STOCK PURCHASE AGREEMENT


 


This Stock Purchase
Agreement (this “Agreement”) dated October 3, 2016 (the “Effective Date”) is by and between Joseph
C. Passalaqua, an individual with a mailing address for notice purposes of 106 Glenwood Drive S in Liverpool, New York 13090 (“Seller”),
AmericaTowne, Inc., a Delaware corporation with a mailing address for notice purposes of 4700
Homewood Court, Suite
100 in Raleigh,
North Carolina 27609 (“Buyer”)
and EXA, Inc., a Florida corporation with a mailing address for notice purposes of P.O. Box 2711 in Liverpool, New York 13089 bearing
federal taxpayer identification number of 65-1146582 (the “Company”). Seller, Buyer and Company are collectively referred
to herein as the “Parties” or singularly as a “Party.”


 


WHEREAS, Seller owns 30,000,000
shares of common stock in the Company, par value $0.01, represented by Certificate No. 2107 (hereinafter, the “Shares”).


 


WHEREAS, Seller agrees
to sell the Shares, and all rights, preferences and limitations thereto, if any, to Buyer, and the Company, in turn, approves the
sale of the Shares as being in the best interests of the Company. Buyer agrees to purchase the Shares upon the terms and conditions
of this Agreement;


 


WHEREAS, the Parties incorporate
the following exhibits into this Agreement resulting in a fully integrated agreement under Delaware law:


 


Exhibit AConsents of Board of Directors
for Buyer


Exhibit BConsents in Lieu of Shareholder
Meeting (Company)


Exhibit CEscrow Agreement


 


NOW, THEREFORE, in consideration
of the premises and covenants contained herein, the Parties agree as follows:


 


1. Sale. Seller
sells to Buyer and Buyer purchases from Seller the Shares for One Hundred Thousand Dollars ($100,000.00)(the “Purchase Price”).
The Purchase Price shall be released to Seller as set forth in the Escrow Agreement.


 


2. Delivery of Shares.
The sale and transfer of the Shares will take place by or before October 15, 2016 (the “Closing Date”), unless otherwise
agreed to by the Parties in writing. In the event the sale and transfer of the Shares does not occur by the Closing Date. The sale
and transfer of the Shares shall be done in accordance with the Escrow Agreement.


 


3. Representations of
Seller and Company. The Seller and Company make the following representations, jointly or separately as the case may be, upon
which Buyer is relying and which shall survive closing:


 


A. Seller is the owner, free and
clear of any encumbrances, security interests, pledges, liens, adverse claims, options, proxies, voting agreements or other interests,
of all of the Shares delivered to the Buyer hereunder and that all such Shares have been validly issued and are fully paid.


 


B. Seller is a competent individual,
and the Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Florida.


 


 









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C. The execution, delivery, and performance
of this Agreement (i) does not and will not violate any provisions of law or any trust agreement applicable to Seller or
Company (ii) does not and will not conflict with, result in the breach or termination of any provision of, or constitute
a default under (in each case whether with or without the giving of notice or the lapse of time, or both) the Company’s Articles
of Incorporation or Bylaws or any indenture, mortgage, lease, deed of trust; other instrument, contract, or agreement; or
any order, judgment, arbitration award, or decree to which Seller or Company is a party or by which any of them or any of their
respective assets and properties are bound; and (iii) does not and will not result in the creation of any encumbrance on
any of the properties, assets, or business of Seller or Company.


 


D. No approval, authority, or consent
of or filing by Seller or Company with, or notification to, any federal, state, or local court, authority, or governmental or regulatory
body or agency, or any other corporation, limited liability company, partnership, individual, or other entity is necessary to authorize
the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement.


 


E. That the Company has no subsidiaries,
or any direct or indirect ownership interest in any other corporation, partnership, association, firm or business in any manner,
unless otherwise disclosed herein.


 


F. The Seller has the power and authority
to enter into and perform the terms of this Agreement, the execution and delivery of this Agreement has been duly authorized by
the Seller, and this Agreement does constitute the valid and legally bind obligation of the Seller, enforceable in accordance with
its terms.


 


G. There are no actions, suits, or
proceedings pending or, to the actual knowledge of the Company or Seller threatened against or effecting the Company at law or
in equity.


 


H. The Company has filed on a timely
basis (within any applicable extension periods) all tax returns it is required to file under any applicable laws with respect to
all taxes imposed on Company for the periods covered by such returns, except for the tax years 2014 and 2015 (the “Outstanding
Returns”). The Company represents that a condition to Closing is the filing of the Outstanding Returns.


 


I. Company and Seller have duly approved
and authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and no
other corporate proceedings on the part of Company or Seller are necessary to approve and authorize the execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby.


 


J. Neither Seller nor Company nor
any other person acting on their respective behalves has at any time directly or indirectly used funds for any illegal purpose,
including without limitation, the making of any improper political contribution, bribe or kickback.


 


K. Neither Seller nor Company has
done anything to cause or incur any liability or obligation of Company for investment banking, brokerage, finders, agents or other
fees, commissions, expenses or charges in connection with the negotiation, preparation, execution or performance of this Agreement
or the consummation of the transactions contemplated hereby, and Seller or Company does not know of any claim by anyone for such
a fee, commission, expense or charge.


 









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4. Representations of
Buyer. The Buyer makes the following representations upon which the Seller and the Company are relying and which shall survive
closing:


 


A. Buyer has the power and authority
to execute and deliver this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated hereby.
This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding instrument, enforceable in accordance
with its terms.


 


B. The execution, delivery and performance
of this Agreement is in compliance with and does not conflict with or result in a breach of or in violation of the terms, conditions
or provisions of any agreement, mortgage, lease or other instrument or indenture to which Buyer is a party or by which Buyer is
bound.


 


C. Buyer is purchasing the Purchased
Shares solely for its own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution
of any portion thereof in violation of any applicable securities law.


 


5. Covenants and Agreements
of the Parties. The Parties agree to the following covenants:


 


A. At any time after the execution
of this Agreement, at a Party’s request and without further consideration, a Party will execute and deliver such other instruments
and take such action as the other Party may reasonably deem necessary or desirable in order to achieve the objectives of this Agreement.


 


B. The Parties shall, in a timely,
accurate and complete manner, take all necessary corporate and other action and use all reasonable efforts to obtain all consents,
approvals, permits, licenses and amendments of agreements required of the Party to carry out the transactions contemplated in this
Agreement.


 


6. Indemnification.
The Parties agree to defend, indemnify and hold harmless the other Party and shall reimburse the other Party for, from and against
each claim, loss, liability, cost and expense (including, without limitation, interest, penalties, costs of preparation and investigation,
and the reasonable fees, disbursements and expenses of attorneys, accountants and other professional advisors), directly or indirectly
relating to, resulting from or arising out of: (a) Any untrue representation, misrepresentation, breach of warranty or non-fulfilment
of any covenant, undertaking, agreement or other obligation by or of the party contained herein; (b) Any acts and omissions of
the Party; or (c) Any other losses incidental to any of the foregoing. Furthermore, Seller agrees that, to the extent any liability
or claims becomes known after the Effective Date and such liability allegedly accrued prior to the Effective Date, Seller shall
indemnify and hold Buyer harmless under this section and in the manner proscribed herein.


 


7. Survival of Representations.
All representations, warranties, covenants, indemnities and agreements by the parties contained in this Agreement shall survive
execution of this Agreement and any investigation at any time made by or on behalf of any Party hereto, shall expire on the second
anniversary of the execution of this Agreement. The remedies provided herein shall be cumulative and shall not preclude the assertion
by any party hereto of any other rights or the seeking of any other remedies against the other party hereto.


 


 









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8. Miscellaneous.
The Parties agree to the following miscellaneous provisions:


 


A. Binding
Effect; Benefits; Assignment. All of the provisions of this Agreement will be binding upon, inure to the benefit of and be
enforceable by and against that party and its successors and authorized assigns, except as otherwise expressly provided
in this Agreement or for the provisions which are intended to be for the benefit of and will be enforceable by an indemnitee under
Section 6. Nothing in this Agreement, express or implied, is intended to confer upon any person other than the signatories thereto
any rights or remedies under or by reason of this Agreement. No Party will assign any of its rights or obligations under this Agreement
to any other person without the prior written consent of the Parties to this Agreement and any such attempted or purported assignment
will be null and void.


 


B. Entire
Agreement. This Agreement and the exhibits to this Agreement set forth the entire agreement and understanding of the Parties
in respect of the transactions contemplated by this Agreement, and supersede all prior contracts, term sheets, letters of intent,
exclusivity agreements, and other arrangements and understandings relating to the subject matter hereof and thereof.





C. Amendment
and Waiver. This Agreement may be amended, superseded or canceled, and any of its provisions may be waived, only by a written
instrument executed by the Parties or, in the case of a waiver, by the party waiving compliance. The failure of any party at any
time to require performance of any provision of this Agreement will in no manner affect the right of that party at a later time
to enforce the same or a different provision. No waiver by any party of any condition or the breach of any provision of this Agreement,
in any one or more instances, will be deemed to be or construed as a further or continuing waiver of the same or any other breach
or provision of this Agreement.


 


D. Governing
Law; Exclusive Jurisdiction. This Agreement will be governed by and construed in accordance with the law of the State of Delaware
as applicable to contracts made and to be performed in the State of Delaware, without regard to conflicts of laws principles. The
Parties hereby submit to the exclusive jurisdiction of the state or federal courts located in the County of New Castle, City of
Wilmington, State of Delaware (United States of America) in respect of any proceeding related to or arising out of this Agreement,
including any proceeding involving the interpretation or enforcement of the provisions within this Agreement, and the Parties hereby
waive, and agree not to assert, any defense in any such action, suit or proceeding, that they are not subject thereto or that such
action, suit or proceeding may not be brought or is not maintainable in such courts or that the Agreement may not be enforced in
or by such courts or that their property is exempt or immune from execution, that such suit, action or proceeding is brought in
an inconvenient forum, or that the venue of such suit, action or proceeding is improper.


 


E. Notices.
All notices, requests, demands and other communications required or permitted to be given pursuant to this Agreement must be in
writing and will be deemed to have been duly given on the day of delivery if delivered by hand, on the day of transmission if sent
by facsimile or electronic mail with confirmation of receipt (or on the next business day if not sent on a business day), on the
first business day following deposit with a nationally recognized overnight mail service, delivery charges prepaid, or on the third
business day following first class mailing, with postage prepaid to the “Authorized Agent” for the addressees in the
introductory paragraph. A Party may change its address, telephone number or facsimile number by prior written notice to the other
party.





 






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F. Counterparts.
This Agreement may be executed by facsimile, digital or other electronic signature and in one or more counterparts, each of which
will be deemed an original and together will constitute a single instrument.


 


G. Expenses.
Except as otherwise expressly provided in this Agreement, each Party will pay its own expenses, costs and fees (including legal
and other professional fees and costs) incurred in connection with the negotiation, preparation, execution and delivery of this
Agreement.


 


H. Joint
Drafting and Negotiation. The Parties agree that they have had an opportunity to participate in the drafting, preparation and
negotiation of this Agreement. Each of the Parties expressly acknowledges such participation and negotiation in order to avoid
the application of any rule construing contractual language against the drafter thereof and agrees that the provisions of this
Agreement shall be construed without prejudice to the Party who actually memorialized this Agreement in final form. The Parties
acknowledge that they have retained separate counsel for advice associated with this Agreement.


 


 


 


IN WITNESS WHEREOF, the
Parties hereto have signed this Agreement on the Effective Date, even if their respective signatures were affixed to this Agreement
at an earlier or later date.


 


 


Joseph C. Passalaqua


By: Joseph C. Passalaqua


 


AMERICATOWNE, INC., a Delaware


corporation,


 


Alton Perkins


By: Alton Perkins


Its: President


 


EXA, INC., a Florida corporation


 


Joseph J. Passalaqua


By: Joseph J. Passalaqua


Its: Authorized Member


 


 


 


 


 


 


 


 


 


 


 


 









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EXHIBIT A


 


THE PARTIES INCORPORATE
BY REFERENCE THE CONSENT OF THE BOARD OF DIRECTORS FOR AMERICATOWNE, INC. ATTACHED AS EXHIBIT C TO THE STOCK PURCHASE AGREEMENT
BETWEEN AMERICATOWNE, INC., CARSON HOLDINGS, LLC AND EXA, INC. DATED OCTOBER 3, 2016.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 









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EXHIBIT B


 


THE PARTIES INCORPORATE
BY REFERENCE THE CONSENTS IN LIEU OF SHAREHOLDER MEETING OF EXA, INC. ATTACHED AS EXHIBIT D TO THE STOCK PURCHASE AGREEMENT BETWEEN
AMERICATOWNE, INC., CARSON HOLDINGS, LLC AND EXA, INC. DATED OCTOBER 3, 2016.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 









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EXHIBIT C


 


THE PARTIES INCORPORATE
BY REFERENCE THE ESCROW AGREEMENT DATED DECEMBER 30, 2016 BETWEEN CARSON HOLDINGS, LLC, PASSALAQUA AND JONES & HALEY, P.C.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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