STOCK PURCHASE AGREEMENT
EXHIBIT
10.1
THIS
STOCK PURCHASE AGREEMENT
("Agreement") is entered into this 6th of December, 2007, by and among
DOUBLE
EAGLE HOLDINGS, LTD. ,
a
Nevada corporation (hereinafter referred to as "Buyer"); and
XXXX XXXXX and
XXXX XXXXXXX, TRUSTEE
(hereinafter collectively referred to as "Seller"), being the majority
stockholders of
ULTIMATE SOCIAL NETWORK, INC.,
a Nevada
corporation (the "Company").
WHEREAS,
Seller
is the owner of record and beneficially owns Ninety Thousand (90,000) shares
of
the issued and outstanding shares of Common Stock of the Company, which
represents 90% of the issued and outstanding shares of the Company;
and
WHEREAS,
Seller
desires to sell Sixty Thousand (60,000) shares of the Common Stock of the
Company (“the Shares”), and Buyer desires to purchase the Shares, upon the terms
and conditions set forth herein.
NOW,
THEREFORE,
in
consideration of the mutual promises and covenants contained herein, and for
other good and valuable consideration, the receipt, adequacy and sufficiency
of
which are hereby acknowledged, the parties hereto agree as follows:
I.
SALE
AND PURCHASE OF THE SHARES
1.1 Sale
and Purchase.
Subject
to the terms and conditions hereof, at the Closing (as defined in paragraph
1.2
below), Seller agrees to sell, assign, transfer, convey and deliver to Buyer,
and Buyer agrees to purchase from Seller, the Shares listed in Exhibit "A",
attached hereto.
1.2 Closing.
The
purchase shall be consummated at a closing ("Closing") to take place at 11:00
o'clock a.m., at the offices of Buyer's counsel on December 10, 2007 ("Closing
Date").
1.3 Purchase
Price.
The
purchase price ("Purchase Price") for the Shares shall be Six Million Four
Hundred Thousand (6,400,000) shares of Common Stock of the Buyer ("Buyer's
Shares") delivered to Seller against receipt of certificates representing the
Shares, duly endorsed for transfer to Buyer at Closing.
1.4 Other
Agreements.
At the
Closing, the indicated parties shall execute and deliver the following
additional agreements in substantially the form attached hereto:
(a) Appointment
of Xxxx Xxxxxxxxx and Xxxx Xxxxxx as two of the Directors of the
Company.
(b) Stock
certificates representing all of the Shares, duly endorsed to Buyer and in
blank
or assignments separate from the certificates, transferring the Shares from
Seller to Buyer, copies of which are attached hereto as Exhibit
"B".
1.5 Basic
Agreements and Transactions Defined.
This
Agreement and other agreement listed in paragraph 1.4, are sometimes referred
to
as the "Basic Agreements". The transactions contemplated by the Basic Agreements
are sometimes referred to as the "Transactions".
II.
REPRESENTATIONS
AND WARRANTIES
2.1 Representations
and Warranties of Seller.
Seller
represents and warrants to Buyer, with respect to the Shares owned by Seller,
as
follows:
(a) Title
to the Shares.
At
Closing, Seller shall own of record and beneficially the number of the Shares
listed in Exhibit "A", of the Company, free and clear of all liens,
encumbrances, pledges, claims, options, charges and assessments of any nature
whatsoever, with full right and lawful authority to transfer the Shares to
Buyer. No person has any preemptive rights or rights of first refusal with
respect to any of the Shares. There exists no voting agreement, voting trust,
or
outstanding proxy with respect to any of the Shares. There are no outstanding
rights, options, warrants, calls, commitments, or any other agreements of any
character, whether oral or written, with respect to the Shares.
(b) Investment
Intent.
Seller
is acquiring Buyer’s Shares for his or her own account, for investment purposes
only, and not with a view to the sale or distribution of any part thereof,
and
Seller has no present intention of selling, granting participation in, or
otherwise distributing the same. Seller understands the specific risks related
to an investment in the shares of Buyer, especially as it relates to the
financial performance of Buyer.
(c) Company's
Financial Statements.
Company’s Financial Statements are complete, were prepared in accordance with
generally accepted accounting principles applied on a basis consistent with
prior periods and fairly present the financial position of Buyer as of November
30, 2007.
(d) No
Liabilities.
Seller
is not aware of any liabilities for which the Company
is
liable
or will become liable in the future except for the $72,500.00 presently owed
to
the Buyer.
(e) Material
Contracts.
The
Company has no purchase, sale, commitment, or other contract, the breach or
termination of which would have a materially adverse effect on the business,
financial condition, results of operations, assets, liabilities, or prospects
of
Company.
(f) No
Litigation.
There
are no actions, suits, claims, complaints or proceedings pending or threatened
against Company, at law or in equity, or before or by any governmental
department, commission, court, board, bureau, agency or instrumentality; and
there are no facts which would provide a valid basis for any such action, suit
or proceeding, which, if determined adversely to the Company, would have a
material adverse effect on the Company. There are no orders, judgments or
decrees of any governmental authority outstanding which specifically apply
to
Buyer or any of its assets.
-2-
2.2 Representations
and Warranties of Buyer.
Buyer
represents and warrants to Seller as follows:
(a) Organization.
Buyer is
a corporation duly incorporated, validly existing and in good standing under
the
laws of the state of Nevada. Buyer has all requisite corporate power and
authority to own, lease and operate its properties and to carry on its business.
Buyer is duly qualified and in good standing as a foreign corporation in each
jurisdiction where its ownership of property or operation of its business
requires qualification, except where the failure to be qualified would not
have
a material adverse effect on the Company.
(b) Authority.
Buyer
has full power and lawful authority to execute and deliver the Basic Agreements
and to consummate and perform the Transactions contemplated thereby. The Basic
Agreements constitute (or shall, upon execution, constitute) valid and legally
binding obligations upon Buyer, enforceable in accordance with their terms.
Neither the execution and delivery of the Basic Agreements by Buyer, nor the
consummation and performance of the Transactions contemplated thereby, conflicts
with, requires the consent, waiver or approval of, results in a breach of or
default under, or gives to others any interest or right of termination,
cancellation or acceleration in or with respect to, any material agreement
by
which Buyer is a party or by which Buyer or any of its material properties
or
assets are bound or affected.
(c)
Funding
Commitment.
Buyer
agrees to loan an additional One Hundred Twenty-Five
Thousand ($125,000.00) Dollars to the Company under terms similar to the
previous loan dated November 30, 2007 made by the Buyer after the Closing.
III
COVENANTS
3.1
Covenants
of Buyer.
Buyer
covenants and agrees to perform the following acts:
(a) No
Indebtedness.
Buyer
will not create, incur, assume, guarantee or otherwise become liable with
respect to any obligation for borrowed money, indebtedness, capitalized lease
or
similar obligation, except in the ordinary course of business consistent with
past practices, where the entire net proceeds thereof are deposited with and
used by and in connection with the business of Buyer.
(b) No
Securities Issuances.
Buyer
will not issue any shares of any class of capital stock, or enter into any
contract, option, warrant or right calling for the issuance of any such shares
of capital stock, or create or issue any securities convertible into any
securities of Buyer except for the transactions contemplated herein.
-3-
(c) No
Dividends.
Buyer
will not declare, set aside or pay any dividends or other distributions of
any
nature whatsoever.
(d) Contracts.
Buyer
will not enter into or assume any contract, agreement, obligation, lease,
license, or commitment except in the ordinary course of business consistent
with
past practice or as contemplated by this Agreement.
(e) Capital
Commitments.
Buyer
will not make or commit to make any material capital expenditure, capital
addition or capital improvement.
(f) Consents.
Buyer
will use its best good faith efforts to obtain the consent or approval of each
person or entity whose consent or approval is required for the consummation
of
the Transactions contemplated hereby and to do all things necessary to
consummate the Transactions contemplated by the Basic Agreements.
IV.
CONDITIONS
PRECEDENT TO THE
OBLIGATIONS
OF BUYER TO CLOSE
The
obligation of Buyer to close the Transactions contemplated hereby is subject
to
the fulfillment by Seller prior to Closing of each of the following conditions,
which may be waived in whole or in part by Buyer:
4.1 Compliance
with Representations, Warranties and Covenants.
The
representations and warranties of Seller and Company contained in this Agreement
shall have been true and correct when made and shall be true and correct as
of
the Closing with the same force and effect as if made at the Closing. Seller
shall have performed all agreements, covenants and conditions required to be
performed by Seller prior to the Closing.
4.2 No
Legal Proceedings.
No suit,
action or other legal or administrative proceeding before any court or other
governmental agency shall be pending or threatened seeking to enjoin the
consummation of the Transactions contemplated hereby.
4.3 Documents
to be Delivered by Seller.
The
Company and Seller shall have delivered the following documents:
(a) Stock
certificates representing all of the Shares, duly endorsed to Buyer and in
blank
or accompanied by duly executed stock powers.
(b) Such
other documents or certificates as shall be reasonably required by Buyer or
its
counsel in order to close and consummate this Agreement.
-4-
V.
CONDITIONS
PRECEDENT TO THE
OBLIGATIONS
OF SELLER TO CLOSE
The
obligation of Seller to close the Transactions is subject to the fulfillment
prior to Closing of each of the following conditions, any of which may be waived
in whole or in part by Seller:
5.1 Compliance
with Representations, Warranties and Covenants.
The
representations and warranties made by Buyer in this Agreement shall have been
true and correct when made and shall be true and correct in all material
respects at the Closing with the same force and effect as if made at the
Closing, and Buyer shall have performed all agreements, covenants and conditions
required to be performed by Buyer prior to the Closing.
5.2 No
Legal Proceedings.
No suit,
action or other legal or administrative proceedings before any court or other
governmental agency shall be pending or threatened seeking to enjoin the
consummation of the Transactions contemplated hereby.
5.3 Other
Agreements.
All
parties other than Seller shall have executed and delivered the Basic
Agreements.
5.4 Payments.
Seller
shall have received from Buyer all Common Stock to be issued at the Closing
by
Buyer pursuant to the Basic Agreements.
VI.
MODIFICATION,
WAIVERS, TERMINATION
AND
EXPENSES
6.1 Modification.
Buyer
and Seller may amend, modify or supplement this Agreement in any manner as
they
may mutually agree in writing.
6.2 Waivers.
Buyer
and Seller may in writing extend the time for or waive compliance by the other
with any of the covenants or conditions of the other contained
herein.
6.3 Termination
and Abandonment.
This
Agreement may be terminated and the purchase of the Shares may be abandoned
before the Closing:
(a) By
the
mutual consent of Seller and Buyer;
(b) By
Buyer,
if the representations and warranties of Seller set forth herein shall not
be
accurate, or the conditions precedent set forth in Article IV shall have not
have been satisfied, in all material respects; or
(c) By
Seller, if the representations and warranties of Buyer set forth herein shall
not be accurate, or the conditions precedent set forth in Article V shall not
have been satisfied in all material respects.
Termination
shall be effective on the date of receipt of written notice specifying the
reasons therefor.
-5-
VII.
MISCELLANEOUS
7.1 Representations
and Warranties to Survive.
Unless
otherwise provided, all of the representations and warranties contained in
this
Agreement and in any certificate, exhibit or other document delivered pursuant
to this Agreement shall survive the Closing for a period of two (2) years.
No
investigation made by any party hereto or their representatives shall constitute
a waiver of any representation or warranty, and no such representation or
warranty shall be merged into the Closing.
7.2 Binding
Effect of the Basic Agreements.
The
Basic Agreements and the certificates and other instruments delivered by or
on
behalf of the parties pursuant thereto, constitute the entire agreement between
the parties. The terms and conditions of the Basic Agreements shall inure to
the
benefit of and be binding upon the respective heirs, legal representatives,
successor and assigns of the parties hereto. Nothing in the Basic Agreements,
expressed or implied, confers any rights or remedies upon any party other than
the parties hereto and their respective heirs, legal representatives and
assigns. Whenever Seller is authorized to act hereunder, any action authorized
by members of Seller holding a majority of the Shares shall be deemed the act
of
and binding on all members of Seller.
7.3 Applicable
Law.
The
Basic Agreements are made pursuant to, and will be construed under, the laws
of
the State of Nevada.
7.4 Notices.
All
notices, requests, demands and other communications hereunder shall be in
writing and will be deemed to have been duly given when delivered or mailed,
first class postage prepaid:
(a) If
to
Seller, to:
Xxxx
Xxxxx
0000
Xxxxxxxx Xxxxx
Xxxxx
Xxxxxx Xxxxx, XX 00000
Telephone:
(000) 000-0000
Fax:
(000) 000-0000
(b) If
to
Buyer, to:
Xxxx
Xxxxxxxxx, President
c/o
G.
Xxxxx Xxxxxx & Associates, P.C.
0000
Xxxx
00xx
Xxxxx,
Xxxxx 000
Xxxxx,
XX
00000
Telephone:
(000) 000-0000
Fax:
(000) 000-0000
These
addresses may be changed from time to time by written notice to the other
parties.
-6-
7.5 Headings.
The
headings contained in this Agreement are for reference only and will not affect
in any way the meaning or interpretation of this Agreement.
7.6 Counterparts.
This
Agreement may be executed in counterparts, each of which will be deemed an
original and all of which together will constitute one instrument.
7.7 Severability.
If any
one or more of the provisions of this Agreement shall, for any reason, be held
to be invalid, illegal or unenforceable under applicable law this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein. The remaining provisions of this Agreement shall
be
given effect to the maximum extent then permitted by law.
7.8 Forbearance;
Waiver.
Failure
to pursue any legal or equitable remedy or right available to a party shall
not
constitute a waiver of such right, nor shall any such forbearance, failure
or
actual waiver imply or constitute waiver of subsequent default or
breach.
7.9 Attorneys'
Fees and Expenses.
The
prevailing party in any legal proceeding based upon this Agreement shall be
entitled to reasonable attorneys' fees and expenses and court
costs.
7.10 Expenses.
Each
party shall pay all fees and expenses incurred by it incident to this Agreement
and in connection with the consummation of all transactions contemplated by
this
Agreement.
7.11 Integration.
This
Agreement and all documents and instruments executed pursuant hereto merge
and
integrate all prior agreements and representations respecting the Transactions,
whether written or oral, and constitute the sole agreement of the parties in
connection therewith. This Agreement has been negotiated by and submitted to
the
scrutiny of both Seller and Buyer and their counsel and shall be given a fair
and reasonable interpretation in accordance with the words hereof, without
consideration or weight being given to its having been drafted by either party
hereto or its counsel.
-7-
IN
WITNESS WHEREOF,
the
undersigned parties hereto have duly executed this Agreement on the date first
written above.
| "BUYER" | ||
| DOUBLE EAGLE HOLDINGS, LTD. | ||
| By: | /s/ M.E. Durschlag | |
|
M.E. Durschlag, President |
||
|
|
||
|
|
||
| "SELLER" | ||
| /s/ Xxxx Xxxxx | ||
|
Xxxx Xxxxx |
||
| /s/ Xxxx Xxxxxxx, Trustee | ||
|
Xxxx Xxxxxxx, Trustee |
||
| “COMPANY” | ||
| ULTIMATE SOCIAL NETWORK, INC. | ||
| |
|
|
| By: | /s/ Xxxx Xxxxx | |
|
Xxxx Xxxxx, President |
||
-8-
EXHIBIT
“A”
|
SHAREHOLDER
(SELLER)
|
SHARES
|
|
BUYER’S
SHARES
|
|
|
Xxxx
Xxxxx
|
37,500
|
|
4,000,000
|
|
|
Xxxx
Xxxxxxx
|
22,500
|
|
2,400,000
|
-9-
