EX-10.1



 




Exhibit 10.1




AFFILIATE STOCK PURCHASE AGREEMENT




     This Affiliate Stock Purchase Agreement (this “Agreement”), is made as of April 5, 2007, by
and between Frank Cassell of 1157 Taborlake Walk, Lexington, Kentucky 40502 and Tom Cassell of 1157
Taborlake Walk, Lexington, Kentucky 40502 ( Collectively, the “Sellers”) and Bruce Meyers, the
representative of the buyers of the Purchased Shares (defined below) (the “Buyers’ Rep.”).



RECITALS




     WHEREAS, the Sellers are the owner of 15,000,000 restricted shares of common stock, $0.000001
par value (the “Purchased Shares”), of Convention All Holdings, Inc., a Delaware corporation (the
“Company”); and



     WHEREAS, the Sellers propose to sell to the Buyers’ Rep. the Purchased Shares, on the terms
set forth herein.



     WHEREAS, the Sellers hereby represent that they have sold prior to the Closing (as defined)
all or substantially all the assets of the Company and 100% of the authorized issued and
outstanding capital stock of the Company’s wholly-owned subsidiary, (the “Subsidiary Sale”), prior
to the date hereof; and to sell the Purchased Shares without its inclusion.



     In consideration of the premises, representations, warranties and covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:



1. PURCHASE AND SALE



1.1 The Seller hereby agrees to sell, assign, transfer and deliver to the Buyers’ Rep., and the
Buyers’ Rep. hereby agrees to purchase from the Seller, the Purchased Shares for an aggregate
purchase price of US $650,000 (the “Purchase Price”) to be paid in accordance with the provisions
of Section 1.3 below. The Purchase Price has been calculated based upon the following:





	 	(i)	 	60% of the Purchase Price ($390,000.00) as payment to Sellers
in consideration for the Subsidiary Sale and sale of all or substantially all
the assets of the Company.
	 
	 	(ii)	 	40% of the Purchase Price ($260,000.00) as cash for the
Purchased Shares.




1.2 The Purchased Shares shall be transferred to the Buyers’ Rep. pursuant to Section 4(2) and 4(6)
of the Securities Act of 1933, as amended (the “Securities Act”) and will be delivered in
certificate form together with a Medallion Guarantee of signature or other signature guarantee
acceptable to the Company’s transfer agent.



1.3 The closing of the transactions contemplated herein (the “Closing”) shall occur on
the date hereof (the “Closing Date”). At the Closing, the Buyers’ Rep. shall wire the Purchase
Price to an account designated by the Seller in exchange for the Purchased Shares as set forth in
Section 1.2 above.




 









 








2. REPRESENTATIONS WARRANTIES AND COVENANTS OF THE SELLER 



2.1 The Seller warrants, covenants and represents to the Buyers’ Rep. with the intention of
inducing the Buyers’ Rep. to enter into this Agreement that:





	 	(a)	 	immediately prior to and at the Closing, the Seller shall be the legal and
beneficial owner of the Purchased Shares and on the Closing Date, the Seller shall
transfer to the Buyers’ Rep. the Purchased Shares free and clear of all liens,
restrictions, covenants or adverse claims of any kind or character;
	 
	 	(b)	 	the Seller has the legal power and authority to execute and deliver this
Agreement and all other documents required to be executed and delivered by the Seller
hereunder and to consummate the transactions contemplated hereby;
	 
	 	(c)	 	the Seller is, and has been during the past ninety (90) days, an officer,
director, and 10% or greater shareholder and an “affiliate” of the Company, as that
term is defined in Rule 144 promulgated under the Securities Act;
	 
	 	(d)	 	there are no circumstances that may result in any material adverse effect to
the Company or the value of the Purchased Shares that are now in existence;
	 
	 	(e)	 	as of the Closing Date, the Seller shall not be indebted to the Company and the
Company shall not be indebted to the Seller;
	 
	 	(f)	 	the Seller does not now, nor will it prior to or on the Closing Date, own,
either directly or indirectly, or exercise direction or control over, any common stock
of the Company other than the Purchased Shares;
	 
	 	(g)	 	the authorized capital of the Company consists of 1,000,000,000 shares of
common stock, par value $0.001 (“Common Stock”), of which a total of 15,707,600 shares
of Common Stock have been validly issued, are outstanding and are fully paid and
non-assessable;
	 
	 	(h)	 	no person, firm, corporation or any other entity has any right, agreement,
warrant or option, present or future, contingent or absolute, or any right capable of
becoming a right, agreement or option, to require the Company to issue any shares of
its capital stock or to convert any securities of the Company or of any other company
into shares of capital stock of the Company;
	 
	 	(i)	 	the Company has no liabilities, due or accruing, contingent or absolute, and is
not directly or indirectly subject to any guarantee, indemnity or other contingent or
indirect obligation which will not have been paid in full either from the Purchase
Price or prior to payment of the Purchase Price; and the Seller will pay any and all
outstanding liabilities of the Company out of the Purchase Price;
	 
	 	(j)	 	the Company does not beneficially own, directly or indirectly, shares in any
other corporate entity;
	 
	 	(k)	 	the Company prior to the Subsidiary Sale and sale of all or substantially all
the assets of the Companyhad good and marketable title to all of its assets, and such
assets were free and clear of any financial encumbrances;




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	 	(l)	 	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) of the Exchange Act, (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 United States 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;
	 
	 	(m)	 	the Company is not a party to or bound by any agreement or understanding
granting registration, anti-dilution, pre-emptive, tag-along, first refusal or other
rights to any person with respect to any of its equity or debt securities; no person
has a right to purchase or acquire or receive any equity or debt security of the
Company;
	 
	 	(n)	 	the Company is in compliance with the applicable provisions of the
Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder;
	 
	 	(o)	 	contemporaneously herewith, the Sellers as directors will appoint a
representative of the Buyers’ Rep. to the Board of Directors of the Company;
	 
	 	(p)	 	the Sellers have tendered their resignations as an officers and directors of
the Company, to be effective on the Closing Date;
	 
	 	(q)	 	the Sellers agree to execute and deliver such other documents and to perform
such other acts as shall be necessary to effectuate the purposes of this Agreement; and
	 
	 	(r)	 	there are no existing claims against or affecting the Company or the Sellers,
nor are there any actions, suits, judgments, proceedings or investigations pending or,
threatened against or affecting the Company, at law or in equity, before or by any
court, administrative agency or other tribunal or any governmental authority, nor does
there exist any legal basis for same.
	 
	 	(s)	 	Sellers represent that prior to the Closing, the sale of all or substantially
all the assets of the Company and the Subsidiary Sale shall have been completed and
that any all liabilities and duties associated thereto shall be the sole responsibility
of the Sellers. Sellers acknowledge and agree that the Subsidiary Sale and sale of all
or substantially all the assets of the Company is a material inducement for the Buyers’
Rep. to enter into this agreement.
	 
	 	(t)	 	As a condition to Closing, Sellers have received shareholder consent permitting
the Subsidiary Sale and sale of all or substantially all the assets of the Company and
have waived any and all claims in right, title and interest affiliated thereto.
	 
	 	(u)	 	As a condition to Closing, Sellers have received a legal opinion from Counsel
for the Company opining that the Subsidiary Sale and sale of all or substantially all
the assets of




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	 	 	 	the Company prior to Closing is not in violation of applicable Federal Securities
Law or Delaware General Corporations Law.
	 
	 	(v)	 	Sellers hereby agree to indemnify Buyers’ Rep, the Company and the current and
future stockholders in the Company from any and all claims from any current
non-affiliated shareholders in the Company based upon the sale of all or substantially
all the business assets of the Company and the Subsidiary Sale.
	 
	 	(w)	 	The Company has been notified by its stock transfer agent that its shares are
DTC eligible.
	 
	 	(x)	 	The Company’s Registration Statement on Form SB-2 (No. 333-136791) has been
declared effective, no stop orders have been issued by the Commission or any state
regulatory body and the prospectus contained in such registration statement is current.





3. REPRESENTATIONS AND WARRANTIES OF THE BUYERS’ REP. 




     The Buyers’ Rep. represents and warrants to the Seller that the Buyers’ Rep. has the legal
power and authority to execute and deliver this Agreement and to consummate the transactions
contemplated hereby. Upon reasonable investigation, Buyers’ Rep further represents and warrants
that the transaction as described herein does not violate any agreement, court or other order that
the buyers on whose behalf Buyers’ Rep is acting are subject or a party to.



4. INDEMNIFICATION



4.1 The Seller hereby agrees to indemnify and hold harmless the Buyers’ Rep. and the Company
against any losses, claims, damages or liabilities to which the Seller or the Company may become
subject insofar as such losses, claims, damages or liabilities arise out of or are based upon (i)
the business and operations of the Company prior to and up to and including the Closing Date for
which the Company has the primary liability; and in particular, any misrepresentation of the Seller
as contained herein; (ii) the breach by the Seller of any representations and warranties contained
in this Agreement, (iii) any liabilities of the Company relating to the period from the Company’s
inception up through and including the Closing Date, (iv) any matters currently existing that would
negatively affect the validity of the Company’s listing on the Over-the-Counter Bulletin Board and
the effectiveness of the Company’s Form SB-2 resale registration statement (v) the Subsidiary Sale
and sale of all or substantially all the assets of the Company prior to the Closing. and (vi)
claims in right, title and interest made by non-affiliated shareholders based upon the Subsidiary
Sale. Damages of the Buyers’ Rep. are not limited to the Purchase Price received by the Seller
hereunder but will include the Buyers’ Rep.’s or Company’s actual cost of any claims and full costs
of their negotiations and/or defense




5. MISCELLANEOUS



5.1 The parties hereto acknowledge that they have obtained independent legal advice with respect to
this Agreement and acknowledge that they fully understand the provisions of this Agreement.



5.2 Unless otherwise provided, all dollar amounts referred to in this Agreement are in United
States dollars.



5.3 There are no representations, warranties, collateral agreements, or conditions concerning the
subject matter of this Agreement except as herein specified.




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5.4 This Agreement will be governed by and construed in accordance with the laws of the State of
New York, regardless of conflict of laws principles. The parties hereby agree to submit to the
jurisdiction of the federal and state courts located in New York county, of the State of New York
with respect to any legal proceedings arising from this Agreement.



5.5 The representations and warranties of the parties contained in this Agreement shall survive the
closing of the purchase and sale of the Purchased Shares and shall continue in full force and
effect for a period of one year.



5.7 This Agreement may be executed in several counterparts, each of which will be deemed to be an
original and all of which will together constitute one and the same instrument.



5.8 Delivery of an executed copy of this Agreement by electronic facsimile transmission or other
means of electronic communication capable of producing a printed copy will be deemed to be
execution and delivery of this Agreement as of the date set forth on page one of this Agreement.




***SIGNATURE PAGE FOLLOWS***




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Each of the parties hereto has executed this Agreement to be effective as of the day and year first
above written.




	 	 	 
	SELLERS
	 	 
	 
	 	 
	/s/ Frank Cassell
 


	 	 
	Frank Cassell
	 	 
	 
	 	 
	/s/ Tom Cassell
 


	 	 
	Tom Cassell
	 	 
	 
	 	 
	BUYERS’ REP.:
	 	 
	/s/ Bruce Meyers
	 	 
	 

Bruce Meyers, Buyers’ Rep.

	 	 






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