STOCK PURCHASE
AGREEMENT, dated as of April 4, 2007, by and between Frank
Cassell and Tom Cassell (collectively, the
“Purchasers”) and Conventional All Holdings, Inc. (the
“Company”), a Delaware corporation.
WHEREAS, the
Unanimous Written Consent of the Board of Directors (the
“Consent”) [of Convention All Holdings, Inc. (the
“Company”), a Delaware corporation] To Action Taken
Without a Meeting, dated as of March 29, 2007, authorized the
officers of the Company to sell and convey to Tom Cassell and Frank
Cassell all of the Company’s right, title and 100% ownership
in Convention All Services, Inc. (the “Subsidiary”), an
Illinois corporation, specifically including its assets and
liabilities, and all the remaining assets and liabilities of the
Company, if any; and
WHEREAS, the
Company and Purchasers desire to consummate the transactions
authorized in the Consent.
NOW, THEREFORE,
in consideration of the premises and the mutual promises
hereinafter contained, it is agreed as follows:
1. PURCHASE
AND SALE OF STOCK. The Company agrees to sell, and Purchasers agree
to buy, all of the issued and outstanding shares of Conventional
All Services, Inc. (the “Subsidiary”), an Illinois
corporation, for valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the
Company.
2. PURCHASE
OF ASSETS OF THE COMPANY. The Company agrees to sell, and the
Purchasers agree to buy, all or substantially all of the assets of
Company, simultaneously with the purchase of the shares of the
Subsidiary, for valuable consideration the receipt and sufficiency
of which is hereby acknowledged by the Company.
3. REPRESENTATIONS
AND WARRANTIES. The transfer and sale by the Company is made only
as to warranty of title. Purchasers each herewith represent and
warrant that they are familiar with the affairs and business of the
Company and the Subsidiary, including the assets and liabilities of
the Company and the Subsidiary, and accept the sale,
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