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STOCK PURCHASE AGREEMENT

Purchase and Sale Agreement

STOCK PURCHASE AGREEMENT | Document Parties: EWORLD INTERACTIVE, INC. | Blue Atelier, Inc You are currently viewing:
This Purchase and Sale Agreement involves

EWORLD INTERACTIVE, INC. | Blue Atelier, Inc

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Title: STOCK PURCHASE AGREEMENT
Governing Law: Nevada     Date: 4/3/2009
Industry: Conglomerates     Sector: Conglomerates

STOCK PURCHASE AGREEMENT, Parties: eworld interactive  inc. , blue atelier  inc
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STOCK PURCHASE AGREEMENT

     Stock Purchase Agreement entered into as of March 30, 2009 (this “Agreement”) by and between Eworld Interactive, Inc., a Florida corporation (the “Seller” or “EWIN”) and Blue Atelier, Inc., a Nevada corporation (the “Buyer” or the “Company”). The Buyer and the Seller are sometimes referred to in this Agreement as the “Parties.”

RECITALS:

WHEREAS, The Seller presently has approximately Fifty Four Million Two Hundred Seventy Five Thousand Four Hundred Twenty Five (54,275,425) shares, no par value, of its common stock issued and outstanding (“Common Stock”).

      WHEREAS, The Buyer desires to acquire twenty five million (25,000,000) newly authorized and issued shares of EWIN Common Stock, to be issued after the Seller executes a forty (40) to one (1) reverse split of the presently issued and outstanding EWIN Common Stock; in exchange for Two Hundred Fifty Thousand Dollars ($250,000) (the “Transaction”) that shall equal not less than (70%) percent of all of the issued and outstanding shares of Common Stock at the closing of the Transaction, and upon the terms and conditions stated herein.

      WHEREAS, The Buyer and the Seller desire to reduce the debt due and payable by the Seller. The seller shall resolve the outstanding debt with the creditors to a residual amount not to exceed $100,000. The seller may use post reverse split common equity to settle the obligations at closing, provided that those new issuances in aggregate are less than 20% of the total issued and outstanding equity upon closing and satisfaction of all other closing conditions.

      WHEREAS, the intention of the parties hereto that the transaction involving the offer and sale of the shares shall be pursuant to and incompliance with the exemption from registration provided by Section 4(1) of the Securities Act (as hereinafter defined);

     Now, therefore, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.


1. Definitions .

     " Accredited Investor " has the meaning set forth in Regulation D promulgated under the Securities Act.

     " Affiliate " has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act.

" Confidential Information " means any information concerning the businesses and affairs of EWIN that is not already generally available to the public.

" Securities Act " means the Securities Act of 1933, as amended.

" Securities Exchange Act " means the Securities Exchange Act of 1934, as amended.

2. Purchase and Sale of EWIN Shares.

      (a) Basic Transaction . On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell to the Buyer, twenty five million (25,000,000) newly authorized and issued shares of EWIN Common Stock, to be issued after the Seller executes a forty (40) to one (1) reverse split of the presently issued and outstanding EWIN Common Stock, no par value per share (the “EWIN Shares”); that shall equal not less than (70%) percent of all of the issued and outstanding shares of Common Stock on a fully diluted basis at the time of the closing of the Transaction, and the Seller shall have no other commitments or requirements to issue any additional shares of its common stock.

     (b) Purchase Price. The Buyer agrees to pay the purchase price to the Seller at the Closing (the " Purchase Price ") of Two Hundred Fifty Thousand Dollars ($250,000). Cash advances made to the Seller prior to close shall be credited in full towards the purchase price pursuant to section 2(d) below. Any remaining portion of the Purchase Price due at closing up to $100,000 may be by promissory note due in 180 days bearing interest calculated at a rate of 10 percent per year.

     (c) EWIN Shares to Be Sold. At the Closing, the Seller agrees to sell, issue and deliver to the Buyer, and the Buyer agrees to purchase and accept from the Seller, all of the EWIN Shares, free and clear of all Security Interests, and all of which (upon payment thereof) shall be validly issued, fully paid and non-assessable shares of EWIN Common Stock. The EWIN Shares shall be “restricted securities” under the Securities Act as more fully described in Section 3 of this Agreement.

     (d) Cash Advances Prior to Close. As payment toward and to be credited at closing to the Purchase Price, the Buyer shall make available, a non-interest bearing loan of up to Two Hundred Fifty Thousand Dollars ($250,000) to the Company prior to closing. The Seller shall use the proceeds exclusively for costs and fees required to maintain the full reporting status of EWIN and quotation of its common stock on the OTC.BB. The cash advances shall also be used to complete the tasks required to complete this transaction or other purpose expressly approved by the Buyer. The Seller further agrees to pledge Ten Million (10,000,000) pre-reverse split common shares of EWIN as collateral to secure any and all advances made prior to closing. In the event that the Seller is unable or chooses not to or has not completed tasks required to complete this transaction within 90 days (with the exception of any delays caused by regulatory agencies), the associated equity collateral shall be forfeit in proportion to the advances toward the maximum loan amount and the balance outstanding shall become an obligation due on demand and accruing interest at a rate of 10% per year.


      (e) Further Assurances . The Seller agrees that it will, at any time on or after the Closing Date upon the request of the Purchaser, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all of such reasonable acts, deeds, assignments, transfers, conveyances for transferring, granting, conveying, assuring and confirming to the Purchaser and its successors or assigns, title to and possession of the EWIN Shares.

      (f) The Closing. The closing of the transactions contemplated by this Agreement (the " Closing ") shall take place at the offices of Blue Atelier, Inc., Las Vegas Nevada, commencing at 9:00 a.m. local time on June 15, 2009, or such other time agreed by the parties upon satisfactory completions of the conditions for closing.

      (g) Deliveries at the Closing . At the Closing, (i) the Seller will deliver to the Purchaser, the EWIN Shares and the various certificates, instruments, and documents referred to in section 7(a) below and (ii) the Buyer will deliver to the Seller (1) any further amounts due towards the Purchase Price of Two Hundred Fifty Thousand Dollars ($250,000) giving credit to any cash advances made pursuant to section 2(d), (2) and the various certificates, instruments, and documents referred to in section 7(b) below.

3. Buyer’s Representations and Warranties Concerning the Transaction . The Buyer represents and warrants to the Seller that the statements contained in this section 3 are true, correct and complete as of the date of this Agreement and will be true, correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this section 3.

(a) Organization of Blue Atelier, Inc. Blue Atelier, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada.

     (b) Authorization of Transaction . The Purchaser has full power and authority (including full company power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms and conditions. The Purchaser does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

     (c) Noncontravention . Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (1) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Blue Atelier, Inc. is subject or any provision of its charter or bylaws or (2) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Blue Atelier, Inc. is a party or by which it is bound or to which any of its assets is subject.


      (d) Accredited Investor Status . The Investor/Purchaser is an “accredited investor” within the meaning of Securities and Exchange Commission (“ SEC ”) Rule 501 of Regulation D.

      (e) Investment Experience . The Buyer has experience as an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the EWIN Shares to be purchased by it, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of this investment in the Shares.

      (f) Restricted Securities . The Buyer understands that the EWIN Shares are characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired from the Seller in a transaction not involving a public offering and that under the Securities Act and applicable regulations under the Securities Act such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the Buyer represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed by SEC Rule 144 and by the Securities Act.

     The Buyer further acknowledges that the Seller has disclosed that they have indicated to the Securities Exchange Commission that they are a “shell corporation” in their most recent filing and as such, any and all restricted shares presently issued shall be subject to Rule 144 (I).

      (g) Legends . It is understood that the certificates evidencing the EWIN Shares shall bear legends substantially similar to the legends set forth below (in addition to any legend required under applicable state securities laws):

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER UNITED STATES FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THIS CERTIFICATE BE TRANSFERRED ON THE BOOKS OF THE COMPANY, WITHOUT REGISTRATION OF SUCH SHARES UNDER ALL APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT THE OPTION OF THE COMPANY, TO BE EVIDENCED BY AN OPINION OF SHAREHOLDER’S COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.”

     The legend set forth above shall be removed by the Company from any certificates evidencing the EWIN Shares upon delivery to the Seller of an opinion by counsel, reasonably satisfactory to the Seller, that a registration statement under the Securities Act is at that time in effect with respect to the legended security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer shall not jeopardize the exemption or exemptions from registration pursuant to which the Seller issued the EWIN Shares.


4. Seller’s Representations and Warranties. The Seller represents and warrants to the

Buyer that the statements contained in this section 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this section 4).

(a) Organization, Qualification, and Corporate Power . EWIN is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida. EWIN is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. EWIN has full corporate power and authority and all licenses, permits, and authorizations necessary to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.

     (b) Capitalization . At the execution date of this Agreement, the entire authorized capital stock of EWIN consists of One Hundred Fifty Million (150,000,000) shares of Common Stock, no par value per share, of which approximately Fifty Four Million Two Hundred Seventy Five Thousand Four Hundred Twenty Five (54,275,425) shares of Common Stock are issued and outstanding and Five (not including 4,030,000 in treasury stock to be cancelled and 1,909,091 unissued common shares), Million (5,000,000) undefined Preferred Shares of which none are issued and outstanding. All of the issued and outstanding EWIN Shares have been duly authorized, are validly issued, fully paid, and nonassessable. There are no options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require EWIN to issue, sell, or otherwise cause to become outstanding any of its capital stock, with the exception of convertible notes which are identified in Attachment (A) that shall be settled pursuant to the terms of this agreement at closing. There is no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to EWIN. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of EWIN.

     Both Parties agree that simultaneous with the Closing, the Company will give cause for a reverse split of the EWIN common stock of forty (40) to one (1). Following this forty (40) to one (1) reverse split, the subsequent issuance of 25,000,000 shares to the buyer and issuance of common shares in settlement of the debt pursuant to Attachment (A) “Issuances in Settlement and Release of Debt”, the new capital structure of the surviving entity shall consist of not more than Thirty Five Million (35,000,000) issued and outstanding shares of common stock and no issued and outstanding preferred shares.


     (c) Noncontravention . The execution and the delivery of this Agreement, and the consummation of the transactions contemplated hereby, will not (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which EWIN is subject or any provision of the charter or bylaws of EWIN or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which EWIN is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets). EWIN does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement.

     (d) Brokers' Fees . EWIN does not have any Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

     (e) Title to Assets . EWIN has good and marketable title to, or a valid leasehold interest in, the properties and assets it uses wherever located, or shown on the Most Recent Balance Sheet or acquired after the date thereof, free and clear of all Security Interests, except for properties and assets disposed of in the Ordinary Course of Business since the date of the Most Recent Balance Sheet.

     (f) Subsidiaries . EWIN does not have any operational Subsidiaries. EWIN does not control directly or indirectly or have any direct or indirect equity participation in any corporation, partnership, trust, or other business association which is not a Subsidiary of EWIN.

     (g) Financial Statements . The financial statements of EWIN are contained in its filings with the Securities and Exchange Commission. The Financial Statements (including the notes thereto) have been prepared in accordance with GAAP, and present fairly the financial condition of EWIN as of such dates and the results of operations of EWIN for such periods, and are consistent with the books and records of EWIN (which books and records are correct and complete)

     (h) Events Subsequent to March 25, 2009. Since March 25, 2009 there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of any of EWIN.

     (i) Undisclosed Liabilities . EWIN has no Liability (and there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against EW


 
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