BlackStar Enterprise Group Inc (BEGI)

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8-K - INFINITY CAPITAL GROUP, INC. icg8kjan10v1.txt

EXHIBIT 10.1

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement ("Agreement"), dated as of December 31,
2009, among, Infinity Capital Group, Inc., a Maryland Corporation (the
"Sellers"), and NPI08, Inc. ("NPI") a Delaware Corporation, and BlackStar Energy
Group, Inc. a Colorado Corporation (the "Buyer" or "BSEG").


W I T N E S S E T H:


A. WHEREAS, NPI is a corporation duly organized under the laws of the
State of Delaware.

B. WHEREAS, the Sellers own 6,203,960 shares of common stock of NPI in
the aggregate.

C. WHEREAS, Buyer wishes to purchase an aggregate of 6,203,960 common
shares of common stock, from the Sellers (collectively, the "Purchase Shares"),
and the Sellers desire to sell the Purchase Shares to Buyer free and clear of
liens and encumbrances for a price of $125,000 and issuance of 50,000 newly
issued common shares of NPI post any reverse split subsequent to acquisition by
BSEG. D. NPI is joining in this agreement to provide certain covenants
warranties and representations, and to agree to sell 50,000 common shares (new
issue to seller in consideration for the contribution of 50,000 shares of
Infinity Capital Group, Inc. furnished by a third party.

NOW, THEREFORE, it is agreed among the parties as follows:


ARTICLE I

THE CONSIDERATION

1.1 Subject to the conditions set forth herein, Sellers shall sell to
Buyer and Buyer shall purchase an aggregate of 6,203,960 shares of common stock
of NPI from Sellers. The purchase price for the shares to be paid by Buyer to
Sellers is $125,000 and issuance of 50,000 common shares of NPI post any reverse
split subsequent to acquisition by BSEG (the "Collective Consideration") to
Sellers.

1.2 The purchase price shall be paid by $10,000 as a non-refundable
deposit herewith and $15,000 cash at closing and issuance of a promissory note
from NPI and Buyer in the amount of $100,000 to Seller, due in 2 payments of
$50,000, payment due in 60 days and 120 days from closing or earlier if Buyer
completes a capital raise prior to either such date, secured by a Pledge and
Security Agreement on the shares purchased from Seller.



ARTICLE II

CLOSING AND CONVEYANCE OF SHARES

2.1 The Purchase Shares shall be conveyed by Sellers to Buyer with duly
executed stock powers by depositing with escrow agent Michael A. Littman for
delivery to buyer, upon receipt of payment of note payoff Consideration by
Sellers, and satisfaction of a) the conditions precedent in Article VI, and b)
procedures in Article 5.

2.2 Closing hereunder shall be completed by delivery in escrow to
Michael A. Littman, of the requisite closing documents, consideration and share
certificates on or before December __, 2009 at 5:00 p.m. PST ("Closing Date")
subject to satisfaction of the terms and conditions set forth herein and the
wire transfer of the cash payments required herein, on or before such date.
Consideration may be delivered by Federal Express or wire transfers, and any
closing documents may be delivered by facsimile, Federal Express or other
appropriate means.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERS AND NPI AS TO NPI

Sellers and NPI each hereby, represents, warrants and covenants to
Buyer as follows:

3.1 NPI is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, and has the corporate power
and authority to own or lease its properties and to carry on its business as it
is now being conducted. The Articles of Incorporation and Amendments and Bylaws
of NPI, are complete and accurate, and the minute books of NPI, copies of which
have also been made available to Buyer, contain a record, which is complete and
accurate in all material respects, of all meetings, and all corporate actions of
the shareholders and Board of Directors of NPI.

3.2 (a)The authorized capital stock of NPI consists of 200,000,000
shares of common stock and 10,000,000 shares of Preferred Stock of which no
Class A Preferred Shares are issued and outstanding. There are 7,061,385 shares
of Common Stock of NPI issued and outstanding. All such shares of capital stock
of NPI are validly issued, fully paid, non-assessable and free of preemptive
rights. NPI has outstanding options, warrants, or other rights to purchase, or
subscribe to, or other securities convertible into or exchangeable for any
shares of capital stock of NPI, or contracts or arrangements of any kind
relating to the issuance, sale or transfer of any capital stock or other equity
securities of NPI as shown on Schedule 3.2. All of the outstanding shares of
capital stock of NPI have been offered, issued, sold and delivered in compliance
with applicable federal and state securities laws and none of such securities
were, at the time of issuance, subject to preemptive rights. None of such issued
and outstanding shares is the subject of any voting trust agreement relating to
the voting thereof or restricting in any way the sale or transfer thereof.

(b) The Sellers owns the Purchase Shares that they are conveying
pursuant to this Agreement beneficially and of record, free and clear of any
lien, pledge, security interest or other encumbrance, and, upon payment for the



Purchase Shares as provided in this Agreement, the Buyer will acquire good and
valid title to the Purchase Shares, free and clear of any lien, pledge, security
interest or other encumbrance. None of the Purchase Shares are the subject of
any voting trust agreement or other agreement relating to the voting thereof or
restricting in any way the sale or transfer thereof except for this Agreement.
Sellers have full right and authority to transfer such Purchase Shares pursuant
to the terms of this Agreement.

3.3 NPI does not own nor has it owned, in the last five years, any
outstanding shares of capital stock or other equity interests of any
partnership, joint venture, trust, corporation (other than the subsidiary
CPIN07, Inc. referred to herein), limited liability company or other entity and
there are no obligations of NPI to repurchase, redeem or otherwise acquire any
capital stock or equity interest of another entity.

3.4 This Agreement has been duly authorized, validly executed and
delivered on behalf of the Sellers and NPI and is a valid and binding agreement
and obligation of NPI and Sellers enforceable against the parties in accordance
with its terms, subject to limitations on enforcement by general principles of
equity and by bankruptcy or other laws affecting the enforcement of creditors'
rights generally, and Sellers and NPI have complete and unrestricted power to
enter into and, upon the appropriate approvals as required by law, to consummate
the transactions contemplated by this Agreement.

3 .5 Neither the making of nor the compliance with the terms and
provisions of this Agreement and consummation of the transactions contemplated
herein by Sellers or NPI will conflict with or result in a breach or violation
of the Articles of Incorporation or Bylaws of NPI, or of any material provisions
of any indenture, mortgage, deed of trust or other material agreement or
instrument to which NPI or Sellers are a party, or of any material provision of
any law, statute, rule, regulation, or any existing applicable decree, judgment
or order by any court, federal or state regulatory body, administrative agency,
or other governmental body having jurisdiction over NPI or Sellers, or any of
its material properties or assets, or will result in the creation or imposition
of any material lien, charge or encumbrance upon any material property or assets
of NPI pursuant to the terms of any agreement or instrument to which NPI is a
party or by which NPI may be bound or to which any of NPI property is subject
and no event has occurred with which lapse of time or action by a third party
could result in a material breach or violation of or default by NPI or Sellers.

3.6 There is no claim, legal action, arbitration, governmental
investigation or other legal or administrative proceeding, nor any order, decree
or judgment in progress, pending or in effect, or to the best knowledge of the
Sellers threatened against or relating to NPI or affecting any of its assets,
properties, business or capital stock. There is no continuing order, injunction
or decree of any court, arbitrator or governmental authority to which NPI is a
party or by which NPI or its assets, properties, business or capital stock are
bound.

3.7 NPI has accurately prepared and filed all federal, state and other
tax returns required by law, domestic and foreign, to be filed by it, has paid
or made provisions for the payment of all taxes shown to be due and all
additional assessments, and adequate provisions have been and are reflected in
the financial statements of NPI for all current taxes and other charges to which
NPI is subject and which are not currently due and payable. None of the Federal



income tax returns of NPI have been audited by the Internal Revenue Service or
other foreign governmental tax agency. NPI has no knowledge of any additional
assessments, adjustments or contingent tax liability (whether federal or state)
pending or threatened against NPI for any period, nor of any basis for any such
assessment, adjustment or contingency.

3.8 NPI has delivered to Buyer unaudited financial statements dated
November 30, 2009. All such statements, herein sometimes called "NPI Financial
Statements" are complete and correct in all material respects and, together with
the notes to these financial statements, present fairly the financial position
and results of operations of NPI for the periods indicated. All financial
statements of NPI have been prepared in accordance with generally accepted
accounting principles.

3.9 As of the date hereof, NPI, represents and warrants that all
outstanding indebtedness of NPI is as shown on the financial statements (except
for legal and accounting services related to this transaction) and all such
scheduled indebtedness, if any, will be less than $2,500 at the time of closing.

3.10 Since the date of the NPI Financial Statements, there have not
been any material adverse changes in the business or condition, financial or
otherwise, of NPI. Except for legal and accounting services related to this
transaction, NPI does not have any liabilities, commitments or obligations,
secured or unsecured except as shown on updated financials (whether accrued,
absolute, contingent or otherwise).

3.11 NPI is not a party to any contract performable in the future,
except as shown on Schedule 3.11.

3.12 The representations and warranties of the NPI shall be true and
correct as of the date hereof.

3.13 NPI will have delivered to Buyer, all of its corporate books and
records for review by buyer and its counsel. If Buyer is not satisfied with its
review, it may cancel this contract in its sole discretion.

3.14 NPI has no employee benefit plan in effect at this time, except as
follows on Schedule 3.14.

3.15 No representation or warranty by NPI or the Sellers in this
Agreement, or any certificate delivered pursuant hereto contains any untrue
statement of a material fact or omits to state any material fact necessary to
make such representation or warranty not misleading.

3.16 NPI has conducted no business, (its former subsidiary CPIN07, Inc.
declared Chapter 7 Bankruptcy), and except for legal and accounting services
related to this transaction has incurred no liabilities except for transfer
agent fees and minimal legal fees.

3.18 There have been no material changes, debts, or liabilities
incurred by NPI since the date of financial statements dated November 30, 2009.


ARTICLE IV

TERMINATION OF REPRESENTATION AND
WARRANTIES AND CERTAIN AGREEMENTS; INDEMNIFICATION

4.1 The respective representations and warranties of the parties hereto
shall survive this Agreement for one year and the continuing covenants in this
article shall survive hereafter, pursuant to their terms.

4.2 The right to indemnification or payment of Damages (as defined in
section 4.4) or other remedy based on any representation, warranty, covenant or
obligation of a party hereunder shall not be waived by any investigation
conducted with respect to, or any knowledge acquired (or capable of being
acquired) at any time, whether before or after the execution and delivery of
this Agreement, with respect to the accuracy or inaccuracy of or compliance
with, any such representation, warranty, covenant or obligation.

4.3 The waiver of any condition to a party's obligation to consummate
the transactions contemplated hereunder, where such condition is based on the
accuracy of any representation or warranty, or on the performance of or
compliance with any covenant or obligation, will not affect the right to
indemnification, or payment of Damages, or other remedy based on such
representation, warranty, covenant or obligation.

4.4 Sellers shall indemnify and hold harmless NPI and the Buyer and its
respective officers, directors and affiliates (the "Buyer Indemnified Persons")
for, and will pay to the Buyer Indemnified Persons, the amount of, any loss,
liability, claim, damage (including, without limitation, incidental and
consequential damages), cost, expense (including, without limitation, interest,
penalties, costs of investigation and defense and the reasonable fees and
expenses of attorneys and other professional experts) or diminution of value,
whether or not involving a third-party claim (collectively, "Damages"), directly
or indirectly arising from, attributable to or in connection with:

(a) any representation or warranty made by Sellers or NPI in this
agreement or any closing deliveries, that is, or was at the
time made, false or inaccurate, or any breach of, or
misrepresentation with respect to, any such representation or
warranty; and

(b) any breach by any of the Sellers or NPI of any covenant,
agreement or obligation of NPI or Sellers contained in this
agreement.

(c) any claims or litigation relating to NPI now pending or
threatened or which may hereafter be brought against Buyer
and/or NPI or Sellers based upon events occurring prior to the
date hereof and not attributable to the acts of the Buyer.

(d) any and all actions, suits, proceedings, claims, demands,
assessments, judgments, costs, losses, liabilities and
reasonable legal and other expenses incident to any of the
foregoing.



4.5 Sellers and NPI shall have no liability for indemnification with
respect to any representation or warranty, unless, on or before the second
anniversary of the date hereof, the Buyer notifies the Sellers of a claim
specifying the basis thereof in reasonable detail to the extent then known by
Buyer. A claim with respect to any covenant, agreement or obligation contained
in this agreement, may be made at any time without any time limitation.

4.6 Promptly after receipt by an indemnified party of written notice
(the "Notice of Claim") of the commencement of any action, suit or proceeding
against it, or written threat thereof, such indemnified party will, if a claim
is to be made against an indemnifying party under either of said sections, as
applicable, give notice to the indemnifying party of the commencement of such
action, suit or proceeding. The indemnified party shall furnish to the
indemnifying party in reasonable detail such information as the indemnified
party may have with respect to such indemnification claims (including copies of
any summons, complaint or other pleading which may have been served on it and
any written claim, demand, invoice, billing or other document evidencing or
assenting the same). Subject to the limitations set forth in this section, no
failure or delay by the indemnified party in the performance of the foregoing
shall reduce or otherwise affect the obligation of the indemnifying party to
indemnify and hold the indemnified party harmless except to the extent that such
failure or delay shall have materially and adversely affected the indemnifying
party's ability to defend against, settle or satisfy any action, suit or
proceeding the claim for which the indemnified party is entitled to
indemnification hereunder. The foregoing shall not apply to the extent
inconsistent with the provisions of section 4.8 relating to Proceedings.

4.7 If the claim or demand set forth in the Notice of Claim given by
the indemnified party is a claim or demand asserted by a third party, the
indemnifying party shall have 30 days after the Date of Notice of Claim to
notify the indemnified party in writing of its election to defend such third
party claim or demand on behalf of the indemnified party (the "Notice Period");
PROVIDED, however, that the indemnified party is authorized to file any motion,
answer or other pleading which it deems necessary or appropriate to protect its
interests during the Notice Period. If the indemnifying party elects to defend
such third party claim or demand, the indemnified party shall make available to
the indemnifying party and its agents and representatives all records and other
materials which are reasonably required in the defense of such third party claim
or demand and shall otherwise cooperate (at the sole cost and expense of the
indemnifying party) with, and assist (at the sole cost and expense of the
indemnifying party) the indemnifying party in the defense of, such third party
claim or demand, and so long as the indemnifying party is diligently defending
such third party claim in good faith, the indemnified party shall not pay,
settle or compromise such third party claim or demand. If the indemnifying party
elects to defend such third party claim or demand, the indemnifying party shall
have the right to control the defense of such third party claim or demand, at
the indemnifying party's own expense. If the indemnifying party does not elect
to defend such third party claim or demand or does not defend such third party
claim or demand in good faith, the indemnified party shall have the right, in
addition to any other right or remedy it may have hereunder at the indemnifying
party's expense, to defend such third party claim or demand.

4.8 The term "Date of Notice of Claim" shall mean the date the Notice
of Claim is effective pursuant to section 4.6 of this Agreement.


4.9 A claim for indemnification for any matter not involving a
third-party claim may be asserted by notice to the party from whom
indemnification is sought.

4.10 Any legal action or proceeding with respect to this Agreement or
any matters arising out of or in connection with this Agreement or the
transactions contemplated hereby or the documents executed and delivered in
connection herewith, and any action for enforcement of any judgment in respect
thereof may be brought in the courts of the State of Colorado or of the United
States of America for the District of Colorado, and, by execution and delivery
of this Agreement, the parties each hereby accepts for itself and in respect of
its property, generally and unconditionally, the jurisdiction of the aforesaid
courts and appellate courts thereof. The parties irrevocably consent to service
of process out of any of the aforementioned courts in any such action or
proceeding in accordance with the notice provisions set forth in Section 9.5.
The parties each hereby irrevocably waive any objection that it may now or
hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or in connection with this Agreement or the
transactions contemplated hereby or the documents execute and delivered in
connection herewith brought in the courts referred to above and hereby further
irrevocably waive and agree, to the extent permitted by applicable law, not to
plead or claim in any such court that any such action or proceeding brought in
any such court has been brought in an inconvenient forum. Nothing herein shall
affect the right of any party hereto to serve process in any other manner
permitted by law.

ARTICLE V

PROCEDURE FOR CLOSING

5.1 At the Closing Date, the purchase and sale shall be consummated
after satisfaction of all conditions precedent set forth in Article VI, by
Sellers' common stock certificates for the Purchase Shares being delivered by
Sellers, duly executed, for 6,203,960 shares of common stock to escrow agent,
and the newly issued certificate for 50,000 common shares (post reverse split)
being delivered by NPI to escrow agent and the delivery of the Consideration for
share purchase to Sellers as previously set forth from the Buyer, together with
delivery of all other items, agreements, stock powers, warranties, and
representations set forth in this Agreement.

5.2 Escrow Agent is Michael A. Littman, 7609 Ralston Road, Arvada, CO
80002.


ARTICLE VI

CONDITIONS PRECEDENT TO THE
CONSUMMATION OF THE PURCHASE

The following are conditions precedent to the consummation of the
Agreement on or before the Closing Date:

6.1 Sellers and NPI shall have performed and complied with all of their
respective obligations hereunder which are to be complied with or performed on
or before the Closing Date.


6.2 No action, suit or proceeding shall have been instituted or shall
have been threatened before any court or other governmental body or by any
public authority to restrain, enjoin or prohibit the transactions contemplated
herein, or which might subject any of the parties hereto or their directors or
officers to any material liability, fine, forfeiture or penalty on the grounds
that the transactions contemplated hereby, the parties hereto or their directors
or officers, have violated any applicable law or regulation or have otherwise
acted improperly in connection with the transactions contemplated hereby, and
the parties hereto have been advised by counsel that, in the opinion of such
counsel, such action, suit or proceeding raises substantial questions of law or
fact which could reasonably be decided adversely to any party hereto or its
directors or officers.

6.3 The representations and warranties made by Sellers and NPI in this
Agreement shall be true as though such representations and warranties had been
made or given on and as of the Closing Date, except to the extent that such
representations and warranties may be untrue on and as of the Closing Date
because of changes caused by transactions suggested or approved in writing by
the Buyer.

ARTICLE VII

TERMINATION AND ABANDONMENT


7.1 Anything contained in this Agreement to the contrary
notwithstanding, the Agreement may be terminated and abandoned at any time prior
to or on the Closing Date:

(a) By mutual consent of parties;

(b) By Sellers or Buyer, if any condition set forth in Article VI
relating to the other party has not been met or has not been
waived;

(c) By Sellers or Buyer, if any suit, action, or other proceeding
shall be pending or threatened by the federal or a state
government before any court or governmental agency, in which
it is sought to restrain, prohibit, or otherwise affect the
consummation of the transactions contemplated hereby;

(d) By Sellers or Buyer, if there is discovered any material
error, misstatement or omission in the representations and
warranties of another party; or

(e) By the Sellers, if the Closing does not occur, through no
failure to act by Sellers, on or before December 23, 2009, or
if Buyer fails to deliver the consideration required herein.

7.2 Any of the terms or conditions of this Agreement may be waived at
any time by the party which is entitled to the benefit thereof, by action taken
by its Board of Directors provided; however, that such action shall be taken
only if, in the judgment of the Board of Directors taking the action, such



waiver will not have a materially adverse effect on the benefits intended under
this Agreement to the party waiving such term or condition.


ARTICLE VIII

CONTINUING REPRESENTATIONS AND
WARRANTIES AND COVENANTS

8.1 The respective representations, warranties, and covenants of the
parties hereto and the covenants and agreements of the parties hereto shall
survive after the closing under this Agreement in accordance with the terms
thereof.

8.2 There are no representations whatsoever about any matter relating
to NPI Sellers or any item contained in this Agreement, except as is contained
in the express language of this Agreement.

8.3 Sellers and their agents and attorneys shall have no liability
whatsoever for any matter, omission or representation not specifically disclosed
herein, and Buyer, as a specific inducement to Sellers hereby releases Sellers
and their agents and attorneys and covenant not to sue Sellers, their agents and
attorneys under any circumstances for any matter not specifically and expressly
represented within this document.


ARTICLE IX

MISCELLANEOUS

9.1 This Agreement, together with the Pledge and Security Agreement and
Escrow Agreement embodies the entire agreement between the parties, and there
have been and are no agreements, representations or warranties among the parties
other than those set forth herein or those provided for herein.

9.2 To facilitate the execution of this Agreement, any number of
counterparts hereof may be executed, and each such counterpart shall be deemed
to be an original instrument, but all such counterparts together shall
constitute but one instrument.

9.3 All parties to this Agreement agree that if it becomes necessary or
desirable to execute further instruments or to make such other assurances as are
deemed necessary, the party requested to do so will use its best efforts to
provide such executed instruments or do all things necessary or proper to carry
out the purpose of this Agreement.

9.4 This Agreement may not be amended except by written consent of both
parties.





9.5 Any notices, requests, or other communications required or
permitted hereunder shall be delivered personally or sent by overnight courier
service, prepaid, addressed as follows:

To Sellers and NPI: Infinity Capital Group
80 Broad Street, 5th Floor.
New York, NY 10004

To Buyer: BlackStar Energy Group, Inc.
2200 W. 29th Ave.
Suite 405
Denver, CO 80211

Copy to: Escrow Agent: Michael A. Littman
7609 Ralston Road
Arvada, CO 80002 [phone]

or such other addresses as shall be furnished in writing by any party, and any
such notice or communication shall be deemed to have been given as of the date
received.

9.6 No press release or public statement will be issued relating to the
transactions contemplated by this Agreement without prior approval of the Buyer
and Sellers. However, NPI, Buyer or Seller, may issue at any time any press
release or other public statement it believes on the advice of its counsel it is
obligated to issue to avoid liability under the law relating to disclosures, but
the party issuing such press release or public statement shall make a reasonable
effort to give the other party prior notice of and opportunity to participate in
such release or statement.

9.7 This Agreement shall be governed by and construed in accordance
with and enforced under the laws of the state of Colorado applicable to all
agreements made hereunder. Venue and jurisdiction for any legal actions
hereunder shall be District Court in and for Jefferson County, Colorado.

9.8 The parties recognize that Michael A. Littman is representing
BlackStar Energy Group, Inc. herein, and Seller hereby waives any Conflict of
Interest and Seller is instructed to seek its own independent counsel.

9.9 In connection with this Agreement the parties have appointed the
escrow agent, Michael A. Littman, which shall be authorized by this agreement to
do the following:

1) Accept the common stock certificates of NPI with duly signed and
guaranteed signatures and for 6,203,960 common shares from Sellers and,

2) Upon payment in full of the Consideration including full payment of
the promissory note, transfer the shares to Buyer through Transfer Agent.

3) Determine that all conditions precedent to the closing shall have
been satisfied and completed.



4) To secure the purchase price to Sellers the certificates for the
purchase shares shall be held in the escrow in accordance with Pledge and
Security Agreement to securing the note and the Escrow Agreement.

5) Upon payment in full of the Consideration including full payment of
the promissory note, transmit by Federal Express the stock certificates to buyer
at: 7609 Ralston Road, Arvada, CO 80002.

6) In the event of default in delivery of cash or certificates by a
party under this agreement, including default on the promissory note, any cash
or certificates received from the other party shall be returned to the remitting
party 3 business days after default.

7) Escrow Agent is specifically indemnified and held harmless hereby
for its actions or inactions in following these instructions. In the event of a
dispute involving the escrow instructions or the consideration to be delivered
in escrow, the escrow agent is authorized to implead the consideration received
into the District Court of Jefferson County, Colorado upon ten days written
notice, and be relieved of any further escrow duties thereupon. Any and all
costs of attorneys fees and legal actions of escrow agent for any dispute
resolution or impleader action shall be paid in equal shares by the parties to
this agreement.










IN WITNESS WHEREOF, the parties have executed this Agreement this 31st
day of December, 2009.



SELLERS:

Infinity Capital Group, Inc. BUYER: BlackStar Energy Group, Inc.


By:/s/ Gregory H. Laborde
___________________________________
Name: Gregory H. Laborde, President
By: /s/ Harry Gelbard
____________________________
President

NPI08, Inc.


By: /s/Gregory H. Laborde
___________________________________
Name: Gregory H. Laborde, President




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