STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into this 28th day of April 2006 by and among EVOLVE ONE, INC., a Delaware corporation (“EVLO”), IRWIN HOROWITZ (“Horowitz”), DIVERSIFAX, INC., a Delaware corporation (“Diversifax”) and CERTAIN PRINCIPAL STOCKHOLDERS OF EVLO in addition to Horowitz and Diversifax as listed on the signature pages and Exhibit A hereto (Horowitz, Diversifax and such other stockholders are hereinafter sometimes referred to collectively as the “Stockholders”), and the purchasers of common stock consisting of PROGRESS PARTNERS, INC., a Florida corporation, YEWEN XI and DAVID STEIN (collectively referred to as the “Purchasers”).
A. The Stockholders are the beneficial owners of 42,692,228 shares of Common Stock of EVLO hereinafter described, exclusive of any warrants or options to purchase Common Stock of EVLO;
B. It is the intention of the parties hereto that: (i) the Purchasers shall acquire 41,557,078 shares of Common Stock (the “Shares”) of EVLO from the Stockholders in consideration for the payment described below (the “Stock Purchase”); and (ii) the Stock Purchase shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of 1933 (the “Act”); and
C. The Stockholders and Purchasers agree that in order to facilitate the Stock Purchase that the Stockholders will deposit the Shares in escrow, and the Purchasers will deposit the consideration therefor in escrow pending the closing of the Stock Purchase.
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, the parties hereto agrees as follows:
SECTION 1. PURCHASE OF SHARES
1.1. Share Purchase. The Stockholders and the Purchasers hereby agree that the Purchasers shall on the Closing Date purchase from the Stockholders the Shares in consideration for $371,661 and other consideration as hereinafter provided. The cash payment that each of the Stockholders is to receive and the Shares of each of the Stockholders beneficially owned by them and to be delivered in escrow for ultimate transmittal to the Purchasers is set forth on Exhibit A hereto. Concomitantly, the number of the Shares which each of the Purchasers will be entitled to receive pursuant to this Agreement is also set forth on Exhibit A hereto.
1.2. Discharge of Certain Expenses. Upon execution of this Agreement, the Purchasers agree to defray the expenses to be incurred by Webb & Company, P.A. and Schneider Weinberger & Beilly LLP in connection with the completion of the fiscal 2005 year end audit, and the preparation of the Annual Report on Form 10-KSB to be filed by EVLO with the Securities and Exchange Commission. Except for any liabilities associated with such professional services not discharged at the time of the closing of this transaction, at the time of Closing (hereinafter described), there shall be no liabilities of EVLO. In addition, at the time of Closing, Purchasers shall reimburse Diversifax for expenses incurred and paid by Diversifax in the amount of $53,339.
1.3. Investment Intent. The Shares have not been registered under the Act and may not re resold unless the Shares are registered under the Act or an exemption from such registration is available.
The Purchasers represent and warrant that they are acquiring the Shares for their own account, for investment, and not with a view to the sale or distribution of the Shares. Each certificate representing the Shares will have legends thereon incorporating language as follows:
“The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”). The shares have been acquired for investment and may not be sold or transferred in the absence of an effective Registration Statement for the shares under the Act unless, in the opinion of counsel satisfactory to the Company, registration is not required under the Act.”
1.4. Escrow Arrangements. Upon execution hereof by the Stockholders and the Purchasers and pending the closing, $371,661 shall be deposited in a non-interest bearing escrow account with Schneider Weinberger & Beilly LLP as escrow agent (the “Escrow Agent”) together with the Shares, pursuant to the terms of an Escrow Agreement attached hereto as Exhibit B. Subject to satisfaction of the terms and conditions of this Agreement, on the Closing Date, (i) the Escrow Agent shall deliver to the Purchasers in accordance with the terms of the Escrow Agreement the Shares, which shall be duly executed and with appropriate medallion guaranteed stock powers and corporate powers as required, and (ii) the Escrow Agent shall deliver to the Stockholders the consideration payable to each of the Purchasers as listed on Exhibit A hereto. By execution of this Agreement, the Stockholders agree to the terms and provisions of the Escrow Agreement, notwithstanding that they have not executed the Escrow Agreement.