Acropolis Precious Metals, Inc. - Exhibit 10.1




  




Form 8-K. Exhibit 10.1 


AFFILIATE STOCK PURCHASE AGREEMENT 


THIS AFFILIATE STOCK PURCHASE
AGREEMENT ("Agreement") is made as of the 9th day of June, 2008,
by and between WALTER BRENNER ("Seller") and Oracular Dragon Capital
Company, Ltd. ("Purchaser") as to 3,000,000 shares, of ACROPOLIS PRECIOUS
METALS, INC. 


RECITALS 


WHEREAS, the Seller is the owner of
3,000,000 restricted shares of common stock of ACROPOLIS PRECIOUS METALS,
INC., a NEVADA corporation (the "Company"); and 

WHEREAS, the Seller proposes to sell
to the Purchaser the 3,000,000 restricted shares of common stock of the Company
currently owned by the Seller (the "Purchased Shares"), on the terms set forth
herein. 

In consideration of the premises,
representations, warranties and covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows: 


1. 

PURCHASE
AND SALE AND CLOSING 


1.1 

The Seller
hereby agrees to sell, assign, transfer and deliver to the Purchaser, and the
Purchaser hereby agrees to purchase from the Seller, the Purchased Shares for
the purchase price of SEVENTY TWO THOUSAND FIVE HUNDRED EIGHTY ONE and no/100
U.S. Dollars ($72,581) (the "Purchase Price"). Payment shall be in U.S.
Dollars, in the form of cash or check as follows. An amount of $72,581 in good
funds delivered and cleared to Seller's account via escrow agent TRIVEDI &
ASSOCIATES, P.L. ("Escrow Agent") (account information as provided by separate
communiqué'). 

1.2 

Closing. The
closing ("Closing") of the transactions contemplated hereby will occur on, or,
before the 16th day of June, 2008 (the "Closing Date"). At the
Closing, Purchaser shall deliver to Seller the full Purchase Price. In full
consideration and exchange for the Purchase Price, Seller shall deliver to
Purchaser or the legal counsel of Purchaser the stock certificates representing
the Purchased Shares and the complete file and records of Company, including but
not limited to, all the original corporate and board resolutions and minutes,
the originally signed and executed federal and state filings, transaction
documents, the complete original accounting books and records including all the
invoices, receipts, bank records and billing statements, and all other original
documents in file. 


2. 


REPRESENTATIONS AND WARRANTIES OF THE SELLER 


2.1 

The Seller
warrants, covenants and represents to the Purchaser with the intention of
inducing the Purchaser to enter into this Agreement that: 

(a) 

immediately
prior to and at the Closing, the Seller shall be the legal and beneficial owner
of the Purchased Shares and on the Closing Date, the Seller shall transfer to
the Purchaser the Purchased Shares free and clear of all liens, restrictions,
covenants or adverse claims of any kind or character; 

(b) 

the Seller has
the legal power and authority to execute and deliver this Agreement and all
other documents required to be executed and delivered by the Seller hereunder
and to consummate the transactions contemplated hereby; and 




(c) 

the Seller is,
or has been during the past ninety (90) days, an officer, director, 10% or
greater shareholder or "affiliate" of the Company, as that term is defined in
Rule 144 promulgated under the United States Securities Act of 1933, as amended
(the "Securities Act"); 

(d) 

to the best of
the knowledge, information and belief of the Seller there are no circumstances
that may result in any material adverse effect to the Company or the value of
the Purchased Shares that are now in existence or may hereafter arise; 

(e) 

as of the
Closing Date the Seller shall not be indebted to the Company and the Company
shall not be indebted to the Seller; 

(f) 

the Seller does
not now, nor will it prior to or on the Closing Date, own, either directly or
indirectly, or exercise direction or control over any common shares of the
Company other than the Purchased Shares; 

(g) 

the authorized
capital of the Company consists of 75,000,000 common shares, par value $0.00001,
of which a total of 6,135,000 common shares have been validly issued, are
outstanding and are fully paid and non-assessable; 

(h) 

no person, firm
or corporation has any right, agreement, warrant or option, present or future,
contingent or absolute, or any right capable of becoming a right, agreement or
option to require the Company to issue any shares in its capital or to convert
any securities of the Company or of any other company into shares in the capital
of the Company; 

(i) 

as of the
closing, the liabilities of the Company whether accrued, contingent or
otherwise, shall be less than $3,000.00; and the Seller will pay any outstanding
liability of the Company with the Purchase Price 

(j) 

the Company does
not beneficially own, directly or indirectly, shares in any other corporate
entity; 

(k) 

the Company has
good and marketable title to all of its assets, and such assets are free and
clear of any financial encumbrances not disclosed in the Financial Statements;


(l) 

the Company has
filed all reports required to be filed by it under the Securities Act and the
United States Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including pursuant to Section 13(a) or 15(d) of the Exchange Act, (the "SEC
Reports") on a timely basis or has received a valid extension of such time
of filing and has filed any such SEC Reports prior to the expiration of any such
extension. As of their respective dates, the SEC Reports complied in all
material respects with the requirements of the Securities Act and the Exchange
Act and the rules and regulations of the United States Securities and Exchange
Commission (the "Commission") promulgated thereunder, and none of the SEC
Reports, when filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The financial statements of the Company included
in the SEC Reports comply in all material respects with applicable accounting
requirements and the rules and regulations of the Commission with respect
thereto as in effect at the time of filing; 

(m) 

the Company is
not a party to or bound by any agreement or understanding granting registration
or anti-dilution rights to any person with respect to any of its equity or debt
securities; no person has a right to purchase or acquire or receive any equity
or debt security of the Company; 




(n) 

the Company is in compliance
with the applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules
and regulations promulgated thereunder; 

(o) 

contemporaneously herewith, the
Seller as a director shall appoint a representative of the Buyer to the Board of
Directors of the Company; 

(p) 

the Seller and
all other officers and directors of the Company shall tendered their
resignations as officers and directors of the Company, to be effective on the
Closing Date; 

(q) 

the Seller agrees to execute and
deliver such other documents and to perform such other acts as shall be
necessary to effectuate the purposes of this Agreement; and 

(r) 

there are no
claims threatened or against or affecting the Company nor are there any actions,
suits, judgments, proceedings or investigations pending or, threatened against
or affecting the Company, at law or in equity, before or by any Court,
administrative agency or other tribunal or any governmental authority or any
legal basis for same. 


3. 

REPRESENTATIONS AND
WARRANTIES OF THE PURCHASER 


3.1 

The Purchaser represents and
warrants to the Seller that the Purchaser: 

(a) 

has the legal power and
authority to execute and deliver this Agreement and to consummate the
transactions hereby contemplated; 

(b) 

understands and
agrees that offers and sales of any of the Purchased Shares prior to the
expiration of a period of one year after the date of completion of the transfer
of the Purchased Shares (the "Restricted Period") as contemplated in this
Agreement shall only be made in compliance with the safe harbor provisions set
forth in Rule 144, or pursuant to the registration provisions of the Securities
Act or pursuant to an exemption therefrom, and that all offers and sales after
the Restricted Period shall be made only in compliance with the registration
provisions of the Securities Act or an exemption therefrom; and 

(c) 

is acquiring the
Purchased Shares as principal for the Purchaser's own account, for investment
purposes only, and not with a view to, or for, resale, distribution or
fractionalisation thereof, in whole or in part, and no other person has a direct
or indirect beneficial interest in the Purchased Shares 

3.2 

The Purchaser agrees not to
engage in hedging transactions with regard to the Purchased Shares accept in
compliance with the Securities Act. 

3.3 

The Purchaser
confirms that he is neither a U.S Person, as such term is defined in Rule 902(k)
of Regulation S, nor located within the United States, and that the transaction
will be between non-U.S. Persons, and take place outside of the United States.
The Purchaser has not been contacted concerning the acquired Securities or the
matters set forth in this Agreement by means of any advertisement or other
general solicitation. 


4. 

INDEMNIFICATION 


4.1 

The Seller
hereby agrees to indemnify and hold harmless the Purchaser and the Company
against any losses, claims, damages or liabilities to which the Seller or the
Company may become subject insofar as such losses, claims, damages or
liabilities arise out of or are based upon taxes, real property leases or
equipment leases payable by or for which the Company has the primary liability;
and in particular, any misrepresentation of the Seller as contained herein.
Damages of the Purchaser are not limited to the amount of the Seller received
hereunder but will include the Purchaser's or Company's actual cost of any claim
and full costs of negotiations and for defence. 




5. 


POST-CLOSING SEC REPORTS 


5.1 

Except for any
Form 3, 4 or 5 to be filed on behalf of the Seller, the Purchaser hereby agrees
that it shall file any and all necessary SEC Reports, including but not limited
to any Schedule 13D, 8-K or other SEC Report. 


6. 


MISCELLANEOUS 


6.1 


The parties hereto acknowledge that they
have obtained independent legal advice with respect to this Agreement and
acknowledge that they fully understand the provisions of this Agreement. 


6.2 

Unless otherwise provided, all
dollar amounts referred to in this Agreement are in United States dollars. 

6.3 

There are no representations,
warranties, collateral agreements, or conditions concerning the subject matter
of this Agreement except as herein specified. 

6.4 

This Agreement
will be governed by and construed in accordance with the laws of the State of
NEVADA. The parties hereby attorn to the jurisdiction of the courts Clark
County, NEVADA with respect to any legal proceedings arising from this
Agreement. 

6.5 

The
representations and warranties of the parties contained in this Agreement shall
survive the closing of the purchase and sale of the Purchased Shares and shall
continue in full force and effect for a period of one year. 

6.7 

This Agreement may be executed
in several counterparts, each of which will be deemed to be an original and all
of which will together constitute one and the same instrument. 

6.8 

Delivery of an
executed copy of this Agreement by electronic facsimile transmission or other
means of electronic communication capable of producing a printed copy will be
deemed to be execution and delivery of this Agreement as of the date set forth
on page one of this Agreement. 

Each of the parties hereto has executed this
Agreement to be effective as of the day and year first above written. 


SELLER: 


/s/ Walter Brenner 

Walter Brenner 

PURCHASER: 

/s/Oracular Dragon Capital Company, Ltd. 

Oracular Dragon Capital Company, Ltd.