STOCK PURCHASE
AGREEMENT
This Stock Purchase Agreement (this
"Agreement") is dated as of June __, 2009, by and between Probe
Manufacturing, Inc., a Nevada company (the "Seller") and KB
Development Group, 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 152,000,000 shares of its
Common Stock in Probe Manufacturing, Inc to the Purchaser for a
total purchase price of $120,000.00, as full payment for said
shares.
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 One Hundred Twenty
Thousand and No/100 Dollars ($120,000.00) (the "Purchase
Price").
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 pay and deliver to
the Seller the Purchase Price. The Purchase Price shall be
payable to the Seller at the Closing by check or wire transfer in
immediately available funds to a bank account designated by the
Seller in writing prior to the Closing.
(c)
At the Closing, subject to the terms and
conditions set forth herein and following receipt by the Seller of
the Purchase Price, 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.
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 Commerce Planet 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 by Probe Manufacturing and are to be fully paid and
non-assessible. 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.
2.05.
Use of Proceeds.
Seller hereby agrees to use the
proceeds of this Agreement to settle certain obligations with
creditors pursuant to Exhibit A of this Agreement.
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, attorneys, agents or advisors, has made any
representation to it with respect to Seller or the offer or sale of
the Shares.
3.05.
Purchase Entirely for Own
Account .
The Shares will be acquired for
investment for the Purchaser's own account, not as a nominee or
agent, and not with a view to the resale or distribution of any
part thereof, and the Purchaser has no present intention of
selling, granting any participation in, or otherwise distributing
the same. The Purchaser further represents that it does not
presently have any contract, undertaking, agreement or arrangement
with any person to sell, transfer
