Exhibit
10.1


 





 


Stock
Purchase Agreement – Quartal Financial Solutions AG / GEP Equity Holdings Limited


 


This
Stock Purchase Agreement (“Agreement”) is entered as of December 4, 2019, by and between:


 


	 	1.	GEP
    Equity Holdings Limited is a Seychelles Limited Company that has its principal place of business located at 34 St.
    Augustine ́s Gate, Hedon HU12 8EX, United Kingdom (herein referred to as the “Seller”); and
	 	 	 
	 	2.	Quartal
    Financial Solutions AG is a Suisse corporation that has its principal place of business located at Herostrasse
    9, 8048 Zurich, Switzerland (herein referred to as the “Purchaser”).


 


The
Purchaser and Seller may collectively be referred to herein as the “Parties”.


 


WHEREAS,
GEP Equity Holdings Limited is fully owned subsidiary of Argentum 47, Inc.; and


 


WHEREAS,
Quartal Financial Solutions AG is a fully owned subsidiary of Quartal Financial Solutions Inc.; and


 


WHEREAS,
GEP Equity Holdings Limited is the beneficial owner of Two Hundred and Twenty-Seven Thousand, One Hundred (227,100) common
shares of Quartal Financial Solutions Inc.; and


 


WHEREAS,
these 227,100 common shares are represented by share certificate 1021 and were legally issued to GEP Equity Holdings Limited on
October 3, 2016; and


 


WHEREAS,
Quartal Financial Solutions AG desires to purchase these common shares from GEP Equity Holdings Limited; and


 


WHEREAS,
GEP Equity Holdings Limited desires to sell such common shares to Quartal Financial Solutions AG.; and


 


WHEREAS,
the Parties desire to enter into this Agreement pursuant to which Purchaser will purchase from Seller 227,100 common shares
of Quartal Financial Solutions Inc.


 


NOW,
THEREFORE, in consideration for the promises set forth in this Agreement, the Parties agree as follows:


 


	 	1.	PURCHASE
    AND SALE.


 


Subject
to the terms and conditions set forth in this Agreement, Purchaser hereby agrees to purchase from Seller, and Seller hereby agrees
to sell, transfer and convey to the Purchaser, Two Hundred and Twenty-Seven Thousand, One Hundred (227,100) shares of Common stock
of Quartal Financial Solutions Inc. (the “Stock”).


 


	 	2.	PURCHASE
    PRICE.


 


The
purchase price for the 227,100 common shares shall be a total of One Hundred and Seventy Thousand, Three Hundred and Twenty-Five
Swiss Francs (170,325 CHF) equivalent to approximately U.S.$170,160 (One Hundred and Seventy Thousand, One Hundred and Sixty U.S.
Dollars) at the date of this agreement.


 




    	 		 



    	 



    

 


	 	3.	PAYMENT.


 


The
Parties agree that the purchase consideration for the Stock, One Hundred and Seventy Thousand, Three Hundred and Twenty-Five Swiss
Francs (170,325 CHF), will be wired directly to Mr. David E. Wise, Attorney at Law IOLTA Account with Bank of America. David E.
Wise, Esq. has agreed to serve as the “Escrow Agent” for this transaction, which must be consummated on or before
December 16, 2019.


 


	 	4.	DEFAULT.


 


If
the Purchaser fails to wire the purchase consideration to the Escrow Agent on or before December 16, 2019, the Seller will not
be obligated to transfer the share certificate, object of this sale and purchase transaction, to the Purchaser and this Agreement
will be deemed null and void.


 


	 	5.	CLOSING


 


The
effective date of this Agreement will be the date that both Parties have executed the Agreement and have subsequently emailed
a scanned copy to the other Party and to the Escrow Agent.


 


Upon
confirmation that the purchase consideration has been fully received by the Escrow Agent, the Seller shall inform the Purchaser
of such receipt of funds and the share certificate representing the Stock shall be duly endorsed by the Seller and sent (via private
courier), within 3 working days, to the Transfer Agent (Clear Trust LLC based in Tampa Florida - USA) for processing and subsequent
transfer to the Purchaser. The Purchaser has requested that the shares are transferred to Quartal Financial Solutions AG in “Book-Entry”
form. This Quartal Financial Solutions Inc. share certificate will be accompanied by an appropriate stock transfer form that will
be duly signed by a director that represents the Seller. A fully executed copy of this Agreement will also form part of the accompanying
documents sent to the Transfer Agent.


 


	 	6.	REPRESENTATIONS
    AND WARRANTIES OF SELLER AND PURCHASER.


 


The
Seller hereby warrants and represents that:


 


	 	a)	Restrictions
    on Stock. The Seller is not a party to any agreements that create rights or obligations in the Stock relating to any third-party
    including voting or stockholder agreements. The Seller is the lawful owner of the Stock, free and clear of any encumbrances,
    security interests or liens of any kind and has full power and authority to sell and transfer the Stock as contemplated in
    this Agreement.
	 	 	 
	 	b)	Organization
    and Standing. To the Seller’s knowledge, the Company is duly organized, validly existing and in good standing under
    the laws of the Republic of Seychelles and has full power and authority to own and operate its property and assets and to
    carry on its business as presently conducted.


 


The
Purchaser hereby warrants and represents that:


 


	 	a)	Organization
    and Standing. To the Purchaser’s knowledge, the Company is duly organized, validly existing and in good standing
    under the Laws of Switzerland and has full power and authority to own and operate its property and assets and to carry on
    its business as presently conducted.


 


	 	7.	SEVERABILITY.


 


If
any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue
in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction,
and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.


 




    	 		 



    	 



    

 


	 	8.	BINDING
    EFFECT.


 


The
covenants and conditions contained in this Agreement shall apply to and bind the parties and the heirs, legal representatives,
successors and permitted assigns of the Parties.


 


	 	9.	BROKER’S
    FEES.


 


The
Parties represent that there has been no act in connection with the transactions contemplated in this Agreement that would give
rise to a valid claim against either party for a broker’s fee, finder’s fee or any other similar payment.


 


	 	10.	ENTIRE
    AGREEMENT.


 


This
Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any
kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether
oral or written, relating to the subject matter of this Agreement. This Agreement may be modified in writing and must be signed
by both the Seller and Purchaser.


 


	 	11.	GOVERNING
    LAW.


 


This
Agreement shall be governed by and construed in accordance with the Laws of England and Wales.


 


	 	12.	NOTICE.


 


Any
notice required or otherwise given pursuant to this Agreement shall be in writing via email:


 


	 	a)	If
    to Purchaser:
	 	 	Quartal
    Financial Solutions AG
	 	 	Mr.
    Thierry Zuppinger – Director / CEO
	 	 	Email:
    thierry.zuppinger@quartalfs.com


 


	 	b)	If
    to Seller:
	 	 	GEP
    Equity Holdings Limited
	 	 	Mr.
    Enzo Taddei - Director
	 	 	Email:
    enzo@arg47.com


 


	 	c)	If
    to the Escrow Agent:
	 	 	Mr.
    David E. Wise, Esq.
	 	 	Email:
    wiselaw@verizon.net


 


	 	13.	WAIVER.


 


The
failure of either party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that party’s
right to subsequently enforce and compel strict compliance with every provision of this Agreement.


 




    	 		 



    	 



    

 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.


 


	PURCHASER:	 	SELLER:
	 	 	 
	Quartal
    Financial Solutions AG	 	GEP
    Equity Holdings Limited
	 	 	 
	/s/
    Thierry Zuppinger	 	/s/
    Enzo Taddei
	Mr.
    Thierry Zuppinger	 	Mr.
    Enzo Taddei
	CEO	 	Director


 


PURCHASER:


 


Quartal
Financial Solutions AG


 


	/s/
    Ralph Mogicato	 	 
	Mr.
    Ralph Mogicato	 	 
	Chairman