EXHIBIT 10.1
SHARE PURCHASE
AGREEMENT
THIS SHARE PURCHASE AGREEMENT
(the "Agreement") is entered into on
the 4th day of September, 2009, by and among Narayan Capital
Funding Corp., Inc., a Florida corporation (“Buyer”),
Willowhuasca Wellness, Inc. (“Seller”), and Bhakti
Capital Corp., a Florida corporation (the
“Company”).
WHEREAS, Seller desires to sell, and Buyer desires to
acquire, ninety percent (90%) of the issued and outstanding shares
of common stock of the Company (the “Common Stock”), on
the terms described below.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants, conditions and promises hereinafter set forth, the
parties hereto agree as follows:
1.1 Shares
. On the terms and subject to the conditions herein
provided, Seller agrees to sell, transfer and assign to Buyer, and
Buyer agrees to purchase and acquire from Seller, on the Closing
Date (as defined in Section 1.4 below), Two Million Seven Hundred
Thousand (2,700,000) shares (the “Shares”) of Common
Stock. The Company has issued and outstanding an
aggregate of Three Million (3,000,000) shares of common
stock.
1.2 Excluded
Liabilities . Buyer will not acquire, and Seller
shall pay or cause the Company to pay, all of the Company’s
liabilities as of the Closing Date.
(1) Purchase
Price . The aggregate purchase price for the Shares
to be sold by Seller and to be purchased by Buyer is Ten Thousand
Dollars ($10,000), which is payable upon the closing of this
Agreement.
(2) Manner of
Payment . Buyer shall pay the Purchase Price by
check or wire transfer of immediately available funds to an account
designated by Seller.
1.4 Closing;
Effective Date . Subject to the satisfaction of the
conditions stated in Section 6, the closing of the transactions
contemplated by this Agreement (the “Closing”) shall
take place at the Seller's office at 10:00 a.m. EDT on the date
first above written (the “Closing Date”).
1.5 Transactions
and Documents at Closing .
(1) Deliveries by
Seller and the Company . At the Closing, Seller and
the Company shall deliver to Buyer:
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the certificate
representing the Shares in proper form for transfer to
Buyer;
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the resignation
of the Company’s sole officer and director;
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the stock
ledger, minute book, corporate seal and books and records of the
Company; and
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a certified
copy of all necessary corporate action approving the
Company’s execution, delivery and performance of this
Agreement.
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(2) Deliveries by
Buyer . At the Closing, Buyer shall deliver to
Seller:
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payment of the
Purchase Price; and
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a certified
copy of all necessary corporate action approving Buyer’s
execution, delivery and performance of this Agreement.
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2. ADDITIONAL
AGREEMENTS .
2.1 Cooperation;
Further Assurances . Each of the parties hereto will
cooperate with the other and execute and deliver to the other
parties hereto such other instruments and documents, provide such
other notices or communications and take such other actions as may
be reasonably requested from time to time by any other party hereto
as necessary to carry out the intended purposes of this
Agreement.
3.
REPRESENTATIONS, COVENANTS AND WARRANTIES OF SELLER AND THE
COMPANY .
To induce Buyer to enter into this Agreement and
to consummate the transactions contemplated hereby, Seller and the
Company represent and warrant to and covenant with Buyer as
follows:
3.1
Organization . Each of the Company and the Seller
is a corporation duly organized, validly existing and in good
standing under the laws of the State of Florida.
3.2 Execution; No
Inconsistent Agreements .
(1) The execution and
delivery of this Agreement and the performance of the transactions
contemplated hereby have been duly and validly authorized and
approved by Seller and the Company, and this Agreement is a valid
and binding agreement of Seller and the Company, enforceable
against Seller and the Company in accordance with its
terms.
(2) The execution and
performance of this Agreement by Seller does not constitute a
breach or violation of the organizational or governing documents of
Seller or the Company, or a material default under any of the
terms, conditions or provisions of (or an act or omission that
would give rise to any right of termination, cancellation or
acceleration under) any agreement or obligation to which Seller or
the Company is a party.
3.3 Title to
Shares . Seller shall transfer to Buyer good and
valid title to the Shares, free and clear of all liens and
encumbrances.
4.
REPRESENTATIONS, COVENANTS AND WARRANTIES OF BUYER
.
To induce Seller and the Company to enter into
this Agreement and to consummate the transactions contemplated
hereby, Buyer represents and warrants to and covenants with Seller
and the Company as follows:
4.1 Organization;
Compliance . Buyer is a corporat