Exhibit 10.1


 


 


STOCK PURCHASE AGREEMENT


 


This AGREEMENT, entered
into as of the 20th day of February 2013 (the “Agreement”), by and among the individuals listed in
Schedule A hereto (each individually a “Seller”, and collectively, the “Sellers”), Lyons
Liquors Inc, a Nevada corporation (the “Company”), and the individuals listed in Schedule B hereto (each
individually a “Purchaser”, and collectively, the “Purchasers”).


 


Preliminary Statement


 


Sellers are the beneficial
and record owners of an aggregate of 9,883,105 shares of the common stock, par value of $0.001 per share of the Company (the “Common
Stock”), which constitute in the aggregate of 96.96% of all of the issued and outstanding shares of capital stock of the
Company. The number of shares of Common Stock owned by each Seller is set opposite their respective names on Schedule A annexed
hereto.


 


Sellers desire to sell
their shares of Common Stock, and the Purchaser is willing to purchase those shares from the Sellers, on the terms and conditions
set forth herein.


 


NOW, THEREFORE,
in consideration of the premises and the mutual agreements herein contained, the Purchasers and the Sellers hereby agree as follows:


 


 


ARTICLE 1


SALE AND PURCHASE OF THE SHARES


 


Section 1.1 Sale
and Purchase. Subject to the terms and conditions hereof, at the Closing (as hereinafter defined) Sellers shall sell to the
Purchasers and the Purchasers shall purchase from the Sellers an aggregate of 9,883,105 shares of Common Stock (the “Shares”),
free and clear of any charges, pledges, options, mortgages, deeds of trust, hypothecations, security interests or other encumbrances
or restrictions (collectively, “Liens”) for an aggregate purchase price of $210,000 (the “Purchase
Price”) in accordance with the terms set forth in Section 1.2 below. The number of shares of Common Stock to be purchased
by each Purchaser is set opposite the name of such Purchaser on Schedule B annexed hereto.


 


Section 1.2 Closing
Date. The consummation of the purchase and sale of the Shares (the “Closing”) shall be held on such date
(the “Closing Date”) and time as determined at the mutual discretion of the Sellers and the Purchasers; provided,
however, that the Closing shall occur no later than ten (10) business days after the conditions precedent contained in Article
6 herein have been satisfied (which the parties hereto agree shall not be later than February 22, 2013, unless extended as provided
for herein). The Closing shall take place at the offices of the Purchaser’s counsel, Eaton & Van Winkle LLP, 3 Park Avenue,
New York, New York 10016, or by the exchange of documents and instruments by mail, courier, telecopy and wire transfer to the extent
mutually acceptable to the parties hereto.


 


Section 1.3 Delivery
at Closing. At the Closing, subject to the terms and conditions hereof, each Seller shall deliver to the Purchasers certificates
representing the number of shares of Common Stock set opposite his or her name on Schedule A annexed hereto, to be
purchased at the Closing by the Purchasers, against payment of that portion of the Purchase Price payable to that Seller as set
forth opposite his or her name on Schedule A by check or wire transfer of immediately available funds to an escrow
account maintained by Eaton & Van Winkle LLP, as escrow agent (the “Escrow Agent”) at least one(1) days prior to
the Closing Date.


 


Section 1.4Deposit.The
$20,000 good faith deposit (the “Initial Deposit”) placed by the Purchaser with the Escrow Agent shall be nonrefundable
subject to the completion by the Purchaser of its due diligence investigation of the Company to the Purchaser’s satisfaction
and the fulfillment of the conditions to closing set forth in Article 7 hereof, or unless this Agreement shall be terminated by
Sellers and Purchasers pursuant to Section 8.1(a), by Purchasers pursuant to Section 8.1(b) if Sellers are in material breach of
this Agreement or by Purchasers or Sellers pursuant to Section 8.1(c) of this Agreement. Sellers and Purchasers hereby acknowledge
and agree that upon the Closing or any termination of this Agreement, any interest earned on the Initial Deposit shall accrue for
the benefit of and be paid to Sellers.


 


ARTICLE 2


REPRESENTATIONS AND WARRANTIES OF SELLERS


 


Except as set forth under
the corresponding section of each Seller’s disclosure schedules (the “Seller Disclosure Schedules”) attached
hereto as Exhibit A, which Seller Disclosure Schedules shall be deemed a part hereof, each Seller, severally and
not jointly, hereby represents and warrants to the Purchaser that:


 


Section 2.1Ownership
of Stock. Seller is the sole record and beneficial owner of, and has good and marketable title to, the number of shares of
Common Stock set opposite such Seller’s name on Schedule A. Seller owns such shares of Common Stock free and
clear of any Liens and upon consummation of the transactions contemplated hereby the Purchaser purchasing such shares will acquire
good and marketable title to such shares free and clear of all Liens, other than Liens created by such Purchaser.


 


Section 2.2Authorization;
No Agreements. This Agreement has been duly and validly executed and delivered by the Seller and is a legal, valid and binding
obligation of the Seller, enforceable against him in accordance with its terms. The execution, delivery and performance by the
Seller of this Agreement does not violate any contractual restriction contained in any agreement which binds or affects or purports
to bind or affect the Seller or the Company. The Seller is not a party to any agreement, written or oral, creating rights in respect
of any of the shares of Common Stock owned by such Seller in any third party or relating to the voting of those shares of Common
Stock. The Seller 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 of Common Stock owned by Seller or any other capital stock of the Company, and there are no restrictions of
any kind on the transfer of any of the shares of common Stock owned by the Seller, 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.


 


Section
2.3Consents and Approvals. The execution and delivery by Seller of this Agreement, the performance by Seller of his
obligations hereunder and the consummation by Seller of the transactions contemplated hereby do not require Seller to obtain any
consent, approval or action of, or make any filing with or give any notice to, any person or entity.


Section
2.4No Violations. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions
contemplated hereby will not violate any order, writ, injunction, decree, statute, ordinance, rule or regulation applicable to
Seller.


Section
2.5Litigation and Claims. There is no claim, action, suit or proceeding pending or, to Seller’s knowledge,
threatened against Seller that could reasonably be expected to materially impair Seller’s ability to perform his obligations
hereunder or the transactions contemplated by this Agreement.


Section
2.6Resale Restrictions. None of the shares of Common Stock owned by Seller have been registered under the Securities
Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered,
none of the shares of Common Stock owned by Seller may be offered or sold by the Seller, except pursuant to an effective registration
statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act and in each case only in accordance with applicable state securities laws.


Section
2.7Original Acquisition.  The shares of Common Stock owned by Seller and represented by the Seller’s Original
Certificate were originally acquired from the Company and its affiliates, and fully paid for, by the Seller on January 13, 2010
for his own account and not with a view to, or for sale in connection with, any distribution, resale or public offering of such
Shares or any part thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”).  


Section
2.8No Registration.  The sale of the shares of Common Stock owned by Seller contemplated by this Agreement is exempt
from the registration requirements of Section 5 of the Securities Act under the rules, regulations and interpretations of the Securities
Act.


Section 2.9Disclosure.
All disclosure provided to the Purchasers regarding the Company, its business and the transactions contemplated hereby, including
the Seller Disclosure Schedules to this Agreement, furnished by or on behalf of the Seller are true and correct with respect to
such representations and warranties and do not contain any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.


 


Section 2.10No Disagreements
with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated by the Seller
to arise, between the accountants, and lawyers formerly or presently employed by the Company and the Company is current with respect
to any fees owed to its accountants and lawyers.


 


 


ARTICLE 3


REPRESENTATIONS OF THE PURCHASERS


 


Each Purchaser, severally and not
jointly, represents and warrants to the Sellers, as follows:


 


Section 3.1 Binding
Effect. This Agreement, when executed and delivered by the Purchaser shall be irrevocable and will constitute the legal, valid
and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as may be limited
by applicable bankruptcy, insolvency, moratorium and other laws of general application affecting enforcement of creditors' rights
generally or general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or
at law).


 


Section 3.2Consents
and Approvals. No filing or registration with, notification to and no permit, authorization, consent or approval of, any governmental
entity is required to be obtained by Purchaser in connection with the execution and delivery of this Agreement by Purchaser or
the consummation by Purchaser of the transactions contemplated hereby, except (i) such filings, registrations, notifications, permits,
authorizations, consents or approvals that result from the specific legal or regulatory status of the Company or as a result of
any other facts that specifically relate to the business or activities in which the Company is engaged, and (ii) such other
filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made
or given would not, individually or in the aggregate, materially impair the ability of Purchaser to consummate the transactions
contemplated hereby.


Section 3.3No Conflict
or Violation. Assuming that all filings, permits, authorizations, consents and approvals or waivers thereof have been duly
made or obtained, the execution and delivery of this Agreement by Purchaser and the consummation by Purchaser of the transactions
contemplated hereby will not (i) result in a violation or breach of, or constitute a default (or give rise to any right of termination,
cancellation or acceleration) under any note, bond, mortgage, indenture, agreement, lease or other instrument to which Purchaser
is a party, or (iii) violate any order, writ, injunction, decree, statute, ordinance, rule or regulation applicable to Purchaser
or any of its properties or assets, excluding any violations which, either individually or in the aggregate, would not impair the
ability of Purchaser to consummate the transactions contemplated hereby.


Section 3.4Litigation.
There are no legal, administrative, arbitration or other proceedings or governmental investigations pending or, to the knowledge
of Purchaser, threatened against Purchaser that could reasonably be expected to impair Purchaser’s ability to perform his
obligations under this Agreement.


Section 3.5Purchase
for Investment. The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable
of evaluating the merits and risks of the purchase of the Shares and is capable of bearing the economic risks thereof.  The
Purchaser is acquiring the shares of Common Stock hereunder for his own account for the purpose of investment only and not with
a view to, or for sale or resale in connection with, any public distribution thereof or with any present intention of selling,
distributing or otherwise disposing of such shares of Common Stock.


Section 3.6Compliance
with Securities Act. Purchaser (or such assignee, as the case may be) will refrain from transferring or otherwise disposing
of any of the Shares, or any interest therein, in such manner as to cause Sellers to be in violation of the registration requirements
of the Securities Act, or applicable state securities or blue sky laws.


 


 


ARTICLE 4


REPRESENTATIONS OF THE COMPANY


 


Section 4.1Organization.
The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has
all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as
presently conducted. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which
the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other
than in those jurisdictions where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably
be expected to have a material adverse effect on the business, properties or financial condition of the Company (a “Company
Material Adverse Effect”).


 


Section 4.2Capitalization.


 


(a) The authorized
capital stock of the Company consists of 75,000,000 shares of common stock with a $0.001 par value (the “Common Stock”);
as of the Closing Date there will be outstanding 10,193,000 shares of Common Stock. As of the date hereof the Common Sock is held
of record by approximately 30 shareholders. All of the issued and outstanding shares of capital stock of the Company have been
duly authorized and validly issued and are fully paid and non-assessable. All of the issued and outstanding shares of capital stock
of the Company have been offered, issued and sold by the Company in compliance with all applicable federal and state securities
laws. No securities of the Company are entitled to preemptive or similar rights, and no third party has any right of first refusal,
preemptive right, right of participation, or any similar right to participate in the transactions contemplated hereby. Except as
a result of the purchase and sale of the Shares, there are no outstanding options, warrants, script rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for,
or giving any third party any right to subscribe for or acquire, any shares of Common Stock or contracts, commitments, understandings
or arrangements by which the Company is or may become bound to issue additional shares of Common Stock or securities or rights
convertible or exchangeable into shares of Common Stock. The sale of the Shares to Purchasers hereunder will not obligate the Company
to issue shares of Common Stock or other securities to any third party and shall not result in a right of any holder of Company
securities to adjust the exercise, conversion, exchange or reset price under such securities.


 


(b)There are no outstanding
obligations, contingent or otherwise, of the Company to redeem, purchase or otherwise acquire any capital stock or other securities
of Company.


 


(c)There are no shareholder
agreements, voting trusts or other agreements or understandings to which Seller or the Company is a party or by which either is
bound relating to the voting of any shares of the capital stock of the Company.


 


Section 4.3Authority;
Enforceability. The Company has the full corporate power and authority to execute and deliver this Agreement and to consummate
the transactions contemplated hereby. The Company has authorized the execution and delivery of this Agreement and all agreements
and documents contemplated hereby and each of the transactions and agreements contemplated hereby. No other corporate action is
necessary to authorize such execution, delivery and performance of this Agreement, and, upon such execution and delivery, this
Agreement shall constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with
its terms.


 


Section 4.4Subsidiaries.
The Company has no subsidiaries and does not own or control, directly or indirectly, any shares of capital stock of any other corporation
or any interest in any partnership, limited liability company, joint venture or other non-corporate business enterprise.


 


Section 4.5Consents
and Approvals. The execution and delivery by the Company of this Agreement, the performance by the Company of its obligations
hereunder and the consummation by the Company of the transactions contemplated hereby do not require the Company to obtain any
consent, approval or action of, or make any filing with or give any notice to, any person or entity.


 


Section 4.6SEC Reports;
Financial Statements.


 


a)SEC Reports; Financial
Statements. Except as set forth in the SEC Reports (as hereinafter defined), the Company has filed all reports required to
be filed by it under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
including pursuant to Section 13(a) or 15(d) thereof, since December 14, 2010 (the foregoing materials being collectively referred
to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and
has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied
in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the
Securities and Exchange Commission (the “Commission”) promulgated thereunder, and none of the SEC Reports, when filed,
contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial
statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and
the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements
have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods
involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto, and
fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of
operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.


 


(b) Except as set forth
in the SEC Reports or the Company Disclosure Schedules: (i) the Company has not been engaged in any business activity since its
inception; (ii) there has been no event, occurrence or development that has had or that is reasonably expected to result in a Material
Adverse Effect; (iii) the Company has not incurred any material liabilities outside the ordinary course of business (contingent
or otherwise) or amended any material term of any outstanding security; (iv) the Company has not altered its method of accounting
or the identity of its auditors; (v) the Company has not declared or made any dividend or distribution of cash or other property
to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock; (vi) the
Company has not issued any equity securities to any officer, director or affiliate of the Company; (vii) the Company has not made
any loan, advance or capital contributions to or investment in any entity; (viii) the Company has not entered into any transaction
or commitment, or any contract or agreement, relating to its business or any of its assets (including the acquisition or disposition
of, or creation of a lien on, any assets) or any relinquishment by the Company of any contract or other right; (ix) the Company
has not granted any severance or termination pay to any current or former director, officer or employee of Company, or increased
the benefits payable under any existing severance or termination pay policies or employment agreements or entered into any
employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any current
or former director, officer or employee of Company; (x) the Company has not established, adopted or amended (except as required
by applicable law) any collective bargaining, bonus, profit sharing, thrift, pension, retirement, deferred compensation, compensation,
stock option, restricted stock or other benefit plan or arrangement covering any current or former director, officer or employee
of the Company; (xi) the Company has not increased the compensation, bonus or other benefits payable or otherwise made available
to any current or former director, officer or employee of the Company; and (xii) the Company has not made any tax election or any
settlement or compromise of any tax liability, in either case that is material to the Company or entered into any transaction not
in the ordinary course of business.


 


Section 4.7No Liabilities
or Debts. Except as set forth in Schedule 4.7 of the Company Disclosure Schedules, as of the Closing Date, there
will be no liabilities or debts of the Company of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable
or otherwise, and there will be no existing condition, situation or set of circumstances which could reasonably be expected to
result in such a liability or debt. As of the Closing Date, the Company will not be a guarantor of any indebtedness of any other
person, firm or corporation.


 


Section 4.8Litigation.
There is no action, suit, investigation, audit or proceeding pending against, or to the best knowledge of the Company threatened
against or affecting, the Company or any of its assets or properties before any court or arbitrator or any governmental body, agency
or official. The Company is not subject to any outstanding judgment, order or decree. The Commission has not issued any stop order
or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act.


 


Section
4.9Taxes.  Except as set forth in Schedule 4.9 of the Company Disclosure Schedules, the
Company has: (i) timely filed with the appropriate taxing authorities all tax returns required to be filed by or with respect to
its business, or such returns are properly on extension and all such duly filed tax returns are true, correct and complete in all
material respects; and (ii) timely paid in full or made adequate provisions for on its balance sheet (in accordance with GAAP)
all Taxes shown to be due on such tax returns.  There are no liens for taxes upon the assets of the Company, except for statutory
liens for current taxes not yet due and payable or which may thereafter be paid without penalty or are being contested in good
faith.  The Company has not received any notice of audit, is not undergoing any audit of its tax returns, or has not received
any notice of deficiency or assessment from any taxing authority with respect to liability or penalties for taxes which has not
been fully paid or finally settled.  There have been no waivers of statutes of limitations by the Company with respect to
any tax returns.  The Company has not filed a request with the Internal Revenue Service for changes in accounting methods
within the last three years which change would effect the accounting for tax purposes, directly or indirectly, of its business. 
The Company has not executed an extension or waiver of any statute of limitations on the assessment or collection of any taxes
due (excluding such statutes that relate to years currently under examination by the Internal Revenue Service or other applicable
taxing authorities) that is currently in effect. Shefali Vibhakar shall indemnify and hold each of the Purchasers harmless, and
shall reimburse each of the Purchasers for, any loss, liability, penalties, claim, damage, expense (including, but not limited
to, reasonable cost of investigation and defense and reasonable attorneys’ fees) or diminution of value (collectively, “Damages”)
arising from or in connection with taxes which has not been fully paid or finally settled as of Closing Date.


 


Section
4.10Internal Accounting Controls; Sarbanes-Oxley Act of 2002. The Company is in compliance with the requirements of
the Sarbanes-Oxley Act of 2002 applicable to it as of the date hereof. The Company maintains a system of internal accounting controls
sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific
authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP
and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific
authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosures controls and procedures to
ensure that material information relating to the Company, is made known to the certifying officers by others within those entities,
particularly during the period in which the Company's Form 10-K or 10-Q, as the case may be, is being prepared. The Company's
certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the date of its most recently
filed periodic report (such date, the “Evaluation Date”). The Company presented in its most recently filed
periodic report the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based
on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's
internal controls over financial reporting (as such phrase is defined in Item 308 of Regulation S-B under the Exchange Act) or,
to the Company's knowledge, in other factors that could significantly affect the Company's internal controls over financial reporting.
The Company’s auditors, at all relevant times, have been duly registered in good standing with the Public Company Accounting
Oversight Board.


 


Section 4.11Solvency;
Indebtedness. Assuming satisfaction of the terms and conditions set forth herein, based on the financial condition of the Company
as of the Closing Date, the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid
on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature.
The Company does not intend to incur debts beyond its ability to pay such debts as they mature. The Seller has no knowledge of
any facts or circumstances which lead it to believe that the Company will file for reorganization or liquidation under the bankruptcy
or reorganization laws of any jurisdiction within one year from the Closing Date. The SEC Reports set forth as of the dates thereof
all outstanding secured and unsecured indebtedness of the Company, or for which the Company has commitments. The Company is not
in default with respect to any indebtedness. At the Closing, there will be no outstanding liabilities, obligations or indebtedness
of the Company whatsoever.


 


Section 4.12No
Conflicts. Subject to the satisfaction of the terms and conditions set forth herein, the execution, delivery and performance
of this Agreement and the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the
Company’s Certificate of Incorporation, By-laws or other organizational or charter documents; or (ii) conflict with, or constitute
a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of any agreement, credit facility,
debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company is a party or by
which any property or asset of the Company is bound or affected; or (iii) result in a violation of any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including
federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected.


 


Section 4.13Compliance.
To the knowledge of the Company, the Company: (i) is not in default under or in violation of (and no event has occurred that has
not been waived that, with notice or lapse of time or both, would result in a default by the Company under), nor has the Seller
or the Company received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit
agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether
or not such default or violation has been waived); (ii) is not in violation of any order of any court, arbitrator or governmental
body; and (iii) is not and has not been in violation of any statute, rule or regulation of any governmental authority.


 


Section 4.14Transactions
With Affiliates and Employees. Except as required to be set forth in the SEC Reports or Schedule 4.14 to the
Company Disclosure Schedule, and except for amounts to be paid out of the cash on hand of the Company, none of the officers or
directors of the Company and, to the knowledge of the Company, none of the affiliates or employees of the Company is presently
a party to any transaction with the Company (other than for services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property
to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company,
any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee
or partner.


 


Section 4.15Assets.
Except as set forth in the SEC Reports, the Company has no material assets including, without limitation, goodwill, real property,
tangible personal property, intangible personal property, rights and benefits under contracts All Company leases for real or personal
property are in good standing, valid and effective in accordance with their respective terms, and there is not under any of such
leases, any existing material default or event of default (or event which with notice or lapse of time, or both, would constitute
a material default). All Company leases will terminate as of the Closing Date with no further obligation on the part of the Company.


 


Section 4.16Investment
Company/Investment Advisor. The business of the Company does not require it to be registered as an investment company or investment
advisor, as such terms are defined under the Investment Company Act and the Investment Advisors Act of 1940.


 


Section 4.17Quotation on the OTCQB.
The Common Stock is approved for quotation and/or listing on the Over-The-Counter Bulletin Board (the “OTCQB”)
and the Company has and continues to satisfy all of the requirements of the OTCQB for such listing and for the quotation and trading
of its Common Stock thereunder. The Company has not been informed, and the Company has no knowledge, that the NASD or any other
applicable regulatory agency has or is reasonably anticipated to take action to cause the Company’s Common Stock to cease
being quoted on the OTCQB.


 


Section 4.18Exchange
Act Compliance.  The Company is in compliance with, and current in, all of the reporting, filing and other requirements
under the Exchange Act, the Common Stock is registered under Section 12(g) of the Exchange Act, and the Company is in compliance
with all of the requirements under, and imposed by, Section 12(g) of the Exchange Act. All of the SEC Reports have been filed on
a timely basis or have received a valid extension of such time of filing and have filed any such SEC Reports prior to the expiration
of any such extension


Section 4.19Certain
Contracts and Arrangements. Schedule 4.21 of the Company Disclosure Schedule sets forth a true, correct and complete
list of all material contracts and agreements to which the Company is a party or by which it is bound and which involve payments
or liabilities in excess of Five Thousand Dollars $5,000 (the “Material Contacts”). The Material Contracts are
in full force and effect, the Company is not in material default, violation or breach of any such contracts and the consummation
of the transactions contemplated by this Agreement will not cause the Company to be in material default thereunder. As of the date
hereof, there are no material violations or material breaches of such contracts by any other party thereto.


 


 


ARTICLE 5


COVENANTS OF THE COMPANY


 


Section 5.1Public
Seller Status. From the date hereof to the Closing Date, the Sellers shall cause the Company to make any and all required filings
under the Exchange Act so that it remains a reporting company under the Exchange Act and so that its Common Stock continues to
be a publicly-traded security. The Sellers, to the best of their ability, shall cause the Company to take all action necessary
to insure that its Common Stock continues to be quoted on the OTCBB.


 


Section 5.2Repayment
of Debt and Obligations. On or before the Closing Date, the Sellers shall cause the Company to satisfy all of the Company’s
liabilities and obligations, such that the Company shall have no liabilities or obligations as of the Closing Date.


 


Section 5.3Corporate
Books and Records. At least one business day prior to the Closing Date, Sellers shall cause the Company to deliver to counsel
for the Purchasers the original minute books and corporate records of the Company, which books and records shall be true, complete
and correct.


 


 


ARTICLE 6


COVENANTS OF THE PARTIES


 


The parties hereto agree
that:


 


Section 6.1Public
Announcements. Except as required by applicable law, the Sellers and the Purchasers shall consult with each other before issuing
any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby and will
not issue any such press release or make any such public statement prior to such consultation and without the consent of the other
parties.


 


Section 6.2Notices
of Certain Events. In addition to any other notice required to be given by the terms of this Agreement, each of the parties
shall promptly notify the other party hereto of:


 


(a)any notice or other
communication from any third party alleging that the consent of such third party is or may be required in connection with any of
the transactions contemplated by this Agreement;


 


(b)any notice or other
communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this
Agreement; and


 


(c)any actions, suits,
claims, investigations or proceedings commenced or, to its knowledge threatened against, relating to or involving or otherwise
affecting such party that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to
Section 3 or Section 4 (as the case may be) or that relate to the consummation of the transactions contemplated by this Agreement.


 


Section 6.3Access
to Information. Following the date hereof, until consummation of all transactions contemplated hereby, the Sellers shall cause
the Company to give to the Purchasers, their counsel, financial advisers, auditors and other authorized representatives reasonable
access to the offices, properties, books and records, financial and other data and information as the Purchasers and their representatives
may reasonably request.


 


Section 6.4Company’s
Business. Except for payments made out of the proceeds hereof or cash on hand of the Company, or as contemplated by this Agreement,
the Sellers will cause the Company, without the prior written consent of the Purchasers, not to (i) make any material change in
the type or nature of its business, or in the nature of its operations, (ii) create or suffer to exist any debt, other than that
currently shown in the SEC Reports, (iii) issue any capital stock or (iv) enter into any new agreements of any kind or undertake
any new obligations or liabilities.


 


Section 6.5Consents of Third Parties.
Each of the parties will give any notices to third parties, and will use its reasonable best efforts to obtain any third party
consents, that the other parties reasonably may request in connection with this Agreement. Each of the parties will give any notices
to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of governments
and governmental agencies in connection with the matters in this Agreement.


 


Section 6.6Indemnification of Officers
and Director. All rights to indemnification existing in favor of those persons who are directors and officers of the Company
as of the date of this Agreement (the “Indemnified Persons”) for their acts and omissions occurring prior to the Closing,
as provided in the Company’s Certificate of Incorporation and Bylaws (each as in effect as of the date of this Agreement),
shall survive the Closing and the Company shall, and the Purchaser shall cause the Company to, continue to provide such indemnification
to the fullest extent permitted by Nevada law.


 


ARTICLE 7


CONDITIONS PRECEDENT


 


Section 7.1Conditions
of Obligations of the Purchasers. The obligations of the Purchasers are subject to the satisfaction of the following conditions,
any or all of which may be waived in whole or in part by the Purchasers:


 


(a)Representations
and Warranties. Each of the representations and warranties of the Sellers and the Company set forth in this Agreement shall
be true and correct in all material respects as of the Closing Date, as if made on and as of such date.


 


(b)Good Standing Certificate.
Sellers shall deliver to Purchasers, a certificate of good standing dated within 10 business days of the Closing Date, issued
by the Secretary of State of Nevada that the Company, as to the legal existence and good standing of the Company. (the “Nevada
Certificate”).


(c)Officer Certificate.
The Company and shall have delivered to Purchasers a certificate, executed , by its Chief Executive Officer or its Chief Financial
Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in this section.


(d)Secretary Certificate. The
Company shall have delivered to Purchasers a certificate, executed on behalf of the Company by its Secretary, dated as of the Closing
Date, (i) certifying the resolutions adopted by the Board of Directors of the Company authorizing the execution and delivery of
this Agreement, (ii) certifying the current versions of the Articles of Incorporation and Bylaws of the Company and certifying
that the Articles of incorporation have not been amended since the date(s) of the Nevada Certificate and that no event has occurred
since the date of issuance of the Nevada Certificate that would adversely affect the Company’s corporate good standing; and
(iii) certifying as to the signatures and authority of any of the officers signing the Agreement on behalf of the Company;


 


(e)Certified List of Record Holders.
The Purchasers shall have received a current certified list from the Company’s transfer agent of the holders of record of
the Common Stock.


 


(f)Resignation of
Officers and Directors. The officers and directors of the Company shall have resigned from such positions effective immediately
prior to Closing, and the Purchasers’ designees for such positions shall have been duly appointed; provided, however, upon
request of the Purchasers one of the current directors of the Company shall remain in office until the expiration of ten days after
Company files with the Commission, and mails to its stockholders of record, an Information Statement pursuant to Rule 14f-1 of
the Exchange Act.


 


(g)Filing of quarterly
financials ended December 31, 2012. The Company shall have filed quarterly financials for the quarter ended December 31, 2012
prior to Closing.


 


(h)Company
Confirmation Letter.The Company shall have provided Purchasers with a confirmation letter that there are no outstanding
liabilities, obligations or indebtedness of the Company whatsoever at the Closing and forgiven of any shareholder loans provided
by Ms. Shefali Vibhakar to the Company.


 


(i)No Injunction.
There shall not be in effect, at the Closing Date, any injunction or other binding order of any court or other tribunal having
jurisdiction over the Sellers or the Company that prohibits the sale of the Shares to Purchasers.


 


(j)Corporate Books.The
Purchaser shall have received the books and records of the Company prior to Closing.


 


 


Section 7.2Stop Orders.
 No stop order or suspension of trading shall have been imposed by the SEC or any other governmental or regulatory body having
jurisdiction over the Company or the market(s) where the Common Stock is listed or quoted, with respect to public trading in the
Common Stock.


 


ARTICLE 8


TERMINATION


 


Section 8.1Termination.
This Agreement may be terminated and the purchase and sale of the Shares may be abandoned at any time prior to the Closing:


 


(a)by mutual
written consent of the parties hereto;


 


(b)by either the Sellers
or the Purchasers if the Closing shall not have occurred on or before February 22, 2013 unless Purchasers shall have elected to
extend the Closing Date in accordance with Section 1.4(d), in which case if the transactions contemplated hereby shall not have
been consummated on or before the date selected by the Buyers (the “Termination Date”) and such failure to consummate
is not caused by a breach of this Agreement by the terminating party;


(c)by the
Purchasers if: (i) the Sellers shall have failed to timely comply in any material respect with any of the covenants, conditions,
terms or agreements contained in this Agreement to be complied with or performed by the Sellers, which breach is not cured within
ten (10) days if capable of cure; or (ii) any representations and warranties of the Sellers or the Company contained in this
Agreement shall have been materially false when made or on and as of the Closing Date as if made on and as of Closing Date (except
to the extent it relates to a particular date); or


 


(d)by the
Sellers if: (i) the Purchasers shall have failed to timely comply in any material respect with any of the covenants, conditions,
terms or agreements contained in this Agreement to be complied with or performed by it, which breach is not cured within ten (10)
days if capable of cure; or (ii) any representations and warranties of the Purchasers contained in this Agreement shall have been
materially false when made or on and as of the Closing Date.


 


Section 8.2Effect
of Termination. In the event of the termination of this Agreement pursuant to this Article 8, all further obligations of the
parties under this Agreement shall forthwith be terminated without any further liability of any party to the other parties; provided,
however, that nothing contained in this Section 8.2 shall relieve any party from liability for any breach of this Agreement. Upon
termination of this Agreement for any reason, the Purchasers shall promptly cause to be returned to the Sellers all documents and
information obtained in connection with this Agreement and the transactions contemplated by this Agreement and all documents and
information obtained in connection with the Purchasers’ investigation of the Company’s business, operations and legal
affairs, including any copies made by the Purchasers of any such documents or information.


 


Section 8.3 Indemnification


 


(a)Each of the Sellers
shall indemnify and hold each of the Purchasers harmless, and shall reimburse each of the Purchasers for, any loss, liability,
claim, damage, expense (including, but not limited to, reasonable cost of investigation and defense and reasonable attorneys’
fees) or diminution of value (collectively, “Damages”) arising from or in connection with: (i) any inaccuracy
in any of the representations and warranties of the Seller or the Company pursuant to this Agreement or in any certificate delivered
by the Seller or the Company pursuant to this Agreement, or any actions, omissions or states of facts inconsistent with any such
representation or warranty; or (ii) any failure by the Sellers to perform or comply with any provision of this Agreement. Notwithstanding
any other provision stating or implying otherwise and notwithstanding the generality of the above, the amount of Damages which
the Sellers may be obligated to pay or reimburse the Purchasers pursuant to the breach or non-performance of the provisions of
this Agreement by the Sellers or of any of the transactions contemplated hereby, shall be capped at $260,000 regardless of the
severity of the egregious nature of the breach or non-performance.


 


(b)Each of the Purchasers
shall indemnify and hold each of the Sellers harmless, and shall reimburse each of the Sellers for any Damages arising from: (i)
any inaccuracy in any of the representations and warranties of the Purchasers in this Agreement or in any certificate delivered
by the Purchaser pursuant to this Agreement, or any actions, omissions or states of facts inconsistent with any such representation
or warranty; or (ii) any failure by the Purchasers to perform or comply with any provision of this Agreement.


 


Section 8.4 Procedure for Indemnification.
Promptly after receipt by an indemnified party of notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against an indemnifying party, give notice to the indemnifying party of the commencement
thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified
party except to the extent the defense of such action by the indemnifying party is prejudiced thereby. In case any such action
shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof
with counsel reasonable satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under
such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party
in connection with the defense thereof, other than reasonable costs of investigation, If an indemnifying party assume the defense
of such an action: (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s
consent (which shall not be unreasonable withheld) unless: (i) there is no finding or admission of any violation of law or any
violation of the rights of any person which is not fully remedied by the payment referred to in clause; (ii) no adverse effect
on any other claims that may be made against the indemnified party; and (ii) the sole relief provided is monetary damages that
are paid in full by the indemnifying party; (b) the indemnifying party shall have no liability with respect to any compromise or
settlement thereof effected without its consent (which shall not be reasonably withheld); and (c) the indemnified party will reasonably
cooperate with the indemnifying party in the defense of such action. If notice is given to an indemnifying party of the commencement
of any action and it does not, within fifteen days after the indemnified party’s notice is given, give notice to the indemnified
party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action
or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party
determined in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliated
other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive
right to defend, compromise or settle such action, but the indemnifying party shall not be bound by any determination of an action
so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).


 


 


ARTICLE 9


MISCELLANEOUS


 


Section 9.1Notices.
All notices, requests and other communications to any party hereunder shall be in writing and either delivered personally, telecopied
or sent by certified or registered mail, postage prepaid,


 


if to the Purchaser:


 


 


Saverio Holdings Limited


Yijun HU


c/o Eaton and Van Winkle LLP


3 Park Avenue, 16th Floor


New York, New York 10016


Attention: Yue Cao


Phone No.: 212-561-3617


 


if to Sellers:


Shefali Vibhakar


P.O. Box 344


Ellenton, Florida 34222


 


or such other address or fax number
as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other
communications shall be deemed received on the date delivered personally or by overnight delivery service or telecopied or, if
mailed, five business days after the date of mailing if received prior to 5 p.m. in the place of receipt and such day is a business
day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until
the next succeeding business day in the place of receipt.


 


Section 9.2Amendments;
No Waivers.


 


(a)Any provision
of this Agreement with respect to transactions contemplated hereby 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 the Sellers and the Purchaser; or in the case of a waiver,
by the party against whom the waiver is to be effective.


 


(b)No failure
or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall 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 shall be cumulative and not exclusive of any rights or remedies provided by law.


 


Section 9.3Fees
and Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost
or expense.


 


Section 9.4Successors
and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that the Purchasers shall have the right to assign this Agreement to an affiliate or
assignee of the Purchasers reasonably acceptable to the Sellers and no other party hereto may assign, delegate or otherwise transfer
any of its rights or obligations under this Agreement without the consent of each other party hereto, but any such transfer or
assignment will not relieve the appropriate party of its obligations hereunder.


 


Section 9.5Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving
effect to the principles of conflicts of law thereof.


 


Section 9.6Jurisdiction.
Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with,
this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in New York, New York,
and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom)
in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may
now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit,
action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action
or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without
limiting the foregoing, each party agrees that service of process on such party as provided in Section 8.1 shall be deemed effective
service of process on such party. Each party hereto (including its affiliates, agents, officers, directors and employees) hereby
irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby.


 


Section 9.7Counterparts;
Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party
hereto shall have received counterparts hereof signed by all of the other parties hereto. No provision of this Agreement is intended
to confer upon any third party any rights or remedies hereunder.


 


Section 9.8Entire
Agreement. This Agreement and the Exhibits and Schedules hereto constitute the entire agreement between the parties with respect
to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between
the parties with respect to the subject matter hereof.


 


Section 9.9Captions.
The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.


 


Section 9.10Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance
of the transactions contemplated hereby is not affected in any manner materially adverse to any parties. Upon such a determination,
the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated
to the fullest extent possible.


 


Section 9.11Specific
Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof
in addition to any other remedy to which they are entitled at law or in equity.


 


Section 9.13Expiration
of Representations, Warranties and Covenants. All covenants, representations and warranties set forth in this Agreement shall
terminate and expire, and shall cease to be of any force or effect, on and after the second anniversary of the Closing Date.


 


[REMAINDER OF THE PAGE INTENTIONALLY
LEFT BLANK]



     

     

    

[SIGNATURE PAGE TO STOCK PURCHASE
AGREEMENT]


 


 


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


 


 


SELLERS:


 


 


/s/
 Shefali Vibhakar      


Shefali Vibhakar


 


 


PURCHASER:


 


 


Saverio Holding Limited


 


By: _/s/ _Yijun HU ______


   Name: Yijun HU


   Title: Director


 


 


/s/ Binbin LI____________


Binbin LI


 


 


/s/ Linzhou WANG_______


Linzhou WANG


 


 


/s/_Ruili WANG_________


Ruli WANG


 


 


/s/ Qiang LIU____________


Qiang LIU


 


 


/s/ Xiufang HU___________


Xiufang HU


 


 


/s/ Hongkai BAI__________


Hongkai BAI


 


 


/s/ Zhongmiao HU_________


Zhongmiao HU


 


COMPANY


 


 


Lyons Liquors Inc.


 


 


By: _/s/_ Shefali Vibhakar ____


Name: Shefali
Vibhakar


Title: Chief Executive Officer, Chief Financial
Officer and Director


 


 


 


 



     

     

    

 


 


 


SCHEDULE A



LIST OF SELLERS



 


 


	
        Name of Seller

         
	Number of Shares	Address	Purchase Price
	Shefali Vibhakar	 9,883,105	
        PO Box 344

        Ellenton FL 34222

         
	$210,000


 


 



     

     

    

SCHEDULE B


LIST OF PURCHASERS


	
        Name of Buyer

         
	Number of Shares	Address
	Saverio Holdings Limited	9,783,105	
        c/o Yijun HU, Wuxia Village, Wuchi Township, YOngjia County,
        Zhejiang Province

         

	Binbin LI	10,000	
        Lixi Village,Lixi Town,Yongjia County,Zhejing Province

         

	Linzhou WANG	20,000	
        No.1,Xinhua Road,Heping District ,Tianjin

         

	Ruli WANG	10,000	
        No.164,Houmenghui Village,Sucheng Town ,Hejian City ,Hebei
        Province

         

	Qiang LIU	20,000	
        No.92,Liujiabao Village,Tengzhuangzi Town,Huanghua City,Hebei
        Province

         

	Xiufang HU	10,000	
        Wuxia Village,Wuchi Town,Yongjia County,Zhejing Province

         

	Hongkai BAI	20,000	
        Wuxi Village,Yongxing Street,Longwan District,Wenzhou
        City,Zhejing Province

         

	Zhongmiao HU	10,000	
        Wuxia Village,Wuchi Town,Yongjia County,Zhejing Province

         



 



     

     

    

Exhibit
A


 


SELLER
DISCLOSURE SCHEDULES


 


 


Schedule 4.7Outstanding Liabilities


As of Closing


 


 


	Lyons Liquors	 	 	 
	Accrued expenses and payables	 
	02/15/2013	 	 	 	 
	 	 	 	 	 
	Accrued officer compensation	 $    71,212.00	 
	Officer loan	 	 $    18,400.00	 
	 	 	 	 $    89,612.00	 
	 	 	 	 	 
	 	 	 	 	 
	Legal	 	 	 $          -  	 
	KC	 	 	 $     3,000.00	 
	 	 	 	 	 


 


 


 


 


 



     

     

    

Schedule 4.9 Taxes


 


 


Tax return filed with the Department of the Treasury Internal Revenue
Service for year ended 2009, 2010, 2011 and 2012.


 


The Company has not received any notice of deficiency or assessment
from any taxing authority with respect to liability or penalties for taxes which has not been fully paid or finally settled. 



     

     

    

Schedule 4.14Related
Party Transactions


 


 


Ms. Vibhakar had advanced $18,400 to the Company for working
capital purposes. These amounts are due on demand and have no stated interest rate.



     

     

    

Schedule 4.21Material Contracts


 


 


As of December 31, 2012, the Company had accrued $71,212 in compensation
payable to Ms. Vibhakar. In addition, Ms.Vibhakar had advanced $18,400 to the Company for working capital purposes. These
amounts are due on demand and have no stated interest rate.