Stock Purchase Agreement
Dated as of 10. 30. 2015
By and Among
POWER GALA CORP.
AND
THE SELLERS
(AS LISTED ON SCHEDULE I)
AND
Fortunes Capital financial holding gourp limited
and
ALFA IDG S CORP
The Purchasers
(as listed on Schedule iI)
1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, (this "Agreement") is made this 30th day of October, 2015, by and among the Sellers listed on Schedule I (each a "Seller" and, collectively, the "Sellers"), the Purchasers listed on Schedule II (each a "Purchaser" and, collectively, the "Purchasers"), and Power Gala Corp., a Delaware corporation, ("PLWR" or the "Company"). The Sellers, the Company, and the Purchasers may be referred to herein each as a "Party" and collectively, as the "Parties".
WITNESSETH:
WHEREAS, the Sellers arethe record owners of 9,755,000 (the
"Shares"), representing 99.99% of the Company's common stock, par value $0.0001
per share (the "Common Stock"); and;
WHEREAS, pursuant to the terms and conditions of this Agreement,
Sellers desire to sell to the Purchasers and the Purchasers desire to purchase
from the Sellers the Shares provided in Schedule II (the "Acquisition"), for an
aggregate purchase price of $275,000 (the "Purchase Price").
NOW THEREFORE, in consideration of the mutual promises, covenants and
representations contained herein, the parties herewith agree as follows:
ARTICLE I
SALE OF SECURITIES
1.01
PURCHASE AND SALE.
SUBJECT TO AND UPON THE TERMS AND CONDITIONS
OF THIS AGREEMENT, ON THE CLOSING DATE (DEFINED BELOW), THE SELLERS SHALL SELL,
ASSIGN, TRANSFER, CONVEY, AND DELIVER TO PURCHASERS, AND PURCHASERS SHALL
PURCHASE FROM THE SELLERS, THE SHARES.
1.02
PURCHASE PRICE.
SUBJECT TO AND UPON THE TERMS AND CONDITIONS OF
THIS AGREEMENT, ON THE CLOSING DATE, THE PURCHASERS SHALL PAY TO THE SELLERS, IN
FULL PAYMENT FOR THE SHARES AND IN RELIANCE UPON THE REPRESENTATIONS AND
WARRANTIES MADE HEREIN BY THE SELLERS, THE PURCHASE PRICE TO THE SELLERS.
1.03
CLOSING.
(A)
THE SALE AND DELIVERY OF THE SHARES TO PURCHASERS, THE PAYMENT
OF THE PURCHASE PRICE TO SELLERS, AND THE CONSUMMATION OF THE OTHER RESPECTIVE
OBLIGATIONS OF THE PARTIES HERETO CONTEMPLATED BY THIS AGREEMENT WILL TAKE PLACE
AT A CLOSING (THE "CLOSING"), WHICH WILL TAKE PLACE AT A MUTUALLY ACCEPTABLE
LOCATION AND DATE (THE "CLOSING DATE").
(B)
AT THE CLOSING:
(I)
THE
SELLERS SHALL DELIVER TO THE PURCHASERS A CERTIFICATE (OR CERTIFICATES) FOR THE
SHARES, ALONG WITH A FULLY EXECUTED STOCK POWER DULY ENDORSED IN FORM FOR
TRANSFER TO THE PURCHASERS.
(II)
THE
PURCHASERS SHALL PAY TO THE SELLERS THE NET PURCHASE PRICE FOR THE SHARES.
(C)
AT AND AT ANY TIME AFTER THE CLOSING, THE PARTIES SHALL DULY
EXECUTE, ACKNOWLEDGE AND DELIVER ALL SUCH FURTHER ASSIGNMENTS, CONVEYANCES,
INSTRUMENTS AND DOCUMENTS, AND SHALL TAKE SUCH OTHER ACTION CONSISTENT WITH THE
TERMS OF THIS AGREEMENT TO CARRY OUT THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
(D)
ALL REPRESENTATIONS, COVENANTS AND WARRANTIES OF THE PURCHASERS
AND SELLERS CONTAINED IN THIS AGREEMENT SHALL BE TRUE AND CORRECT ON AND AS OF
THE CLOSING DATE WITH THE SAME EFFECT AS THOUGH THE SAME HAD BEEN MADE