EXHIBIT 10.1
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STOCK PURCHASE AGREEMENT
DATED AS OF MARCH 28, 2011
BY AND AMONG
ALPHA NETWORK ALLIANCE VENTURES INC.
A DELAWARE CORPORATION
AND
XXXXXXX XXX
AND
DAEDALUS VENTURES, INC.
A DELAWARE CORPORATION
# Initials: _________ / __________
STOCK PURCHASE AGREEMENT
This stock purchase agreement ("Agreement"), dated as of March
28, 2011, is entered into by and among DAEDALUS VENTURES, INC., a Delaware
corporation ("Daedalus Ventures" or the "Company") and Xxxxxxx Xxx, (the
"Seller") and ALPHA NETWORK ALLIANCE VENTURES INC., a Delaware corporation (the
"Purchaser") (collectively the "Purchasers" and together with the Company and
the Seller, the "Parties").
WITNESSETH:
WHEREAS, the Seller, is a shareholder of DAEDALUS VENTURES, INC., a
corporation organized and existing under the laws of the State of Delaware, who
own and/or control in the aggregate 31,390,000 shares of the Company, which
represents 100% of the issued and outstanding common shares of the Company; and
WHEREAS, the Purchasers desires to acquire 31,390,000 of such shares of
the Company from the Seller, which constitutes 100% of the Company's issued and
outstanding shares as of the date of this Agreement and the Seller desires to
sell such Shares upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of the covenants,
representations, warranties and agreements herein contained, the Parties have
reached the following agreement with respect to the sale by the Seller of such
common stock of the Company to the Purchasers:
SECTION I. CONSTRUCTION AND INTERPRETATION
1.1. Principles of Construction.
(a) All references to Articles, Sections, subsections and Appendixes
are to Articles, Sections, subsections and Appendixes in or to this Agreement
unless otherwise specified. The words "hereof," "herein" and "hereunder" and
words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement. The
term "including" is not limiting and means "including without limitations."
(b) In the computation of periods of time from a specified date to a
later specified date, the word "from" means "from and including;" the words
"to" and "until" each mean "to but excluding;" and the word "through" means "to
and including."
(c) Wherever in this Agreement the intent so requires, reference to the
neuter, masculine or feminine shall be deemed to include each of the other, and
reference to either the singular or the plural shall be deemed to include the
other.
SECTION 2. THE TRANSACTION
2.1. Purchase Price.
The Seller hereby agree to sell to the Purchasers, and the Purchasers,
in reliance on the representations and warranties contained herein, and subject
to the terms and conditions of this Agreement, agrees to purchase from the
Seller 31,390,000 common shares of the capital stock of Daedalus Ventures, Inc.
(the "Acquired Shares") for a total purchase price of fifty-nine thousand nine
hundred ninety U.S. dollars and no cents (US$59,990.00) (the "Purchase Price"),
payable in full to the Seller according to the terms of this Agreement, in
United States currency as directed by the Seller at Closing.
2.2. Transfer of Shares and Terms of Payment.
In consideration for the transfer of the Acquired Shares by the Seller
to the Purchasers, the Purchasers shall pay the Purchase Price in accordance
with the terms of this Agreement. Transfer of the shares and payment thereof
shall be in the following manner:
i) Upon execution of this Agreement, the Purchasers shall pay by wire transfer,
the sum of six thousand U.S. dollars and no cents (US$6,000.00) ("Good Faith
Deposit") to an account to be designated by the Seller, payment of which has
been received by the Seller to date.
ii) At the Closing, as defined below, the Purchasers will pay the balance of
the Purchase Price of fifty-three thousand nine hundred ninety U.S. dollars
and no cents (US$53,990.00) to the Seller, by wire transfer to an account to be
designated by the Seller.
2.3. Closing.
Subject to the terms and conditions of this Agreement, the Closing
shall take place by wire transfer and overnight mail on or before 5:00 P.M. EST
on March 29, 2011 (the "Closing," or the "Closing Date"). At the Closing,
Purchasers shall deliver to the Seller, in cash, by wire transfer to an account
to be designated by the Seller, the balance of the Purchase Price in the amount
of fifty-three thousand nine hundred ninety U.S. dollars and no cents
($53,990.00), and the Seller will immediately deliver the following to
Purchasers:
(a) the certificates representing the Shares transferred hereunder,
duly endorsed for transfer to the Purchasers, or accompanied by appropriate
stock powers, as follows:
XXXXXXX XXXXXX: 21,973,000 shares 70%
XXXX XXXXXXX: 9,417,320 shares 30%
___________________________
Total & Percentage of Acquired Shares: 31,390,000 shares 100%
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(b) the original of the Certificate of Incorporation and bylaws;
(c) all corporate books and records (including all accounting records
and SEC filings to date); and
(d) written resignations of incumbent directors and officers of the
Corporation.
SECTION 3. REPRESENTATIONS AND WARRANTIES
3.1. Representations and Warranties of the Seller and the Company. The
Seller and the Company hereby make the following representations and warranties
to the Purchasers:
3.1.1 The Company is a corporation duly organized and validly existing
under the laws of the State of Delaware and has all corporate power necessary
to engage in all transactions in which it has been involved, as well as any
general business transactions in the future that may be desired by its
directors.
3.1.2 The Company is in good standing with the Secretary of State of
Delaware.
3.1.3 Prior to or at Closing, all of the Company's outstanding debts
and obligations shall be paid off (at no expense or liability to the
Purchasers) and the Seller shall provide evidence of such payoff to the
Purchasers' reasonable satisfaction. Should the Purchasers discover any
obligation of the Company that was not paid prior to the Closing Date, the
Seller undertakes to indemnify the Purchasers for any and all such liabilities,
whether outstanding or contingent at the time of Closing.
3.1.4 The Company will have no assets or liabilities at the Closing
Date.
3.1.5 The Company is not subject to any pending or threatened
litigation, claims or lawsuits from any party, and there are no pending or
threatened proceedings against the Company by any federal, state or local
government, or any department, board, agency or other body thereof.
3.1.6 The Company is not a party to any contract, lease or agreement
which would subject it to any performance or business obligations after the
Closing.
3.1.7 The Company does not awn any real estate or any interests in real
estate.
3.1.8 The Company is not liable for any taxes, including income, real
or personal property taxes, to any governmental or state agencies whatsoever.
The Company has timely filed all income, real or personal property, sales, use,
employment or other governmental tax returns or reports required to be filed by
it with any federal, state or other governmental agency and all taxes required
to be paid by the Company in respect of such returns have been paid in full.
None of such returns are subject to examination by any such taxing authority
and the Company has not received notice of any intention to require the Company
to file any additional tax returns in any jurisdiction to which it may be
subject.
3.1.9 The Company, to the actual knowledge of the Seller, is not in
violation of any provision of laws or regulations of federal, state or local
government authorities and agencies.
3.1.10 The Seller either is or on the Closing Date will be, the lawful
owner of record of the Acquired Shares, and the Seller presently have, and will
have at the Closing Date, the power to transfer and deliver the Acquired Shares
to the Purchasers in accordance with the terms of this Agreement. The delivery
to the Purchasers of certificates evidencing the transfer of the Acquired
Shares pursuant to the provisions of this Agreement will transfer to the
Purchasers good and marketable title thereto, free and clear of all liens,
encumbrances, restrictions and claims of any kind.
3.1.11 There are no authorized shares of the Company other than
500,000,000 common shares and 20,000,000 preferred shares, and there are no
issued and outstanding shares of the Company other than 31,390,000 common
shares. The Seller at the Closing Date will have full and valid title to the
Acquired Shares, and there will be no existing impediment or encumbrance to the
sale and transfer of the Acquired Shares to the Purchasers; and on delivery to
the Purchasers of the Acquired Shares being sold hereby, all of such Shares
shall be free and clear of all liens, encumbrances, charges or assessments of
any kind; such Shares will be legally and validly issued and fully paid and
non-assessable shares of the Company's common stock; and all such common stock
has been issued under duly authorized resolutions of the Board of Directors of
the Company.
3.1.12 There are no outstanding subscriptions, options, warrants,
convertible securities or rights or commitments of any nature in regard to the
Company's authorized but unissued common stock or any agreements restricting
the transfer of outstanding or authorized but unissued common stock. There are
no shareholders agreements, voting agreements or other similar agreements with
respect to the Company's capital stock to which the Company is a party or, to
the knowledge of the Company, between or among any of the Company's
shareholders.
3.1.13 There are no outstanding judgments, liens or any other security
interests filed against the Company or any of its properties.
3.1.14 The Company has no subsidiaries.
3.1.15 The Company has no employment contracts or agreements with any
of its officers, directors, or with any consultants; and the Company has no
employees or other such parties.
3.1.16 The Company has no insurance or employee benefit plans
whatsoever
3.1.17 The Company is not in default under any contract, or any other
document.
3.1.18 The Company has no outstanding powers of attorney and no
obligations concerning the performance of the Seller concerning this Agreement.
3.1.19 The execution and delivery of this Agreement, and the subsequent
closing thereof, will not result in the breach by the Company or the Seller of
(i) any agreement or other instrument to which they are or have been a party or
(it) the Company's Certificate of Incorporation or Bylaws.
3.1.20 All financial and other Information which the Company and/or the
Seller furnished or will furnish to the Purchasers, including information with
regard to the Company and/or the Seller contained in the SEC filings filed by
the Company since its inception (i) is true, accurate and complete as of its
date and in all material respects except to the extent such information is
superseded by information marked as such, (ii) does not omit any material fact,
not misleading and (iii) presents fairly the financial condition of the
organization as of the date and for the period covered thereby.
3.1.21 The common stock of the Company is registered under Section
12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and there are no proceedings pending to revoke or terminate such registration.
Since the date of the common stock's registration under the Exchange Act, the
Company has filed all reports with the United States Securities and Exchange
Commission required to be filed by the Exchange Act, including its Quarterly
Report on Form 10-Q for the first quarters of 2011, and all such reports were
filed timely.
The representations and warranties herein by the Seller shall be true
and correct in all material respects on and as of the Closing Date hereof with
the same force and effect as though said representations and warranties had
been made on and as of the Closing Date,
The representations and warranties made above shall survive the Closing
Date and shall expire for all purposes in the date numerically corresponding to
the Closing Date in the twelfth month after the Closing Date.
3.2. Covenants of the Seller and the Company.
From the date of this Agreement and until the Closing Date, the Seller
and the Company covenant the following:
3.2.1 The Seller will, to the best of their respective abilities,
preserve intact the current status of the Company as an issuer registered under
Section 12(g) of the 0000 Xxxxxxxx Xxx.
3.2.2 The Seller will furnish Purchasers with all corporate records and
documents, such as Certificate of Incorporation and Bylaws, minute books, stock
books, or any other corporate document or record (including financial and bank
documents, books and records) requested by the Purchasers.
3.2.3 The Company will not enter into any contract or business
transaction, merger or business combination, or incur any further debts or
obligations without the express written consent of the Purchasers.
3.2.4 The Company will not amend or change its Certificate of
Incorporation or Bylaws, or issue any further shares or create any other class
of shares in the Company without the express written consent of the Purchasers.
3.2.5 The Company will not issue any stock options, warrants or other
rights or interests in or to its shares without the express written consent of
the Purchasers.
3.2.6 The Seller will not encumber or mortgage any right or interest in
their shares of the common stock being sold to the Purchasers hereunder, and
also they will not transfer any rights to such shares of the common stock to
any third party whatsoever.
3.2.7 The Company will not declare any dividend in cash or stock, or
any other benefit
3.2.8 The Company will not institute any bonus, benefit, profit
sharing, stock option, pension retirement plan or similar arrangement.
3.2.9 At Closing, the Company and the Seller will obtain and submit to
the Purchasers resignations of current officers and directors.
3.2.10 The Seller agrees to indemnify the Purchasers against and to pay
any loss, damage, expense or claim or other liability incurred or suffered by
the Purchasers by reason of the breach of any covenant or inaccuracy of any
warranty or representation contained in this Agreement.
3.3 Representations and Warranties of the Purchasers. The Purchasers
hereby makes the following representations and warranties to the Seller:
3.3.1 The Purchasers have the requisite power and authority to enter
into and perform this Agreement and to purchase the shares being sold to it
hereunder. The execution, delivery and performance of this Agreement by such
Purchasers and the consummation by it of the transactions contemplated hereby
and thereby have been duly authorized by all necessary action, and no further
consent or authorization of such Purchasers are required. This Agreement has
been duly authorized, executed and delivered by such Purchasers and
constitutes, or shall constitute when executed and delivered, a valid and
binding obligation of such Purchasers enforceable against such Purchasers in
accordance with the terms thereof.
3.3.2 The Purchasers are, and will be at the time of the execution of
this Agreement, an "accredited investor", as such term is defined in Regulation
D promulgated by the Commission under the Securities Act of 1933, as amended
(the "1933 Act"), is experienced in investments and business matters, has made
investments of a speculative nature and has purchased securities of United
States publicly-owned companies in the past and, with its representatives, has
such knowledge and experience in financial, tax and other business matters as
to enable such Purchasers to utilize the information made available by the
Company to evaluate the merits and risks of and to make an informed investment
decision with respect to the proposed purchase, which represents a speculative
investment. The Purchasers have the authority and is duly and legally qualified
to purchase and own shares of the Company. The Purchasers are able to bear the
risk of such investment for an indefinite period and to afford a complete loss
thereof. The information set forth on the signature page hereto regarding the
Purchasers is accurate.
3.3.3 On the Closing Date, such Purchasers will purchase the Acquired
Shares pursuant to the terms of this Agreement for its own account for
investment only and not with a view toward, or for resale in connection with,
the public sale or any distribution thereof.
3.3.4 The Purchasers understand and agree that the Acquired Shares have
not been registered under the 1933 Act or any applicable state securities laws,
by reason of their Issuance in a transaction that does not require registration
under the 1933 Act (based in part on the accuracy of the representations and
warranties of the Purchasers contained herein), and that such Acquired Shares
must be held indefinitely unless a subsequent disposition is registered under
the 1933 Act or any applicable state securities laws or is exempt from such
registration. In any event, and subject to compliance with applicable
securities laws, the Purchasers may enter Into lawful hedging transactions in
the course of hedging the position they assume and the Purchasers may also
enter into lawful short positions or other derivative transactions relating to
the Acquired Shares, or interests in the Acquired Shares, and deliver the
Acquired Shares, or interests in the Acquired Shares, to close out their short
or other positions or otherwise settle other transactions, or loan or pledge
the Acquired Shares, or interests in the Acquired Shares, to third parties who
in turn may dispose of these Acquired Shares.
3.3.5 The offer to sell the Acquired Shares was directly communicated
to such Purchasers by the Company. At no time were such Purchasers presented
with or solicited by any leaflet, newspaper or magazine article, radio or
television advertisement, or any other form of general advertising or solicited
or invited to attend a promotional meeting otherwise than in connection and
concurrently with such communicated offer.
3.3.6 Such Purchasers represents that the foregoing representations and
warranties are true and correct as of the date hereof and, unless such
Purchasers otherwise notifies the Company prior to the Closing Date shall be
true and correct as of the Closing Date.
3.3.7 The foregoing representations and warranties shall survive the
Closing Date and for a period of one year thereafter.
SECTION 4. MISCELLANEOUS
4.1. Expenses.
Each of the Parties shall, bear his own expenses in connection with the
transactions contemplated by this Agreement.
4.2. Governing Law.
The interpretation and construction of this Agreement, and all matters
relating hereto, shall be governed by the laws of the State of Delaware
applicable to agreements executed and to be wholly performed solely within such
state.
4.3. Resignation of Old and Appointment of New Board of Directors and
Officers.
The Company and the Seller shall take such corporate action(s) required
by Daedalus Ventures, Inc., Certificate of Incorporation and/or Bylaws to (a)
appoint the below named person(s) to their respective positions, to be
effective upon the filing to the SEC and effectiveness of a Schedule 14f-1
Information Statement, and (b) obtain and submit to the Purchasers, together
with all required corporate action(s) the resignation of the current board of
directors, and any and all corporate officers and check signers as of the
Closing Date.
Name Position
To be determined by the Purchasers To be determined by the Purchasers.
4.4. Publicity.
Except as otherwise required by law, none of the Parties hereto shall
issue any press release or make any other public statement, in each case
relating to, connected with or arising out of this Agreement or the matters
contained herein, without obtaining the prior approval of the other to the
contents and the manner of presentation and publication thereof.
4.5. Notices.
Any notice or other communication required or permitted under this
Agreement shall be sufficiently given if delivered in person or sent by
facsimile or by overnight registered mail, postage prepaid, addressed as
follows:
If to the Seller, to:
Xxxxxxx Xxx
0000 Xxxxxxxx Xxxxxx, #000
Xxxxxxxxxxxx, XX 00000 XXX
If to the Company:
Daedalus Ventures, Inc.
0000 Xxxxxxxx Xxxxxx, #000
Xxxxxxxxxxxx, XX 00000 XXX
If to the Purchasers, to:
Alpha Network Alliance Ventures Inc.
00000 Xxxxxx Xx. 0xx Xxxxx, Xxxxxxxxx, Xx. 00000 XXX
To the attention of: Xxxxxxx (Xxxxx) Xxxxxx, President & CEO
Or such other address or number as shall be furnished in writing by any
such Party, and such notice or communication shall, if properly addressed, be
deemed to have been given as of the date so delivered or sent by facsimile.
4.6. Parties in Interest.
This Agreement may not be transferred, assigned or pledged by any Party
hereto, other than by operation of law. This Agreement shall be binding upon
and shall inure to the benefit of the Parties hereto and their respective
heirs, executors, administrators, successors and permitted assigns.
4.7. Entire Agreement.
This Agreement and the other documents referred to herein contain the
entire understanding of the Parties hereto with respect to the subject matter
contained herein. This Agreement shall supersede all prior agreements and
understandings between the Parties with respect to the transactions
contemplated herein.
4.8. Amendments.
This Agreement may not be amended or modified orally, but only by an
agreement in writing signed by the Parties.
4.9. Severability.
In case any provision in this Agreement shall be held invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions hereof will not in any way be affected or impaired thereby.
4.10. Counterparts.
This Agreement may be executed in any number of counterparts, including
counterparts transmitted by telecopier, PDF or facsimile transmission, any one
of which shall constitute an original of this Agreement. When counterparts of
copies have been executed by all parties, they shall have the same effect as if
the signatures to each counterpart or copy were upon the same document and
copies of such documents shall be deemed valid as originals. The Parties agree
that all such signatures may be transferred to a single document upon the
request of any Party.
IN WITNESS WHEREOF, each of the Parties hereto has caused its/his name
to be hereunto subscribed as of the day and year first above written.
COMPANY:
DAEDALUS VENTURES, INC.
/s/ Xxxxxxx Xxx
By: -----------------------------------
Name: Xxxxxxx Xxx
Title: Chief Executive Officer
SELLER:
/s/ Xxxxxxx Xxx
By: -----------------------------------
Name: Xxxxxxx Xxx
Individual
PURCHASER:
ALPHA NETWORK ALLIANCE VENTURES INC.
/s/ Xxxxxxx Xxxxxx
By: -----------------------------------
Name: Xxxxxxx Xxxxxx
President & CEO
# Initials: _________ / __________
