EXHIBIT 10.1
SHARE PURCHASE
AGREEMENT
THIS SHARE PURCHASE AGREEMENT
(the "Agreement") is entered into on
the 9 th day of October, 2009, by and among Narayan
Capital Funding Corp., Inc., a Florida corporation
(“Buyer”), Willowhuasca Wellness, Inc.
(“Seller”), and Darshan Equity Investment, Inc., 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
corpor
