EXHIBIT
10.2
RESTRICTED STOCK PURCHASE
AGREEMENT
THIS
RESTRICTED STOCK PURCHASE AGREEMENT (“Agreement”) is made as of the 15
day of January, 2009, by and between John Spencer, Derrick Waldman
and Louis Waldman ( collectively the
“Sellers”) and Allhomely International Limited
(“Purchaser”), as to two million two hundred thousand
(2,200,000) restricted shares, of Promodoeswork.com Inc., a Nevada
corporation.
WHEREAS, the
Sellers are the owners of two million two hundred thousand
(2,200,000) restricted shares of common stock (the
“Shares”) of Promodoeswork.com Inc., a Nevada
corporation (the "Company"); and
WHEREAS, John
Spencer owns one hundred thousand (100,000) of the Shares, Derrick
Waldman owns one hundred thousand (100,000) of the Shares, and
Louis Waldman owns two million (2,000,000) of the Shares;
and
WHEREAS, the
Sellers propose to sell to the Purchaser all of the Shares
currently owned by the Sellers by and according to the terms set
forth herein.
NOW THEREFORE,
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:
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1.
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PURCHASE,
SALE AND CLOSING
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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 Eighty
Seven Thousand Five Hundred U.S. Dollars (
$87,500.00 ) (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
the15 day of January, 2009 (the “Closing
Date”).
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2.
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REPRESENTATIONS AND WARRANTIES OF THE
SELLER
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2.1 The
Seller warrants, covenants and represents to the Purchaser
that:
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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;
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the Seller has
the legal power and authority to execute and deliver this Agreement
and all other documents required to be executed and
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