and all process and consent that all such service of process shall
be made by U.S Mail to the address shown with respect to each party to this
Agreement upon its signature page.
8.
COUNTERPARTS. This Agreement may be executed and delivered in multiple
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument. A facsimile,
electronic copy or other copy of a signature shall be considered an
original.
9.
GOVERNING LAW. This Agreement shall be governed by and construed in accordance
with the laws of the state of Florida.
IN
WITNESS WHEREOF, the undersigned have executed this Stock Purchase Agreement as
of the date set forth above.
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MICRO
MAMMOTH SOLUTIONS, INC.
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By
its CEO
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Attest: Acting
Secretary
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Xxxxx
Xxxxxx
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Tangiers
LLC by its Authorized Representative
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Xxxxxx
Xxxxxx
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Xxxxxx
Xxxxxx
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Cim
Davies
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