Stock
Purchase Agreement


 


Dated as of
May 09, 2014


 


By and Among


 


PUNNAIAH
CHOUDARY KALLURI,


 


as Seller,


 


and 


 


ADEPTPROS,
LLC,


 





ADEPTPROS INC,




 


as Purchasers



 




    	 



    	 



    

 


Stock
Purchase Agreement


 





This Stock Purchase
Agreement (“Agreement”), dated as of May 9, 2014, is entered into by and among Punnaiah Choudary Kalluri (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 6,000 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 60% of the issued and outstanding shares; and







 


Whereas,
the Purchasers desire to acquire all 6,000 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 6,000 shares (the “Acquired
Shares”), pro rata pursuant to Schedule B attached hereto, for an aggregate purchase price of Ten Million (6,000,000)
Rupees (the “Purchase Price”), payable to the Seller according to the following terms at the closing of the
transaction contemplated herein (the “Closing”). 


 




    	 



    	 



    

 


:


900,000
Indian Rupees down payment at the Closing


5,100,000
Indian Rupees 60 days after 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 down payment to the Seller;



 


		ii)	Simultaneously
                                         with the transfer of the down payment, 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: Punnaiah
    Choudary Kalluri
	 	 	 
	 	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	 
	Punnaiah Choudary Kalluri	 	 	6,000	 



  


Schedule
B


Purchasers


 


	Purchaser Name	 	Share Amount	 
	AdeptPros, LLC	 	 	60	 
	Madison Park Acquisition Corp.	 	 	5,940	 



 


 








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