Exhibit 10.1
STOCK PURCHASE
AGREEMENT
BETWEEN
OWNERTEL, INC.,
WILLIAM G. HEAD,
III,
ELIZABETH CREWS
AND
BLUEPOINT FINANCIAL,
LLC
DATED AS OF
THE 30 TH
DAY OF APRIL,
2007
STOCK PURCHASE
AGREEMENT
This STOCK PURCHASE AGREEMENT
(the “ Agreement ”) is made and entered into as
of the 30 th day of April, 2007 (the “
Agreement Date ”) by and among OWNERTEL, INC.,
a corporation organized and existing under the laws of the State of
Georgia (“ Company ”); WILLIAM G. HEAD,
III (“ Head ”), ELIZABETH CREWS
(“ Crews ”) and BLUEPOINT FINANCIAL, LLC
, a Nevada limited liability company (“ Investor
”).
RECITALS:
WHEREAS , the Company is significantly delinquent in its
periodic filings with the U.S. Securities and Exchange Commission
(“SEC”);
WHEREAS , the Company requires a substantial cash
infusion in order to make any necessary SEC filings, and to operate
in the manner as determined by the officer(s) and director(s) after
Closing;
WHEREAS , Head and Crews are the largest shareholders of
the Company;
WHEREAS , the Investor wishes to purchase from each of
Head and Crews 5,250,000 shares of the Company’s common
stock, par value $0.001 per share (the “Common Stock”)
and have the Company issue to Investor 50,000,000 shares of Common
Stock upon the terms and subject to the conditions of this
Agreement; and
WHEREAS , the parties intend to memorialize the sale of
said Common Stock by Head and Crews and the issuance of said Common
Stock by the Company and the purchase of all of said Common Stock
by Investor.
NOW, THEREFORE
, in consideration of the Recitals,
the mutual covenants and premises contained herein, and for other
good and valuable consideration, the receipt and adequacy of which
are hereby conclusively acknowledged, the parties hereto, intending
to be legally bound, agree as follows:
ARTICLE I
INCORPORATION BY REFERENCE
SUPERSEDER AND DEFINITIONS
1.1.
Incorporation by
Reference . The
foregoing recitals and the Exhibits and Schedules attached hereto
and referred to herein, are hereby acknowledged to be true and
accurate, and are incorporated herein by this reference.
1.2.
Superseder . This Agreement, to the extent that it is
inconsistent with any other instrument or understanding among the
parties governing the affairs of the Company, shall supersede such
instrument or understanding to the fullest extent permitted by law.
A copy of this Agreement shall be filed at the Company’s
principal office.
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1.3.
Certain Definitions . For purposes of this Agreement,
the following capitalized terms shall have the following meanings
(all capitalized terms used in this Agreement that are not defined
in this Article I shall have the meanings set forth elsewhere in
this Agreement):
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(a)
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“1933 Act”
means the Securities Act of 1933, as
amended.
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(b)
“1934 Act” means the Securities Exchange Act of
1934, as amended.
(c)
“Affiliate ” means a Person or Persons directly
or indirectly, through one or more intermediaries, controlling,
controlled by or under common control with the Person(s) in
question. The term “control,” as used in the
immediately preceding sentence, means, with respect to a Person
that is a corporation, the right to the exercise, directly or
indirectly, of more than 50 percent of the voting rights
attributable to the shares of such controlled corporation and, with
respect to a Person that is not a corporation, the possession,
directly or indirectly, of the power to direct or cause the
direction of the management or policies of such controlled
Person.
(d)
“Articles” means the Articles of Incorporation
of the Company as the same may be amended from time to
time.
(e)
“Closing” shall mean the Closing of the
transactions contemplated by this Agreement on the Closing
Date.
(f)
“Closing Date” means not more than five (5)
business days following the Agreement Date.
(g)
“Common Stock ” means shares of common stock of
the Company, par value $0.001 per share
(h)
“Material Adverse Effect” shall mean any event,
change or effect that is materially adverse, individually or in the
aggregate, to the condition (financial or otherwise), business,
operations, properties of the Company or its subsidiaries and
affiliates, taken as a whole, and/or any condition, circumstance,
or situation that would prohibit or otherwise materially interfere
with the ability of the Company to perform any of its material
obligations under this Agreement or to perform its obligations
under any other material agreement.
(i)
“Georgia Code” means the Corporation Law of
Georgia, as amended.
(j)
“Person” means an individual, partnership, firm,
limited liability company, trust, joint venture, association,
corporation, or any other legal entity.
(k)
“Preferred Stock” means shares of preferred
stock of the Company, par value $0.001 per share.
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(l) “
Purchase Price Payable to the Company ” means the
Thirty Thousand Dollars ($30,000) to be paid by the Investor to the
Company for the Common Stock to be issued by the Company to the
Investor.
(m) “
Purchase Price Payable to Crews ” means the Three
Thousand One Hundred Fifty Dollars ($3,150) to be paid by the
Investor to Crews for the Common Stock being sold by Crews to the
Investor.
(n)
“Purchase Price Payable to Head ” means the
Three Thousand One Hundred Fifty Dollars ($3,150) to be paid by the
Investor to Head for the Common Stock being sold by Head to the
Investor.
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(o)
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“SEC”
means the Securities and Exchange
Commission.
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(p)
“SEC Filings” shall mean all periodic and
current reports which the Company will be filing with the
SEC.
(q) “
Transaction Documents ” shall mean this Agreement, all
Schedules and Exhibits attached hereto and all other documents and
instruments to be executed and delivered by the parties in order to
consummate the transactions contemplated hereby, including, but not
limited to the documents listed in Sections 3.2, 3.3, 3.4 and 3.5
hereof.
ARTICLE II
ISSUANCE, SALE AND PURCHASE
OF
OWNERTEL, INC. COMMON
STOCK
2.1.
Sale
of Common Stock Owned by Head and Crews . Upon the terms
and subject to the conditions set forth herein, and in accordance
with applicable law, Head and Crews shall each sell to the
Investor, and the Investor agrees to purchase from each of Head and
Crews, on the Closing Date, Five Million Two Hundred Fifty Thousand
(5,250,000) shares of Common Stock in exchange for the Purchase
Price Payable to Head and the Purchase Price Payable to Crews,
respectively. Head and Crews shall each cause said shares of Common
Stock to be transferred to the Investor at Closing.
2.2.
Issuance and Sale of Common Stock by the Company .
Upon the terms and subject to the conditions set forth herein, and
in accordance with applicable law, the Company agrees to issue to
the Investor, and the Investor agrees to purchase from the Company,
on the Closing Date Fifty Million (50,000,000) shares of Common
Stock in exchange for the Purchase Price Payable to the Company.
The Purchase Price payable to the Company shall be paid by the
Investor to the Company on the Closing Date by a wire transfer to
the Company. The Company shall cause the Common Stock to be issued
to the Investor at Closing.
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2.3.
Purchase
Price . The Purchase Price Payable to Head and the Purchase
Price Payable to Crews shall be delivered by the Investor to each
of Head and Crews in good check at Closing. The Purchase Price
Payable to the Company shall be in the form of checks or wire
transfers made payable to the Company in United States Dollars on
and after the Closing Date.
ARTICLE III
CLOSING DATE AND DELIVERIES AT
CLOSING
3.1.
Closing
Date . The closing of the transactions contemplated by this
Agreement (the “ Closing ”), unless expressly
determined herein, shall be held at the offices of the Company at
5:00 p.m. local time on the Closing Date or on such other date and
at such other place as may be mutually agreed by the parties,
including closing by facsimile with originals to follow.
3.2.
Deliveries by Head . In addition to and without
limiting any other provision of this Agreement, Head agrees to
deliver, or cause to be delivered, to the Investor, the
following:
(a) On
the Agreement Date, an executed counterpart of the Agreement on
behalf of Head and the Company with all exhibits and schedules
attached hereto;
(b) At
or prior to Closing, certificates for 5,250,000 shares of Common
Stock;
(c) At
or prior to Closing, the certificate of Head, the President of the
Company, certifying the approval of the Board of Directors of the
transactions contemplated by this Agreement;
(d) Such
other documents or certificates as shall be reasonably requested by
Investor; and
(e) An
executed counterpart signature page of the Consulting Agreement by
and between Head and the Company dated as of the Closing Date (the
“ Head Consulting Agreement ”).
3.3.
Deliveries by Crews . In addition to and without
limiting any other provision of this Agreement, Crews agrees to
deliver, or cause to be delivered, to the Investor, the
following:
(a) On
the Agreement Date, an executed counterpart of the Agreement on
behalf of Crews and the Company with all exhibits and schedules
attached hereto;
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(b) At
or prior to Closing, certificates for 5,250,000 shares of Common
Stock;
(c) Following
Closing, the resignation by Crews from any positions she holds as
an officer or director of the Company;
(d) Such
other documents or certificates as shall be reasonably requested by
Investor; and
(e) An
executed counterpart signature page of the Consulting Agreement by
and between Crews and the Company dated as of the Closing Date (the
“ Crews Consulting Agreement ” and, collectively
with the Head Consulting Agreement, the “ Consulting
Agreements ”).
3.4.
Deliveries by the Company . In addition to and
without limiting any other provision of this Agreement, the Company
agrees to deliver, or cause to be delivered, to the Investor, the
following:
(a)
On the
Agreement Date, an executed counterpart of the Agreement with all
exhibits and schedules attached hereto;
(b)
At or prior
to Closing, certificate(s) for 50,000,000 shares of Common Stock in
the name of Investor;
(c)
At or
prior to Closing, evidence of approval of the Board of Directors
and shareholders (as necessary) of the Company of the Transaction
Documents and the transactions contemplated hereby;
(d) All
books and records of the Company and such other documents or
certificates as shall be reasonably requested by Investor;
and
(e) Executed
counterpart signature pages of each of the Consulting
Agreements.
3.5.
Deliveries by Investor . In addition to and without
limiting any other provision of this Agreement, the Investor agrees
to deliver, or cause to be delivered, to the Company, the
following:
(a) At
Closing, the Purchase Price Payable to Head, the Purchase Price
Payable to Crews and the Purchase Price Payable to the
Company;
(b) On
the Agreement Date, an executed counterpart of the Agreement with
all Exhibits and Schedules attached hereto;
(c) Such
other documents or certificates as shall be reasonably requested by
the Company or its counsel; and
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(d)
Executed
counterpart signature pages of each of the Consulting
Agreements.
In the event any document provided
to the other parties in Paragraphs 3.2, 3.3, 3.4 or 3.5 herein are
provided by facsimile, the party shall forward an original document
to the other party within seven (7) business days.
3.6.
Further Assurances . The Company, Head, Crews and the
Investor shall, upon request, on or after the Closing Date,
cooperate with each other by furnishing any additional information,
executing and delivering any additional documents and/or other
instruments and doing any and all such things as may be reasonably
required by the parties or their counsel to consummate or otherwise
implement the transactions contemplated by this
Agreement.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF
OWNERTEL,
INC.
The Company represents and warrants
to the Investor as of the date hereof and as of the Closing Date
(which warranties and representations shall survive the Closing
Date regardless of what examinations, inspections, audits and other
investigations the Investor has heretofore made or may hereinafter
make with respect to such warranties and representations) as
follows:
4.1.
Organization and Qualification . Ownertel, Inc. is a
corporation duly organized under the laws of the State of Georgia
and has all requisite corporate power and authority and all
necessary licenses and permits to carry on its business as it has
been and is now being conducted and to own, lease and operate the
properties used in connection therewith.
4.2.
Articles of
Incorporation and By-Laws . The complete and correct copies
of the Company’s Articles and By-laws, as amended to date,
are attached as Schedule 4.2.
4.3.
Capitalization .
(a) As
of the Agreement Date, the authorized capital stock of the Company
consists of, and, as of the Closing Date, will consist of,
100,000,000 shares of Common Stock and 10,000,000 shares of
Preferred Stock, of which 22,093,886 shares of Common Stock and
zero (0) shares of Preferred Stock are, and will be, issued and
outstanding. As of the Agreement Date, all shares of capital stock
are, and as of the Closing Date, all shares of the Company’s
capital stock will be, duly authorized and said 22,093,886 shares
of Common Stock outstanding were and will be validly issued, fully
paid and not assessable, and free of preemptive rights.
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(b) As
of the Agreement Date and as of the Closing Date, there are and
will be no outstanding options, warrants, rights to subscribe for,
calls or commitments of any character whatsoever relating to, or
securities or rights convertible into or exchangeable for, shares
of any class of capital stock of the Company, or agreements,
understandings or arrangements to which the Company is a party, or
by which the Company is or may be bound, to issue additional shares
of its capital stock or options, warrants, scrip or rights to
subscribe for, calls or commitment of any character whatsoever
relating to, or securities or rights convertible into or
exchangeable for, any shares of any class of its capital stock. The
Company will not issue any stock, options, warrants, or other
rights to Company stock prior to the Closing Date.
(c) On
the Closing Date, the Company (i) will have full right, power, and
authority to sell, assign, transfer, and deliver, by reason of
record and beneficial ownership, to the Investor, 50,000,000 shares
of Company Common Stock hereunder, free and clear of all liens,
charges, claims, options, pledges, restrictions, and encumbrances
whatsoever.
4.4.
Authority . The Company has all requisite corporate
power and authority to execute and deliver this Agreement and the
Common Stock, and to perform its obligations hereunder and
thereunder and to consummate the transactions contemplated hereby
and thereby.
4.5.
Undisclosed Liabilities . Except as set forth on
Schedule 4.5, the Company has no outstanding or unpaid liabilities
or obligations and there is no basis for any future legal
proceeding, charge, complaint, claim or demand against the Company
giving rise to any liabilities or obligations.
4.6.
Litigation or Proceedings . There are no actions,
arbitrations, audits, hearings, investigations, litigations or
suits (whether civil, criminal, administrative, judicial or
investigative, pending or threatened by or against the Company and
no event has occurred or circumstance exists that is reasonably
likely to give rise to or serve as a basis for any such
proceedings.
4.7.
Taxes . The Company has timely paid all taxes
required to be paid by it through the Agreement Date and the
Closing Date (including any taxes shown due on any tax return) and
has filed or caused to be filed in a timely and proper manner all
tax returns required to be filed by it with the appropriate
governmental body in all jurisdictions in which such tax returns
are required to be filed. Copies of all tax returns have been
provided to the Investor.
4.8.
Full Disclosure . No representation or warranty made
by the Company in this Agreement and no certificate or document
furnished or to be furnished to the Investor pursuant to this
Agreement contains or will contain any untrue statement of a
material fact, or omits or will omit to state a material fact
necessary to make the statements contained herein or therein not
misleading.
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ARTICLE V
REPRESENTATIONS AND
WARRANTIES
OF HEAD AND
CREWS
Each of Head and Crews represents
and warrants to the Investor as of the date hereof and as of
Closing as follows:
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5.1.
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Common Stock Owned by Head and
Crews .
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(a) As
of the Agreement Date, each of Head and Crews is the lawful record
and beneficial owner of 5,250,000 shares of Common Stock, evidenced
by stock certificates, copies of which are attached at Schedule
5.1.1, free and clear of any and all liens, claims, charges,
pledges, security interests or other encumbrances of any nature
whatsoever. As of the Agreement Date, all of said 5,250,000 shares
of Company Common Stock held by Head and Crews are duly authorized,
were validly issued, fully paid and not assessable, and free of
preemptive rights.
(b) As
of the Agreement Date, there are no, and as of the Closing Date
there will not be any, outstanding options, warrants, rights to
subscribe for, calls or commitments of any character whatsoever
relating to, or securities or rights convertible into or
exchangeable for, the Common Stock owned by Head and Crews, or
agreements, understandings or arrangements to which Head and Crews
is a party, or by which either Head or Crews is or may be bound, to
issue warrants, scrip or rights to subscribe for, calls or
commitment of any character whatsoever relating to, or securities
or rights convertible into or exchangeable for, any shares of the
Common Stock owned by Head or Crews.
(c) Head
and Crews will each, on the Closing Date, (i) have full right,
power, and authority to sell, assign, transfer, and deliver
hereunder, by reason of record and beneficial ownership, to the
Investor, 5,250,
