Stock
Purchase Agreement


 


Dated as of May 9, 2014


 


By and Among


 


GAUTAM MANDEWALKER,


 


as Seller,


 


and 


 


ADEPTPROS, LLC,


 


ADEPTPROS INC,


 


as Purchasers 


  




    	 



    	 



    

 


Stock
Purchase Agreement


 


This Stock Purchase
Agreement (“Agreement”), dated as of April 30, 2014, is entered into by and among Gautam Mandewalker (the “Seller”)
and AdeptPros, LLC and AdeptPros Inc. f/k/a Madison Park Acquisition Corp (each a Purchaser” collectively, the “Purchasers”
and together with the Seller, the “Parties”).


 


Witnesseth:


 


Whereas,
the Seller is a shareholder of AdeptPros IT Solutions Private Limited (“AdeptPros IT” or the “Company”),
who own and/or controls in the aggregate 1,000 shares of common stock, par value $0.001 per share, of the Company in such amount
as listed on Schedule A attached hereto, which represents 10% of the issued and outstanding shares; and


 


Whereas,
the Purchasers desire to acquire all 1,000 shares from the Seller;


 


Now,
Therefore, in consideration of the premises and of the covenants, representations, warranties and agreements herein
contained, the Parties have reached the following agreement with respect to the sale by the Seller of such shares to the Purchasers:


 


Section
1. Construction and Interpretation


 


1.1. Principles of
Construction.


 


(a) All references
to Articles, Sections, subsections and Appendixes are to Articles, Sections, subsections and Appendixes in or to this Agreement
unless otherwise specified. The words “hereof,” “herein” and “hereunder” and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
The term “including” is not limiting and means “including without limitations.”


 


(b) In the computation
of periods of time from a specified date to a later specified date, the word “from” means “from and including;”
the words “to” and “until” each mean “to but excluding;” and the word “through”
means “to and including.”


 


(c) This Agreement
is the result of negotiations among and has been reviewed by each Party’s counsel. Accordingly, this Agreement shall not
be construed against any Party merely because of such Party’s involvement in its preparation.


 


(d) Wherever in this
Agreement the intent so requires, reference to the neuter, masculine or feminine shall be deemed to include each of the other,
and reference to either the singular or the plural shall be deemed to include the other.


 


Section
2. The Transaction


 


2.1. Purchase Price.


 


The Seller hereby
agree to sell to the Purchasers, and the Purchasers, in reliance on the representations and warranties contained herein, and subject
to the terms and conditions of this Agreement, agree to purchase from the Seller 1,000 shares (the “Acquired Shares”),
pro rata pursuant to Schedule B attached hereto, for an aggregate purchase price of One Million (1,000,000) Rupees (the
“Purchase Price”), payable in full to the Seller according to the terms of this Agreement, in United States
currency as directed by the Seller at the closing of the transaction contemplated herein (the “Closing”).


 




    	 



    	 



    

  


2.2. Transfer of Shares
and Terms of Payment.


 


In consideration for
the transfer of the Acquired Shares by the Seller to the Purchasers, the Purchasers shall pay the Purchase Price pro rata in accordance
with the terms of this Agreement. Transfer of the shares and payment thereof shall be in the following manner:


 


		i)	Upon execution
                                         of this Agreement, the Purchaser shall transfer the Purchase Price to the Seller;



 


		ii)	Simultaneously
                                         with the transfer of the Purchase Price, the Seller shall deliver to the Purchasers the
                                         certificates for the Acquired Shares duly endorsed for transfer or with executed stock
                                         powers medallion guaranteed attached to be released and delivered to Purchasers upon
                                         receipt of the Purchase Price.



 


2.3. Closing.


 


Subject to the terms
and conditions of this Agreement, the Closing shall take place by wire transfer and overnight mail on or before May 15, 2014 (the
“Closing Date”).


 


Section
3. Representations and Warranties 


 


3.1. Representations
and Warranties of the Seller and the Company. The Seller and the Company hereby make the following representations and warranties
to the Purchasers:


 


3.1.1           The
Company is a corporation duly organized and validly existing under the laws of India and has all corporate power necessary to
engage in all transactions in which it has been involved, as well as any general business transactions in the future that may
be desired by its directors.


 


3.1.2           The
Company is in good standing.


 


3.1.3           The
Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or
threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other
body thereof.


 


3.1.4           The
Company, to the actual knowledge of Seller, is not in violation of any provision of laws or regulations of federal, state or local
government authorities and agencies.


 


3.1.5           The
Seller are the lawful owners of record of the Acquired Shares, and the Seller presently have, and will have at the Closing Date,
the power to transfer and deliver the Acquired Shares to the Purchasers in accordance with the terms of this Agreement. The delivery
to the Purchasers of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement
will transfer to the Purchasers good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and
claims of any kind.


 




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The representations
and warranties herein by the Seller and the Company shall be true and correct in all material respects on and as of the Closing
Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing
Date.


 


3.2           Representations
and Warranties of the Purchasers. The Purchasers hereby make the following representations and warranties to the Seller:


 


3.2.1           The
Purchasers have the requisite power and authority to enter into and perform this Agreement and to purchase the shares being sold
to it hereunder. The execution, delivery and performance of this Agreement by such Purchasers and the consummation by it of the
transactions contemplated hereby and thereby have been duly authorized by all necessary action, and no further consent or authorization
of such Purchasers are required. This Agreement has been duly authorized, executed and delivered by such Purchasers and constitutes,
or shall constitute when executed and delivered, a valid and binding obligation of such Purchasers enforceable against such Purchasers
in accordance with the terms thereof.


 


Section
4. Miscellaneous 


 


4.1 Expenses.


 


Each of the Parties
shall bear his own expenses in connection with the transactions contemplated by this Agreement.


 


4.2 Governing Law.


 


The interpretation
and construction of this Agreement, and all matters relating hereto, shall be governed by the laws of India applicable to agreements
executed and to be wholly performed solely within such state.


 


4.3 Disclosure.


 


The Seller and the
Company agree that they will not make any public comments, statements, or communications with respect to, or otherwise disclose
the execution of this Agreement or the terms and conditions of the transactions contemplated by this Agreement without the prior
written consent of the Purchasers, which consent shall not be unreasonably withheld.


 


4.4 Notices.


 


Any notice or other
communication required or permitted under this Agreement shall be sufficiently given if delivered in person or sent by facsimile
or by overnight registered mail, postage prepaid, addressed as follows:


 




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If to Seller, to:


  


Sigma Technology Park


Gamma Block, 10th
Floor


SH 35, Whitefield,
Bengaluru-560066


INDIA


 


If to the Company:


 


Sigma Technology Park


Gamma Block, 10th
Floor


SH 35, Whitefield,
Bengaluru-560066


INDIA


 


If to the Purchasers, to:


 


14301 N. 87TH
St., Suite 110


Scottsdale, AZ 85260


 


Or such other address
or number as shall be furnished in writing by any such Party, and such notice or communication shall, if properly addressed, be
deemed to have been given as of the date so delivered or sent by facsimile.


 


4.5 Parties in Interest.


 


This Agreement may
not be transferred, assigned or pledged by any Party hereto, other than by operation of law. This Agreement shall be binding upon
and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, successors and permitted
assigns.


 


4.6 Entire Agreement.


 


This Agreement and
the other documents referred to herein contain the entire understanding of the Parties hereto with respect to the subject matter
contained herein. This Agreement shall supersede all prior agreements and understandings between the Parties with respect to the
transactions contemplated herein.


 


4.7 Amendments.


 


This Agreement may
not be amended or modified orally, but only by an agreement in writing signed by the Parties.


 


4.8 Severability.


 


In case any provision
in this Agreement shall be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions hereof will not in any way be affected or impaired thereby.


 




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4.9 Counterparts.


 


This Agreement may
be executed in any number of counterparts, including counterparts transmitted by telecopier, PDF or facsimile transmission, any
one of which shall constitute an original of this Agreement. When counterparts of copies have been executed by all parties, they
shall have the same effect as if the signatures to each counterpart or copy were upon the same document and copies of such documents
shall be deemed valid as originals. The Parties agree that all such signatures may be transferred to a single document upon the
request of any Party.


  


[-signature page follows-]


 






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In
Witness Whereof, each of the Parties hereto has caused its/his name to be hereunto subscribed as of the day and year
first above written.


  


	 	Seller:
	 	 	 
	 	By:	/s/ 
	 	Name: Gautam Mandewalker
	 	 	 
	 	Purchasers:
	 	 	 
	 	ADEPTPROS, LLC
	 	 	 
	 	By:	/s/ 
	 	Name:
	 	Title:
	 	 	 
	 	ADEPTPROS INC. F/K/A MADISON PARK ACQUISITION
    CORP.
	 	 	 
	 	By:	/s/ 
	 	Name:
	 	Title:


 


[-Stock Purchase
Agreement Signature-]


 




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Schedule A


Seller


 


	Seller Name	 	Share Amount	 
	Gautam Mandewalker	 	 	1,000	 



 


Schedule B


Purchasers


 


	Purchaser Name	 	Share Amount	 
	AdeptPros, LLC	 	 	10	 
	AdeptPros Inc.	 	 	990	 



 






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