EXHIBIT
10.1
AFFILIATE STOCK PURCHASE
AGREEMENT
THIS
AFFILIATE STOCK PURCHASE AGREEMENT (“Agreement”) is made as of the 15
day of January, 2009, by and between Darryl Mills
(“Seller”) and Allhomely International Limited
(“Purchaser”), as to two million (2,000,000) restricted
shares, of Promodoeswork.com Inc., a Nevada corporation.
WHEREAS, the
Seller is the owner of two million (2,000,000)
restricted shares of common stock (the “Shares”) of
Promodoeswork.com Inc., a Nevada corporation (the "Company");
and
WHEREAS, the
Seller proposes to sell to the Purchaser all of the Shares
currently owned by the Seller by and according to the terms set
forth herein.
In
consideration of the premises, representations, warranties and
covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
|
1.
|
PURCHASE,
SALE AND CLOSING
|
1.1 The
Seller hereby agrees to sell, assign, transfer and deliver to the
Purchaser, and the Purchaser hereby agrees to purchase from the
Seller, the Shares for the purchase price of One Hundred
Thousand U.S. Dollars ( $100,000.00 ) (the "Purchase
Price"). The full amount of the Purchase Price shall be
delivered U.S. Dollars, by wire transfer to an escrow account
established with Andrew J Befumo, PLLC, (“Escrow
Agent”).
1.2
Closing . The closing (“Closing”) of
the transactions contemplated hereby will occur on, or, before the
15 th
day of January, 2009 (the
“Closing Date”).
|
2.
|
REPRESENTATIONS AND WARRANTIES OF THE
SELLER
|
2.1 The
Seller warrants, covenants and represents to the Purchaser
that:
|
|
|
immediately
prior to and at the Closing, the Seller shall be the legal and
beneficial owner of the Purchased Shares and on the Closing Date,
the Seller shall transfer to the Purchaser the Purchased Shares
free and clear of all liens, restrictions, covenants or adverse
claims of any kind or character;
|
|
|
|
the Seller has
the legal power and authority to execute and deliver this Agreement
and all other documents required to be executed and delivered by
the Seller hereunder and to consummate the transactions
contemplated hereby; and
|
|
|
|
the Seller is,
or has been during the past ninety (90) days, an officer, director,
10% or greater shareholder or "affiliate" of the Company, as that
term is defined in Rule 144 promulgated under the United States
Securities Act of 1933, as amended (the "Securities
Act");
|
|
|
|
to the best of
the knowledge, information and belief of the Seller there are no
circumstances that may result in any material adverse effect to the
Company or the value of the Purchased Shares that are now in
existence or may hereafter arise;
|
|
|
|
as of the
Closing Date the Seller shall not be indebted to the Company and
the Company shall not be indebted to the
Seller;
|
|
|
|
the Seller does
not now, n
|
|
