MANAGEMENT ENERGY, INC. STOCK PURCHASE AGREEMENT JULY 23, 2009
____________________________
____________________________
JULY
23, 2009
This Stock
Purchase Agreement (the “Agreement”) is made as of July 23, 2009 (the
“Effective Date”) by and between Management
Energy, Inc., a Nevada corporation (the “Company”), and Lotus Asset
Management, LLC, a California limited liability company (the
“Purchaser”).
The
parties hereby agree as follows:
1. Purchase
and Sale of the Shares. Upon the terms and subject to the
conditions herein contained, the Company will issue and sell to the Purchaser,
and the Purchaser will purchase from the Company, at the Closing (as defined in
Section 2.1) on the Closing Date (as defined in Section 2.1), 400,000 shares of
the Company’s Common Stock, par value $.001 per share (the “Shares”), at a price
per Share equal to the $1.00.
2. The
Closing
2.1 Closing Date. The
closing of the purchase and sale of the Shares (the “Closing”) shall be held on
the Effective Date or at such other time as the Company and the Purchaser shall
agree (the “Closing Date”).
2.2 Delivery. At the
Closing: (a) the Purchaser will deliver to the Company by wire transfer
funds in the amount of $400,000 and (b) the Company shall issue and deliver
to the Purchaser a stock certificate representing the Shares.
2.3 The
Purchaser agrees with the Company that:
(a) Subject
to Section 2.4, the stock certificates evidencing the Shares, and each stock
certificate issued in transfer thereof, will bear the following
legend:
“THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR WITH ANY SECURITIES
COMMISSION UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND HAVE BEEN
ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION
WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT COVERING SUCH SECURITIES OR THE ISSUER RECEIVES AN OPINION OF COUNSEL
STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.”
1.
(b) The
stock certificates representing the Shares and each stock certificate issued in
transfer thereof, will also bear any legend required under any applicable state
securities law.
(c) Absent
an effective registration statement under the Securities Act of 1933, as amended
(the “Securities Act”) covering any proposed disposition of the Shares or any
part thereof, it will not offer for sale, sell, transfer, assign, pledge,
hypothecate or otherwise dispose of any or all of the Shares without first
providing the Company with an opinion of counsel to the effect that such offer,
sale, transfer, assignment, pledge, hypothecation or other disposition will be
exempt from the registration and the prospectus delivery requirements of the
Securities Act and the registration or qualification requirements of any
applicable state securities or blue sky laws, except that no such registration
or opinion will be required with respect to: (i) a transfer not involving a
change in beneficial ownership, or (ii) the distribution of any of the Shares by
the Purchaser to any of its partners or retired partners or to the estate of any
of its partners or retired partners, members, officers and
directors.
(d) It
consents to the Company’s making a notation on its records or giving
instructions to any transfer agent of the Shares in order to implement the
restrictions on transfer of the Shares contemplated by this Section
2.3.
(e) Until
such time as one or more of the requirements set forth in Section 2.4 have been
satisfied, the Shares shall be restricted securities under the Securities Act
and may be transferable only in accordance with this Agreement or the
requirements of the Securities Act or any other applicable federal or state law,
rule or regulation.
2.4 Removal of Transfer
Restrictions The Company shall remove
any legend endorsed on a stock certificate evidencing Shares pursuant to Section
2.3, and any stop transfer instructions and record notations with respect to
such Shares and issue a certificate without such legend to the holder of such
Shares: (a) if such Shares are transferred in a transaction registered under the
Securities Act or (b) if such holder provides the Company with an opinion of
counsel to the effect that a sale or transfer of such Shares may be made under
Rule 144 under the Securities Act or otherwise without registration
under the Securities Act and are not restricted following such sale or
transfer.
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3.
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Representations
and Warranties of the Company
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The
Company hereby represents and warrants to the Purchaser as follows:
3.1 Organization, Good
Standing and Qualification. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada. The Company has all requisite corporate power
and authority to own and operate its properties and assets, to enter into this
Agreement, to carry out the provisions of this Agreement and to carry on its
business as presently conducted.
3.2 Authorization. All
corporate action on the part of the Company, its directors and its stockholders
necessary for the authorization, execution, delivery and performance of this
Agreement by the Company and the performance of the Company’s obligations
hereunder, including the issuance and delivery of the Shares, has been
taken. This Agreement, when executed and delivered by the Company,
constitutes a valid and binding obligation of the Company enforceable in
accordance with its terms, subject to laws of general application relating to
bankruptcy, insolvency, the relief of debtors and, with respect to rights to
indemnity, subject to federal and state securities laws.
2.
3.3 Valid Issuance. The
Shares, when issued in compliance with the provisions of this Agreement, will be
validly issued, fully paid and nonassessable and free of any liens, preemptive
rights, rights of first refusal, restrictions or encumbrances, other than those
created by the Purchaser.
3.4 Governmental
Consents. All consents, approvals, orders, or authorizations
of, or registrations, qualifications, designations, declarations, or filings
with, any governmental authority, required on the part of the Company in
connection with the valid execution and delivery of this Agreement and the
offer, sale or issuance of the Shares shall have been obtained and will be
effective at the Closing, except for notices required or permitted to be filed
with certain state and federal securities commissions, which notices will be
filed on a timely basis.
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4.
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Representations
and Warranties of the Purchaser
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The Purchaser represents and warrants to
the Company as follows:
4.1 Purchase for Own
Account. The Purchaser represents that it is acquiring the
Shares, solely for its own account and beneficial interest for investment and
not for sale or with a view to distribution of the Shares or any part thereof,
has no present intention of selling (in connection with a distribution or
otherwise), granting any participation in, or otherwise distributing the same,
and does not presently have reason to anticipate a change in such
intention.
4.2 Information and
Sophistication. Without lessening or obviating the
representations and warranties of the Company set forth in Section 3, the
Purchaser hereby: (i) acknowledges that it has had access to and reviewed the
periodic and other reports filed by the Company pursuant to the Securities
Exchange Act of 1934, as amended, (ii) acknowledges that it has received all the
information it has requested from the Company and it considers necessary or
appropriate for deciding whether to acquire the Shares, (iii) represents that it
has had an opportunity to ask questions and receive answers from the Company
regarding the terms and conditions of the offering of the Shares and to obtain
any additional information necessary to verify the accuracy of the information
given the Purchaser and (iv) further represents that it has such knowledge and
experience in financial and business matters that it is capable of evaluating
the merits and risk of this investment.
4.3 Ability to Bear Economic
Risk. The Purchaser acknowledges that investment in the Shares
involves a high degree of risk, and represents that it is able, without
materially impairing its financial condition, to hold the Shares for an
indefinite period of time and to suffer a complete loss of its
investment. In addition, the Purchaser (i) has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of the Purchaser’s investment in the Shares and
(ii) understands and has fully considered for purposes of this investment
the risks of this investment and understands that (a) this investment is
suitable only for an investor who is able to bear the economic consequences of
losing its entire investment, (b) the Company has a limited financial and
operating history, (c) the Shares represent an extremely speculative
investment which involves a high degree of risk of loss, and (d) there are
substantial restrictions on the transferability of the Shares; accordingly, it
may not be possible for the Purchaser to liquidate its investment in the Shares
in case of emergency. The Purchaser understands that there have been
no representations as to the possible future value, if any, of the
Shares.
3.
4.4 Further Limitations
on Disposition. The Purchaser understands
and acknowledges that the offering and issuance of the Shares will not be
registered under the Securities Act on the grounds that the offering and
issuance of the Shares are exempt from registration under the Securities Act,
and that the Company’s reliance upon such exemption is predicated upon the
Purchaser’s representations set forth in this Agreement. The
Purchaser understands and acknowledges that the Shares must be held indefinitely
and it cannot dispose of the Shares unless the offer and sale of the Shares is
registered under the Securities Act or unless an exemption from registration is
available.
4.5 Advisors
4.6 .
The Purchaser is not relying on any statements or representations of the Company
or any of its agents with respect to the tax consequences of this investment and
the transactions contemplated by this Agreement and understands that the
Purchaser (and not the Company) shall be responsible for the Purchaser’s own tax
liability that may arise as a result of this investment or the transactions
contemplated by this Agreement. The Purchaser
is not
relying on any statements or representations of the Company or any of its agents
for legal advice with respect to this investment or the transactions
contemplated by this Agreement.
4.6 Accredited Investor
Status. The Purchaser is an “accredited investor” as such term
is defined in Rule 501 under the Securities Act.
4.7 Further
Assurances. The Purchaser agrees and covenants that at any
time and from time to time it will promptly execute and deliver to the Company
such further instruments and documents and take such further action as the
Company may reasonably require in order to comply with state or federal
securities laws or other regulatory approvals.
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5.
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Conditions
To Closing
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5.1 Conditions to the
Purchaser’s Obligations at the Closing. The Purchaser’s obligation to
purchase the Shares at the Closing is subject to the satisfaction, on or prior
to the Closing Date, of the following conditions:
(a) Representations and Warranties True;
Performance of Obligations. The representations and warranties
made by the Company in Section 3 hereof shall be true and correct in all
material respects as of the Closing Date with the same force and effect as if
they had been made as of the Closing Date, and the Company shall have performed
all obligations and conditions herein required to be performed or observed by it
on or prior to the Closing.
(b) Corporate
Documents. The Company shall have delivered to the Purchaser
or its counsel, copies of all corporate documents of the Company as the
Purchaser shall reasonably request.
5.2 Conditions to
Obligations of the Company. The
Company’s obligation to issue and sell the Shares at the Closing is subject to
the satisfaction, on or prior to the Closing Date, of the following
conditions:
(a) Representations and Warranties
True. The representations and warranties in Section 4
made by the Purchaser shall be true and correct in all material respects as of
the Closing Date, with the same force and effect as if they had been made as of
the Closing Date.
4.
(b) Performance of
Obligations. The Purchaser shall have performed and complied
with all agreements and conditions herein required to be performed or complied
with by the Purchaser on or prior to the Closing.
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6.
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Miscellaneous
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6.1 Binding Agreement. The
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the
parties. Nothing in this Agreement, expressed or implied, is intended
to confer upon any third party any rights, remedies, obligations, or liabilities
under or by reason of this Agreement, except as expressly provided in this
Agreement.
6.2 Governing Law. This
Agreement shall be governed by and construed under the laws of the State of
California excluding its conflict of laws principles.
6.3 Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
6.4 Titles and
Subtitles. The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement.
6.5 Notices. All notices required
or permitted hereunder shall be in writing and shall be deemed effectively
given: (a) upon personal delivery to the party to be notified,
(b) when sent by confirmed telex or facsimile if sent during normal
business hours of the recipient, if not, then on the next business day,
(c) five (5) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (d) one (1) day after deposit
with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All communications shall be
sent to the Company at 00000 Xxxxxx Xxxxx Xxxx, Xxx Xxxx Xxxxxxxxxx, XX 00000
and to Purchaser at 00000 0xx Xxxxxx, Xxx Xxxxxxx, XX 00000 or at such other
address as the Company or Purchaser may designate by ten (10) days advance
written notice to the other parties hereto.
6.6 Modification;
Waiver. No modification or waiver of any provision of this
Agreement or consent to departure therefrom shall be effective unless in writing
and approved by the Company and the Purchaser.
6.7 Entire Agreement; Invalid or Void
Provisions. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and no party shall be liable or bound to any other party in any manner by
any representations, warranties, covenants and agreements except as specifically
set forth herein. If any provision of this Agreement is deemed
invalid, illegal, or unenforceable, such provision will be deemed amended to
conform to applicable law so as to be valid, legal and enforceable; if such
provision cannot be amended without altering materially the intention of the
parties, it will be stricken and the remainder of this Agreement will remain in
full force and effect.
5.
6.8 Expenses. The
Company and the Purchaser shall each bear their own expenses in connection with
the transactions contemplated by this Agreement.
6.9 Finders Fees. Each
of the Company and the Purchaser will indemnify the other against all
liabilities incurred by such party with respect to claims related to investment
banking or finders fees in connection with the transactions contemplated by this
Agreement, arising out of arrangements entered into by the indemnifying party,
and all costs and expenses (including reasonable fees of counsel) of
investigating and defending such claims.
[Signature Page
Follows]
6.
In Witness
Whereof, the parties have executed this Stock
Purchase Agreement as of the date first
written above.
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COMPANY:
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By:_______________________________
Name:
Title:
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PURCHASER:
Lotus Asset Management,
LLC
By:______________________________
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