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STOCK PURCHASE AGREEMENT

Purchase and Sale Agreement

STOCK PURCHASE AGREEMENT | Document Parties: NUMOBILE, INC. | STONEWALL NETWORKS, INC You are currently viewing:
This Purchase and Sale Agreement involves

NUMOBILE, INC. | STONEWALL NETWORKS, INC

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Title: STOCK PURCHASE AGREEMENT
Date: 10/16/2009
Industry: Casinos and Gaming     Sector: Services

STOCK PURCHASE AGREEMENT, Parties: numobile  inc. , stonewall networks  inc
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Exhibit 10.1

 

 

 

STOCK PURCHASE AGREEMENT

 

AMONG

 

NUMOBILE, INC.,

 

STONEWALL NETWORKS, INC.

 

AND

 

THE SHAREHOLDERS OF STONEWALL NETWORKS, INC.

 

 

 

 

 

Dated October 7, 2009

 

 

 

 

 

 


 

 

 

STOCK PURCHASE AGREEMENT

 

THIS STOCK PURCHASE AGREEMENT is made as of   October   7 th , 2009 (the “ Agreement ”), among NuMobile, Inc., a corporation existing under the laws of Nevada (the “ Purchaser ”), Stonewall Networks, Inc., a corporation existing under the laws of Delaware (“ Stonewall ”), and the shareholders of Stonewall listed on Schedule 1 (the “Preferred Shareholders”) and Schedule 2 hereof (the “Common Shareholders” and collectively with the Preferred Sharesholders, the “ Sellers ”).

 

W I T N E S S E T H:

 

WHEREAS, the Sellers own an aggregate of 3,720,000 shares of common stock, $0.001 par value per share (the “Common Stock”) and 5,924,243 shares of Series A Preferred Stock, $0.001 par value per share (the “ Series A Preferred Stock ” and together with the Common Stock, the “ Shares ”), of Stonewall, which Shares constitute 100% of the issued and outstanding shares of capital stock of Stonewall; and

 

WHEREAS, the Sellers desire to sell to Purchaser, and the Purchaser desires to purchase from the Sellers, the Shares upon the terms and conditions hereinafter set forth;

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

 

ARTICLE I    SALE AND PURCHASE OF SHARES

 

1.1

Sale and Purchase of Shares.

 

Upon the terms and subject to the conditions contained herein, on the Closing Date each Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from each Seller, all Shares of Stonewall owned by such Seller set forth opposite such Seller's name on Schedule 1 attached hereto (with respect to the Preferred Shareholders) and Schedule 2 attached hereto (with respect to the Common Shareholders).  The sale and purchase are intended to be a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code.

 

ARTICLE II    PURCHASE PRICE AND PAYMENT

 

2.1            Amount and Payment of Purchase Price.

 

On the Closing Date, the Purchaser shall (i) issue an aggregate principal amount of $1,350,000 notes due December 31, 2011 in the form attached hereto as Exhibit 1 (the “Notes”) to the Preferred Shareholders based on the percentages set forth on Schedule 1, and (ii) pay $100 in cash to the Common Shareholders based on the percentages set forth on Schedule 2. For the avoidance of doubt, no Notes shall be issued to the Common Shareholders.

 

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ARTICLE III    CLOSING AND TERMINATION

 

3.1

Closing Date .

 

Subject to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof (or the waiver thereof by the party entitled to waive that condition), the closing of the sale and purchase of the Notes provided for in Section 2 hereof (the “ Closing ”) shall take place at the offices of Sichenzia Ross Friedman Ference LLP, 61 Broadway, New York, NY 10006 (or at such other place as the parties may designate in writing) on such date as the Sellers and the Purchaser may designate.  The Closing may also take place through the delivery of documents in electronic or telefaxed format or through courier delivery of actual signatures to counsel for the parties.

 

3.2

Termination of Agreement .

 

This Agreement may be terminated prior to the Closing by either (a) mutual written consent of the Sellers and the Purchaser or (b) the failure to complete the Closing by October 31, 2009.  In the event that this Agreement is validly terminated as provided herein, then each of the parties shall be relieved of their duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to the Purchaser, Stonewall or any Seller; provided , however , that nothing in this Section 3.2 shall relieve the Purchaser or any Seller of any liability for a breach of this Agreement.

 

ARTICLE IV    REPRESENTATIONS AND WARRANTIES OF THE SELLERS

 

Each of the Sellers, with respect only to the shares owned by them, represents and warrants to the Purchaser that as of the Closing Date:

 

4.1

Authority .

 

 

(a)

Neither the execution and delivery of this Agreement, the consummation of the transactions herein contemplated, nor compliance with the terms of this Agreement will violate, conflict with, result in a breach of, or constitute a default under any statute, regulation or other agreement to which any Seller is a party or by which or any of them is bound, or any decree, order, or rule of any court or governmental authority or arbitrator that is binding on any Seller in any way, except where such would not have a material adverse effect on the Company’s business or operations taken as a whole (“Material Adverse Effect”).

 

4.2

Financial Statements and Operation of Stonewall.

 

Purchaser acknowledges that it has received copies of the Stonewall’s financial statements dated 06/30/2009 and the period then ended.

 

Sellers have not been involved in the operation of Stonewall or in the preparation of the financial statements and thus make no warranties in relation to the financial statements or the , past, present or future operations of Stonewall.

 

Each Seller, individually and not jointly, represents and warrants to the Purchaser as of the Closing Date that:

 

3


 

4.3

Investment Intent.

 

The Notes are being acquired hereunder by the Seller for investment purposes only, for Seller’s own account, not as a nominee or agent and not with a view to the distribution thereof.  The Seller has no present intention to sell or otherwise dispose of the Notes and will not do so except in compliance with the provisions of the Securities Act of 1933, as amended, and applicable law.  The Seller understands that the Notes which may be acquired hereunder must be held by Seller indefinitely unless a subsequent disposition or transfer of any of said shares is registered under the Securities Act of 1933, as amended, or is exempt from registration therefrom.  The Seller further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Seller) promulgated under the Securities Act of 1933, as amended, depends on the satisfaction of various conditions, and that, if and when applicable, Rule 144 may afford the basis for sales only in limited amounts.

 

4.4

Investment Experience; Suitability.

 

The Seller is a sophisticated investor familiar with the type of risks inherent in the acquisition of securities such as the Notes and the Seller’s financial position is such that the Seller can afford to retain the Notes for an indefinite period of time without realizing any direct or indirect cash return on Seller’s investment.

 

4.5

Ownership

 

With respect to Seller’s Shares, Seller is the lawful record and beneficial owner of all the Seller’s Shares, free and clear of any liens, pledges, encumbrances, charges, claims or restrictions of any kind and has, or will have on the Closing Date, the absolute, unilateral right, power, authority and capacity to enter into and perform this Agreement without any other or further authorization, action or proceeding, except as specified herein.

 

4.6

Options and Rights

 

Each Seller, with respect only to the shares owned by them, represents that there are no authorized or outstanding subscriptions, options, warrants, calls, contracts, demands, commitments, convertible securities or other agreements or arrangements of any character or nature whatever under which Seller is or may become obligated to assign or transfer any shares of capital stock of Stonewall.  Upon the delivery to Purchaser on the Closing Date of the certificate(s) representing the Shares, Purchaser will have good, legal, valid, marketable and indefeasible title to all the Seller’s Shares, free and clear of any liens, pledges, encumbrances, charges, agreements, options, claims or other arrangements or restrictions of any kind, other than those imposed by applicable securities laws.

 

ARTICLE V    REPRESENTATIONS AND WARRANTIES OF PURCHASER

 

The Purchaser represents and warrants to each Seller and to Stonewall, as of the Closing Date, that:

 

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5.1

Organization and Good Standing of the Purchaser.

 

The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada.  Purchaser has, as of October 1 st , 2009, 5,000,000,000 shares of common stock, $0.001 par value, authorized, of which 79,868,546 shares are issued and outstanding, 5,000 shares of Series A Preferred Stock, $0.001 par value, of which 2,656 are issued and outstanding, 100,000 shares of Series B Preferred Stock, $0.001 par value, of which 0 are issued and outstanding, 12,000,000 shares of Series C Preferred Stock, $0.001 par value, of which 5,000 are issued and outstanding, 25,000 shares of Series D Preferred Stock, $0.001 par value, of which 11,575 are issued and outstanding and 25,000 shares of Series E Preferred Stock, $0.001 par value, of which 5,708 are issued and outstanding.

 

5.2

Authority.

 

(a)           The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been, or will prior to Closing be, duly and validly approved and acknowledged by all necessary corporate action on the part of the Purchaser and the Agreement is enforceable in accordance with its terms.

 

(b)           The execution of this Agreement and the delivery hereof to the Sellers and the purchase contemplated herein have been, or will be prior to Closing, duly authorized by the Purchaser’s Board of Directors having full power and authority to authorize such actions.

 

5.3

Consents.

 

 

(a)

The execution and delivery of this Agreement, the acquisition of the Shares by Purchaser and the consummation of the transactions herein contemplated, and the compliance with the provisions and terms of this Agreement, are not prohibited by the Articles of Incorporation or Bylaws of the Purchaser and will not violate, conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any court order, indenture, mortgage, loan agreement, or other agreement or instrument to which the Purchaser is a party or by which it is bound.

 

 

(b)

No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or governmental body is required on the part of the Purchaser in connection with the execution and delivery of this Agreement or any other agreement referenced herein or the compliance by Purchaser with any of the provisions hereof or thereof.

 

5.4

Litigation.

 

There are no legal proceedings pending or, to the best knowledge of the Purchaser, threatened that are reasonably likely to prohibit or restrain the ability of the Purchaser to enter into this Agreement or consummate the transactions contemplated hereby.

 

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5.5

Investment Intent and Qualification.

 

The Purchaser is acquiring the Shares for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act of 1933, as amended (the “ Securities Act ”)) thereof.  Purchaser understands that the Shares have not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.  Purchaser has, or as of the Closing Date will have had, access to all information Purchaser has requested and has, or will have, received satisfactory answers to all questions Purchaser has regarding Stonewall and the Shares.  Purchaser understands that the Shares which may be acquired hereunder must be held by it indefinitely unless a subsequent disposition or transfer of any of those Shares is registered under the Securities Act of 1933, as amended, or is exempt from registration therefrom.  Purchaser is a sophisticated investor familiar with the type of risks inherent in the acquisition of securities such as the Shares and Purchaser can bear the full risk, including the entire loss, of the investment.

 

5.6

Due Authorization of Notes.

 

The Notes, when delivered to the Sellers, shall be validly issued and outstanding as fully paid and non-assessable, free and clear of any liens, pledges, encumbrances, charges, agreements, options, claims or other arrangements or restrictions of any kind.

 

5.7

Accuracy of Information

 

Purc


 
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