Kranem Corporation: Exhibit 10.1 - Filed by newsfilecorp.com






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”), to be effective on November 1, 2011
(the “Effective Date”), is by and between Adora ICT Srl, an Italian
corporation (the “Company”), Kranem Corporation, a Colorado corporation
(the “Purchaser”), Massimo Santangelo who is the Chief Executive Officer
(Amministratore Unico) of the Company (“Mr. Santangelo”), Cristina Carra
(“Mrs. Carra”), an individual, who owns 50 % of the Company, and
E-Company Srl (“E-Company”), represented by its Chief Executive Officer
(Amministratore Unico), Mr. Giovanni Fiori, which owns 50% of the Company,
(Mrs. Carra with E-Company, the “Sellers”). The Company,
the Purchaser, Mr. Santangelo, Mrs. Carra and E-Company 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; 

     WHEREAS, the Sellers own 100%
of the Company; and

     WHEREAS, the Company
consents to the sale of the Company 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 Company. The Sellers agree to sell to the
Purchaser and the Purchaser agrees to purchase the Company for a total price
equal to _____ of the 2011 revenues of the Company as identified in the audit of
the Company’s financials to be completed as soon as possible after the Effective
Date (the “Purchase Price”),
_____ of which shall be paid in cash (the
“Cash Consideration”) and
_____ of which shall be paid in the common stock
of the Purchaser (the “Common Stock”) calculated using the closing market
price of the Company’s stock (the “Stock Consideration”) on the Effective
Date. The Cash Consideration shall be paid as follows: (a)
_____ of the cash shall
be paid at the later of the day after the date (i) that the 2011 audit (the
“2011 Audit”) of the Company is completed or (ii) the Purchaser closes
its next round of equity financing; (b) 
_____ of the cash shall be paid on the day
after the date that the 2012 audit (the “2012 Audit”) of the Company is
completed provided that the revenues and earnings of the Company before income
tax (“EBIT”) is the same or better than the revenues and EBIT in the 2011 Audit. The Stock Consideration shall be paid as follows:
(a) _____ shall be paid within one day of the completion of the 2011 Audit and (b)
_____ shall be paid within one day of the completion of the 2012 Audit if the
revenues and net income of the Company is the same or better that the revenues
and EBIT in the 2011 Audit. The Parties agree that the 2011 Audit and the 2012
Audit shall be conducted in accordance with US GAAP. The Parties agree and each
Seller acknowledges that the Stock Consideration and the Cash Consideration
shall be split between the Sellers on the basis of each Seller’ percent
ownership of the Company.

1 of 9




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

SPA

          (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”). The Purchaser shall deliver
or cause its transfer agent to deliver to the Sellers stock certificates in the
name of each of the Sellers split in accordance with Section 1(b) above as soon
as possible after the Closing.

          (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.

2 of 9




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

SPA

               (ii)
Restriction on Transfer. The Owner shall not transfer, assign, encumber
or otherwise dispose of any of the Purchaser Shares except in accordance with
all federal and state securities law.

               (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. Santangelo hereby covenant
to the Purchaser that Mr. Santangelo, 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. The Company
agrees to continue to employ Mr. Santangelo for five years after the Effective
Date provided he is not guilty of (i) a crime, (ii) unethical activities, (iii)
disloyalty to the Company, (iv) moral turpitude, (v) in connection with the
performance of Employee’s duties (a) gross misconduct, (b) breach of fiduciary
duty, or (c) insubordination (d), (vi) dishonesty or theft, or (vii)
disparagement of the Company, its officers, directors, shareholders or other
employee.

     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.

3 of 9




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

SPA

          (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)
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.

          (e)
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.

          (f)
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. 

          (g)
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”).

          (h)
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.

          (i)
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:

4 of 9




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

SPA

          (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. 

          (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:

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 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:

          (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.

6 of 9




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

SPA

          (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.

          (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.

7 of 9




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

SPA

          (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 Consideration as set forth in Section 1(a) above; or (ii)
issue an additional US$_____ 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
date on which the 2012 Audit is completed that the representations and
warranties set forth in Sections 2 or 3 above are not true and accurate, the
Purchaser, at the Purchaser’s sole option, may (iii) cancel this Agreement and
require each Seller to refund the Cash Consideration and return the Purchaser
Shares; or (iv) require each Seller to return
_____ of the Cash Consideration and
return _____ of the Purchaser Shares.

          (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.

          (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/ Edward Miller	For E-Company 
	Name: Edward Miller	Signature: /s/ Amministratore Unico
  
	Title: Chief Financial Officer 	Title: Amministratore Unico 
	Date Signed: December 21, 2011 (last signature received)  	Date Signed: December 20, 2011



	  	Name: Giovanni Fiori 
	  	Date Signed: 
	 	 
	THE COMPANY 	Signature: /s/ Cristina Carra 
	  	Name: Cristina Carra 
	Signature: /s/ Massimo Santangelo 	Date Signed: December 20, 2011
	Name: Massimo Santangelo 	  
	Title: Amministratore Unico 	  
	Date Signed: December 20, 2011	  
	 	 
	MR. SANTANGELO 	  
	 	 
	Signature: /s/ Massimo Santangelo 	  
	Name: Massimo Santangelo 	  
	Date Signed: December 20, 2011	  


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