CUSIP No. 59502G103
Exhibit C
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of December 2, 2008 (the “Effective Date”), by and between Barry Honig (the “Buyer”)
and The Quercus Trust, a California statutory trust (the “Seller”).
RECITALS
WHEREAS, the Seller desires to sell to the Buyer, and the Buyer desires to purchase from the Seller, an aggregate of 2,717,000 shares of common stock of Octillion Corporation, a Delaware Corporation (“Octillion”), and 3,385,100 shares of MicroChannel Technologies Corporation, a Nevada corporation (“MicroChannel”)(and
with Octillion, the “Companies”)(each a “Share,” and collectively the “Shares”) in accordance with the terms and conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree as follows:
1. Sale of Shares. On the Effective Date, the Seller hereby agrees to sell to the Buyer, and the Buyer hereby agrees to purchase the
Shares from the Seller, the Shares at a price of $0.35 per Share with respect to Octillion Shares and $0.015 per share with respect to Microchannel Shares. The aggregate purchase price (the “Purchase Price”) owed to the Seller for the purchase of the Octillion Shares will be $95,095 and with respect to the Microchannel Shares shall be 50,776.50, for an aggregate purchase price of 145,871.50 (the “Purchase Price”).
2. Deliverables.
2.1 As soon as practicable following the Effective Date, the Buyer shall deliver to Seller the Purchase Price by wire transfer to the address set forth below. The Purchase Price will constitute
the entire consideration to be paid by the Buyer to the Seller for the Shares to the wire transfer address set forth below:
QUERCUS TRUST WIRE TRANSFER INFORMATION:
Citibank
ABA# 021-000-089
A/C Bear Stearns Securities Corp.
A/C# 09253186
FBO: (account name) The Quercus Trust
A/C: (account number) 105-21494-2-2
2.2 As soon as practicable after receipt of the Purchase Price, the Buyer will deliver to the Company’s transfer agent (the “Transfer Agent”)
stock powers for the Shares of each of Octillion and MicroChannel (the “Stock Powers”), in the form attached hereto as Exhibit A, fully endorsed for transfer to the Buyer and each affixed with a Medallion guarantee. The Seller will also deliver to the Company’s transfer agents the original stock certificates which include the Shares to be sold to the Buyer. Pursuant
to the terms of this Agreement, the Seller shall request that, upon the transfer agents receipt of each Stock Power, the transfer agent shall issue and deliver to the Buyer a duly executed stock certificate representing the total number of Shares transferred to the Buyer in the agreement, to be delivered to Barry Honig, at his address set forth below.
3. Seller’s Representations. The Seller represents and warrants to the Buyer
and the Company as follows:
3.1 The Seller owns the Shares beneficially and of record, free and clear of any suit, proceeding, call, voting trust, proxy, restriction, security interest, lien or other encumbrance of any kind or
nature whatsoever (collectively, a “Lien”) and has full power, authority and capacity to transfer and dispose of all the Shares free and clear of any Lien. Upon the payment for and delivery of the Shares as provided in this Agreement, the Buyer will acquire good and valid title to the Shares free and clear of any Lien.
3.2 The execution and delivery of this Agreement by the Seller, the consummation of the transaction contemplated hereby, and the compliance with the terms of this Agreement will not conflict with, result
in the breach of, or constitute a default under, or require any consent or approval under, any agreement, note, indenture, mortgage, deed of trust or other agreement, lease or instrument to which either Seller is a party or by which it may be bound.
3.3 No broker or finder has acted directly or indirectly for the Seller in connection with this Agreement or the transaction contemplated hereby,
and no broker or finder is entitled to any brokerage or finder’s fee or other commission in respect thereof based in any way on agreements, arrangements or understandings made by or on behalf of the Seller.
3.4 This Agreement has been duly authorized, executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with
its terms.
3.5 The Seller’s transfer of the Shares to the Buyer is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities
Act”) and any applicable state securities laws, in each case pursuant to applicable exemptions thereunder, subject to the truth and accuracy of Buyer’s representations and warranties set forth below.
4. Buyer’s Representations. The Buyer represents and warrants to
the Seller and the Company as follows:
4.1 The Buyer has full power and authority to purchase the Shares from the Seller in accordance with this Agreement.
4.2 The Buyer understands that none of the Shares have been registered under the Securities Act. The Buyer also understands that such Shares are being offered, sold and transferred pursuant to applicable
exemptions under the Securities Act and applicable state securities laws.
4.3 The Buyer understands that it will not become a party to any investor rights agreement, registration rights agreement, or similar agreement and will not receive the benefits under any such agreement
with respect to the Shares.
4.4 The execution and delivery of this Agreement by the Buyer, the consummation of the transaction contemplated herein, and the compliance with the terms of this Agreement will not conflict with, result
in the breach of, or constitute a default under, or require any consent or approval under, any note, indenture, mortgage, deed of trust or other agreement, lease or instrument to which the Buyer is a party or by which he may be bound.
4.5 No broker or finder has acted directly or indirectly for the Buyer in connection with this Agreement or the transaction contemplated hereby, and no broker or finder is entitled to any brokerage or
finder’s fee or other commission in respect thereof based in any way on agreements, arrangements or understandings made by or on behalf of the Buyer.
4.6 This Agreement has been duly authorized, executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with
its terms.
4.7 The Buyer is an “accredited investor,” as that term is defined in Regulation D adopted pursuant to the Act.
4.8 The Shares to be acquired by the Buyer from the Seller as contemplated hereunder are being acquired for the Buyer’s own account and not with a view to, or intention of, distribution thereof
in violation of the Securities Act or any applicable state securities laws, and the Shares will not be sold, transferred, pledged or otherwise disposed of by the Buyer in contravention of the Securities Act or any applicable state securities laws or any provision of the charter, bylaws or any stockholders agreement of the Companies.
4.9 The Buyer is sophisticated in financial matters and an existing investor in the companies and is able to evaluate the risks and benefits of the investment in the Shares and make an informed investment
decision.
4.10 The Buyer has also reviewed or has had an opportunity to review such other documents and other information regarding the Companies and their business as requested by the Buyer to the Buyer’s
satisfaction, and Seller has made no representations or warranties, written or oral, regarding the business, results of operation or prospects of the Companies.
4.11 The Buyer understands that the Companies and Seller are relying, and will rely on, the information and representations with respect to the Buyer set forth in this Agreement as to whether the transfer
of the Shares to the Buyer qualifies for an exemption from the registration requirements under the Securities Act, and the Buyer confirms that all such information is true and correct as of the date hereof.
4.12 The Buyer understands that the Buyer must bear the economic risk of his acquisition of the Shares for an indefinite period of time because (1) the acquisition of Shares by the Buyer has not been
registered under the Securities Act or applicable state securities laws; and (2) the Shares may therefore not be sold, transferred, pledged, or otherwise disposed of unless registered for sale under the Securities Act, or unless pursuant to an applicable exemption from registration, and in any event only if the transfer is permitted. The Buyer further acknowledges that an important consideration bearing on his ability to bear the economic risk of his acquisition of Shares is whether the Buyer can afford a complete
loss of such investment in the Companies, and the Buyer confirms that the Buyer can afford a complete loss of such investment in the Companies.
4.13 The Buyer understands that the certificates evidencing the Shares will bear one or more restrictive legends prohibiting the transfer thereof except in compliance with the applicable state and federal
securities laws and with any restrictions on transfer contained in the Companies’ bylaws and/or stockholders’ agreement, as in effect from time to time.
4.14 The Buyer expressly acknowledges and agrees that the Company has made no representations or warranties in connection with the Shares or the transactions contemplated by this Agreement.
5. Miscellaneous Provisions.
5.1 Any number of counterparts of this Agreement may be signed and delivered and each will be considered an original and together they will constitute one agreement.
5.2 This Agreement may not be amended or modified in any respect, except by the mutual written agreement of the parties hereto.
5.3 Each party to this Agreement will pay its own expenses in connection with the transactions contemplated hereby, whether or not such transactions will be consummated.
5.4 This Agreement will be construed and performed in accordance with the laws of the State of California, without regard to the conflicts of law therein. The rights and liabilities of the present parties
will bind and inure to their respective heirs, devisees, personal representatives, successors and assigns.
5.5 This Agreement constitutes the entire agreement among the parties relating to their subject matter and supersede all prior and contemporaneous agreements and understandings of the parties in connection
with such subject matter.
5.6 From and after the date of this Agreement, upon the request of the Seller, the Buyer or the Companies, the Seller or the Buyer, as applicable, will execute and deliver such instruments, documents
or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement as of the date first written above.
BUYER:
/s/ Barry Honig
Barry Honig
595 South Federal Hwy, Suite 600
Boca Raton, Florida 33432
SELLER:
The Quercus Trust
/s/ David Gelbaum
David Gelbaum, Trustee
1835 Newport Blvd.
A109 - PMB 467
Costa Mesa, CA 92627
EXHIBIT A
STOCK POWER
(Stock Assignment Separate From Certificate)
FOR VALUE RECEIVED, The Quercus Trust (“Holder”) hereby sells, assigns and transfers unto Barry Honig, an individual, _____________ shares
of common stock of [Octillion Corporation/MicrocChannel Technologies Corporation], a Nevada corporation (the “Company”) standing in its name on the books of said Company and represented by Certificate Number [ ], and hereby irrevocably constitutes and appoints as Holder’s attorney to transfer the shares on the books of the Company, with full power of substitution
in the premises.
Dated: December __, 2008
THE QUERCUS TRUST
_______________________________
Name: David Gelbaum
Title: Trustee
NOTE: The signature(s) to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatsoever.
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