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
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Sale and
Purchase of Shares.
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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.
ARTICLE III
CLOSING AND TERMINATION
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.
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Termination
of Agreement .
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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:
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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”).
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Financial
Statements and Operation of Stonewall.
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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:
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.
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Investment
Experience; Suitability.
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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.
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.
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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Organization
and Good Standing of the Purchaser.
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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.
(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.
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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.
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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.
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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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Investment
Intent and Qualification.
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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.
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Due
Authorization of Notes.
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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.
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