Unassociated Document


    EXECUTION
      COPY

    
 

    
      STOCK
        PURCHASE AGREEMENT

       

      THIS
        STOCK PURCHASE AGREEMENT (this “Agreement”),
        dated
        as of July 13, 2007, is made by and between Southridge Technology Group,
        Inc., a
        Delaware corporation (“Seller”),
        and
        each of (i) Joseph M. Garzi and (ii) Sunodia Partners LP (together,
“Buyers”).

       

      RECITALS

       

      A. Seller
        owns one thousand (1,000) shares of common stock, $0.001 par value per share
        (the “Shares”),
        of
        STG Holdings, Inc., a Delaware corporation (the “Company”),
        which
        shares constitute, as of the date hereof, all of the issued and outstanding
        capital stock of the Company.

       

      B. Buyers
        hold 9,050,000 shares of common stock, $0.001 par value per share, of Seller
        (the “Purchase
        Price Shares”),
        and
        Buyers have agreed to transfer such interest back to Seller for immediate
        cancellation (the “Redemption”).

       

      C. In
        connection with the Redemption, Buyers wish to acquire from Seller, and Seller
        wishes to transfer to Buyers, the Shares, upon the terms and subject to the
        conditions set forth herein.

       

      Accordingly,
        the parties hereto agree as follows:

       

      1. Purchase
        and Sale of Stock.
        

       

      (a) Purchased
        Shares. 
         Subject to the terms and conditions provided below, Seller shall sell and
        transfer to Buyers and Buyers shall purchase from Seller, on the Closing
        Date
        (as defined in Section 1(c)), all of the Shares.

       

      (b) Purchase
        Price. 
         The purchase price for the Shares shall be the transfer and delivery by
        Buyers to Seller of the Purchase Price Shares, deliverable as provided in
        Section 2(b).

       

      (c) Closing. 
         The closing of the transactions contemplated in this Agreement (the
“Closing”)
        shall
        take place as soon as practicable following the execution of this Agreement.
        The
        date on which the Closing occurs shall be referred to herein as the Closing
        Date
        (the “Closing
        Date”).

       

      2. Closing.

       

      (a) Transfer
        of Shares. 
         At the Closing, Seller shall deliver to Buyers certificates representing
        the Shares, duly endorsed to Buyers or as directed by Buyers, which delivery
        shall vest Buyers with good and marketable title to all of the issued and
        outstanding shares of capital stock of the Company, free and clear of all
        liens
        and encumbrances.

       

      (b) Payment
        of Purchase Price.
         At the Closing, Buyers shall deliver to Seller a certificate or
        certificates representing the Purchase Price Shares duly endorsed to Seller,
        which delivery shall vest Seller with good and marketable title to the Purchase
        Price Shares, free and clear of all liens and encumbrances.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3. Representations
        and Warranties of Seller.
        Seller
        represents and warrants to Buyers as of the date hereof as follows:

       

      (a) Corporate
        Authorization; Enforceability. 
         The execution, delivery and performance by Seller of this Agreement is
        within the corporate powers and has been, duly authorized by all necessary
        corporate action on the part of Seller. This Agreement has been duly executed
        and delivered by Seller and constitutes the valid and binding agreement of
        Seller, enforceable against Seller in accordance with its terms, except to
        the
        extent that its enforceability may be subject to applicable bankruptcy,
        insolvency, reorganization, moratorium and similar Laws affecting the
        enforcement of creditors’ rights generally and by general equitable
        principles.

       

      (b) Governmental
        Authorization. 
         The execution, delivery and performance by Seller of this Agreement
        requires no consent, approval, Order, authorization or action by or in respect
        of, or filing with, any Governmental Authority.

       

      (c) Non-Contravention;
        Consents. 
         The execution, delivery and performance by Seller of this Agreement and
        the consummation of the transactions contemplated hereby do not (i) violate
        the
        certificate of incorporation or bylaws of Seller or (ii) violate any applicable
        Law or Order.

       

      (d) Capitalization. 
         As of the date hereof, Seller owns the Shares, which shares represent 100%
        of the authorized, issued and outstanding capital stock of the Company. The
        Shares to be acquired by Buyers are duly authorized, validly issued, fully-paid,
        non-assessable and free and clear of any Liens.

       

      4. Representations
        and Warranties of Buyers.
        Buyers
        represent and warrant to Seller as of the date hereof as follows:

       

      (a) Enforceability. 
         The execution, delivery and performance by Buyers of this Agreement are
        within Buyers’ powers. This Agreement has been duly executed and delivered by
        Buyers and constitutes the valid and binding agreement of Buyers, enforceable
        against Buyers in accordance with its terms, except to the extent that its
        enforceability may be subject to applicable bankruptcy, insolvency,
        reorganization, moratorium and similar laws affecting the enforcement of
        creditors' rights generally and by general equitable principles.

       

      (b) Governmental
        Authorization. 
         The execution, delivery and performance by Buyers of this Agreement
        require no consent, approval, Order, authorization or action by or in respect
        of, or filing with, any Governmental Authority.

       

      (c) Non-Contravention;
        Consents. 
         The execution, delivery and performance by Buyers of this Agreement, and
        the consummation of the transactions contemplated hereby do not violate any
        applicable Law or Order.

       

      
        
          
          

        

        
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      (d) Purchase
        for Investment. 
         Buyers are financially able to bear the economic risks of acquiring an
        interest in the Company and the other transactions contemplated hereby, and
        has
        no need for liquidity in this investment. Buyers have such knowledge and
        experience in financial and business matters in general, and with respect
        to
        businesses of a nature similar to the business of the Company, so as to be
        capable of evaluating the merits and risks of, and making an informed business
        decision with regard to, the acquisition of the Shares. Buyers are acquiring
        the
        Shares solely for their own account and not with a view to or for resale
        in
        connection with any distribution or public offering thereof, within the meaning
        of any applicable securities laws and regulations, unless such distribution
        or
        offering is registered under the Securities Act of 1933, as amended (the
        “Securities
        Act”),
        or an
        exemption from such registration is available. Buyers have (i) received all
        the
        information they have deemed necessary to make an informed investment decision
        with respect to the acquisition of the Shares, (ii) had an opportunity to
        make
        such investigation as they have desired pertaining to the Company and the
        acquisition of an interest therein, and to verify the information which is,
        and
        has been, made available to them and (iii) had the opportunity to ask questions
        of Seller concerning the Company. Buyers have received no public solicitation
        or
        advertisement with respect to the offer or sale of the Shares. Buyers realize
        that the Shares are “restricted securities” as that term is defined in Rule 144
        promulgated by the Securities and Exchange Commission under the Securities
        Act,
        the resale of the Shares is restricted by federal and state securities laws
        and,
        accordingly, the Shares must be held indefinitely unless their resale is
        subsequently registered under the Securities Act or an exemption from such
        registration is available for their resale. Buyers understand that any resale
        of
        the Shares by them must be registered under the Securities Act (and any
        applicable state securities law) or be effected in circumstances that, in
        the
        opinion of counsel for the Company at the time, create an exemption or otherwise
        do not require registration under the Securities Act (or applicable state
        securities laws). Buyers acknowledge and consent that certificates now or
        hereafter issued for the Shares will bear a legend substantially as
        follows:

       

      THE
        SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER
        ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR
        INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
        EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
        QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH
        REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE
        SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES
        ACT
        AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER
        OF
        THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS
        TO THE
        AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR
        SUCH
        OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL
        NOT
        VIOLATE THE SECURITIES LAWS.

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

      Buyers
        understand that the Shares are being sold to them pursuant to the exemption
        from
        registration contained in Section 4(1) of the Securities Act and that Seller
        is
        relying upon the representations made herein as one of the bases for claiming
        the Section 4(1) exemption. 

       

      (e) Liabilities. 
         Following the Closing, Seller will have no debts, liabilities or
        obligations relating to the Company or its business or activities, and there
        are
        no outstanding guaranties, performance or payment bonds, letters of credit
        or
        other contingent contractual obligations that have been undertaken by Seller
        directly or indirectly in relation to the Company or its business and that
        may
        survive the Closing. 

       

      (f) Title
        to Purchase Price Shares. 
         Buyers are the sole record and beneficial owner of the Purchase Price
        Shares. At Closing, Buyers will have good and marketable title to the Purchase
        Price Shares, which Purchase Price Shares are, and at the Closing will be,
        free
        and clear of all options, warrants, pledges, claims, liens and encumbrances,
        and
        any restrictions or limitations prohibiting or restricting transfer to Seller,
        except for restrictions on transfer as contemplated by applicable securities
        laws.

       

      5. Indemnification
        and Release.
        

       

      (a) Indemnification. 
         Buyers covenant and agree to indemnify, defend, protect and hold harmless
        Seller, and its officers, directors, employees, stockholders, agents,
        representatives and affiliates (collectively, together with Seller, the
“Seller
        Indemnified Parties”)
        at all
        times from and after the date of this Agreement from and against all losses,
        liabilities, damages, claims, actions, suits, proceedings, demands, assessments,
        adjustments, costs and expenses (including specifically, but without limitation,
        reasonable attorneys’ fees and expenses of investigation), whether or not
        involving a third party claim and regardless of any negligence of any Seller
        Indemnified Party (collectively, “Losses”),
        incurred by any Seller Indemnified Party as a result of or arising from (i)
        any
        breach of the representations and warranties of Buyers set forth herein or
        in
        certificates delivered in connection herewith, (ii) any breach or nonfulfillment
        of any covenant or agreement on the part of Buyers under this Agreement,
        (iii)
        any debt, liability or obligation of the Company, (iv) any debt, liability
        or
        obligation of Seller for actions taken prior to that certain merger by and
        between Seller and RxElite Holdings., a Delaware corporation (the “Merger”),
        (v)
        the conduct and operations of the business of the Company whether before
        or
        after Closing, (vi) claims asserted against the Company whether before or
        after
        Closing, or (vii) any federal or state income tax payable by Seller and
        attributable to the transaction contemplated by this Agreement or activities
        prior to the Merger.

       

      (b) Third
        Party Claims.

       

      (i) If
        any
        claim or liability (a “Third-Party
        Claim”)
        should
        be asserted against any of the Seller Indemnified Parties (the “Indemnitee”)
        by a
        third party after the Closing for which Buyers have an indemnification
        obligation under the terms of Section 5(a), then the Indemnitee shall notify
        Buyers (the “Indemnitor”)
        within
        20 days after the Third-Party Claim is asserted by a third party (said
        notification being referred to as a “Claim
        Notice”)
        and
        give the Indemnitor a reasonable opportunity to take part in any examination
        of
        the books and records of the Indemnitee relating to such Third-Party Claim
        and
        to assume the defense of such Third-Party Claim and in connection therewith
        and
        to conduct any proceedings or negotiations relating thereto and necessary
        or
        appropriate to defend the Indemnitee and/or settle the Third-Party Claim.
        The
        expenses (including reasonable attorneys’ fees) of all negotiations,
        proceedings, contests, lawsuits or settlements with respect to any Third-Party
        Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume
        the
        defense of any Third-Party Claim in writing within 20 days after the Claim
        Notice of such Third-Party Claim has been delivered, through counsel reasonably
        satisfactory to Indemnitee, then the Indemnitor shall be entitled to control
        the
        conduct of such defense, and any decision to settle such Third-Party Claim,
        and
        shall be responsible for any expenses of the Indemnitee in connection with
        the
        defense of such Third-Party Claim so long as the Indemnitor continues such
        defense until the final resolution of such Third-Party Claim. The Indemnitor
        shall be responsible for paying all settlements made or judgments entered
        with
        respect to any Third-Party Claim the defense of which has been assumed by
        the
        Indemnitor. Except as provided on subsection (b) below, both the Indemnitor
        and
        the Indemnitee must approve any settlement of a Third-Party Claim. A failure
        by
        the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor
        from
        any indemnification liability except only to the extent that the Indemnitor
        is
        materially and adversely prejudiced by such failure.

       

      
        
          
          

        

        
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      (ii) If
        the
        Indemnitor shall not agree to assume the defense of any Third-Party Claim
        in
        writing within 20 days after the Claim Notice of such Third-Party Claim has
        been
        delivered, or shall fail to continue such defense until the final resolution
        of
        such Third-Party Claim, then the Indemnitee may defend against such Third-Party
        Claim in such manner as it may deem appropriate and the Indemnitee may settle
        such Third-Party Claim, in its sole discretion, on such terms as it may deem
        appropriate. The Indemnitor shall promptly reimburse the Indemnitee for the
        amount of all settlement payments and expenses, legal and otherwise, incurred
        by
        the Indemnitee in connection with the defense or settlement of such Third-Party
        Claim. If no settlement of such Third-Party Claim is made, then the Indemnitor
        shall satisfy any judgment rendered with respect to such Third-Party Claim
        before the Indemnitee is required to do so, and pay all expenses, legal or
        otherwise, incurred by the Indemnitee in the defense against such Third-Party
        Claim.

       

      (c) Non-Third-Party
        Claims. 
         Upon discovery of any claim for which Buyers have an indemnification
        obligation under the terms of this Section 5 which does not involve a claim
        by a
        third party against the Indemnitee, the Indemnitee shall give prompt notice
        to
        Buyers of such claim and, in any case, shall give Buyers such notice within
        30
        days of such discovery. A failure by Indemnitee to timely give the foregoing
        notice to Buyers shall not excuse Buyers from any indemnification liability
        except to the extent that Buyers are materially and adversely prejudiced
        by such
        failure.

       

      (d) Release. 
         Buyers, on behalf of themselves and their Related Parties, hereby release
        and forever discharge Seller and its individual, joint or mutual, past and
        present representatives, Affiliates, officers, directors, employees, agents,
        attorneys, stockholders, controlling persons, subsidiaries, successors and
        assigns (individually, a “Releasee”
and
        collectively, “Releasees”)
        from
        any and all claims, demands, proceedings, causes of action, orders, obligations,
        contracts, agreements, debts and liabilities whatsoever, whether known or
        unknown, suspected or unsuspected, both at law and in equity, which Buyers
        or
        any of their Related Parties now have or have ever had against Releasees.
        Buyers
        hereby irrevocably covenant to refrain from, directly or indirectly, asserting
        any claim or demand, or commencing, instituting or causing to be commenced,
        any
        proceeding of any kind against any Releasee, based upon any matter released
        hereby. “Related
        Parties”
shall
        mean, with respect to Buyers, (i) any Person that directly or indirectly
        controls, is directly or indirectly controlled by, or is directly or indirectly
        under common control with Buyers, (ii) any Person in which Buyers hold a
        Material Interest or (iii) any Person with respect to which any Buyer serves
        as
        a general partner or a trustee (or in a similar capacity). For purposes of
        this
        definition, “Material
        Interest”
shall
        mean direct or indirect beneficial ownership (as defined in Rule 13d-3 under
        the
        Securities Exchange Act of 1934, as amended) of voting securities or other
        voting interests representing at least ten percent (10%) of the outstanding
        voting power of a Person or equity securities or other equity interests
        representing at least ten percent (10%) of the outstanding equity securities
        or
        equity interests in a Person.

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

      6. Definitions.
        As used
        in this Agreement:

       

      (a) “Affiliate”
means,
        with respect to any Person, any other Person directly or indirectly controlling,
        controlled by or under common control with the first Person. For the purposes
        of
        this definition, “Control,”
when
        used with respect to any Person, means the possession, directly or indirectly,
        of the power to (i) vote 10% or more of the securities having ordinary voting
        power for the election of directors (or comparable positions) of such Person
        or
        (ii) direct or cause the direction of the management and policies of such
        Person, whether through the ownership of voting securities, by contract or
        otherwise, and the terms “Controlling”
and
        “Controlled”
have
        meanings correlative to the foregoing;

       

      (b) “Governmental
        Authority”
means
        any domestic or foreign governmental or regulatory authority;

       

      (c) “Law”
means
        any federal, state or local statute, law, rule, regulation, ordinance, code,
        Permit, license, policy or rule of common law;

       

      (d) “Lien”
means,
        with respect to any property or asset, any mortgage, lien, pledge, charge,
        security interest, encumbrance or other adverse claim of any kind in respect
        of
        such property or asset. For purposes of this Agreement, a Person will be
        deemed
        to own, subject to a Lien, any property or asset which it has acquired or
        holds
        subject to the interest of a vendor or lessor under any conditional sale
        agreement, capital lease or other title retention agreement relating to such
        property or asset;

       

      (e) “Order”
means
        any judgment, injunction, judicial or administrative order or
        decree;

       

      (f) “Permit”
means
        any government or regulatory license, authorization, permit, franchise, consent
        or approval; and

       

      (h) “Person”
means
        an individual, corporation, partnership, limited liability company, association,
        trust or other entity or organization, including a government or political
        subdivision or an agency or instrumentality thereof.

       

      7. Miscellaneous.

       

      (a) Counterparts.  
        This Agreement may be signed in any number of counterparts, each of which
        will
        be deemed an original but all of which together shall constitute one and
        the
        same instrument.

       

      
        
          
          

        

        
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      (b) Amendments
        and Waivers.
        

       

      (i) Any
        provision of this Agreement may be amended or waived if, but only if, such
        amendment or waiver is in writing and is signed, in the case of an amendment,
        by
        each party to this Agreement, or in the case of a waiver, by the party against
        whom the waiver is to be effective.

       

      (ii) No
        failure or delay by any party in exercising any right, power or privilege
        hereunder will operate as a waiver thereof nor will any single or partial
        exercise thereof preclude any other or further exercise thereof or the exercise
        of any other right, power or privilege. The rights and remedies herein provided
        will be cumulative and not exclusive of any rights or remedies provided by
        Law.

       

      (c) Successors
        and Assigns. 
         The provisions of this Agreement will be binding upon and inure to the
        benefit of the parties hereto and their respective successors and assigns;
        provided
        that no
        party may assign, delegate or otherwise transfer (including by operation
        of Law)
        any of its rights or obligations under this Agreement without the consent
        of
        each other party hereto.

       

      (d) No
        Third Party Beneficiaries.
         This Agreement is for the sole benefit of the parties hereto and their
        permitted successors and assigns and nothing herein expressed or implied
        will
        give or be construed to give to any Person, other than the parties hereto,
        those
        referenced in Section 5 above, and such permitted successors and assigns,
        any
        legal or equitable rights hereunder.

       

      (e) Governing
        Law. 
         This Agreement will be governed by, and construed in accordance with, the
        internal substantive law of the State of Delaware.

       

      (f) Headings. 
         The headings in this Agreement are for convenience of reference only and
        will not control or affect the meaning or construction of any provisions
        hereof.

       

      (g) Entire
        Agreement. 
         This Agreement constitutes the entire agreement among the parties with
        respect to the subject matter of this Agreement. This Agreement supersedes
        all
        prior agreements and understandings, both oral and written, between the parties
        with respect to the subject matter hereof of this Agreement.

       

      (h) Severability. 
         If any provision of this Agreement or the application of any such
        provision to any Person or circumstance is held invalid, illegal or
        unenforceable in any respect by a court of competent jurisdiction, the remainder
        of the provisions of this Agreement (or the application of such provision
        in
        other jurisdictions or to Persons or circumstances other than those to which
        it
        was held invalid, illegal or unenforceable) will in no way be affected, impaired
        or invalidated, and to the extent permitted by applicable Law, any such
        provision will be restricted in applicability or reformed to the minimum
        extent
        required for such provision to be enforceable. This provision will be
        interpreted and enforced to give effect to the original written intent of
        the
        parties prior to the determination of such invalidity or
        unenforceability.

       

      [Signature
        Page Follows]

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      


      [SIGNATURE
        PAGE TO STOCK PURCHASE AGREEMENT]

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
        executed and delivered, effective as of the date first above
        written.

       

      
        	 	 	 
	 	SOUTHRIDGE
                TECHNOLOGY GROUP, INC.
	 
 	 
 	 
	 	By:  	/s/ Daniel Chen
	 	
                
                  

                

                Name:
                  Daniel Chen

                Title: Chief Executive
                  Officer

              


      

       

        	 	 	 
	 	 	/s/
                Joseph M. Garzi
	 	
                
Joseph
                M. Garzi


      

       

      
        	 	 	 
	 	SUNODIA
                PARTNERS LP
	 
 	 
 	 
	 	By:  	Laurel
                Grove Capital, LLC, its General Partner


      

       

      
        	 	 	 
	 	By:  	/s/ Stephen Hicks
	 	
                
                  

                

                Name:
                  Stephen Hicks

                Title: Manager