Exhibit 10.1
STOCK PURCHASE AND SALE
AGREEMENT
THIS AGREEMENT is entered into this
10 th day of September, 2009 by and between Catalyst
Financial Group, Inc. located at 1201 Hays Street Tallahassee, FL
32301-2607 (the “Buyer”) and The Tucker Family
Spendthrift Trust located at 7359 Ballantrae Ct. Boca Raton, FL
33496 (the “Seller”) and Pop Starz Ventures 3, Inc.,
located at 7359 Ballantrae Ct. Boca Raton, FL 33496 (“the
Company”)
RECITALS
WHEREAS, the Seller is the legal or
beneficial owner of 945,000 shares (the “Securities”)
of common stock of the Company, which represents approximately 90.4
% of the issued and outstanding shares of common stock of the
Company; and
WHEREAS, Seller desires to sell and
transfer to Buyer and Buyer desires to purchase in accordance with
the terms and conditions set forth herein, a total of 945,000
shares of common stock out of the total 1,045,000 issued and
outstanding shares of common stock in the Company; and
WHEREAS, it is in the best interest
of the Company and its continued operations to enter into this
transaction.
NOW, THEREFORE, in consideration
of the mutual promises and covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties intending to be legally
bound agree as follows:
ARTICLE I
DEFINITIONS
For purposes of this Agreement, the
following terms have the meanings specified or referred to in this
Article 1: -
“Best
Efforts” —the
efforts that a prudent Person desirous of achieving a result would
use in similar circumstances to ensure that such result is achieved
as expeditiously as possible, provided, however, that an obligation
to use Best Efforts under this Agreement does not require the
Person subject to that obligation to take actions that would result
in a materially adverse change in the benefits to such Person of
this Agreement and the Contemplated Transactions.
“Breach”
—a “Breach” of a
representation, warranty, covenant, obligation, or other provision
of this Agreement or any instrument delivered pursuant to this
Agreement will be deemed to have occurred if there is or has been
(a) any inaccuracy in or breach of, or any failure to perform or
comply with, such representation, warranty, covenant, obligation,
or other provision, or (b) any claim (by any Person) or other
occurrence or circumstance that is or was inconsistent with such
representation, warranty, covenant, obligation, or other provision,
and the term “Breach” means any such inaccuracy,
breach, failure, claim, occurrence, or circumstance.
“ Default” - the
failure to pay any portion of the Purchase Price within the time
frame set forth in this Agreement or the failure to deliver the
common stock as required in the agreement.
“Proceeding” —any action, arbitration, audit, hearing,
investigation, litigation, or suit (whether civil, criminal,
administrative, investigative, or informal) commenced, brought,
conducted, or heard by or before, or otherwise involving, any
Governmental Body or arbitrator.
“Threatened” —a claim, Proceeding, dispute, action, or
other matter will be deemed to have been “Threatened”
if any demand or statement has been made (orally or in writing) or
any notice has been given (orally or in writing), or if any other
event has occurred or any other circumstances exist, that would
lead a prudent Person to conclude that such a claim, Proceeding,
dispute, action, or other matter is likely to be asserted,
commenced, taken, or otherwise pursued in the future.
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ARTICLE II
PURCHASE AND SALE OF SECURITIES
AND SECURITY
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Section 2.1
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SALE OF SECURITIES:
Subject to the terms and conditions
set forth in this Agreement, Seller shall transfer and convey the
Securities to Buyer, free and clear of any and all liens, claims,
and encumbrances, except for any restrictive legends appearing on
any of the stock certificates.
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Section 2.2
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CONSIDERATION:
As payment for the transfer of the
Securities by Seller to Buyer, Buyer shall wire the Purchase Price
of Nineteen Thousand Dollars $ 19,000 (the “Purchase
Price”) as set forth in the Wiring Instructions attached
hereto as Exhibit A to Seller whereas upon receipt Seller shall
deliver the Securities to the Buyer with medallion signature
guaranteed stock powers for transfer of said securities to Buyer
upon Closing.
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ARTICLE III
PRECONDITIONS TO CLOSING/DUE
DILIGENCE
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Section 3.1
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CONDITIONS TO CONSUMMATION OF THE
TRANSACTION: The
respective obligations of the parties with respect to this
Transaction shall be subject to satisfaction of conditions
customary to transactions of this type, including without
limitation:
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(a) execution
of this Stock Purchase Agreement by both parties;
(b) absence
of pending or threatened litigation, investigations or other
matters affecting the Seller, the Buyer or the Transaction;
and
(c) satisfactory
completion by the Buyer and the Seller of due diligence
investigations of the other party.
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Section 3.2
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DUE DILIGENCE:
Buyer shall have the opportunity to
conduct due diligence to its satisfaction and have the opportunity
to ask questions and receive satisfactory responses from Seller and
have the opportunity to review such documents and records as Buyer
deems necessary to consummate this transaction.
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Section 3.3
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CONDITIONS PRECEDENT TO
BUYER’S OBLIGATION TO CLOSE: Buyers obligation to purchase the Securities and
to take the other actions required to be taken by Buyer at the
Closing is subject to the satisfaction, at or prior to the Closing,
of each of the following conditions (any of which may be waived by
Buyer, in whole or in part):
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(a) All
representations and warranties of Seller contained herein being
true at the time of Closing;
(b) Since
the date of this Agreement, there must not have been commenced or
threatened against Buyer, or against any person affiliated with
Buyer, any Proceeding involving any challenge to, or seeking
damages or other relief in connection with the contemplated
Transaction, or (ii) that may have the effect of preventing,
delaying, making illegal, or otherwise interfering with the
contemplated transactions.
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Section 3.4
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CONDITIONS PRECEDENT TO SELLERS
OBLIGATION TO CLOSE: Seller’s obligation to sell the Securities
and to take the other actions required to be taken by the Seller at
Closing are subject to the satisfaction, at or prior to the
Closing, of each of the following conditions (any of which may be
waived by Seller, in whole or in part):
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(a) All
representations and warranties of Buyer contained herein being true
at the time of Closing;
(b) Buyer
shall have tendered the consideration as specified for
Closing
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF
SELLERS
Sellers represent and warrant that
at the time of the execution of this Agreement:
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Section 4.1
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MARKETABLE TITLE:
The Seller shall convey to Buyer
good and marketable title in and to the Securities, free and clear
of any and all liens, claims and encumbrances, including, but not
limited to, any and all pledges and security interests, and all
other defects of title of any type whatsoever except for any
restrictive legends which may appear on certain
certificates
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Section 4.2
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AUTHORITY:
The Seller has the right, power,
legal capacity and authority to enter into and perform its
respective obligations under this Agreement and no approvals or
consents of any persons or entities are necessary in connection
with it;
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Section 4.3
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OUTSTANDING CLAIMS, SUITS OR
ACTIONS: Seller is not
aware of any outstanding claims, suits or actions or potential
claims, suits or actions in connection with the contemplated sale
of the common stock.
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Section 4.4
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CONTRACTS:
The Seller is not party to any
agreement, contract, or understanding, oral or written, express or
implied, which would prevent Seller from lawfully entering into
this Agreement or which would create an obligation as a result of
this transaction. Seller has no contract with a business
br
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