STOCK PURCHASE
AGREEMENT
This Stock Purchase Agreement (this
"Agreement") is dated as of July __, 2009, by and between Probe
Manufacturing, Inc., a Nevada company (the "Seller") and Solar
Masters Acquisition Company, LLC, a Nevada limited liability
company (the "Purchaser").
RECITALS
WHEREAS, On the terms and conditions set
forth herein, the Company desires to sell to the Puchaser, and the
Purchaser desires to purchase from the Company, shares of the
Company’s Common Stock (the “Common Stock”), on
the terms and conditions set forth below;
WHEREAS, The Seller is selling all of its
shares of Common Stock in Solar Masters, Inc. for a total purchase
price of $35,000.00, as full payment for said shares.
WHEREAS, The Seller is the sole
shareholder of Solar Masters, Inc., meaning that it owns one
hundred percent of the issued and outstanding stock of Solar
Masters, Inc. (the “Shares”).
NOW, THEREFORE, in consideration of the
foregoing recitals, the mutual promises hereinafter set forth, and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
NOW, THEREFORE, in consideration of the
mutual representations, warranties, covenants and agreements, and
upon the terms and subject to the conditions hereinafter set forth,
the parties hereby agree as follows:
ARTICLE I
TERMS OF PURCHASE AND SALE
1.01.
Sale of the Shares
. At the Closing (as defined in
Section 1.03 hereof ), subject to the terms and
conditions set forth herein, the Seller shall sell to the
Purchaser, and the Purchaser shall purchase from the Seller, the
Shares.
1.02.
Purchase Price
. Subject to the terms and conditions of this
Agreement, in full payment of the purchase price for the Shares,
the Purchaser shall pay to the Seller a total of Thirty-Five
Thousand and No/100 Dollars ($35,000.00) (the "Purchase Price")
payable as outlined in Exhibit A.
1.03.
Closing .
(a)
The closing of the transaction
contemplated hereby (the "Closing") shall take place on the
date first set forth above
by the Purchaser and the Seller
delivering, by electronic facsimile transmission (followed by two
duplicate signed copies by overnight courier), a signed copy of
this Agreement to the Seller’s office at the address set
forth in Section 7.02 hereof (the "Closing
Date").
(b)
At the Closing, subject to the terms and
conditions set forth herein, the Purchaser shall execute and
deliver to the Seller a signed copy of this Agreement. The
Purchase Price shall be payable on the terms outlined in Exhibit
A.
(c)
At the Closing, subject to the terms and
conditions set forth herein and following receipt by the Seller of
this Agreement, the Seller shall deliver or cause to be delivered
to the Purchaser stock certificates representing the Shares, duly
endorsed in blank for transfer or accompanied by duly executed
stock powers assigning the Shares in blank. The Shares shall
bear legends giving notice of restrictions on transfer as set forth
in Section 7.11 hereof .
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller represents and warrants to the
Purchaser as follows:
2.01.
Organization; Good
Standing .
Probe Manufacturing, Inc. is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada, and Probe Manufacturing has
all requisite corporate power and authority under such laws to
carry on its business as now conducted. Solar Masters, Inc.
is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada, and Solar Masters
has all requisite corporate power and authority under such laws to
carry on its business as now conducted.
2.02.
Power and Authority; Effect of
Agreement .
The sale of the Shares, the
execution, delivery and performance by the Seller of this Agreement
and the consummation by the Seller of the transactions contemplated
herein have been duly authorized by all necessary action on the
part of the Seller. This Agreement has been duly and validly
executed and delivered by the Seller and constitutes a valid and
binding obligation of the Seller, enforceable against the Seller,
in accordance with its terms, except to the extent that such
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to
creditors' rights generally and is subject to general principles of
equity.
2.03.
No Conflict . The
execution, delivery and performance by the Seller of this Agreement
and the consummation by the Seller of the transactions contemplated
herein will not, with or without the giving of notice or the lapse
of time, or both, violate, conflict with or constitute a default
under (a) any provision of law, rule or regulation to which
the Seller is subject, (b) any order, judgment or decree
applicable to the Seller, (c) any provision of the charter
documents of Probe Manufacturing or Solar Masters or (d) any
indenture, agreement or other instrument by which the Seller is
bound.
2.04.
Title to Shares
.
(a)
The Shares will be duly and validly
issued and are to be fully paid and non-assessable. The
Seller owns and has good and marketable title to, and sole record
and legal ownership of, the Shares, free and clear of any and all
liens, security interests, pledges, mortgages, charges,
limitations, claims, restrictions, rights of first refusal, rights
of first offer, rights of first negotiation or other encumbrances
of any kind or nature whatsoever (collectively,
"Encumbrances").
(b)
Upon consummation of the Closing, without
exception, the Purchaser will acquire from the Seller legal and
beneficial ownership of, good and marketable title to, and all
rights to vote, the Shares to be sold to the Purchaser by the
Seller, free and clear of all Encumbrances.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser represents and war rants to the
Seller as follows:
3.01.
Power and Authority; Effect of
Agreement .
The purchase of the Shares, the
payment and delivery of the Purchase Price, the execution, delivery
and performance by the Purchaser of this Agreement and the
consummation by the Purchaser of the transactions contemplated
herein have been duly authorized by all necessary action on the
part of the Purchaser. This Agreement has been duly and
validly executed and delivered by the Purchaser and constitutes a
valid and binding obligation of the Purchaser, enforceable against
the Purchaser, in accordance with its terms, except to the extent
that such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to
creditors' rights generally and is subject to general principles of
equity.
3.02.
No Conflict . The
execution, delivery and performance by the Purchaser of this
Agreement and the consummation by the Purchaser of the transactions
contemplated herein will not, with or without the giving of notice
or the lapse of time, or both, violate, conflict with or constitute
a default under (a) any provision of law, rule or regulation
to which the Purchaser is subject, (b) any order, judgment or
decree applicable to the Purchaser, (c) any provision of the
charter documents of the Purchaser or (d) any indenture,
agreement or other instrument by which the Purchaser is
bound.
3.03.
Accredited Investor
. The Purchaser is an "accredited investor" as
defined in Rule 501 under the Securities Act of 1933, as
amended (the "Securities Act").
3.04.
Investigation; Economic
Risk . The Purchaser has performed its own due
diligence review of Seller and has had access to such financial and
other information concerning Seller and the Shares it has deemed
necessary in connection with its decision to purchase the Shares.
The Purchaser hereby acknowledges and agrees that, except for
the representations and warranties made by the Seller in this
Agreement, neither the Seller nor Seller nor any of
their
respective officers, directors,
employees, shareholders, affiliates
