STOCK PURCHASE AGREEMENT of WHOLE IN ONE PRODUCTS, INC. (a Nevada Corporation) and BENACQUISTA GALLERIES, INC. (a Nevada Corporation)
Exhibit
10.6
of
WHOLE
IN ONE PRODUCTS, INC.
(a
Nevada Corporation)
and
BENACQUISTA
GALLERIES, INC.
(a
Nevada Corporation)
This
Stock Purchase Agreement between Benacquista Galleries, Inc. (the “Purchaser”)
and Whole In One Products, Inc. (the “Company”), dated December 18,
2006.
1. Purchase.
The
Purchaser (the “Purchaser”) hereby purchases 4,900,000 restricted shares of
common stock of the Company for a purchase price of Ten Thousand Dollars
($10,000.00 US).
2. Representations
and Agreements of the Purchaser.
The
Purchaser represents warrants and agrees as follows:
(a) The
Purchaser has provided services to the Company as part of the total
consideration of this stock purchase.
(b) The
Purchaser acknowledges that it has had the opportunity to request material
information of the Company, and has received all information it deems necessary
to make this investment.
(c) The
Purchaser (and/or its agents or Purchaser Representative) have such knowledge
and experience in financial and business matters that will enable it to utilize
the information made available to it in connection with this Stock Purchase
to
evaluate the risks of the prospective investment and to make and informed
investment decision.
(d) The
Securities are being purchased for the Purchaser’s own account for investment
and not with a view to, or for resale in connection with, any distribution,
assignment or resale of the Securities to others or fractionalization in
whole
or in part. The Purchaser agrees not to sell, assign, hypothecate or otherwise
transfer any of the Securities or any rights or interest therein unless the
Securities are registered under applicable Federal and State securities laws
or
unless in the opinion o f counsel satisfactory to the Company an exemption
from
such laws is available.
(e) The
Purchaser recognized that the Company had limited assets and no previous
operating history and that the Securities as and investment involve special
and
substantial risks.
(f)
The
Company agrees to undertake an SB-2 registration of the Company’s stock within
twelve to eighteen months of the date of this Stock Purchase
Agreement.
(g) The
Purchaser understands that a market does not presently exist for the Securities
and that the Company and the Company does not anticipate that in the immediate
future a public market will develop for the Securities. Consequently, the
holders of the Securities offered hereby may not be able to liquidate their
investment in the Company or the Company in a timely manner or at any time,
and
such Securities will not be readily acceptable as collateral for
loans.
(h) The
Purchaser understands that the Securities have not been registered under
the
Securities Act of 1933, as amended (the 1933 Act”) or under any other applicable
securities laws. The Securities are offered under the 1933 Act in reliance
on
certain exemptions from the registration requirements of the 1933 Act
predicated, in part, on the representations and warranties made by the Purchaser
to the Company herein. No securities administrator of any state or jurisdiction
or of the Federal government has made any findings or determinations relating
to
the Securities and that it have no right to require such registration. The
Securities constitute “restricted securities” within the meaning of the 1933
Act, and are not freely transferable, and require a restrictive legend. The
Securities can not be sold or otherwise transferred unless subsequently
registered under the 1933 Act or in the opinion of counsel for the Company
an
exemption from registration is available, that any routine dales of the
Securities made in reliance upon Rule 144 can be made only if current
information about the Company and the Company is publicly available and then
only in limited amounts in accordance with Rule 144.
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(i)
The
Purchaser represents that its committed to all investments is reasonable
in
relation to its worth and that it is an accredited investor within the meaning
of the 1933 Act, and if an individual has a net worth of at least $1,000,000,
or
has had income of $200,000 for each of the most recent two years, or joint
income with that person’s spouse of $300,000 for each of the most recent two
years, or has otherwise satisfied the definition of “accredited investor” as set
forth under the Act.
(j)
The
Purchaser represents that it has the requisite knowledge or has relied on
the
advice of its own counsel, accountants or others, each of whom qualifies
as a
Purchaser Representative with regard to all of the considerations involved
in
making this investment.
3. Indemnification.
The
Purchaser agrees to indemnify and hold harmless the Company from and against
any
loss, damage, or liability due or arising out of a breach of any of the
foregoing representations.
IN
WITNESS WHEREOF,
the
undersigned have executed this Stock Purchase Agreement this 18th day of
December, 2006.
PURCHASER
BENACQUISTA
GALLERIES, INC.
/s/
Xxxxx
Xxxxx
By:
Xxxxx
Xxxxx
Title:
President
SELLER
WHOLE
IN ONE PRODUCTS, INC.
/s/
Xxxxxx
Xxxxxx
By:
Xxxxxx Xxxxxx
Its:
President
Dated:
December 18, 2006
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