STOCK PURCHASE
AGREEMENT
THIS STOCK
PURCHASE AGREEMENT (this “Agreement”) is entered
into as of this 31st day of March, 2009, by and between Arthur
Kaplan (“Buyer”) and Arthur Kaplan Cosmetics, Inc.
(“Seller”).
WITNESSETH:
A. Seller
engages in the business of business of developing,
manufacturing, and selling organic personal care products
specifically for men (the “Business”) and owns assets
that relate to the Business (the “Assets”).
B. Seller owes
Buyer $33,194 in connection with related party payables and accrued
interest (the “Related Party Indebtedness”).
B. Seller desires to sell the
Business and the Assets to Buyer and Buyer desires to buy from
Seller the Business and the Assets pursuant to the terms and
subject to the conditions set forth in this
Agreement.
AGREEMENT:
In consideration
of the foregoing and the mutual promises contained herein, the
parties agree as follows:
1. PURCHASE AND
SALE OF BUSINESS AND ASSETS. Upon the terms and subject to
the conditions set forth in this Agreement, Seller hereby
sells, assigns, transfers and conveys the Business and the
Assets to Buyer, and Buyer hereby purchases, obtains and
acquires the Business and the Assets form Seller.
2. PURCHASE
PRICE. In consideration of and in exchange for the
sale, assignment, transfer and conveyance of the Business and
the Assets, Buyer agrees to assign and transfer to Seller
10,100,000 shares of the common stock (the
“Stock”) in Seller for cancelation and return to
treasury. The Stock shall be delivered to Seller through
certificates, properly endorsed for transfer, on the Closing
Date. Buyer further agrees to cancel and release Seller
in connection with any obligations owned to Buyer for the Related
Party Indebtedness.
3. CLOSING. Subject to the
satisfaction of the conditions set forth in this Agreement and
compliance with the other provisions hereof, the closing
of the transaction contemplated by this Agreement (the
“Closing”) shall take place at Las Vegas, NV on March
31, 2009 at 10:00 a.m., local time, or at such other place
and time as shall be mutually agreeable to the parties hereto
(the "(Closing Date").
4. ASSIGNMENT OF THE BUSINESS AND THE
ASSETS. From and after the Closing, all equitable and legal
rights, title and interests in and to the Business and the Assets
shall be owned, held and exercised by Buyer.
5. ASSIGNMENTS OF THE STOCK. From and after
the Closing, all equitable and legal rights, title and
interests in and to the Stock shall be owned, held and exercised by
Seller. Buyer will endorse the share certificate(s) with the
appropriate medallion signatures to effect transfer and any other
endorsements or signatures required to cause the transfer of the
Stock without further action by Buyer. Buyer will
further instruct Seller’s transfer agent to cancel the Stock
and return the same to treasury of Seller.
6. REPRESENTATIONS AND WARRANTIES OF
THE PARTIES.
(a) Buyer
represents and warrants to S
