|
Exhibit 10.1
STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated as
of December 29, 2008 (this “Agreement”), by and between
JOHN ADAIR as president of Manhattan Investments, Inc.
(“Purchaser”), as representative for the stockholders
set forth on Exhibit A of this Agreement (individually a
“Stockholder” and collectively
“Stockholders”); and GREEN ENERGY HOLDING CORPORATION,
a Nevada corporation (“Seller”). W I T N E S S E
T H WHEREAS, Seller desires to sell to Purchaser a total of
14,370,300 shares of the Seller’s common stock, par value
$0.001 (the “Common Stock”) (the “Shares”),
representing 96.5 % of the Seller’s issued and
outstanding shares of the Common Stock of the Seller, on the terms
and conditions set forth in this Stock Purchase Agreement
(“Agreement”), and WHEREAS, Purchaser desires to
buy the Shares on the terms and conditions set forth herein, and
NOW THEREFORE, in consideration of the promises and
respective mutual agreements herein contained, it is agreed by and
between the parties hereto as follows. ARTICLE 1
SALE AND PURCHASE OF THE SHARES
1.1 Sale
of the Shares. Subject to the terms and conditions
herein set forth, on the basis of the representations, warranties
and agreements herein contained, at the Closing Seller agrees to
sell, assign, transfer and deliver the Shares to Purchaser, and
Purchaser agrees to purchase the Shares from the Seller.
1.2 The
Closing. The purchase of the Shares shall take place at
the office of the Seller in Greenwood Village, Colorado or such
other place as Purchaser and Seller may mutually agree within two
business days after the satisfaction of all conditions set forth in
Article 5, on or about December 29, 2008, herein referred to
as the “Closing Date”.
1.3 Instruments
of Conveyance and Transfer. At the Closing, Seller shall
deliver certificates representing the Shares to
Purchaser in the name of each of the
Stockholders (“Certificate”), as shall be
effective to vest in each Stockholder all right, title and interest
in and to all of the Shares.
1.4 Consideration
and Payment for the Shares. In consideration for the
Shares, Purchaser shall pay to the Seller a total purchase price of
$175,000(the “Purchase Price”). The said $ 175,000
shall be paid into an escrow account and disbursed pursuant to an
escrow agreement attached hereto as Exhibit B.
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller and, for purposes of this Article, Green
Energy Corp., its wholly-owned subsidiary, represents, warrant and
undertake to the Purchaser that, except as set forth in the
Disclosure Schedule:
2.1 Due
Organization. The Seller is a corporation duly
organized, validly existing and in good standing under the laws of
the State of Nevada (a) with full power and authority to own,
lease, use, and operate its properties and to carry on its business
as and where now owned, leased, used, operated and conducted. All
actions taken by the current directors and stockholders of the
Seller have been valid and in accordance with the laws of the State
of Colorado and all actions taken by the Seller have been duly
authorized by the current directors and stockholders of the Seller
as appropriate. The Seller has one (wholly-owned)
subsidiary as described in the Disclosure Schedule.
2.2 Seller
Authority. The Seller has all requisite corporate power
and authority to enter into and perform this Agreement and to
consummate the transactions contemplated herein.
2.3 Due
Authorization. The execution, delivery and performance
by the Seller of this Agreement has been duly and validly
authorized and no further consent or authorization of the Seller,
its Board of Directors or its stockholders is required.
2.4 Valid
Execution. This Agreement has been duly executed and
delivered by the Seller.
2.5 Binding
Agreement. This Agreement constitutes, and upon
execution and delivery thereof by the Seller, will constitute, a
valid and binding agreement of the Seller, enforceable against the
Seller in accordance with its terms, except as may be limited by
applicable bankruptcy, insolvency or similar laws affecting
creditor’s rights generally or the availability of equitable
remedies.
2.6 No
Violation of Corporate Documents or Agreements. The
execution and delivery of this Agreement by the Seller and the
performance by the parties hereto of its obligations hereunder will
not cause, constitute, or conflict with or result in (i) any breach
or violation, or give rise to a right of termination, cancellation
or acceleration of any obligation or to loss of a material benefit
under, or to increased, additional, accelerated or guaranteed
rights or entitlements of any person under any of the provisions
of, or constitute a default under, any license, indenture,
mortgage, charter, instrument, certificate of incorporation, bylaw,
judgment, order, decision, writ, injunction, or decree or other
agreement or instrument or proceeding to which the Seller or its
stockholders are a party, or by which they may be bound, nor will
any consents or authorizations of any party other than those hereto
by required, (ii) an event that would cause the Seller to be liable
to any party, or (iii) an event that would result in the creation
or imposition or any lien, charge or encumbrance on any asset of
the Seller or on the securities of the Seller to be acquired by the
Purchaser.
2.7 Authorized Capital, No Preemptive Rights, No
Liens; Anti-Dilution. As of the date hereof, the
authorized capital of the Seller is 50,000,000 shares of Common
Stock, par value $0.001 per share, and 1,000,000 shares of
Preferred Stock, par value $0.01 per share. The issued
and outstanding capital stock of the Seller is 1,106,109 shares of
Common Stock. There are no issued or outstanding shares of
Preferred Stock. All of the shares of capital stock are
duly authorized, validly issued, fully paid and
non-assessable. No shares of capital stock of the Seller
are subject to preemptive rights or similar rights of the
stockholders of the Seller or any liens or encumbrances imposed
through the actions or failure to act of the Seller, or
otherwise. As of the date hereof (i) there are no
outstanding options, warrants, convertible securities, scrip,
rights to subscribe for, puts, calls, rights of first refusal,
tag-along agreements, nor any other agreements, understandings,
claims or other commitments or rights of any character whatsoever
relating to, or securities or rights convertible into or
exchangeable for any shares of capital stock of the Seller, or
arrangements by which the Seller is or may become bound to issue
additional shares of capital stock of the Seller, and (ii) there
are no agreements or arrangements under which the Seller is
obligated to register the sale of any of its securities under the
Securities Act of 1933, as amended (“Securities Act”)
and (iii) there are no anti-dilution or price adjustment
provisions contained in any security issued by the Seller (or in
the Seller’s certificate of incorporation or bylaws or in any
agreement providing rights to security holders) that will be
triggered by the transactions contemplated by this Agreement. The
Seller has furnished to Purchaser true and correct copies of the
Seller’s certificate of incorporation and bylaws.
2.8 No Governmental Action Required. The
execution and delivery by the Seller of this Agreement does not and
will not, and the consummation of the transactions contemplated
hereby will not, require any action by or in respect of, or filing
with, any governmental body, agency or governmental official.
2.9 Compliance with Applicable Law and Corporate Documents.
To the best of its knowledge, the Seller is in compliance with and
conforms to all statutes, laws, ordinances, rules, regulations,
orders, restrictions and all other legal requirements of any
domestic or foreign government or any instrumentality thereof
having jurisdiction over the conduct of its businesses or the
ownership of its properties. 2.10 Financial
Statements. (a) The Purchaser has received a copy of the
audited financial statements of the Seller for the fiscal year
ended June 30, 2007 and of the unaudited financial statements for
the six months ended September 30, 2008 (“Financial
Statements”). The Financial Statements fairly
present the financial condition of the Seller at the dates
indicated and its results of their operations and cash flows for
the periods then ended and, except as indicated therein, reflect
all claims against, debts and liabilities of the Seller, fixed or
contingent, and of whatever nature. (b) Since
September 30, 2008 (the “Balance Sheet Date”), there
has been no material adverse change in the assets or liabilities,
or in the business or condition, financial or otherwise, or in the
results of operations or prospects, of the Seller, whether as a
result of any legislative or regulatory change, revocation of any
license or rights to do business, fire, explosion, accident,
casualty, labor trouble, flood, drought, riot, storm, condemnation,
act of God, public force or otherwise and no material adverse
change in the assets or liabilities, or in the business or
condition, financial or otherwise, or in the results of operation
or prospects, of the Seller except in the ordinary course of
business. (c) Since the Balance Sheet Date, the
Seller has not suffered any damage, destruction or loss of physical
property (whether or not covered by insurance) affecting its
condition (financial or otherwise) or operations (present or
prospective), nor has the Seller issued, sold or otherwise disposed
of, or agreed to issue, sell or otherwise
dispose of, any capital stock or any other security of the Seller
and has not granted or agreed to grant any option, warrant or other
right to subscribe for or to purchase any capital stock or any
other security of the Seller or has incurred or agreed to incur any
indebtedness for borrowed money. (d) The Financial
Statements are contained in the Seller’s filings and reports
made with the Securities and Exchange Commission
(“SEC”) since the Seller’s formation (the
“SEC Reports). The Seller is a “filer” under
Section 12(g) of the Securities Exchange Act of 1934.
2.11 No Litigation. The Seller is not a party to any
suit, action, arbitration, or legal, administrative, or other
proceeding, or pending or threatened governmental
investigation. The Seller is not subject to or in
default with respect to any order, writ, injunction, or decree of
any federal, state, local, or foreign court, department, agency, or
instrumentality. 2.12 No Taxes. The Seller is not, and will
not become with respect to any periods ending on or prior to the
Closing Date, liable for any income, sales, withholding, franchise,
excise, license, real or personal property taxes (a
“Tax”) to any foreign, United States federal, state or
local governmental agencies whatsoever. All United States federal,
state, county, municipality local or foreign income Tax returns and
all other material Tax returns (including
information returns) that are required, or have been
required, to be filed by or on behalf of the Seller have been or
will be filed as of the Closing Date and all Taxes due pursuant to
such returns or pursuant to any assessment received by the Seller
have been or will be paid as of the Closing Date. The
charges, accruals and reserves on the books of the Seller in
respect of taxes or other governmental charges have been
established in accordance with the tax method of accounting. All
returns that have been filed relating to Tax are true and accurate
in all material respects. No audit, action, suit,
proceeding or other examination regarding taxes for which the
Seller may have any liability is currently pending against or with
respect to the Seller and neither Seller nor the Seller has
received any notice (formally or informally) of any audit, suit,
proceeding or other examination. No material adjustment
relating to any Tax returns, no closing or similar agreement have
been entered into or issued or have been proposed (formally or
informally) by any tax authority (insofar as such action relate to
activities or income of or could result in liability of the Seller
for any Tax) and no basis exists for any such
actions. The Seller has not changed any election,
adopted or changed any accounting method or period, filed any
amended return for any Tax, settled any claim or assessment of any
Tax, or surrendered any right to claim any refund of any Tax, or
consented to any extension or waiver of the statute of limitations
for any Tax. The Seller has not had an “ownership
change” as that term is defined in Section 382 of the
Internal Revenue Code of 1986, as amended and in effect.
2.13 Conduct of the Business. From and after September
30, 2008 until the Closing Date:
(a) The
Seller has continued to be operated in the usual and ordinary
manner in which its business has been conducted in the past and
during such period. The Seller has not made any expenditures or
entered into any commitments which, when compared to past
operations of its business, are unusual or extraordinary or outside
the scope of the normal course of routine operations;
(b) The
Seller has kept in a normal state of repair and operating
efficiency all tangible personal property used in the operation of
its business;
(c) The
Seller has used its best efforts to maintain the good will
associated with its business, and the existing business
relationships with its agents, customers, lessors, key employees,
suppliers and other persons having relations with it;
(d) The
Seller has not entered into any contract, agreement or action, or
relinquished or released any rights or privileges under any
contracts or agreements, the performance, violation, relinquishment
or release of which could, on the date on which such contract or
agreement was entered into, or such rights or privileges were
relinquished or released, be reasonably foreseen to have a material
adverse effect;
(e) The
Seller has not made, or agreed to make, any acquisition of stock or
assets of, or made loans to, any person not in the ordinary course
of business;
(f) The
Seller has not sold or disposed of any assets or created or
permitted to exist any encumbrance on its assets except (x) in the
ordinary course of business and which could not, on the date of
such sale, disposition, creation or permission, be reasonably
foreseen to have a material adverse effect or (y) as otherwise
permitted by this Agreement;
(g) The
Seller has kept true, complete and correct books of records and
accounts with respect to its business, in which entries will be
made of all transactions on a basis consistent with past practices
and in accordance with the tax method of accounting consistently
applied by the Seller;
(h) The
Seller has paid current liabilities as and when they became due and
has paid or incurred no fees and expenses not in the ordinary
course of its business;
(i) There
has been no declaration, setting aside or payment of any dividend
or other distribution in respect of any Shares or any other
securities of the Seller (whether in cash or in kind);
(j) The
Seller has not redeemed, repurchased, or otherwise acquired any of
its securities or entered into any agreement to do so;
(k) The
Seller has not made any loan to, or entered into any other
transaction with, any of its directors, officers, and employees;
(l) The
Seller has not made or pledged to make any charitable or other
capital contribution outside the ordinary course of business; and
(m) There
has not been any other occurrence, event, incident, action, failure
to act or transaction outside the ordinary course of business that
would have a material adverse effect.
2.14 Liabilities.
(a) Except
as set forth in the Financial Statements and the SEC Reports, the
Seller has no liabilities or obligations. It is a condition to
Closing that the Seller will have no liabilities upon transfer of
the Shares to Purchaser.
(b) Except
as set forth in the Disclosure Schedule, since September 30, 2008,
the Seller has not:
(i) subjected
to encumbrance, or agreed to do so to any of its assets, tangible
or intangible other than purchase money liens
(ii)
in the ordinary course of business on equipment used in the conduct
of business and incurred to finance the purchase price of the
equipment involved and which do not cover any other asset of the
Seller;
(iii) except
as otherwise contemplated hereby, engaged in any transactions
affecting its business
|
