STOCK PURCHASE AGREEMENT
EXHIBIT 10.22
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This Stock Purchase Agreement is entered into as of September 5, 2011, by and between
“SAFEDOX”:
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“PURCHASER”:
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Xxxxx X. Xxxxxxxxx
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11801 Xxxxxx Street, Second Floor
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(Printed Name)
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Xxxxxxxxx, Xxxxxxxxxx 00000
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(Address)
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(Telephone No.)
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(E-mail)
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(Social Security Number)
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in light of the following facts:
Whenever used in this Agreement, the following terms shall have the meanings set forth below, including the exhibit hereto or amendments hereof.
A. “Agreement” shall mean this Stock Purchase Agreement and all exhibits hereto or amendments hereof.
B. “Knowledge of SAFEDOX” or matters “known to SAFEDOX” shall mean matters actually known to the Board of Directors or officers of SAFEDOX, or which reasonably should be or should have been known by them upon reasonable investigation.
C. “SAFEDOX” shall mean SafedoX, Inc., a Wyoming corporation.
D. “Purchaser” shall mean the person acquiring securities of SAFEDOX, pursuant to this Agreement.
E. “Securities Act” shall mean the Securities Act of 1933, as amended, and includes the rules and regulations of the Securities and Exchange Commission (“SEC”) promulgated thereunder, as such shall then be in effect.
Any term used herein to which a special meaning has been ascribed shall be construed in accordance with either (1) the context in which such term is used, or (2) the definition provided for such terms in the place in this Agreement at which such term is first used.
A summary of the business plan of SAFEDOX is attached hereto as Exhibit “A” and made a part hereof. Purchaser hereby acknowledges that it has had the opportunity to ask questions of, and receive answers from, the principals of SAFEDOX regarding the disclosures contained in Exhibit “A”. Further, Purchaser understands and acknowledges that SAFEDOX is a development-stage company and may never earn a profit.
SAFEDOX hereby sells to Purchaser and Purchaser hereby buys from SAFEDOX 40,000 shares of SAFEDOX Common Stock. The Common Stock shall be sold to Purchaser at the price and subject to all of the terms and conditions set forth herein.
Purchaser shall deliver to SAFEDOX the sum of $40,000 in payment of the 40,000 shares of Common Stock purchased by Purchaser hereunder, a per share price of $1.00, which payment shall be delivered as provided in paragraphs VI and VII hereinbelow.
SAFEDOX shall cause the 40,000 shares of Common Stock purchased and sold hereunder to be issued as provided in paragraphs VI and VII hereinbelow.
Upon the mutual execution of this Agreement, Purchaser agrees to deliver forthwith the sum of $40,000 required to be delivered pursuant to paragraph IV hereof. Upon receipt of such funds, SAFEDOX shall deliver to Purchaser a certificate representing 40,000 shares of Common Stock purchased and sold hereunder.
SAFEDOX represents and warrants to Purchaser:
A. Organization and Corporate Authority. SAFEDOX is a corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming and is qualified to do business as a foreign corporation in all jurisdictions where the ownership of property or maintenance of an office would require qualification. SAFEDOX has all requisite corporate power and authority, governmental permits, consents, authorizations, registrations, licenses and memberships necessary to own its property and to carry on its business in the places where such properties are now owned and operated or such business is being conducted.
B. Subsidiaries. SAFEDOX has no subsidiaries.
J. Franchises and Permits; Taxes and Other Liabilities. To the knowledge of SAFEDOX, it has all franchises, permits, licenses, orders and approvals of any federal, state, local or foreign government of self regulatory body that are material to or necessary for the conduct of its business. To the knowledge of SAFEDOX, it has no outstanding tax liabilities, no unsatisfied final judgment or valid lien filed against it or any of its property.
A. Purchaser is under no disability with respect to entering into, and performing under, this Agreement.
B. Purchaser represents and warrants that it is an “accredited investor” and acknowledges that this investment will be long term, must be held indefinitely and is by its nature speculative.
C. Purchaser represents and warrants that it understands that the shares of Common Stock have not been registered under the Securities Act and applicable state securities laws in reliance on the exemption provided by Section 4(2) of the Securities Act, relating to transactions not involving a public offering and corresponding state securities laws regarding non-public offerings.
D. Purchaser represents and warrants that the Common Stock is not being purchased with a view to or for the resale or distribution thereof and that it has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution.
E. Purchaser further consents to the placement of the following legend, or a legend similar thereto, on the certificates representing the shares of Common Stock:
“THESE SECURITIES HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT ANY SUCH PROPOSED TRANSFER IS IN ACCORDANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS.”
“SAFEDOX”:
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“PURCHASER”:
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/s/ XXXXX X. XXXXXXXXX
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Xxxxx X. Xxxxxxxxx
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By: /s/
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XXXXX XXXXX
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Xxxxx Xxxxx
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President
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