STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this “Agreement”) is
made and entered into on October 23, 2007, by and among the
following parties (each, a “Party” and collectively,
the “Parties”): itLinkz Group, Inc., a Delaware
corporation (the “Company”), Jeremy P. Feakins
(“Feakins”) and Growth Capital Resources, LLC
(“Growth Capital”).
WHEREAS, the Company owns all of the capital stock of
itLinkz Corporation, a Delaware corporation (the
“Subsidiary”), and the Company has assigned to the
Subsidiary all of its assets relating to the business that it
carried on during the year prior to September 28, 2007 (the
“Business”); and
WHEREAS, Feakins and Growth Capital have loaned funds to the
Company and Feakins has performed services under contract to the
Company, such that on this date the aggregate debt of the Company
to Feakins and Growth Capital is $1,142,052.90; and
WHEREAS, Feakins desires to acquire the Subsidiary, and the
Company is willing to transfer the Subsidiary to Feakins in
exchange for the considerations set forth below; and
WHEREAS, Feakins controls Growth Capital, and Growth Capital
is willing to facilitate Feakins’ acquisition of the
Subsidiary on the terms set forth herein.
NOW, THEREFORE, it is agreed:
ARTICLE
1 :
TRANSFER OF SUBSIDIARY
1.1
The Company hereby transfers and
assigns to Feakins all of the outstanding capital stock of the
Subsidiary. The Company represents that no certificates have
been issued for the capital stock of the Subsidiary, and that the
execution and delivery of this agreement transfers to Feakins all
right, title and interest in the capital stock of the Subsidiary,
free of liens, claims and encumbrances.
1.2
Feakins
acknowledges and agrees that he has superior knowledge regarding
the Business and the financial condition of the Subsidiary to that
of any other member of the management of the Company.
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