Exhibit 10.1
Form of Stock Purchase and Sale Agreement
STOCK PURCHASE AND SALE AGREEMENT
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THIS AGREEMENT is entered into this 19th day of October, 2009 by
and between
Manfred Wutzer, Calle Belgica, 48 E-07180 Nova Santa Ponsa de
Mallorca, Balearic
Islands, Spain, (the "Buyer"), Selling Shareholders, as set forth
on Exhibit A
(the "Sellers") and Apollo Entertainment Group, Inc., a Florida
corporation with
an address of 1400 NW 65th Avenue Bay A Plantation, Fl. 33313 ("the
Company"),
all in accordance with the terms and conditions herein..
RECITALS
WHEREAS, the Sellers are
the legal or beneficial owners of 15,950,237
shares (the "Securities") of common stock of the Company which
represents 95.82%
of the issued and outstanding shares of common stock of the
Company; and
WHEREAS, Sellers desire
to sell and transfer to Buyer and Buyer desires
to purchase in accordance with the terms and conditions set forth
herein, a
total of 15,950,237 shares of common stock out of the total
16,644,659 issued
and outstanding shares of common stock at time of closing in the
Company; and
WHEREAS, it is in the
best interest of the Company and its continued
operations to enter into this transaction.
NOW, THEREFORE, in
consideration of the mutual promises and covenants
contained herein and other good and valuable consideration, the
receipt and
sufficiency of which is hereby acknowledged, the parties intending
to be legally
bound agree as follows:
ARTICLE I
DEFINITIONS
For purposes of this
Agreement, the following terms have the meanings
specified or referred to in this Article 1: -
"BEST EFFORTS"--the
efforts that a prudent Person desirous of achieving
a result would use in similar circumstances to ensure that such
result is
achieved as expeditiously as possible, provided, however, that an
obligation to
use Best Efforts under this Agreement does not require the Person
subject to
that obligation to take actions that would result in a materially
adverse change
in the benefits to such Person of this Agreement and the
Contemplated
Transactions.
"BREACH"--a "Breach" of
a representation, warranty, covenant,
obligation, or other provision of this Agreement or any instrument
delivered
pursuant to this Agreement will be deemed to have occurred if there
is or has
been (a) any inaccuracy in or breach of, or any failure to perform
or comply
with, such representation, warranty, covenant, obligation, or other
provision,
or (b) any claim (by any Person) or other occurrence or
circumstance that is or
was inconsistent with such representation, warranty, covenant,
obligation, or
other provision, and the term "Breach" means any such inaccuracy,
breach,
failure, claim, occurrence, or circumstance.
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"DEFAULT"- the failure
to pay any portion of the Purchase Price within
the time frame set forth in this Agreement or the failure to
deliver the common
stock as required in the agreement.
"PROCEEDING"--any
action, arbitration, audit, hearing, investigation,
litigation, or suit (whether civil, criminal, administrative,
investigative, or
informal) commenced, brought, conducted, or heard by or before, or
otherwise
involving, any Governmental Body or arbitrator.
"THREATENED"--a claim,
Proceeding, dispute, action, or other matter will
be deemed to have been "Threatened" if any demand or statement has
been made
(orally or in writing) or any notice has been given (orally or in
writing), or
if any other event has occurred or any other circumstances exist,
that would
lead a prudent Person to conclude that such a claim, Proceeding,
dispute,
action, or other matter is likely to be asserted, commenced, taken,
or otherwise
pursued in the future.
ARTICLE II
PURCHASE AND SALE OF SECURITIES AND SECURITY
Section 2.1 SALE OF SECURITIES: Subject to
the terms and conditions set
forth in this Agreement, Sellers shall transfer and convey the
Securities to Buyer, free and clear of any and all liens,
claims, and encumbrances, except for any restrictive legends
appearing on any of the stock certificates.
Section 2.2 CONSIDERATION:
(a) As payment for the transfer of the Securities by Sellers to
Buyer, Buyer shall deliver the sum of Two Hundred Sixty-one
Thousand Three Hundred Sixty-five and 37/100's Dollars
($261,365.37) (the "Purchase Price"), and Sellers shall deliver
the Securities (15,950,237 shares) to the escrow agents as more
fully set forth below.
It is agreed and understood that the Selling Shareholders shall
not be required to transfer any portion of the Securities
unless
and until the required consideration has been paid in full.
Section 2.3 ESCROW: All funds shall be paid
to Mr. Gregory M. Wilson, Esq.
as Buyer's Escrow Agent (the "Wilson Escrow"). All share
certificates shall be delivered to Mr. Jeffrey Klein, Esq. as
Seller's Escrow Agent (the "Klein Escrow"). Prior to closing,
Buyer shall deposit Two Hundred Sixty-one Thousand Three
Hundred
Sixty-five and 37/100's Dollars ($261,365.37) into the Wilson
Escrow with instruction that
such sum be paid to the Klein
Escrow which will subsequently distribute the funds to Sellers
at Closing. Prior to closing, Sellers shall deposit with Klein
Escrow Agent, 15,950,237 shares of common stock with
instruction
that such certificates be delivered to the Wilson Escrow which
will subsequently deliver the certificates to Buyer at Closing.
All share certificates to be delivered with a medallion
signature guaranteed stock power for transfer of such shares to
Buyer.
Section 2.4 PAYMENT AND DELIVERY:
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ARTICLE III
PRECONDITIONS TO CLOSING/DUE DILIGENCE
Section 3.1 CONDITIONS TO CONSUMMATION OF
THE TRANSACTION: The respective
obligations of the parties with respect to this Transaction
shall be subject to satisfaction of conditions customary to
transactions of this type, including without limitation, (a)
execution of this Stock Purchase and Sale Agreement by all
parties; (b) absence of pending or threatened litigation,
investigations or other matters affecting the Sellers, the
Buyer
or the Transaction; and (c) satisfactory completion by the
Buyer
and the Sellers of due diligence investigation of the other
party.
Section 3.2 DUE DILIGENCE: Buyer shall be
provided with access to the
Companies books, records, financial statements, shareholder
lists and other information as may reasonably be necessary to
complete due diligence on, or
before the Closing date. (the "Due
Diligence Review Period").
Section 3.3 CONDITIONS PRECEDENT TO BUYER'S
OBLIGATION TO CLOSE: Buyers
obligation to purchase the Securities and to take the other
actions required to be taken by Buyer at the Closing is subject
to the satisfaction, at or prior to the Closing, of each of the
following conditions (any of which may be waived by Buyer, in
whole or in
part):
(a) All representations and warranties of the Sellers contained
herein being true at the time of Closing;
(b) Since the date of this Agreement, there must not have been
commenced or threatened
against Buyer, or against any person
affiliated with Buyer, any Proceeding (i) involving any
challenge to, or seeking damages or other relief in connection
with the contemplated Transaction, or (ii) that may have the
effect of preventing, delaying, making illegal, or otherwise
interfering with the contemplated transactions.
Section 3.4 CONDITIONS PRECEDENT TO SELLERS
OBLIGATION TO CLOSE: Sellers
obligation to sell the Securities and to take the other actions
required to be taken by the Sellers at Closing is subject to
the
satisfaction, at or prior to Closing, of each of the following
conditions (any of which may be waived by the
Sellers, in whole
or in part):
(a) All representations and warranties of Buyer contained
herein
being true at the time of Closing;
(b) Buyer shall have tendered the consideration as specified
for
Closing.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLERS
THE SELLERS REPRESENT AND WARRANT THAT:
Section 4.1 MARKETABLE TITLE: The Sellers
shall convey to Buyer good and
marketable title in and to the Securities, free and clear of
any
and all liens, claims and encumbrances, including, but not
limited to, any and all pledges and security interests, and all
other defects of title of any type whatsoever except for any
restrictive legends which may appear on certain certificates as
more fully set forth in Exhibit A.
Section 4.2 AUTHORITY: The Sellers have the
right, power, legal capacity and
authority to enter into and perform its respective obligations
under this Agreement and no approvals or consents of any
persons
or entities are necessary in connection with it;
Section 4.3 OUTSTANDING CLAIMS, SUITS OR
ACTIONS: Sellers, individually and
jointly are not aware of any outstanding claims, suits or
actions or potential claims, suits or actions in connection
with
the contemplated sale of the common stock.
Section 4.4 CONTRACTS: The Sellers are not
party to any agreement, contract,
or understanding, oral or written, express or implied, which
would prevent them from lawfully entering into this Agreement
or
which would create an obligation upon any of them as a result
of
this transaction.
Section 4.5 NO IMPLIED WARRANTIES OR
REPRESENTATIONS. Except as set forth
herein, the Sellers have made no other representations or
warranties to the Buyer with respect to the Securities or the
transaction.
ARTICLE V
REPRESENTATION AND WARRANTIES OF THE COMPANY
Representations, Warranties Covenants, Obligations and General
Provisions: The
Company represents and warrants to Buyer as of the date hereof and
as of the
Closing Date:
Section 5.1 INCORPORATION, AUTHORITY AND
QUALIFICATION OF THE COMPANY. The
Company is a corporation duly incorporated, validly existing
and
in good standing under the laws of the State of Florida. The
Company has all necessary corporate power and authority to
carry
on the business now being conducted by it. The Company is duly
qualified to do business, and is in good standing, in each
jurisdiction, if any, where the character of its properties
owned, operated or leased or the nature of its activities makes
such qualification necessary. The Company is authorized to
issue
100,000,000 common shares, par value $0.001 per share. There
are
16,644,659 shares are issued and outstanding. No other classes
of stock are authorized or issued. There are no outstanding
options, warrants, rights or otherwise. All options, warrants,
rights
or otherwise have either expired or been exercised in
accordance with the governing terms of their contracts. There
are no agreements to redeem any outstanding securities. The
Company's transfer agent is Florida Atlantic Stock Transfer,
Inc.
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Section 5.2 ENFORCEABILITY OF AGREEMENT
AGAINST THE COMPANY. The Company has
all necessary power and authority to enter into this Agreement
and the Related Documents to which they are parties, to carry
out their obligations hereunder and thereunder and to
consummate
the transactions contemplated hereby and thereby. This
Agreement
has been, and each Related Document to which the Company is a
party will be, duly executed and delivered by the Company. Such
execution and delivery, and the performance by the Company of
this Agreement and such Related
Documents, and all transactions
contemplated hereby and thereby, have been duly and validly
authorized by any necessary corporate actions on the part of
the
Company. This Agreement constitutes, and each Related Document
to which the Company is a party will constitute, the legal,
valid and binding obligations of the Company, enforceable
against it in accordance with the respective terms, except as
the same may be limited by bankruptcy, insolvency (including,
without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium and similar laws affecting the
rights
and remedies of creditors generally and the application of
general principles of equity.
Section 5.3 SHARES. No Person has any
preemptive right to purchase any
shares or any other ownership interest in the Company. There
are
no contracts, arrangements, commitments or restrictions
relating
to the issuance, sale, transfer or purchase or obtaining of
shares or other ownership interests in the Company, except for
this Agreement.
Section 5.4 SUBSIDIARIES. With the
exception of Alpha Music Group, Inc., the
Company does not have any direct or indirect equity investment
in any other individual, partnership, corporation, association,
joint stock company, trust, joint venture, unincorporated
association, governmental unit, or any department, agency or
political subdivision, (herein, "Person"). The Company is not a
party
to any agreement to own or control, nor does the Company
have the direct or indirect right to acquire an ownership
interest in any other Person.
Section 5.5 NO CONFLICT. The execution and
delivery by the Company of this
Agreement and each Related Document to which the Company is a
Party has been obtained and all filings and notifications
required by law, agreement or otherwise have been made, the
performance
by the Company of this Agreement and each Related
Document to which they are parties will not:
(a) Violate or conflict with any term or provision of the
articles or certificate of incorporation (or other charter
documents) of the Company;
(b) Conflict with or violate any law, rule, regulation, order,
writ, judgment, injunction, decree, determination or award
applicable to Company;
(c) Conflict with, result in any breach of, constitute a
default
(or event which with the giving of notice or lapse of time, or
both, would become a default) under, give to others any rights
of termination,
amendment, acceleration or cancellation of, or
result in the creation of any lien on any of the assets
pursuant
to, any assigned contract or any licenses;
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(d) Without limiting the generality of the foregoing, result in
the termination, denial or impairment of any material contract,
arrangement or benefit granted with respect to the Company's
business, or require the payment of any fees, taxes
or
assessments, pursuant to any federal, state or local program
relating to minority-owned businesses.
Section 5.6 CONSENTS, APPROVALS AND
NOTIFICATIONS. The execution and
delivery by the Company of this Agreement and each Related
Document to which the Company is a Party does not, and the
performance by the Company of this Agreement and such Related
Documents will not, require any consent, approval,
authorization
or other action by, or filing with or notification to, any
Governmental Authority or any other Person.
Section 5.7 FINANCIAL STATEMENTS. The
Company's Audited Financial Statements
(a) have been prepared in conformity with GAAP applied on a
consistent basis from year to year (except as noted otherwise
therein); and (b) assuming the Company will continue as a going
concern, are true and correct and present fairly in all
material
respects the financial condition of the Company and the results
of operations and changes in cash flow of the Company for the
periods to which each relates. To the knowledge of the Company,
the Interim Financial Statements, (a) have been prepared in
conformity with GAAP applied on a consistent basis from year to
year (except as noted otherwise therein), subject to normal
recurring year-end adjustments (the effect of which will not,
individually or in the aggregate, be material) and the absence
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