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