STOCK PURCHASE
AGREEMENT
This Stock Purchase
Agreement (this “Agreement”) made and entered into as
of May 5, 2009, between Steven Wilmarth (hereinafter referred to as
the "Buyer"), Lynae Danette Gambee (hereinafter referred to as the
“Seller”) and Shaka Shoes, Inc., a Hawaii corporation
(hereinafter referred to as the "Company").
This Agreement sets
forth the terms and conditions upon which Seller is selling to the
Buyer and the Buyer is purchasing from the Seller 1,972,000 shares
(hereinafter referred to as the "Shares") of the issued and
outstanding common stock of the Company, representing approximately
5% of the issued and outstanding common stock of the
Company.
In Consideration of the
mutual agreements contained herein, the parties hereby agree as
follows:
I. SALE OF THE
SHARES.
1.01
Shares being
Sold .
Subject to the terms and conditions of this Agreement, the Seller
hereby agrees to sell the Shares to the Buyer for the consideration
set forth in Section 1.02.
1.02
Purchase
Price . The
aggregate Purchase Price of the shares shall be $453.56,
representing a price of $0.00023 per share.
1.03
Closing
. The Closing of the
transactions shall take place on May 7, 2009, or at such other date
and time as the parties may mutually agree in writing.
1.04
Delivery by the
Seller . At
the Closing, the Seller shall instruct the transfer agent to
deliver to Vincent & Rees a certificate(s) representing the
Shares to be held in escrow until the Purchase Price has been
received for disbursement to Seller. See Exhibit
“A” for specific delivery instructions representing the
common stock certificates being returned for transfer.
1.05
Delivery by the
Buyer . At
the Closing, the Buyer shall transfer to the Seller a cash payment
of $453.56 as specified in Section 1.02 to the Seller via wire
transfer to an account designated in writing by Sellers, which
shall be an escrow account controlled by Vincent & Rees.
The Purchase Price will be held by Vincent & Rees until
it has also received certificates representing the
Shares.
II. RELATED
TRANSACTIONS.
2.01
Finder
. The Seller and the
Buyer acknowledge that there were no finders with respect to the
transaction contemplated herein.
III. REPRESENTATIONS
AND WARRANTIES OF SELLER.
The Seller hereby
represent and warrant as follows:
3.01
Organization,
Capitalization, etc .
The Company is a
corporation duly organized, validly existing, and in good standing
under the laws of the State of Hawaii, and is qualified in no other
state.
3.02
Authority; No
Violation .
Seller has the capacity and authority to execute and deliver this
Agreement, and to consummate the transactions contemplated hereby.
Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will
constitute a violation or default under any term or provision of
the Certificate of Incorporation or bylaws of the Company, or of
any contract, commitment, indenture, other agreement or restriction
of any kind or character to which the Company or the Seller is a
party or by which the Company or the Seller is
bound.
3.03
Absence of Certain
Changes .
Within the past six months, the Company has not and as of the
Closing will not have:
(a)
Suffered any material
adverse change in financial condition, assets, liabilities,
business, or prospects;
(b)
Incurred any additional
obligations or liabilities (whether absolute, accrued, contingent,
or otherwise) which it either has not previously satisfied or will
not satisfy at or before Closing other than obligations and
liabilities to The Regan Group, Inc.;
(c)
Paid any claim or
discharged or satisfied any lien or encumbrance or paid or
satisfied any liability (whether absolute, accrued, contingent, or
otherwise), other than liabilities to The Regan Group,
Inc.;
(d)
Declared, paid, or set
aside for payment to its stockholders any dividend or other
distribution in respect of its capital stock or redeemed or
purchased or otherwise acquired any of its capital stock or any
options relating thereto or agreed to take any such action;
or
(e)
Made any material change
in any method of accounting or accounting practice.
A balance sheet from
December 31, 2008 shall be provided in Exhibit “E”
setting forth the exact type and nature of the assets and
liabilities as of such date.
3.04
Litigation
. To the knowledge of
the Seller, there are no actions, proceedings, or investigations
pending or threatened against the Company, and the Seller does not
know or have any reason to know of any basis for any such action,
proceedings, or investigation.
3.05
Certain
Interests .
The Company does not have any liability or any obligation of
any nature whatsoever to Seller or any officer, director or
employee of the Company, or to any affiliate, relative or spouse
(or relative of such spouse) of Seller or any such officer,
director or employee.
3.06
Disclosure
. The Seller has
disclosed to the Buyer all facts material to the assets, prospects,
and business of the Company. No representation or warranty by the
Seller contained in this Agreement, and no statement contained in
any instrument, list, certificate, or writing furnished to the
Buyer pursuant to the provisions hereof or in connection with the
transaction contemplated hereby, contains any untrue statement of a
material fact or omits to state a material fact necessary in order
to make the statements contained herein or therein not misleading
or necessary in order to provide a prospective purchaser of the
business of the Company with proper information as to the Company
and its affairs.
3.07
Full
Disclosure .
The Company and the Seller has provi
