ex-10_2.htm


    STOCK
      PURCHASE AGREEMENT

     

    
      


    

    THIS
      STOCK PURCHASE AGREEMENT is entered into as of November 13, 2007 (the
“Agreement”), by and between AFH Holding II, Inc., a Delaware
      corporation (the “Company”) and AFH Holding and Advisory, LLC, a Nevada
      limited liability company (the “Buyer”).  Each party to this Agreement
      is referred to herein as a “Party,” and they are all referred to collectively as
“Parties.”

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      the Company desires to sell and the Buyer desires to purchase from the Company,
      upon the terms and conditions set forth herein, 1,500,000 shares (the “Shares”)
      of the Company’s common stock, $0.001 par value per share (the “Common Stock”),
      which shall constitute 100% of the total outstanding shares of the Common Stock
      of the Company on a fully-diluted basis immediately prior to the Closing (as
      defined below).

     

    NOW,
      THEREFORE, in consideration of the premises and of the mutual representations,
      warranties and agreements set forth herein, the Parties hereto agree as
      follows:

     

     

    ARTICLE
      I

     

    SALE
      AND
      PURCHASE OF SHARES

     

    1.1           Incorporation
      of Recitals.  The provisions and recitals set forth above are
      hereby referred to and incorporated herein and made a part of this Agreement
      by
      reference.

     

    1.2           Sale
      and Purchase of Shares.  Subject to the terms and conditions of
      this Agreement, at the Closing, the Company hereby agrees to sell to Buyer
      and
      Buyer agrees to purchase from the Company the Shares for an aggregate purchase
      price of $12,500 (the “Purchase Price”).  On the Closing Date (as
      defined below), the Purchase Price shall be delivered to the
      Company.

     

    1.3           Closing.  Subject
      to the terms and conditions of this Agreement, the closing of the transactions
      contemplated by this Agreement (the “Closing”) shall take place on November 13,
      2007 (the “Closing Date”).  On the Closing Date, the Company shall
      deliver to the Buyer: (a) stock certificate evidencing the Shares in
      negotiable form, duly endorsed in blank, or with stock transfer powers attached
      thereto (the “Share Certificate”).  On the Closing Date, the Buyer
      shall deliver to the Company the Purchase Price for the purchase of
      the Shares.

     

    ARTICLE
      II

     

    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

     

    Except
      as
      set forth under the corresponding section of the disclosure schedules (the
      “Disclosure Schedules”) attached hereto as Exhibit A, which Disclosure
      Schedules shall be deemed a part hereof, the Company hereby represents and
      warrants to Buyer that now and as of the Closing:

     

    2.1           Due
      Organization and Qualification; Subsidiaries; Due
      Authorization.

     

    (a)           The
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of its jurisdiction of formation, with full corporate
      power and authority to own, lease and operate its business and properties and
      to
      carry on its business in the places and in the manner as presently
      conducted.  The Company is duly qualified and in good standing as a
      foreign corporation in each jurisdiction in which the properties owned, leased
      or operated, or the business conducted, by it requires such qualification except
      for any failure to qualify, which when taken together with all other failures
      to
      qualify, is not likely to have a material adverse effect on the business of
      the
      Company.

     

    (b)           The
      Company does not have, and has never had, any subsidiaries and does not own,
      directly or indirectly, any capital stock, equity or interest in any
      corporation, firm, partnership, joint venture or other entity.

     

    (c)           The
      Company is the record and beneficial owner of its respective Shares and has
      sole
      power and authority over the disposition of its respective
      Shares.  The Shares are free and clear of any liens, claims,
      encumbrances, and charges.  The Shares have not been sold, conveyed,
      encumbered, hypothecated or otherwise transferred by Company except pursuant
      to
      this Agreement.  The Company has the legal right to enter into and to
      consummate the transactions contemplated hereby and otherwise to carry out
      its
      obligations hereunder.  This Agreement constitutes the valid and
      binding obligation of the Company.  The execution, delivery and
      performance by the Company of this Agreement does not violate any contractual
      restriction contained in any agreement which binds or affects or purports to
      bind or affect the Company.  The Company is not a party to any
      agreement, written or oral, creating rights in respect of any of such Shares
      in
      any third party or relating to the voting of its Common Stock.  The
      Company is not a party to any outstanding or authorized options, warrants,
      rights, calls, commitments, conversion rights, rights of exchange or other
      agreements of any character, contingent or otherwise, providing for the
      purchase, issuance or sale of any of the Shares, and there are no restrictions
      of any kind on the transfer of any of the Shares other than (a) restrictions
      on
      transfer imposed by the Securities Act of 1933, as amended (the “Securities
      Act”) and (b) restrictions on transfer imposed by applicable state securities or
      “blue sky” laws.  Those creditors listed in the Disclosure Schedules
      are the only individuals or entities with any claims against the
      Company.  Other than as set forth on the Disclosure Schedules, the
      Company does not have any obligations or liabilities of any nature (matured
      or
      unmatured, fixed or contingent).

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.2           No
      Conflicts or Defaults.  The execution and delivery of this
      Agreement by the Company and the consummation of the transactions contemplated
      hereby do not and shall not (a) contravene the Certificate of Incorporation
      or
      By-laws of the Company or (b) with or without the giving of notice or the
      passage of time  (i) violate, conflict with, or result in a breach of,
      or a default or loss of rights under, any material covenant, agreement,
      mortgage, indenture, lease, instrument, commitment, arrangement, permit or
      license to which the Company is a party or by which the Company is bound (each
      a
“Contract”), or any judgment, order or decree, or any federal, state or other
      statute, law, ordinance, rule or regulation to which the Company is subject,
      (ii) result in the creation of, or give any party the right to create, any
      mortgage, security interest, lien, charge, easement, lease, sublease, covenant,
      option, claim, restriction or encumbrance or any other right or adverse interest
      (“Liens”) upon any of the properties or assets of the Company, (iii) terminate
      or give any party the right to terminate, amend, abandon or refuse to perform,
      any Contract to which the Company is a party or by which the Company’s assets
      are bound, or (iv) accelerate or modify, or give any party the right to
      accelerate or modify, the time within which, or the terms under which, the
      Company is to perform any duties or obligations or receive any rights or
      benefits under any material agreement, arrangement or commitment to which it
      is
      a party.

     

    2.3           Capitalization.  On
      the Closing Date, the authorized capital stock of the Company consists of
      100,000,000 shares of Common Stock, par value $0.001 per share, of which, as
      of
      the date hereof, 5,000,000 are issued and none are outstanding (the “Company
      Shares”), and 20,000,000 shares of preferred stock, par value $0.001 per share
      (the “Preferred Stock”), of which none have been designated or
      issued.  All of the Company Shares are duly authorized, validly
      issued, fully paid and nonassessable, and have not been issued in violation
      of
      any purchase option, call option, right of first refusal, preemptive right,
      subscription right, or any similar right of stockholders.  The Company
      Shares are not, and the Shares are not and will not be as of the Closing,
      subject to any preemptive or subscription right.  There is no
      outstanding voting trust agreement or other Contract, agreement, arrangement,
      option, warrant, call, commitment or other right of any character obligating
      or
      entitling the Company to issue, sell, redeem or repurchase any of its
      securities, and there is no outstanding security of any kind convertible into
      or
      exchangeable for the Common Stock of the Company, nor has the Company, or any
      of
      its agents orally agreed to issue any of the foregoing.  There are no
      declared or accrued unpaid dividends with respect to any shares of the Company’s
      Common Stock or Preferred Stock.  There are no agreements, written or
      oral, between the Company and any of its stockholders or among any stockholders
      relating to the acquisition (including without limitation rights of first
      refusal or preemptive rights), or disposition, or registration under the
      Securities Act or voting of the capital stock of the Company. There are no
      outstanding shares of Common Stock and Preferred Stock that are subject to
      vesting. The Company has no capital stock other than the Common Stock and
      Preferred Stock authorized, issued or outstanding.

     

    2.4           Acknowledgement
      Regarding Buyer’s Purchase of Securities.  The Company
      acknowledges and agrees that Buyer is acting solely in the capacity of an arm’s
      length purchaser with respect to this Agreement and the transactions
      contemplated hereby and that Buyer is not (i) an officer or director of the
      Company, (ii) an affiliate of the Company or (iii) to the knowledge of the
      Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as
      defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934,
      as
      amended (“Exchange Act”).  The Company further acknowledges that Buyer
      is not acting as a financial advisor or fiduciary of the Company (or in any
      similar capacity) with respect to this Agreement and the transactions
      contemplated hereby, and any advice given by Buyer or any of its representatives
      or agents in connection with this Agreement and the transactions contemplated
      hereby is merely incidental to Buyer’s purchase of the Shares.  The
      Company further represents to Buyer that the Company’s decision to enter into
      this Agreement has been based solely on the independent evaluation by the
      Company and its representatives.

     

    2.5           No
      General Solicitation; Placement Agent’s Fees.  Neither the
      Company, nor any of its affiliates, nor any person acting on its or their
      behalf, has engaged in any form of general solicitation or general advertising
      (within the meaning of Regulation D) in connection with the offer or sale of
      the
      Shares.  The Company shall be responsible for the payment of any
      placement agent’s fees, financial advisory fees, or brokers’ commissions (other
      than for persons engaged by the Buyer or its investment advisor) relating to
      or
      arising out of the transactions contemplated hereby.  The Company
      shall pay, and hold Buyer harmless against, any liability, loss or expense
      (including, without limitation, attorney’s fees and out-of-pocket expenses)
      arising in connection with any such claim.  The Company has not
      engaged any placement agent or other agents in connection with the sale of
      the
      Shares.

     

    2.6           Private
      Placement; No Integrated Offering.  Subject to the accuracy of the
      Buyer’s representations and warranties in Article III of this Agreement, the
      offer and sale by the Company of the Shares in conformity with the terms of
      this
      Agreement constitute transactions that are exempt from registration under the
      1933 Act.  None of the Company, its affiliates and any person acting
      on its behalf has, directly or indirectly, made any offers or sales of any
      security or solicited any offers to buy any security, under circumstances that
      would require registration of any of the Shares under the 1933 Act or cause
      this
      offering of the Shares to be integrated with prior offerings by the Company
      for
      purposes of the 1933 Act or any applicable stockholder approval provisions,
      including, without limitation, under the rules and regulations of any exchange
      or automated quotation system on which any of the securities of the Company
      are
      listed or designated.  None of the Company, its affiliates and any
      person acting on its behalf will take any action or steps referred to in the
      preceding sentence that would require registration of any of the Shares under
      the 1933 Act or cause the offering of the Shares to be integrated with other
      offerings.

     

    2.7           Financial
      Statements.

     

    (a)           SEC
      Documents. The Company hereby makes reference to the following documents
      filed with the United States Securities and Exchange Commission (the


    “SEC”),
      as posted on the SEC’s website, www.sec.gov:  (collectively, the “SEC
      Documents”): (i) General Form for Registration of Securities of Small Business
      Issuers on Form 10-SB as filed on June 13, 2007 and (ii) Quarterly Report on
      Form 10-QSB for the quarter ended June 30, 2007 as filed on October 10,
      2007.  The SEC Documents constitute all of the documents and reports
      that the Company was required to file with the SEC pursuant to the Securities
      Act, and the Exchange Act, and the rules and regulations promulgated thereunder
      by the SEC.  The financial statements included in the SEC Documents
      include copies of the balance sheets of the Company at April 30, 2007, and
      the
      related statements of operations and stockholders’ cash flows for the period
      from inception, April 16, 2007, through April 30, 2007, including the notes
      thereto, as audited by Rotenberg & Co., LLP, certified, independent
      accountants, and copies of the unaudited balance sheets of the Company at June
      30, 2007, and the related unaudited statements of operations and stockholders’
cash flows for the period from inception, April 16, 2007, through June 30,
      2007,
      including the notes thereto (all such statements being referred to collectively
      as the “Company Existing Financial Statements”).  All the Company
      Existing Financial Statements, together with the notes thereto, have been
      prepared in accordance with U.S. generally accepted accounting principles
      applied on a basis consistent throughout all periods presented.  These
      Company Existing Financial Statements present fairly the financial position
      of
      the Company as of the dates and for the periods indicated.  The books
      of account and other financial records of the Company have been maintained
      in
      accordance with U.S. GAAP.      

     

    (b)           Since
      the date of the latest Company Existing Financial Statements (the “Most Recent
      Date”), there has been no material adverse change in the condition,


    financial
      or otherwise, net worth, prospects or results of operations of the
      Company.  Without limiting the foregoing, since the Most Recent
      Date:

     

    (i)           the
      Company has not sold, leased, transferred or assigned any of its assets,
      tangible or intangible, other than in the ordinary course of
      business;

     

    (ii)           the
      Company has not entered into any agreement, Contract, commitment, lease or
      license (or series of related agreements, Contracts, commitments, 

    leases
      and licenses);

     

    (iii)          no
      party (including the Company) has accelerated, terminated, modified or canceled
      any agreement, Contract, lease or license (or series of related 

    agreements,
      Contracts, leases and licenses) to which the Company is a party or by which
      the
      Company or its assets are bound;

     

    (iv)          the
      Company has not made any capital expenditure (or series of related capital
      expenditures) of whatever nature;

     

    (v)           the
      Company has not made any capital investments in, any loans to, or any
      acquisitions of the securities or assets of any other person (or a series of
      

    related
      capital investments, loans and acquisitions);

     

    (vi)          declared
      or paid any dividends or made any other distribution to its stockholders whether
      or not upon or in respect of any shares of its capital stock;

     

    (vii)         redeemed
      or otherwise acquired any shares of its capital stock (except upon the exercise
      of outstanding options) or any option, warrant or right relating 

    thereto,
      except for the 5,000,000 shares of Common Stock redeemed by the Company on
      November 13, 2007;

     

    (viii)         the
      Company has not issued any notes, bonds or other debt securities, or created,
      incurred, assumed or guaranteed any liabilities, obligations or 

    indebtedness
      for borrowed money or capitalized lease obligation;

     

    (ix)           the
      Company has not canceled, compromised, waived or released any right or claim
      (or
      series of related rights and claims) or material indebtedness;

     

    (x)           
      the Company has not made any loans to, or entered into any other transactions
      with, any of its directors, officers, or employees; and

     

    (xi)           the
      Company has not committed to do any of the foregoing.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.8           Further
      Financial Matters.  The Company does not have any (a) assets of
      any kind or (b) liabilities or obligations, whether secured or unsecured,
      accrued, determined, absolute or contingent, asserted or unasserted or
      otherwise, which are required to be reflected or reserved in a balance sheet
      or
      the notes thereto under generally accepted accounting principles, and which
      are
      not reflected in the Company Existing Financial Statements.

     

    2.9           Taxes.  The
      Company has filed all United States federal, state, county, local and foreign,
      national, provincial and local returns and reports which were required to be
      filed on or prior to the Closing Date hereof in respect of all income,
      withholding, franchise, payroll, excise, property, sales, use, value-added
      or
      other taxes or levies, imposts, duties, license and registration fees, charges,
      assessments or withholdings of any nature whatsoever (together, “Taxes”), and
      has paid all Taxes (and any related penalties, fines and interest) which have
      become due pursuant to such returns or reports or pursuant to any assessment
      which has become payable, or, to the extent its liability for any Taxes (and
      any
      related penalties, fines and interest) has not been fully discharged, the same
      have been properly reflected as a liability on the books and records of the
      Company and adequate reserves therefor have been established.  All
      such returns and reports filed on or prior to the date hereof have been properly
      prepared and are true, correct (and to the extent such returns reflect judgments
      made by the Company, as the case may be, such judgments were reasonable under
      the circumstances) and complete in all material respects.  The amount
      shown on the Company’s most recent balance sheet in the Company Existing
      Financial Statements as provision for taxes is sufficient in all material
      respects to pay all accrued and unpaid federal, state, local and foreign taxes
      for the period then ended and all prior periods.  No tax return or tax
      return liability of the Company has been audited or, is presently under
      audit.  The Company has not given or been requested to give waivers of
      any statute of limitations relating to the payment of any Taxes (or any related
      penalties, fines and interest).  There are no claims pending or, to
      the knowledge of the Company, threatened, against the Company for past due
      Taxes.  All payments for withholding taxes, unemployment insurance and
      other amounts required to be paid for periods prior to the date hereof to any
      governmental authority in respect of employment obligations of the Company,
      including, without limitation, amounts payable pursuant to the Federal Insurance
      Contributions Act, have been paid or shall be paid prior to the Closing and
      have
      been duly provided for on the books and records of the Company and in the
      Company Existing Financial Statements.  All such amounts and penalties
      are set forth in the Company’s most recent balance sheet in the Company Existing
      Financial Statements.

     

    2.10           Indebtedness;
      Contracts; No Defaults; Liabilities.

     

    (a)           The
      Company has no instruments, agreements, indentures, mortgages, guarantees,
      notes, commitments, accommodations, letters of credit or other arrangements
      

    or
      understandings, whether written or oral, to which the Company is a
      party.

     

    (b)           Neither
      the Company, nor, to the Company’s knowledge, any other person or entity, is in
      breach of, or in default under any Contract, agreement, arrangement,


    commitment
      or plan to which the Company is a party, and no event or action has occurred,
      is
      pending or is threatened, which, after the giving of notice, passage of time
      or
      otherwise, would constitute or result in such a breach or default by the Company
      or, to the knowledge of the Company, any other person or entity.  The
      Company has not received any notice of default under any Contract, agreement,
      arrangement, commitment or plan to which it is a party, which default has not
      been cured to the satisfaction of, or duly waived by, the party claiming such
      default on or before the date hereof.

     

    (c)           Other
      than the Company Liabilities set forth on Schedule A, which shall be paid
      off immediately upon the closing, the Company has no liabilities.

    


    2.11           Real
      Property.  The Company does not own or lease any real
      property.

     

    
      


    

    2.12           Compliance.

     

    
       

      (a)           The
        Company is not conducting its respective business or affairs in violation
        of any
        applicable federal, state or local law, ordinance, rule, regulation, court
        or


      administrative
        order, decree or process, or any requirement of insurance
        carriers.  The Company has not received any notice of violation or
        claimed violation of any such law, ordinance, rule, regulation, order, decree,
        process or requirement.

    

    


    
       

      (b)           The
        Company is in compliance with all applicable federal, state, local and foreign
        laws, rules and regulations.  There are no claims, notices, actions,
        suits, 

      hearings,
        investigations, inquiries or proceedings pending or, to the knowledge of
        the
        Company, threatened against the Company, and there are no past or present
        conditions that the Company has reason to believe are likely to give rise
        to any
        liability or other obligations of the Company under any
        circumstances.

    

    


    
      


    

    2.13           Permits
      and Licenses.  The Company has all certificates of occupancy,
      rights, permits, certificates, licenses, franchises, approvals and other
      authorizations as are reasonably necessary to conduct its business and to own,
      lease, use, operate and occupy its assets, at the places and in the manner
      now
      conducted and operated.  The Company has not received any written or
      oral notice or claim pertaining to the failure to obtain any material permit,
      certificate, license, approval or other authorization required by any federal,
      state or local agency or other regulatory body, the failure of which to obtain
      would materially and adversely affect its business.

     

    
      


    

    2.14           Litigation.

     

    (a)           There
      is no claim, dispute, action, suit, inquiry, proceeding or investigation pending
      or, to the knowledge of the Company, threatened, against or affecting the


    business
      of the Company, or challenging the validity or propriety of the transactions
      contemplated by this Agreement, at law or in equity or admiralty or before
      any
      federal, state, local, foreign or other governmental authority, board, agency,
      commission or instrumentality, nor has any such claim, dispute, action, suit,
      proceeding or investigation been pending or threatened during the 12 month
      period preceding the date hereof;

     

    (b)           There
      is no outstanding judgment, order, writ, ruling, injunction, stipulation or
      decree of any court, arbitrator or federal, state, local, foreign or other
      

    governmental
      authority, board, agency, commission or instrumentality, against or affecting
      the business of the Company; and

     

    (c)           The
      Company has not received any written or verbal inquiry from any federal, state,
      local, foreign or other governmental authority, board, agency, commission


    or
      instrumentality concerning the possible violation of any law, rule or regulation
      or any matter disclosed in respect of its business.

     

    2.15           Insurance.  The
      Company does not currently maintain any form of insurance.

     

    
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    2.16           Articles
      of Incorporation and By-laws; Minute Books.  Copies of the
      Company’s Certificate of Incorporation and its By-laws have been provided
      to the Buyer.  Such copies of the Certificate of Incorporation and
      By-laws (or similar governing documents) of the Company, and all amendments
      to
      each as provided are true, correct and complete.  The minute books of
      the Company as forwarded to the Buyer contain true, correct and complete records
      of all meetings and consents in lieu of meetings of its Board of Directors
      (and
      any committees thereof), or similar governing bodies, since the time of its
      organization.  The stock books of the Company as forwarded to the
      Buyer are true, correct and complete.

     

    2.17           Employee
      Benefit Plans.  The Company does not maintain, nor has the Company
      maintained in the past, any employee benefit plans (“as defined in Section 3(3)
      of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)),
      or any plans, programs, policies, practices, arrangements or contracts (whether
      group or individual) providing for payments, benefits or reimbursements to
      employees, officers or consultants of the Company, former employees, officers
      or
      consultants of the Company, their beneficiaries and dependents under which
      such
      employees, officers or consultants, former employees, officers or consultants,
      their beneficiaries and dependents are covered through an employment
      relationship with the Company, any entity required to be aggregated in a
      controlled group or affiliated service group with the Company for purposes
      of
      ERISA or the Internal Revenue Code of 1986 (the “Code”) (including,
      without limitation, under Section 414(b), (c), (m) or (o) of the Code or
      Section 4001 of ERISA, at any relevant time (“Benefit Plans”).

     

    2.18           Patents;
      Trademarks and Intellectual Property Rights.  The Company does not
      own or possess any patents, trademarks, service marks, trade names, copyrights,
      trade secrets, licenses, information, Internet web site(s) or proprietary rights
      of any nature.  The business conducted by the Company has not and will
      not cause the Company to infringe or violate any of the patents, trademarks,
      service marks, trade names, copyrights, mask-works, licenses, trade secrets,
      processes, data, know-how or other intellectual property rights of any other
      person.

     

    2.19           Brokers.  The
      Company has not agreed to or incurred any obligation or other liability that
      could be claimed against the Company or Buyer or any other person for any
      finder’s fee, brokerage commission or similar payment.

     

    2.20           Affiliate
      Transactions.  No officer, director, employee or other affiliate
      of the Company (or any of the relatives or affiliates of any of the
      aforementioned persons) is a party to any agreement, Contract, commitment or
      transaction with the Company or affecting the business of the Company, or has
      any interest in any property, whether real, personal or mixed, or tangible
      or
      intangible, used in or necessary to the Company which will subject the Company
      to any liability or obligation from and after the Closing Date.

     

    2.21           Compliance.  The
      Company has complied with the requirements of the Exchange Act and the
      Securities Act, and is current in its filings under the Exchange Act and the
      Securities Act.

     

    2.22           Filings.  None
      of the filings made by the Company under the Exchange Act or the Securities
      Act
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary in order to make the statements made, in light of the circumstances
      under which they were made, not misleading.

     

    2.23           Consents.  Other
      than any applicable Current Report on Form 8-K under the Exchange Act, and
      any
      Section 13(a), 15(d), or Section 16 filings under the Exchange Act, no consent,
      waiver, approval, order or authorization of, or registration, declaration or
      filing with, any court, administrative agency or commission or other federal,
      state, county, local or other foreign governmental authority, instrumentality,
      agency or commission (“Governmental Entity”) is required by or with respect to
      the Company in connection with the execution and delivery of this Agreement
      and
      any related agreements to which the Company is a party or the consummation
      of
      the transactions contemplated hereby and thereby, except for such consents,
      waivers, approvals, orders, authorizations, registrations, declarations and
      filings as may be required under applicable securities laws.

     

    2.24           Schedules.  All
      lists or other statements, information or documents set forth in, or attached
      to
      any Schedule provided pursuant to this Agreement or delivered hereunder shall
      be
      deemed to be representations and warranties by the Company with the same force
      and effect as if such lists, statements, information and documents were set
      forth herein.  Any list, statement, document or any information set
      forth in, or attached to any Schedule provided pursuant to this Agreement or
      delivered hereunder shall not be deemed to constitute disclosure for the
      purposes of any other Schedule provided pursuant to this Agreement unless
      specific cross reference is made and shall survive after closing.

     

    2.25           Environmental
      Matters.  The Company has never: (i) operated any underground
      storage tanks at any property that the Company has at any time owned, operated,
      occupied or leased; or (ii) illegally released any material amount of any
      substance that has been designated by any Governmental Entity or by applicable
      foreign, federal, state, or local law to be radioactive, toxic, hazardous or
      otherwise a danger to health or the environment, including, without limitation,
      PCBs, asbestos, petroleum, and urea-formaldehyde and all substances listed
      as
      hazardous substances pursuant to the Comprehensive Environmental Response,
      Compensation, and Liability Act of 1980, as amended, or defined as a
      hazardous waste pursuant to the United States Resource Conservation and Recovery
      Act of 1976, as amended, and the regulations promulgated pursuant to said laws),
      but excluding office and janitorial supplies properly and safely
      maintained.

     

    2.26           Representations
      and Warranties.  The representations and warranties of the Company
      included in this Agreement and any list, statement, document or information
      set
      forth in, attached to any Schedule provided pursuant to this Agreement or
      delivered hereunder, are true and complete in all material respects and do
      not
      contain any untrue statement of a material fact or omit to state a material
      fact
      required to be stated herein or therein or necessary to make the statements
      contained herein or therein not misleading, under the circumstance under which
      they were made and shall survive after Closing as set forth herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      III

     

    


     

    REPRESENTATIONS
      AND WARRANTIES OF THE BUYER

     

    The
      Buyer
      hereby represents and warrants to the Company that now and as of the
      Closing:

     

    3.1                    
      Authority Relative to this Agreement.  Such Buyer has the
      requisite power and/or authority to enter into this Agreement and carry out
      its
      obligations hereunder.  This Agreement has been duly and validly
      executed and delivered by the Buyer and constitutes a valid and binding
      obligation of the Buyer, enforceable in accordance with its terms, except as
      such enforcement may be limited by bankruptcy, insolvency or other similar
      laws
      affecting the enforcement of creditors' rights generally or by general
      principles of equity.

     

    3.2                    
      Buyer Representation Regarding the Securities.  Such Buyer
      understands that the Shares are “restricted securities” and have not been
      registered under the Securities Act or any applicable state securities law
      and
      such Buyer is acquiring the Shares as principal for its own account and not
      with
      a view to or for distributing or reselling such Shares or any part thereof,
      has
      no present intention of distributing any of such Shares and has no arrangement
      or understanding with any other persons regarding the distribution of such
      Shares (this representation and warranty not limiting such Buyer’s right to sell
      the Shares pursuant to the Registration Statement or otherwise in compliance
      with applicable federal and state securities laws).  The Buyer is
      acquiring the Shares hereunder in the ordinary course of its
      business.  The Buyer does not have any agreement or understanding,
      directly or indirectly, with any person to distribute any of the
      Shares.

    


    3.3                     
      Buyer Status.  At the time the Buyer receives any of the
      Shares, the Buyer will be an “accredited investor” as defined in Rule 501(a)(1),
      (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act.

    


    3.4                    
      Experience of the Buyer.  Such Buyer, either alone or together
      with its representatives, have such knowledge, sophistication and experience
      in
      business and financial matters so as to be capable of evaluating the merits
      and
      risks of the prospective investment in the Shares, and has so evaluated the
      merits and risks of such investment.  The Buyer is able to bear the
      economic risk of an investment in the Shares and, at the present time, is able
      to afford a complete loss of such investment.

    


    3.5                     General
      Solicitation.  The Buyer is not receiving the Shares as a result
      of any advertisement, article, notice or other communication regarding the
      Shares published in any newspaper, magazine or similar media or broadcast over
      television or radio or presented at any seminar or any other general
      solicitation or general advertisement.

    


    ARTICLE
      IV

     

    Reserved.

     

    


    
      


    

    
      


    

    
      


    

    ARTICLE
      V

     

    


     

    DELIVERIES
      & CONDITIONS

     

    5.1           Items
      to be delivered to the Buyer at the Closing by the
Company.  The Buyer’s obligation to purchase the Shares
      hereunder is conditioned on the following closing conditions and
      deliveries:

     

    (a)           Delivery
      by the Company of the following:

     

    (i)           All
      applicable schedules hereto;

     

    (ii)          A
      duly executed copy of this Agreement;

     

    (iii)         The
      Share Certificate; and

     

    (iv)         Any
      other document reasonably requested by the Buyer that the Buyer deems necessary
      for the consummation of this transaction.

     

    (b)           The
      Buyer is satisfied with its due diligence investigation of the Company, in
      its
      sole discretion; and

     

    (c)           The
      representations and warranties set forth in Article II of this Agreement shall
      be true and correct in all material respects.

     

    5.2           Items
      to be delivered at Closing by Buyer.  The Company’s obligations to
      sell the Shares hereunder are conditioned on the following closing conditions
      and deliveries by the Buyer:

     

    (a)           All
      applicable exhibits and schedules hereto;

     

    (b)           A
      duly executed copy of this Agreement;

     

    (c)           Any
      other document reasonably requested by the Company that it deems necessary
      for
      the consummation of this transaction; and

     

    (d)           The
      Purchase Price.

     

    5.3           Conditions
      Subsequent to the Closing.  Not less than ten (10) days subsequent
      to the Company’s filing of a Schedule 14f-1 Information Statement:

    


    (a)              The
      Company’s sole director, Ms. Lauren Scott, shall submit her resignation as a
      director of the Company; and

     

    (b)              The
      Company shall appoint Amir F. Heshmatpour to the board of directors of the
      Company.

     

    
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    ARTICLE
      VI

     

    


     

    TERMINATION

     

    
      


    

    6.1           Termination.  This
      Agreement may be terminated:

     

    (a)           at
      any time before, or at, Closing by written notice of the Buyer; and

     

    (b)           prior
      to the Closing by any Party at any time if any provision (including, but not
      limited to, the representations and warranties) of this Agreement that is


    applicable
      to or required to be performed by the other Party shall be materially untrue
      or
      shall become incapable of being accomplished or if any conditions set forth
      in
      Article V hereof have not been fully satisfied as of the Closing
      Date.

     

    Upon
      termination of this Agreement for any reason, in accordance with the terms
      and
      conditions set forth in this paragraph, each Party shall bear its own costs
      and
      expenses.

     

    ARTICLE
      VII

     

    INDEMNIFICATION

    


    7.1           Indemnification.

     

    (a)           Obligation
      of Company to Indemnify.  Company agrees to indemnify, defend and
      hold harmless Buyer (and its directors, officers, employees, affiliates,


    stockholders,
      debenture holders, agents, attorneys, successors and assigns) from and against
      all losses, liabilities, damages, deficiencies, costs or expenses (including
      interest, penalties and reasonable attorneys’ and consultants’ fees and
      disbursements) (collectively, “Losses”) based upon, arising out of or otherwise
      in respect of any (i) inaccuracy in any representation or warranty of the
      Company contained in this Agreement, or (ii) breach by the Company of any
      covenant or agreement contained in this Agreement.

     

    (b)          Obligation
      of Buyer to Indemnify.  Buyer agrees to indemnify, defend and hold
      harmless Company from and against all Losses based upon, arising out of or
      

    otherwise
      in respect of any (i) inaccuracy in any representation or warranty of the Buyer
      contained in this Agreement, or (ii) breach by the Buyer of any covenant or
      agreement contained in this Agreement.

     

    (c)           Notice
      and Opportunity to Defend.  Promptly after receipt by any person
      entitled to indemnity under this Agreement (an “Indemnitee”) of notice of any
      demand, 

    claim
      or
      circumstances which, with the lapse of time, would or might give rise to a
      claim
      or the commencement (or threatened commencement) of any action, proceeding
      or
      investigation (an “Asserted Liability”) that may result in a Loss, the
      Indemnitee shall give notice thereof (the “Claims Notice”) to any other party
      (or parties) who is or may be obligated to provide indemnification pursuant
      to
      Section 7.1(a) (the “Indemnifying Party”).  The Claims Notice shall
      describe the Asserted Liability in reasonable detail and shall indicate the
      amount (estimated, if necessary and to the extent feasible) of the Loss that
      has
      been or may be suffered by the Indemnitee.

     

    (d)           The
      Indemnifying Party may elect to compromise or defend, at its own expense and
      by
      its own counsel, any Asserted Liability.  If the Indemnifying Party
      elects 

    to
      compromise or defend such Asserted Liability, it shall within 30 days after
      the
      date the Claims Notice is given (or sooner, if the nature of the Asserted
      Liability so requires) notify the Indemnitee of its intent to do so, and the
      Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the
      compromise of, or defense against, such Asserted Liability.  If the
      Indemnifying Party elects not to compromise or defend the Asserted Liability,
      fails to notify the Indemnitee of its election as herein provided or contests
      its obligation to indemnify under this Agreement, the Indemnitee may pay,
      compromise or defend such Asserted Liability and all reasonable expenses
      incurred by the Indemnitee in defending or compromising such Asserted Liability,
      all amounts required to be paid in connection with any such Asserted Liability
      pursuant to the determination of any court, governmental or regulatory body
      or
      arbitrator, and amounts required to be paid in connection with any compromise
      or
      settlement consented to by the Indemnitee, shall be borne by the Indemnifying
      Party.  Except as otherwise provided in the immediately preceding
      sentence, the Indemnitee may not settle or compromise any claim over the
      objection of the Indemnifying Party.  In any event, the Indemnitee and
      the Indemnifying Party may participate, at their own expense, in (but the
      Indemnitee may not control) the defense of such Asserted
      Liability.  If the Indemnifying Party chooses to defend any claim, the
      Indemnitee shall make available to the Indemnifying Party any books, records
      or
      other documents within its control that are necessary or appropriate for such
      defense.

     

    


    ARTICLE
      VIII

     

    


     

    MISCELLANEOUS

     

    8.1           Survival
      of Representations, Warranties and Agreements.  All
      representations, warranties and statements made by a Party in this Agreement
      or
      in any document or certificate delivered pursuant hereto shall survive the
      Closing Date.  Each of the Parties hereto is executing and carrying
      out the provisions of this Agreement in reliance upon the representations,
      warranties and covenants and agreements contained in this Agreement or at the
      Closing of the transactions herein provided for and not upon any investigation
      which it might have made or any representation, warranty, agreement, promise
      or
      information, written or oral, made by the other Party or any other person other
      than as specifically set forth herein.

     

    
      


    

    8.2           Access
      to Books and Records.  During the course of this transaction
      through Closing, the Company agrees to make available for inspection all Company
      corporate books, records and assets, and otherwise afford the Buyer and its
      representatives, reasonable access to all documentation and other information
      concerning the business, financial and legal conditions of the Company for
      the
      purpose of conducting a due diligence investigation thereof.  Such due
      diligence investigation shall be for the purpose of satisfying each Party as
      to
      the business, financial and legal condition of the Company for the purpose
      of
      determining the desirability of consummating the proposed
      transaction.  The Parties further agree to keep confidential and not
      use for their own benefit, except in accordance with this Agreement any
      information or documentation obtained in connection with any such
      investigation.

     

    8.3           Further
      Assurances.  If, at any time after the Closing, the Parties hereby
      mutually agree that any further deeds, assignments or assurances in
      law or any other things are necessary, desirable or proper to complete the
      transactions contemplated hereby in accordance with the terms of this Agreement
      or to vest, perfect or confirm, of record or otherwise, the title to any
      property or rights of the Parties hereto, the Parties agree that their
      proper officers and directors shall execute and deliver all such proper deeds,
      assignments and assurances in law and do all things necessary, desirable or
      proper to vest, perfect or confirm title to such property or rights and
      otherwise to carry out the purpose of this Agreement, and that the proper
      officers and directors the Parties are fully authorized to take any and all
      such
      action.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8.4           Notice.  All
      communications, notices, requests, consents or demands given or required under
      this Agreement shall be in writing and shall be deemed to have been duly given
      when delivered to, or received by prepaid registered or certified mail or
      recognized overnight courier addressed to, or upon receipt of a facsimile sent
      to, the Party for whom intended, as follows, or to such other address or
      facsimile number as may be furnished by that Party by notice in the manner
      provided herein:

     

    If
      to the
      Company:

     

    AFH
      Holding II, Inc.

    9595
      Wilshire Boulevard, Suite 900

    Beverly
      Hills, California 90212

    Attn:
      Amir F. Heshmatpour, President

    Tel:  (310)
      300-3431

    Fax:  (310)
      300-3412

    


    If
      to the
      Buyer:

    


    AFH
      Holding and Advisory, LLC

    9595
      Wilshire Boulevard, Suite 900

    Beverly
      Hills, California 90212

    Attn:
      Amir F. Heshmatpour, Managing Member

    Tel:  (310)
      300-3431

    Fax:  (310)
      300-3412

    


    8.5           Entire
      Agreement.  This Agreement, the Exhibits and Schedules hereto and
      any instruments and agreements to be executed pursuant to this Agreement, set
      forth the entire understanding of the Parties hereto with respect to its subject
      matter, merges and supersedes all prior and contemporaneous understandings
      with
      respect to its subject matter and may not be waived or modified, in whole or
      in
      part, except by a writing signed by each of the Parties hereto.  No
      waiver of any provision of this Agreement in any instance shall be deemed to
      be
      a waiver of the same or any other provision in any other
      instance.  Failure of any Party to enforce any provision of this
      Agreement shall not be construed as a waiver of its rights under such
      provision.

     

    8.6           Successors
      and Assigns.  This Agreement shall be binding upon,
      enforceable against and inure to the benefit of, the Parties hereto and their
      respective heirs, administrators, executors, personal representatives,
      successors and assigns, and nothing herein is intended to confer any right,
      remedy or benefit upon any other person.  This Agreement may not be
      assigned by the Company except with the prior written consent of the
      Buyer.  This Agreement and all of the obligations of the Company may
      be assigned by the Buyer without the prior notice to the Company or written
      consent of the Company and upon assignment, all of the rights and obligations
      of
      Buyer shall be the rights and obligations of the Buyer’s designated
      assignee.

     

    8.7           Governing
      Law.  This Agreement shall in all respects be governed by and
      construed in accordance with the laws of the State of California, USA that
      are
      applicable to agreements made and fully to be performed in such state, without
      giving effect to conflicts of law principles.

     

    8.8           Counterparts.  This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    8.9           Construction.  Headings
      contained in this Agreement are for convenience only and shall not be used
      in
      the interpretation of this Agreement.  References herein to Articles,
      Sections and Exhibits are to the articles, sections and exhibits, respectively,
      of this Agreement.  The Schedules hereto are hereby incorporated
      herein by reference and made a part of this Agreement.  As used
      herein, the singular includes the plural, and the masculine, feminine and neuter
      gender each includes the others where the context so indicates.

     

    8.10           Severability.  If
      any provision of this Agreement is held to be invalid or unenforceable by a
      court of competent jurisdiction, this Agreement shall be interpreted and
      enforceable as if such provision were severed or limited, but only to the extent
      necessary to render such provision and this Agreement enforceable.

     

    8.11           Confidentiality;
      Public Disclosure.  Each of the parties hereto hereby agrees that
      the information obtained pursuant to the negotiation and execution of this
      Agreement shall be treated as confidential and not be disclosed to third parties
      who are not agents of one of the Parties to this Agreement.

     

    8.12           Notification
      of Certain Matters.  Each Party shall give prompt notice to the
      other of (i) the occurrence or non-occurrence of any event, the occurrence
      or
      non-occurrence of which is likely to cause any representation or warranty of
      such party contained in this Agreement to be untrue or inaccurate and (ii)
      any
      failure of such Party to comply with or satisfy any covenant, condition or
      agreement to be complied with or satisfied by it hereunder; provided,
however, that the delivery of any notice pursuant to this
      Section shall not limit or otherwise affect any remedies available to the
      Party receiving such notice.  Further, disclosure pursuant to this
      Section shall not be deemed to amend or supplement the Schedules
      hereto or prevent or cure any misrepresentations, breach of warranty or
      breach of covenant.

     

    8.13           Currency.  The
      parties hereto agree that all monetary amounts set forth herein are referenced
      in United States dollars, unless otherwise stated.

     

    8.14           Rules
      of Construction.  The parties hereto agree that they have been
      represented by counsel during the negotiation and execution of this Agreement
      and, therefore, waive the application of any law, regulation, holding or rule
      of
      construction providing that ambiguities in an agreement or other document will
      be construed against the Party drafting such agreement or document.

     

    8.15           Counterparts.  This
      Agreement may be
      executed in counterparts and by facsimile signatures.  In the event
      that any signature is delivered by facsimile transmission, such signature shall
      create a valid and binding obligation of the Party executing (or on whose behalf
      such signature is executed) with the same force and effect as if such facsimile
      signature page were an original thereof.  All such counterparts shall
      together constitute one and the same instrument.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, each of the Parties
      hereto has executed this Agreement as of the date first set forth
      above.

    


    COMPANY:

    


    


    AFH
      HOLDING II, INC,

    a
      Delaware corporation

    


    


    


    By:
      /s/   Amir F. Heshmatpour

          Amir
      F. Heshmatpour, President

    


    


    


    BUYER:

    


    AFH
      HOLDING AND ADVISORY, LLC,

    a
      Nevada
      limited liability company

    


    


    


    By:/s/   Amir
      F. Heshmatpour

        Amir
      F. Heshmatpour, Managing Member

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule
      A

    


    Schedule
      of Liabilities

    


    None.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
      A

    


    Disclosure
      Schedules

    


    


    The
      Company’s Form 10-QSB for the quarterly period ended June 30, 2007 was filed
      with the Securities and Exchange Commission on October 10, 2007.