STOCK PURCHASE AGREEMENT AND
SHARE EXCHANGE
by and among
OMEGA COMMERCIAL FINANCE CORPOATION
a Wyoming Corporation
and
OMEGA CAPITAL FUNDING LLC
a Florida Limited Liability Company
effective as of September 17, 2007
STOCK PURCHASE AGREEMENT AND SHARE
EXCHANGE
THIS STOCK PURCHASE AGREEMENT AND SHARE
EXCHANGE, made and entered into this 17th day of September,
2007, by and among OMEGA COMMERCIAL FINANCE CORPORATION, a
Wyoming corporation with its principal place of business located
at 200 South Biscayne Boulevard, 44 th Floor, Miami,
Florida ("OCF CORP"); OMEGA CAPITAL FUNDING LLC a Limited
Liability Company with its principal place of business at 200
South Biscayne Boulevard, 44 th Floor, Miami, Florida
("OCFI") and the shareholders of shareholders of OMEGA CAPITAL
FUNDING, LLC. (“Shareholders”) (collectively OCFI
and the OCFI shareholders shall be known as the “OCFI
Group”).
Premises
A.
This Agreement provides for the acquisition of
OCFI whereby OCFI shall become a wholly owned subsidiary of OCF
CORP and in connection therewith, the issuance of a total of
12,000,000 shares of OCF CORP to the Shareholders, post reverse
split.
B.
The boards of directors of OCFI and OCF CORP
have determined, subject to the terms and conditions set forth
in this Agreement, that the transaction contemplated hereby is
desirable and in the best interests of their stockholders,
respectively. This Agreement is being entered into for the
purpose of setting forth the terms and conditions of the
proposed acquisition.
Agreement
NOW, THEREFORE, on the stated premises and for
and in consideration of the mutual covenants and agreements
hereinafter set forth and the mutual benefits to the parties to
be derived here from, it is hereby agreed as follows:
ARTICLE I
REPRESENTATIONS, COVENANTS AND WARRANTIES
OF
OMEGA COMMERCIAL FINANCE CORPORATION
As an inducement to and to obtain the reliance
of OCFI, OCF CORP represents and warrants as follows:
Section 1.1
Organization. OCF CORP is a
corporation duly organized, validly existing, and in good
standing under the laws of Wyoming and has the corporate power
and is duly authorized, qualified, franchised and licensed under
all applicable laws, regulations, ordinances and orders of
public authorities to own all of its properties and assets and
to carry on its business in all material respects as it is now
being conducted, including qualification to do business as a
foreign corporation in the jurisdiction in which the character
and location of the assets owned by it or the nature of the
business transacted by it requires qualification. Included
in the Schedules attached hereto (hereinafter defined) are
complete and correct copies of the articles of incorporation,
bylaws and amendments thereto as in effect on the date hereof.
The execution and delivery of this Agreement does not and
the consummation of the transactions contemplated by this
Agreement in accordance with the terms hereof will not violate
any provision of Holding's articles of incorporation or bylaws.
OCF CORP has full power, authority and legal right and has
taken all action required by law, its articles of incorporation,
its bylaws or otherwise to authorize the execution and delivery
of this Agreement.
Section 1.2
Capitalization . The
authorized capitalization of OCF CORP consists of 100,000,000
Common Shares, $0.01 par value per share, and 10,000,000 shares
of Preferred Stock, $5.00 par value. As of the date
hereof, OFC CORP has 2,500,000 common shares issued and
outstanding, post reverse split.
All issued and outstanding shares are legally
issued, fully paid and nonassessable and are not issued in
violation of the preemptive or other rights of any person.
OCF CORP has no securities, warrants or options authorized
or issued.
Section 1.3
Subsidiaries. OCF CORP has
no subsidiaries.
Section 1.4
Tax Matters: Books and
Records.
(a) The books and records, financial
and others, of OCF CORP are in all material respects complete
and correct and have been maintained in accordance with good
business accounting practices; and
(b) OCF CORP has no liabilities with
respect to the payment of any country, federal, state, county,
or local taxes (including any deficiencies, interest or
penalties).
(c) OCF CORP shall remain
responsible for all debts incurred by OCF CORP prior to the date
of closing.
Section 1.5
Litigation and Proceedings.
There are no actions, suits, proceedings or
investigations pending or threatened by or against or affecting
OCF CORP or its properties, at law or in equity, before any
court or other governmental agency or instrumentality, domestic
or foreign or before any arbitrator of any kind that would have
a material adverse affect on the business, operations, financial
condition or income of OCF CORP. OCF CORP is not in
default with respect to any judgment, order, writ, injunction,
decree, award, rule or regulation of any court, arbitrator or
governmental agency or instrumentality or of any circumstances
which, after reasonable investigation, would result in the
discovery of such a default.
Section 1.6
Material Contract Defaults.
OCF CORP is not in default in any material respect under the
terms of any outstanding contract, agreement, lease or other
commitment which is material to the business, operations,
properties, assets or condition of OCF CORP, and there is no
event of default in any material respect under any such
contract, agreement, lease or other commitment in respect of
which OCF CORP has not taken adequate steps to prevent such a
default from occurring.
Section 1.7 Information.
The information concerning OCF CORP as set forth
in this Agreement and in the attached Schedules is complete and
accurate in all material respects and does not contain any untrue
statement of a material fact or omit to state a material fact
required to make the statements made in light of the circumstances
under which they were made, not misleading.
Section 1.8 Title and
Related Matters. OCF CORP has good and marketable
title to and is the sole and exclusive owner of all of its
properties, inventory, interest in properties and assets, real and
personal (collectively, the “Assets”) free and clear of
all liens, pledges, charges or encumbrances. OCF CORP owns
free and clear of any liens, claims, encumbrances, royalty
interests or other restrictions or limitations of any nature
whatsoever and all procedures, techniques, marketing plans,
business plans,
methods of management or other information utilized
in connection with OCF CORP business. No third party
has any right to, and OCF CORP has not received any notice of
infringement of or conflict with asserted rights of other with
respect to any product, technology, data, trade secrets, know-how,
proprietary techniques, trademarks, service marks, trade names or
copyrights which, singly on in the aggregate, if the subject of an
unfavorable decision ruling or finding, would have a materially
adverse affect on the business, operations, financial conditions or
income of OCF CORP or any material portion of its properties,
assets or rights.
Section 1.9 Contracts
On the closing date:
(a) There are no material contracts,
agreements franchises, license agreements, or other commitments
to which OCF CORP is a party or by which it or any of its
properties are bound:
(b) OCF CORP is not a party to any
contract, agreement, commitment or instrument or subject to any
charter or other corporate restriction or any judgment, order,
writ, injunction, decree or award materially and adversely
affects, or in the future may (as far as OCF CORP can now
foresee) materially and adversely affect , the business,
operations, properties, assets or conditions of OCF CORP;
and
(c) OCF CORP is not a party to any
material oral or written: (I) contract for the employment of any
officer or employee; (ii) profit sharing, bonus, deferred
compensation, stock option, severance pay, pension benefit or
retirement plan, agreement or arrangement covered by Title IV of
the Employee Retirement Income Security Act, as amended; (iii)
agreement, contract or indenture relating to the borrowing
of money; (iv) guaranty of any obligation for the borrowing of
money or otherwise, excluding endorsements made for collection
and other guaranties, of obligations, which, in the aggregate
exceeds $1,000; (v) consulting or other contract with an
unexpired term of more than one year or providing for payments
in excess of $10,000 in the aggregate; (vi) collective
bargaining agreement; (vii) contract, agreement or other
commitment involving payments by it for more than $10,000 in the
aggregate.
Section 1.10 Compliance With Laws and
Regulations. To the best of OCF CORP’s
knowledge and belief, OCF CORP has complied with all applicable
statutes and regulations of any federal, state or other
governmental entity or agency thereof, except to the extent that
noncompliance would not materially and adversely affect the
business, operations, properties, assets or condition of OCF CORP
or would not result in OCF CORP incurring material liability.
Section 1.11 Insurance.
All of the insurable properties
of OCF CORP are insured for OCF CORP‘s benefit under valid
and enforceable policy or policies containing substantially
equivalent coverage and will be outstanding and in full force at
the Closing Date.
Section 1.12 Approval of Agreement.
The directors of OCF CORP have authorized
the execution and delivery of the Agreement by and have approved
the transactions contemplated hereby.
Section 1.13 Material Transactions or
Affiliations . There are no material
contracts or agreements of arrangement between OCF CORP and any
person, who was at the time of such contract, agreement or
arrangement an officer, director or person owning of record, or
known to beneficially own ten percent (10%) or more of the issued
and outstanding Common Shares of OCF CORP and which is to be
performed in whole or in part after the date hereof. OCF CORP
has no commitment, whether written
or oral, to lend any funds to, borrow any money
from or enter into material transactions with any such affiliated
person.
Section 1.14 No Conflict
With Other Instruments . The execution of this
Agreement and the consummation of the transactions contemplated
by this Agreement will not result in the breach of any term or
provision of, or constitute an event of default under, any
material indenture, mortgage, deed of trust or other material
contract, agreement or instrument to which OCF CORP is a party
or to which any of its properties or operations are subject.
Section 1.15 Governmental
Authorizations. OCF CORP has all licenses,
franchises, permits or other governmental authorizations legally
required to enable it to conduct its business in all material
respects as conducted on the date hereof. Except for
compliance with federal and state securities and corporation
laws, as hereinafter provided, no authorization, approval,
consent or order of, or registration, declaration or filing
with, any court or other governmental body is required in
connection with the execution and delivery by OCF CORP of this
Agreement and the consummation of the transactions contemplated
hereby.
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
OF OMEGA CAPITAL FUNDING LLC.
As an inducement to, and to obtain the reliance
of OCF CORP, OCFI represents and warrants as follows:
Section 2.1
Organization. OCFI is a
corporation duly organized, validly existing and in good
standing under the laws of Florida and has the corporate power
and is duly authorized, qualified, franchised and licensed under
all applicable laws, regulations, ordinances and orders of
public authorities to own all of its properties and assets and
to carry on its business in all material respects as it is now
being conducted, including qualification to do business as a
foreign entity in the country or states in which the character
and location of the assets owned by it or the nature of the
business transacted by it requires qualification. Included
in the Attached Schedules (as hereinafter defined) are complete
and correct copies of the articles of incorporation, bylaws and
amendments thereto as in effect on the date hereof. The
execution and delivery of this Agreement does not and the
consummation of the transactions contemplated by this Agreement
in accordance with the terms hereof will not, violate any
provision of OCFI's certificate of incorporation or bylaws.
OCFI has full power, authority and legal right and has
taken all action required by law, its articles of incorporation,
bylaws or otherwise to authorize the execution and delivery of
this Agreement.
Section 2.2
Capitalization. The
authorized capitalization of OCFI consists of 1,500 membership
units issued and outstanding.
All issued and outstanding common shares have
been legally issued, fully paid, are nonassessable and not
issued in violation of the preemptive rights of any other
person. OCFI has no other securities, warrants or options
authorized or issued.
Section 2.3
Subsidiaries. OCFI has no
subsidiaries.
Section 2.4
Tax Matters; Books & Records
(a)
The books and records, financial and others, of
OCFI are in all material respects complete and correct and have
been maintained in accordance with good business accounting
practices; and
(b)
OCFI has no liabilities with respect to the
payment of any country, federal, state, county, local or other
taxes (including any deficiencies, interest or penalties).
(c) OCFI shall
remain responsible for all debts incurred prior to the
closing.
Section 2.5
Information. The information
concerning OCFI as set forth in this Agreement and in the
attached Schedules is complete and accurate in all material
respects and does not contain any untrue statement of a material
fact or omit to state a material fact required to make the
statements made, in light of the circumstances under which they
were made, not misleading.
Section 2.6
Title and Related Matters.
OCFI has good and marketable title to and is the sole and
exclusive owner of all of its properties, inventory, interests
in properties and assets, real and personal (collectively, the
"Assets") free and clear of all liens, pledges, charges or
encumbrances. Except as set forth in the Schedules
attached hereto, OCFI owns free and clear of any liens, claims,
encumbrances, royalty interests or other restrictions or
limitations of any nature whatsoever and all procedures,
techniques, marketing plans, business plans, methods of
management or other information utilized in connection with
OCFI's business. Except as set forth in the attached
Schedules, no third party has any right to, and OCFI has not
received any notice of infringement of or conflict with asserted
rights of others with respect to any product, technology, data,
trade secrets, know-how, proprietary techniques, trademarks,
service marks, trade names or copyrights which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or
finding, would have a materially adverse affect on the business,
operations, financial conditions or income of OCFI or any
material portion of its properties, assets or rights.
Section 2.7
Litigation and Proceedings.
There are no actions, suits or proceedings pending or threatened
by or against or affecting OCFI, at law or in equity, before any
court or other governmental agency or instrumentality, domestic
or foreign or before any arbitrator of any kind that would have
a material adverse effect on the business, operations, financial
condition, income or business prospects of OCFI. OCFI does
not have any knowledge of any default on its part with respect
to any judgement, order, writ, injunction, decree, award, rule
or regulation of any court, arbitrator or governmental agency or
instrumentality.
Section 2.8
Contracts. On the Closing
Date:
(a)
There are no material contracts, agreements,
franchises, license agreements, or other commitments to which
OCFI is a party or by which it or any of its properties are
bound;
(b)
OCFI is not a party to any contract, agreement,
commitment or instrument or subject to any charter or other
corporate restriction or any judgment, order, writ, injunction,
decree or award which materially and adversely affects, or in
the future may (as far as OCFI can now foresee) materially and
adversely affect, the business,
operations, properties, assets or conditions of
OCFI; and
(c)OCFI is not a party to any material oral or
written: (i) contract for the employment of any officer or
employee; (ii) profit sharing, bonus, deferred
compensation, stock option, severance pay, pension, benefit or
retirement plan, agreement or arrangement covered by Title IV of
the Employee Retirement Income Security Act, as amended; (iii)
agreement, contract or indenture relating to the borrowing of
money; (iv) guaranty of any obligation for the borrowing
of money or otherwise, excluding endorsements made for
collection and other guaranties of obligations, which, in the
aggregate exceeds $1,000; (v) consulting or other
contract with an unexpired term of more than one year or
providing for payments in excess of $10,000 in the aggregate;
(vi) collective bargaining agreement; (vii)
contract, agreement, or other commitment involving
payments by it for more than $10,000 in the aggregate.
Section 2.9
No Conflict With Other Instruments.
The execution of this Agreement and the
consummation of the transactions contemplated by this Agreement
will not result in the breach of any term or provision of, or
constitute an event of default under, any material indenture,
mortgage, deed of trust or other material contract, agreement or
instrument to which OCFI is a party or to which any of its
properties or operations are subject.
Section 2.10
Material Contract Defaults.
To the best of OCFI's knowledge and belief, it is not in default
in any material respect under the terms of any outstanding
contract, agreement,
