Brand Neue Corporation - Exhibit 10.2  - Filed by newsfilecorp.com






STOCK PURCHASE AGREEMENT 

          THIS
STOCK PURCHASE AGREEMENT (the “Agreement”) is made and effective this 10th
day of September, 2010 by and between BRAND NEUE CORPORATION, a business
corporation organized and operating under the laws of the State of Nevada (the
“Purchaser”) and ANTONIO GRANDE (“A.Grande”), FIORINO GRANDE,
(“F.Grande”), MICHELE BOSCO (“Bosco”), GEORGE A. MILAS (“Milas”)
and MICHAEL LANCELLOTTI (“Lancellotti”) (A.Grande, F.Grande, Bosco, Milas
and Lancellotti are individually referred to as a “Seller” and collectively, as
the “Sellers”). (Purchaser and the Sellers are individually referred to as
“Party” and collectively referred to as “Parties”). 

BACKGROUND 

          A.     
Each Seller is the owner of record of one hundred (100) shares of the issued and
outstanding shares of voting common stock of InteLEDgent Lighting Solutions,
Inc. (“InteLEDgent Lighting”).

          B.      The
Purchaser wishes to purchase two hundred fifty-five (255) shares of the issued
and outstanding shares of voting common stock of InteLEDgent Lighting (the
“Shares”) from the Sellers. 

          C.      Each
Seller will sell fifty-one (51) of his respective shares of voting common stock
in InteLEDgent Lighting to the Purchaser thereby comprising the two hundred
fifty-five (255) shares being purchased hereunder. 

          D.      Upon
consummation of this Agreement, the Purchaser will own two hundred fifty-five
(255) shares of the voting common stock of InteLEDgent Lighting, which
represents fifty-one percent (51%) of the issued and outstanding shares of
InteLEDgent Lighting. 

          E.     
Upon consummation of this Agreement, each Seller will own forty-nine (49) shares
of the voting common stock of InteLEDgent Lighting and the Sellers,
collectively, will own two hundred forty-five (245) shares of the voting common
stock of InteLEDgent Lighting, which represents forty-nine percent (49%) of the
issued and outstanding shares of InteLEDgent Lighting. 

          F.      In
light of the foregoing, the Purchaser wishes to purchase the Shares from the
Sellers and the Sellers wish to sell the Shares to the Purchaser all on the
terms and conditions and subject to the representations and warranties set forth
below. 

          NOW
THEREFORE, in consideration of the mutual promises and covenants contained
herein, the Parties hereto, intending to be legally bound, hereby covenant and
agree as follows: 

          1.      Purchase
of Shares. The Sellers hereby agree to sell, transfer and deliver
to Purchaser and Purchaser hereby agrees to purchase the Shares from the Sellers
for the consideration listed in Section 2 (the “Consideration”).




          2.      Consideration.
The Consideration provided to the Sellers by Purchaser for the Shares shall
be Two Million Five Hundred Thousand (2,500,000) shares of voting common stock
in the Purchaser, Brand Neue Corporation (the “Brand Neue Shares”). Upon
consummation of this Agreement, each Seller shall be the owner of record of Five
Hundred Thousand (500,000) shares of voting common stock of Brand Neue
Corporation. The Parties agree that the Consideration recited in this Section 2
is the sole and only consideration for this Agreement and that such
consideration is adequate and fair. 

          3.      Closing.
The closing of the transaction provided for in this Agreement shall occur
contemporaneously with the execution of this Agreement (the “Closing”). The
Closing shall occur at the office of Leisawitz Heller Abramowitch Phillips, P.C.
located at 2755 Century Boulevard, Wyomissing, PA 19610, or at such other place
as the Parties may mutually agree upon.

          4.      Sellers’
Deliveries. At Closing, the Sellers shall deliver to the
Purchaser the following: 

                    (a)     
A fully executed copy of this Agreement; and

                    (b)      A
stock certificate issued to the Purchaser for two hundred fifty-five (255)
shares of voting common stock of InteLEDgent Lighting, representing a fifty-one
percent (51%) interest in InteLEDgent Lighting.

          5.      Purchaser’s
Deliveries. At Closing, the Purchaser shall deliver to the
Sellers the following: 

                    (a)     
A fully executed copy of this Agreement; and

                    (b)      Five
(5) stock certificates (one (1) issued to each Seller) for five hundred thousand
(500,000) shares each of voting common stock of the Brand Neue Corporation. 

          6.      Representations
of Sellers. Sellers represent and warrant the following: 

                    (a)      InteLEDgent
Lighting is a newly formed corporation that has not yet engaged in any business
operations and therefore has no unpaid taxes or other liabilities. 

                    (b)     Sellers
have full legal authority to sell the Shares free and clear of all agreements,
liens, charges, claims, calls, options, warrants, equities and other
encumbrances of any nature whatsoever. Following the transfer of the Shares to
Purchaser hereunder, Purchaser shall own such Shares free and clear of all
agreements, liens, charges, claims, calls, options, warrants, equities and other
encumbrances of any nature whatsoever.

                    (c)      This
Agreement has been duly executed and delivered by Sellers and is a valid and
legally binding obligation of each Seller in accordance with its terms. 




                    (d)      Sellers
have no knowledge of any facts or circumstances that would materially affect the
value of the Shares or the Consideration being exchanged for the Shares pursuant
to this Agreement. 

          7.     
Representations of Purchaser. Purchaser represents and
warrants the following: 

                    (a)      Purchaser
has full legal authority to issue/transfer the Brand Neue Shares free and clear
of all agreements, liens, charges, claims, calls, options, warrants, equities
and other encumbrances of any nature whatsoever. Following the transfer of the
Brand Neue Shares to Sellers hereunder, Sellers shall own such Brand Neue Shares
free and clear of all agreements, liens, charges, claims, calls, options,
warrants, equities and other encumbrances of any nature whatsoever.

                    (b)     
No statement made by Purchaser set forth in this Agreement contains or will
contain any untrue statement of a material fact. Nor does any statement made by
Purchaser fail to state a material fact required to be stated herein. 

                    (c)      This
Agreement has been duly executed and delivered by Purchaser and is a valid and
legally binding obligation of Purchaser in accordance with its terms. 

                    (d)      Purchaser
has no knowledge of any facts or circumstances that would materially affect the
value of the Shares or the Consideration being exchanged for the Shares pursuant
to this Agreement. 

          8.     
Survival of Representations. The representations and
warranties made herein by the Seller and Purchaser shall survive the Closing.


          9.      Entire
Agreement. This Agreement and the documents referred to herein
constitute the entire agreement between the Parties with respect to the subject
matter hereof, and shall supersede any prior agreements and understandings
relating thereto. This Agreement may be amended only by a written instrument
duly executed by all the Parties hereto. 

          10.     
Notices. All notices or other documents under this Agreement shall
be in writing and delivered personally or mailed by certified mail, postage
prepaid, addressed to the Parties at their last known addresses. 

          11.     
Non-Waiver. No delay or failure by either Party to exercise
any right under this Agreement, and no partial or single exercise of that right,
shall constitute a waiver of that or any other right, unless otherwise expressly
provided herein. 

          12.      Governing
Law. This Agreement shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania. 

          13.     
Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall be one and the same instrument. 




          14.      Binding
Effect. The provisions of this Agreement shall be binding upon and inure
to the benefit of each of the Parties and their respective heirs, personal
representatives, successors and assigns. 

          IN
WITNESS WHEREOF, the parties have hereunto set their hands as of the date above
first written. 

PURCHASER: 

BRAND NEUE
CORPORATION 

 

BY:
ALEX ELIASHEVSKY

/S/: ALEX
ELIASHEVSKY

TITLE: CHIEF
EXECUTIVE OFFICER 

 

SELLERS: 

/S/ANTONIO
  GRANDE 

  ANTONIO GRANDE


 

/S/
FIORINO
GRANDE

FIORINO GRANDE 

 

/S/MICHELE
BOSCO 
MICHELE
BOSCO 

 

/S/GEORGE
A.
MILAS

GEORGE A. MILAS


 

/S/MICHAEL
LANCELLOTTI

MICHAEL LANCELLOTTI