Kranem Corporation: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

Confidential Treatment Requested. Confidential portions of
this document have
been redacted and have been separately filed with
the SEC.


SPA 

STOCK PURCHASE AGREEMENT 

THIS Restricted Stock Purchase Agreement (the
“Agreement”), made on November 30, 2011(the “Effective Date”), is
by and between, Alessandro D’Alesio (“Mr. D’ Alesio,” who is the Chief
Executive Officer (Amministratore Unico) of the Company), an individual, Alfa
Sistemi Telemedia Srl, an Italian corporation (the “Company”), Maria
Fausto Greco (“Ms. Greco”), an individual, who owns 99% of the Company,
Aldo Greco (“Mr. Greco,” collectively with Ms. Greco, the
“Sellers”), an individual, who owns 1 % of the Company (and Kranem
Corporation, a Colorado corporation (the “Purchaser”). Mr. D’Alesio, Ms.
Greco, Mr. Greco, the Company and the Purchaser are hereinafter sometimes
referred to collectively as the “Parties” and individually as a
“Party.”

WHEREAS, the Purchaser wishes to purchase from the
Sellers all of the Purchaser’s shares of the of the Company (the “Company Shares”) under the terms and conditions of this Agreement;

WHEREAS, the Sellers desire to sell to the Purchaser the
Company Shares under the terms and conditions of this Agreement; and 

WHEREAS, the Company consents to the sale of the Company
Shares by the Sellers to the Purchaser under the terms and conditions of this
Agreement.

NOW, THEREFORE, in
consideration of the mutual promises contained herein and other good and
valuable consideration, receipt of which is hereby acknowledged, the Parties to
this Agreement agree as follows: 

1. Sale of the Shares. 

(a) Sale of the
Shares. The Sellers agree to sell to the Purchaser and the
Purchaser agrees to purchase the Company Shares for a total price ***** (the
“Purchase Price”), part of which shall be paid in cash and part of which
shall be paid in the common stock of the Purchaser (the “Common Stock”)
as follows: (a) ***** in cash (the “Cash Consideration”), which shall be
wired to the bank account specified by the Sellers on the later of (i) six
months of the Effective Date or (ii) the date of the Company’s next financing
(the “Next Financing”); and (b) ***** shares of the common stock (the
“Common Stock”) of the Purchaser (the “Stock Consideration” or the
“Purchaser Shares”), which is worth approximately ***** at the current
market price of $1.0 per share and shall be issued to the Sellers at the
Closing.

(b) Closing;
Delivery. The closing of this Agreement shall take place on the
Effective Date at the Purchaser’s offices at 10:00 a.m., California standard
time, or at such other time and place as the Sellers, the Company and the
Purchaser mutually agree (the “Closing”). At the Closing, the Sellers
shall deliver or cause the Company to deliver to the Purchaser the stock
certificate for the Company Shares in the name of the Sellers. The Purchaser
shall deliver or cause its transfer agent to deliver to the Sellers the stock
certificate in the name of the Sellers as soon as possible after the Closing.


1 of 8 




Confidential Treatment Requested. Confidential portions of
this document have
been redacted and have been separately filed with
the SEC.


SPA 

(c) Restricted
Securities. The Sellers hereby confirm that they have been informed that
the Purchaser Shares are “restricted securities” under the Securities Act of
1933, as amended (the “1933 Act”). The Sellers, jointly and severally,
acknowledge that the Purchaser Shares may not be resold or transferred unless
the Purchaser Shares are first registered under the federal securities laws or
unless an exemption from such registration is available. Each Seller hereby
acknowledges that he/she is prepared to hold the Purchaser Shares for an
indefinite period. Each Seller acknowledges that he/she is aware that Rule 144
of the Securities and Exchange Commission issued under the 1933 Act is not
presently available to exempt the sale of the Purchaser Shares from the
registration requirements of the 1933 Act. The Parties acknowledge that the
requirements of Rule 144 are subject to change at any time.

(d) Disposition of the
Shares. Subject to the terms of this Agreement, each Seller hereby
agrees that he/she shall transfer, sell or otherwise dispose of the Purchaser
Shares in accordance with Rule 144. The Purchaser shall not be required to
transfer on its books any Purchaser Shares, which have been sold or transferred
in violation of the provisions of this Agreement. The Purchaser shall not be
required to treat any transferee to whom the Purchaser Shares have been
transferred in contravention of this Agreement as the owner of the Purchaser
Shares. 

(f) Transfer Restrictions.

(i) Definition of Owner.
For purposes of this Agreement, the term “Owner” shall include each
Seller and all subsequent holders of the Purchaser Shares, who derive their
ownership through a permitted transfer from each Seller in accordance with
subsection 1(f)(ii) below. 

(ii) Restriction on
Transfer. The Owner shall not transfer, assign, encumber or otherwise
dispose of any of the Purchaser Shares without the prior written consent of the
Purchaser.

(iii) Obligations of
Transferee. Each person to whom the Purchaser Shares are transferred by
means of one of the permitted transfers must, as a condition precedent to the
validity of such transfer, acknowledge in writing to the Purchaser that such
person is bound by the provisions of this Agreement. 

(g) Company
Consent. The Company hereby consents to the sale of the Company Shares
by the Sellers to the Purchaser and agrees to take whatever steps and file or
issue whatever documents necessary to effectuate the sale of the Company Shares
and the intent of this Agreement. 

(h) Employment and
Non-compete. As additional consideration for the Purchaser to purchase
the Company Shares from the Sellers and issue the Purchaser Shares to the
Sellers, the Sellers and Mr. D’Alesio hereby covenant to the Purchaser that Mr.
D’Alesio, to the greatest extent allowed under applicable law, will (i) continue
to work for the Company as the Chief Executive Officer (Amministratore Unico) at an annual
salary of ***** (which salary shall be reviewed annually by the Board), for five
years from the Effective Date provided the Company does not significantly change
his responsibilities or his compensation; and (ii) not work for a competitor of
the Company nor compete with the Company for two years after his termination by
the Company.

2 of 9 




Confidential Treatment Requested. Confidential portions of
this document have
been redacted and have been separately filed with
the SEC.


SPA 

(i) *************************************************. 

(j) Breakup Fee. The
Purchaser agrees to pay to the Sellers ***** (split by the percent ownership of
Ms. Greco and Mr. Greco) a breakup fee if the transaction does not close at the
later of (i) six months of the Effective Date or (ii) the closing of the Next
Financing, provided that the closing is not delayed or prevented by the acts of
Ms. Greco, Mr. Greco, Mr. D’Alesio, or the Company.

2. Representations
and Warranties of the Company and the Sellers. The Company and
each Seller, jointly and severally, hereby represents and warrants to the
Purchaser that: 

(a) Organization, Good
Standing and Qualification. The Company is a corporation duly
organized, validly existing and in good standing under the laws of Italy and has
all requisite corporate power and authority to carry on its business as now
conducted and as proposed to be conducted. 

(b)
Authorization. All corporate action on the part of the
Company, its officers, directors and shareholders necessary for the
authorization, execution and delivery of this Agreement and the authorization,
sale, issuance and delivery of the Company Shares and the performance of all
obligations of the Company hereunder has been taken or will be taken prior to
the Closing.

(c) Valid
Obligations. The Agreement, when executed and delivered by the Sellers,
Mr. Alesio and the Company, shall constitute valid and legally binding
obligations of the Sellers and the Company, enforceable against the Sellers and
the Company in accordance with their terms.

(d) Outstanding Company
Shares. The Company Shares constitute all of the outstanding stock of
the Company and there are no shareholders of the Company other than the Sellers.


(e) Capital Stock.
All the outstanding capital stock of the Company, including the Company Shares,
is validly issued, fully paid and nonassessable. All outstanding the Company
capital stock has been issued in full compliance with applicable law.

(f) Intellectual
Property. The Company exclusively owns all right, title and interest to
and in the Company’s intellectual property described to the Purchaser during
discussions in connection with this Agreement free and clear of any
Encumbrances. 

3 of 9 




Confidential Treatment Requested. Confidential portions of
this document have
been redacted and have been separately filed with
the SEC.


SPA 

(g) Assets. The
Sellers own, and has good and valid title to, all of the assets set forth in the
Company’s financial statements, given to the Purchaser during discussions in
connection with this Agreement, free and clear of any encumbrances. 

(h) Articles of
Incorporation. The Company and the Sellers have delivered to the
Purchaser accurate and complete current copies of the Company’s articles of
incorporation and bylaws.

(i) Financial
Statements. The Company and the Sellers have delivered to the Purchaser
accurate and complete current copies of the Company’s financial statements,
which shall cover the period through the end of the second quarter of 2011
(“Financial Statements”). 

(j) Legal
Requirements. The Company is in full compliance with each legal
requirement that is applicable to it or to the conduct of its business or the
ownership or use of any of its assets and the Company has at all times been in
full compliance with each legal requirement that is or was applicable to it or
to the conduct of its business or the ownership or use of any of its assets.


(k) Full
Disclosure. This Agreement does not contain any untrue statement of fact
and does not omit to state any fact necessary to make any of the
representations, warranties or other statements or information contained therein
not misleading. All of the information regarding the Company and its business,
condition, assets, liabilities, operations, financial performance, net income
and prospects that has been furnished to the Purchaser or any of the Purchaser’s
Representatives by or on behalf of the Sellers or the Company is accurate and
complete in all respects. Each Seller agrees and acknowledges that, if a
liability or debt owed by the Company on the Effective Date has not been
previously identified in writing in the Financial Statements given to the
Purchaser on or before the Effective Date will be transferred to and become the
liability and debt of the Sellers and shall not be a liability or debt of the
Company or the Purchaser.

3. Representations and
Warranties of the Sellers. Each Seller hereby severally
represents and warrants to the Purchaser that: 

(a) Purchase Entirely for
Own Account. The Purchaser Shares (“Securities”) to be
acquired by each of the Sellers will be acquired for investment for the Seller’s
own account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and each of the Sellers has no present
intention of selling, granting any participation in, or otherwise distributing
the same.

(b) Knowledge. Each Seller is aware of the Purchaser’s business affairs and financial
condition and has acquired sufficient information about the Purchaser to make an
informed and knowledgeable decision to acquire the Securities. 

(c) Restricted
Securities. Each Seller understands that the Securities are
“restricted securities” under applicable U.S. federal and state securities laws.
Each Seller acknowledges that the Company has no obligation to register or
qualify the Securities for resale.

4 of 9 




Confidential Treatment Requested. Confidential portions of
this document have
been redacted and have been separately filed with
the SEC.


SPA 

(d) Accredited
Investor. Each Seller is an “Accredited Investor” as defined in
Rule 501(a) of Regulation D promulgated under the Act. 

4. Representations
and Warranties of the Purchaser. The Purchaser hereby represents
and Warrant to each Seller that 

(a) Organization, Good
Standing and Qualification. The Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of California
and has all requisite corporate power and authority to carry on its business as
now conducted and as proposed to be conducted. 

(b) Authorization.
All corporate action on the part of the Purchaser, its officers, directors and
shareholders necessary for the authorization, execution and delivery of this
Agreement and the authorization, sale, issuance and delivery of the Purchaser
Shares and the performance of all obligations of the Purchaser hereunder has
been taken or will be taken prior to the Closing.

(c) Valid
Obligations. The Agreement, when executed and delivered by the
Purchaser, shall constitute valid and legally binding obligations of the
Purchaser, enforceable against the Purchaser in accordance with their terms.


(d) Capital Stock.
All of the outstanding capital stock of the Purchaser is, and upon issuance of
the Purchaser Shares pursuant to this Agreement, all of the Purchaser Shares
will be, validly issued, fully paid and nonassessable. All outstanding the
Purchaser’s capital stock has been issued in full compliance with applicable
law.

5. Conditions of the
Purchaser’s Obligations at Closing. The obligations of the
Purchaser to each Seller under this Agreement are subject to the fulfillment, on
or before the Closing, of the following conditions, unless otherwise waived:


(a) Representations and
Warranties. The representations and warranties of each Seller and
the Company contained in Sections 2 and 3 shall be true on and as of the Closing
with the same effect as though such representations and warranties had been made
on and as of the date of the Closing. 

(b)
Qualifications. All authorizations, approvals or permits,
if any, of any governmental authority or regulatory body of the United States or
of any country or state that are required in connection with the lawful issuance
and sale of the Securities pursuant to this Agreement shall be obtained and
effective as of the Effective Date. 

6. Conditions of the
Sellers’ Obligations at Closing. The obligations of each Seller
under this Agreement are subject to the fulfillment, on or before the Closing,
of the following conditions, unless otherwise waived: 

5 of 9 




Confidential Treatment Requested. Confidential portions of
this document have
been redacted and have been separately filed with
the SEC.


SPA 

(a) Representations and
Warranties. The representations and warranties of the Purchaser
contained in Section 4 shall be true on and as of the Closing with the same
effect as though such representations and warranties had been made on and as of
the Closing. 

(b)
Qualifications. All authorizations, approvals or permits,
if any, of any governmental authority or regulatory body of the United States or
of country or any state that are required in connection with the lawful issuance
and sale of the Securities pursuant to this Agreement shall be obtained and
effective as of the Closing.

7. Miscellaneous. 

(a) Successors and
Assigns. The terms and conditions of this Agreement shall inure
to the benefit of and be binding upon the respective successors and assigns of
the Parties. Nothing in this Agreement, express or implied, is intended to
confer upon any Party other than the Parties hereto or their respective
successors and assigns any rights, remedies, obligations, or liabilities under
or by reason of this Agreement, except as expressly provided in this Agreement.


(b) Governing Law;
Venue. This Agreement and all acts and transactions pursuant
hereto and the rights and obligations of the Parties hereto shall be governed,
construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of law. The Parties
acknowledge that any action brought by a Party to interpret or enforce any
provision of this Agreement shall be brought in, and the other Parties agree to
and do hereby, submit to the jurisdiction and venue of, the courts of Santa
Clara County in the state of California.

(c) Facsimile and
Counterparts. This Agreement may be signed by facsimile and
executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument. 

(d) Titles and
Subtitles. The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement. 

(e) Notices. Any notice required or permitted by this Agreement shall be in writing and
shall be deemed sufficient upon receipt, when delivered personally or by
courier, overnight delivery service or confirmed facsimile, or forty-eight (48)
hours after being deposited in the U.S. mail as certified or registered mail
with postage prepaid, if such notice is addressed to the Party to be notified at
such Party’s address or facsimile number is set forth in such Party’s files.


(f) Finder’s
Fee. Each Party represents that it neither is nor will be
obligated for any finder’s fee or commission in connection with this
transaction. Each Party agrees to indemnify and to hold harmless the other
Parties from any liability for any commission or compensation in the nature of a
finder’s fee (and the costs and expenses of defending against such liability or
asserted liability) for which such Party or any of its officers, employees, or
representatives is responsible.

6 of 9 




Confidential Treatment Requested. Confidential portions of
this document have
been redacted and have been separately filed with
the SEC.


SPA 

(g) Amendments and
Waivers. Any term of this Agreement may be amended or waived only
with the written consent of the Company and the holders of at least a majority
in interest of the Note. Any amendment or waiver affected in accordance with
this Section 7(g) shall be binding upon the Purchaser and the transferee of the
Securities, the future holder of all such Securities, and the Company. 

(h)
Severability. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, the Parties agree to
renegotiate such provision in good faith, in order to maintain the economic
position enjoyed by the Party as close as possible to that under the provision
rendered unenforceable. In the event that the Parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (iii)
the balance of the Agreement shall be enforceable in accordance with its terms.


(i) Entire
Agreement. This Agreement and the documents referred to herein
constitute the entire agreement between the Parties hereto pertaining to the
subject matter hereof, and any and all other written or oral agreements existing
between the Parties hereto are expressly canceled. 

(j)
Exculpation. Each Seller acknowledges that he/she is not
relying upon any person, firm or corporation, other than the Purchaser and its
officers and directors, in making its decision to accept the Purchaser Shares as
partial consideration for his sale of the Company Shares.

(k) Sellers
Remedies. In addition to any other remedy available to the Sellers at
law or in equity, each Seller, at such Seller’s option, may require the
Purchaser to (i) return the Company Shares to the Sellers if the Purchaser does
make the Cash Contribution as set forth in Section 1(a) above; or (ii) issue an
additional ***** of the Purchaser common stock at the same price as the
Purchaser Shares. 

(l) Purchaser
Remedies. In addition to any other remedy available to the Purchaser at
law or in equity, if (i) either of the Seller or the Company breaches this
Agreement or (ii) the Purchaser discovers within one year of the Effective Date
that the representations and warranties set forth in Sections 2 or 3 above are
not true and accurate, the Purchaser, at the Purchaser’s option, may (iii)
cancel this Agreement and require each Seller to refund the Cash Contribution
and return the Purchaser Shares; or (iv) require each Seller to return ***** of
the Cash Contribution.

(m) Waiver. No
failure on the part of any Party to exercise any power, right, privilege or
remedy under this Agreement, and no delay on the part of any Party in exercising
any power, right, privilege or remedy under this Agreement, shall operate as a
waiver of such power, right, privilege or remedy; and no single or partial
exercise of any such power, right, privilege or remedy shall preclude any other
or further exercise thereof or of any other power, right, privilege or
remedy.

7 of 9 




Confidential Treatment Requested. Confidential portions of
this document have
been redacted and have been separately filed with
the SEC.


SPA 

(n) Further
Assurances. Each Party hereto shall execute and/or cause to be delivered
to each other Party hereto such instruments and other documents, and shall take
such other actions, as such other Party may reasonably request for the purpose
of carrying out or evidencing any of the Transactions.

[REST OF PAGE INTENTIONALLY LEFT BLANK] 

 

 

8 of 9 




Confidential Treatment Requested. Confidential portions of
this document have
been redacted and have been separately filed with
the SEC.


SPA 

IN WITNESS WHEREOF, the
Parties have executed this Stock Purchase Agreement as of the Effective Date.


	THE PURCHASER 	THE SELLERS 
	  	  
	Signature: /s/ Ajay Batheja                               
    	Signature: /s/ Aldo Greco                            
      
	Name: Ajay Batheja 	Name: Aldo Greco 
	Title: President and CEO 	  
	  	Signature: /s/ Maria Fausto Greco             
     
	THE COMPANY 	Name: Maria Fausto Greco 
	  	  
	Signature:/s/ Alessandro D’Alesio                 
    	Signature: /s/ Alessandro D’Alesio           
    
	Name: Alessandro D’Alesio 	Name: Alessandro D’Alesio 
	Title: President and CEO 	  


The symbol ‘*****’ in this exhibit indicates places where
information has been omitted 
pursuant to a request for confidential
treatment and filed separately with the SEC. 


9 of 9