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SHARE PURCHASE AGREEMENT

Purchase and Sale Agreement

SHARE PURCHASE AGREEMENT | Document Parties: Bhakti Capital Corp | Narayan Capital Funding Corp, Inc | Willowhuasca Wellness, Inc You are currently viewing:
This Purchase and Sale Agreement involves

Bhakti Capital Corp | Narayan Capital Funding Corp, Inc | Willowhuasca Wellness, Inc

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Title: SHARE PURCHASE AGREEMENT
Governing Law: Florida     Date: 9/4/2009

SHARE PURCHASE AGREEMENT, Parties: bhakti capital corp , narayan capital funding corp  inc , willowhuasca wellness  inc
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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”).

 

EXPLANATORY STATEMENT

 

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.   PURCHASE AND SALE .

 

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.

 

1.3   Purchase Price .

 

(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:

 

(1)  

the certificate representing the Shares in proper form for transfer to Buyer;

 

(2)  

the resignation of the Company’s sole officer and director;

 

(3)  

the stock ledger, minute book, corporate seal and books and records of the Company; and

 

(4)  

a certified copy of all necessary corporate action approving the Company’s execution, delivery and performance of this Agreement.

 

 

-1-


 

(2)   Deliveries by Buyer .  At the Closing, Buyer shall deliver to Seller:

 

(1)  

payment of the Purchase Price; and

 

(2)  

a certified copy of all necessary corporate action approving Buyer’s execution, delivery and performance of this Agreement.

 

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


 
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