STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT
(this "Agreement") is made effective the 30th day of
June, 2010 by and between MAJID HADITAGHI, an individual residing in Richmond
Hill, Canada, (the "Seller") who is a majority shareholder of MoneyLogix Group,
Inc. (the “Company”) and ROSCOE INVESTMENT INTERNATIONAL LLC., a company
residing in Dubai (the "Purchaser").
RECITALS
WHEREAS,
the Seller, the majority shareholder, owns shares of the common stock, par value
$.001 per share of the Company; and
WHEREAS,
the Seller desires to sell to the Purchaser, and the Purchaser desires to
purchase from the Seller, 71,200,000 shares of Common Stock (the “Shares”), at a
purchase price of $71,200.00 (the “Purchase Price”) on and subject to the terms
of this Agreement.
AGREEMENT
NOW, THEREFORE, in
consideration of the foregoing recitals and the mutual promises hereinafter set
forth, and, other good and valuable consideration, the parties hereto agree as
follows:
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1.
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Authorization, Sale
and Issuance of Shares and
Options
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1.1 Authorization On the
Closing (as defined in Section 2.1 below), the Seller shall authorize the
issuance and shall cause the Shares to be transferred to the Purchaser at a
purchase price of one tenth of a cent (USD $0.001) per Share for an aggregate
value of USD $71,200.00 (the "Purchase Price").
1.2 Sale and Issuance of the
Shares Subject to the terms and conditions hereof the Seller shall sell
and Purchaser shall purchase the Shares at the Closing, as defined
below.
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2.
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Closing
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2.1 Closing: The
closing of the purchase and sale of the Shares (the "Closing") shall be held at
the offices of the Seller on or before 5:00 P.M. EST on June 30th, 2010, or
at such other time and place as the Seller and the Purchaser may agree in
writing (the "Closing").
2.2 Payment: On
June 30th, 2010,
the Purchaser shall make a payment to the Seller of $71,200.00 via certified
check or wire transfer.
2.3 Delivery: Subject
to the terms of this Agreement, within twenty (20) days of the Closing, the
Seller will deliver to the Purchaser the certificates representing the Shares to
be purchased by the Purchaser from the Seller.
3. Representations
and Warranties of the Seller The Seller hereby
represents and warrants to the Purchaser as of the Closing date as
follows:
(a) Authority. The Seller
has all necessary power and authority to execute, deliver and perform this
Agreement and to consummate the transactions provided for herein. This Agreement
has been duly authorized, executed and delivered by the Seller and constitutes a
valid and binding obligation of the Seller enforceable in accordance with its
terms. The execution, delivery and performance of this Agreement by the Seller
does not and will not violate any provision of any law, regulation or order, or
conflict with or result in the breach of, or constitute a default under, any
material agreement or instrument to which the Seller is a party or by which the
Seller may be bound or affected.
(b) Title. The Seller has
good and marketable title to the Shares free and clear of all liens and
encumbrances.
(c) Duly Endorsed. Seller
hereby represents and warrants to the Buyer that certificates representing the
Shares will be duly endorsed upon their transfer to the Buyer.
4.
Representations
and Warranties of
Purchaser and Restrictions on Transfer Imposed by the Securities
Act.
4.1 Representations and
Warranties by the Purchaser The Purchaser represents and warrants to the
Seller as follows:
(a) Investment
Intent This Agreement is made with the Purchaser in reliance
upon the Purchaser's representations to the Seller, evidenced by the Purchaser's
execution of this Agreement, that the Purchaser is acquiring the Shares for
investment for the Purchaser's own account, not as nominee or agent, and not
with a view to or for resale in connection with, any distribution or public
offering thereof within the meaning of the Securities Act and applicable law.
The Purchaser has the full right, power, and authority to enter into and perform
this Agreement.
(b) Shares Not
Registered The Purchaser understands and acknowledges that the
offering of the Shares pursuant to this Agreement will not be registered under
the Securities Act on the grounds that the offering and sale of securities
contemplated by this Agreement are exempt from registration under the Securities
Act pursuant to Section 4(2) thereof and exempt from registration pursuant to
applicable state securities or blue sky laws, and that the Seller's reliance
upon such exemptions is predicated upon such Purchaser's representations set
forth in this Agreement. The Purchaser acknowledges and understands that the
Shares must be held indefinitely unless the Shares are subsequently registered
under the Securities Act and qualified under state law or unless an exemption
from such registration and such qualification is available.
(c) Knowledge and
Experience 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 prospective investment in
the Shares; (ii) has the ability to bear the economic risks of the Purchaser's
prospective investment; (iii) has been furnished with and had access to such
information as the Purchaser has considered necessary to make a determination as
to the purchase of the Shares together with such additional information as is
necessary to verify the accuracy of the information supplied; (iv) has had all
questions which have been asked by the Purchaser satisfactorily answered by the
Seller; and (v) has not been offered the Shares by any form of advertisement,
article, notice, or other communication published in any
newspaper, magazine, or similar medium; or broadcast over television or radio;
or any seminar or meeting whose attendees have been invited by any such
medium.
(d) Not organized to
Purchase. The Purchaser has not been organized for the purpose
of purchasing the Shares.
(e) Affiliate
Status. The Seller is an affiliate of the Company or its
predecessor(s); as such term is defined in the Securities Act of 1933, as
amended (the “Securities
Act”).
4.2 Legends Each
certificate representing the Shares shall be endorsed with the following
legends:
(a) Federal Legend. The
securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended (the "Act") and are "restricted securities"
as defined in rule 144 promulgated under the Act. The securities may not be sold
or offered for sale or otherwise distributed except (i) in conjunction with an
effective registration statement for the shares under the Act, or (ii) pursuant
to an opinion of counsel, satisfactory to the Seller, that such registration or
compliance is not required as to said sale, offer, or distribution.
(b) Other Legends. With
respect to any other legends required by applicable law, the Seller need not
register a transfer of legended Shares, and may also instruct its transfer agent
not to register the transfer of the Shares, unless the conditions specified in
such legend is satisfied.
4.3 Rule
144. The Purchaser is aware of the adoption of Rule 144 by the
SEC promulgated under the Securities Act, which permits limited public resale of
securities acquired in a nonpublic offering, subject to the satisfaction of
certain conditions. The Purchaser understands that under Rule 144, the
conditions include, among other things: the availability of certain, current
public information about the issuer and the resale occurring not less than one
year after the party has purchased and paid for the securities to be
sold.
5.
Conditions to
Closing
5.1 Conditions to the
Purchaser's Obligations The obligations of the Purchaser to purchase the
Shares at the Closing are subject to the fulfillment to its satisfaction, on or
prior to the Closing, of the following conditions, any of which may be waived in
accordance with the provisions hereof:
(a) Representations and
Warranties Correct: Performance of Obligations The representations and
warranties made by the Seller in Section 3 hereof shall be true and correct when
made and at the Closing. The Seller's business and assets shall not have been
adversely affected in any material way prior to the Closing. The Seller shall have performed in
all material respects all obligations and conditions herein required to be
performed or observed by it on or prior to the Closing.
(b) Consents and Waivers
The Seller shall have obtained in a timely fashion any and all consents,
permits, and waivers necessary or appropriate for consummation of the
transactions contemplated by this Agreement.
5.2 Conditions to Obligations of
the Seller The Seller's obligation to sell the Shares at the Closing is
subject to the condition that the representations and warranties made by the
Purchaser in Section 4 hereof shall be true and correct when made, and on the
Closing.
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6.
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Registration
Rights
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The
Purchaser is not entitled to any registration rights under this Agreement or
associated with the purchase of the Shares. The purchase shall be subject to
such private restrictions on the transfer of the Shares as are designated from
time to time by the Seller or its investment bankers or
underwriters.
7.
Miscellaneous
7.1 Governing Law This
Agreement shall be governed in all respects by the laws of the State of Nevada
as such laws are applied to agreements between residents entered into and to be
performed entirely within the State of Nevada.
7.2 Survival The
representations, warranties, covenants and agreements made herein shall survive
the Closing of the transactions contemplated hereby, notwithstanding any
investigation made by the Purchaser. All statements as to factual matters
contained in any certificate or other instrument delivered by or on behalf of
the Seller pursuant hereto or in connection with the transactions contemplated
hereby shall be deemed to be representations and warranties by the Seller
hereunder as of the date of such certificate or instrument.
7.3 Successors and
Assigns Except as otherwise expressly provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon, the successors,
assigns, heirs, executors, and administrators of the parties
hereto.
7.4 Entire Agreement This
Agreement and the other documents delivered pursuant hereto constitute the full
and entire understanding and agreement between the parties with regard to the
subjects hereof and thereof and they supersede, merge, and render void every
other prior written and/or oral understanding or agreement among or between the
parties hereto.
7.5 Notices, etc All
notices and other communications required or permitted hereunder shall be in
writing and shall be delivered personally, mailed by first class mail, postage
prepaid, or delivered by courier or overnight delivery, addressed (a) if to a
Purchaser, at such Purchaser's address set forth on the Schedule of Purchaser,
or at such other address as such Purchaser shall have furnished to the Seller in
writing, or (b) if to the Seller, at its address set forth at the beginning of
this Agreement, or at such other address as the Seller shall have
furnished to the Purchaser in writing. Notices that are mailed shall be deemed
received five (5) days after deposit in the United States mail. Notices sent by
courier or overnight delivery shall be deemed received two (2) days after they
have been so sent.
7.6 Severability In case
any provision of this Agreement shall be found by a court of law to be invalid,
illegal, or unenforceable, the validity, legality, and enforceability of the
remaining provisions of this Agreement shall not in any way be affected or
impaired thereby.
7.7 Finder's Fees and Other
Fees
(a) The
Seller (i) represents and warrants that it has retained no finder or broker in
connection with the transactions contemplated by this Agreement, and (ii) hereby
agrees to indemnify and to hold Purchaser harmless from and against any
liability for commission or compensation in the nature of a finder's fee to any
broker or other person or firm (and the costs and expenses of defending against
such liability or asserted liability) for which the Seller, or any of its
employees or representatives, is responsible.
(b) The
Purchaser (i) represents and warrants that the Purchaser has retained no finder
or broker in connection with the transactions contemplated by this Agreement,
and (ii) hereby agrees to indemnify and to hold the Seller harmless from and
against any liability for any commission or compensation in the nature of a
finder's fee to any broker or other person or firm (and the costs and expenses
of defending against such liability or asserted liability) for which such
Purchaser is responsible.
7.8 Expenses The Seller
and the Purchaser shall each bear their own expenses and legal fees in
connection with the consummation of this transaction.
7.9 Titles and Subtitles
The titles of the sections and subsections of this Agreement are for convenience
of reference and are not to be considered in construing this
Agreement.
7.10 Counterparts This
Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall constitute one
instrument.
7.11 Delays or Omissions
No delay or omission to exercise any right, power, or remedy accruing to the
Seller or to any holder of any securities issued or to be issued hereunder shall
impair any such right, power, or remedy of the Seller or such holder, nor shall
it be construed to be a waiver of any breach or default under this Agreement, or
an acquiescence therein, or of or in any similar breach or default thereafter
occurring; nor shall any failure to exercise any right, power, or remedy or any
waiver of any single breach or a waiver of any other right, power, or remedy or
breach or default theretofore or thereafter occurring. All remedies, either
under this Agreement, or by law or otherwise afforded to the Seller or any
holder, shall be cumulative and not alternative.
IN WITNESS WHEREOF, the
parties hereto have executed this Agreement this 30th day of
June 2010.
| SELLER: | PURCHASER: | |||||
| MAJID HADITAGHI | ROSCOE INVESTMENT INTERNATIONAL LLC | |||||
| By: |
/s/ Majid
Haditaghi
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By: |
/s/
Nasser Gulmani Henareh
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Name:
Majid Haditaghi
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Name:
Nasser Gulmani Henareh
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Title:
President
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Title:
President
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