STOCK PURCHASE AGREEMENT
THIS
STOCK PURCHASE AGREEMENT (this "Agreement") is made effective
the 29th day of August, 2007 by and between Maxlife Fund Corp., a
Wyoming corporation located at 000 Xxxxx Xxxxx, Xxxx #00,
Xxxxxxx, Xxxxxxx X0X 0X0 (the "Company") and Brookdale Consulting Ltd, 00
X
Xxxxx Xxxxxx Xxxxxx Xxxxxx 0, Xxxxxxx (the
"Purchaser").
RECITALS
WHEREAS,
the Purchaser desires to purchase certain shares of the Company's Common Stock
on the terms and conditions set forth herein; and
WHEREAS,
the Company desires to issue and sell shares of the Common
Stock to the Purchaser on the terms and conditions set forth
herein.
AGREEMENT
NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual
promises hereinafter set forth, and, other good and valuable consideration,
the
parties hereto agree as follows:
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1.
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Authorization,
Sale and Issuance of Shares and
Options
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1.1 Authorization. The
Company shall issue 170,068 shares of Common Stock (the “Shares”) par value
$0.001 per share to the Purchaser at a purchase price of $2.94 per Share for
an
aggregate value of $500,000 to be purchased as set forth below.
1.2 Sale
and Issuance of the Shares. Subject to the terms and conditions hereof the
Company shall sell and Purchaser shall purchase the Shares at the Closing,
as
defined below.
1.3 Options. For
a period of six months from the date of the Closing, the company r shall have
the option of selling an additional $2,000,000 worth of the Company’s common
stock with such shares to be valued at a premium of five (5%) percent above
the
average weighted trading price of the stock for the five trading days prior
to
the exercise of the option by the Company.
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2.
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Closing
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2.1 Closing:
Upon the Closing of each this transaction, the Purchaser will deliver to the
Company a wire or certified check in the amount of the purchase
price.
2.3 Delivery:
Subject to the terms of this Agreement, within five (5) days of the Closing,
the
Company will deliver to the Purchaser the certificates representing the Shares
to be purchased by the Purchaser from the Company.
3. Representations
and Warranties of the Company. The Company hereby represents
and warrants to the Purchaser as of the Closing date as follows:
3.1 Organization
and Standing: Articles and Bylaws The Company is and will be a corporation
duly organized, validly existing, and in good standing under the laws of the
State of Wyoming and will have all requisite corporate power and authority
to
carry on its business as proposed to be conducted.
3.2 Corporate
Power The Company will have at the Closing, all requisite corporate power to
enter into this Agreement and to sell and issue the Shares. This Agreement
shall
constitute a valid and binding obligation of the Company enforceable in
accordance with its respective terms, except as the same may be limited by
bankruptcy, insolvency, moratorium, and other laws of general application
affecting the enforcement of creditors' rights.
3.3 Capitalization
The authorized capital stock of the Company is 100,000,000 shares of Common
Stock, par value $0.001 per share, of which, 30,127,100 shares are
issued and outstanding. All such issued and outstanding shares have been duly
authorized and validly issued, are fully paid and non-assessable.
3.4 Authorization
(a) Corporate
Action All corporate action on the part of
the Company necessary for the authorization, execution and
delivery of this Agreement, the sale and issuance of the Shares and the
performance of the Company's obligations hereunder will be
taken prior to the Closing. This Agreement constitutes a valid and legally
binding obligation of the Company, enforceable in accordance with its
terms.
(b) Valid
Issuance The Shares, when issued in compliance with the provisions of this
Agreement will be duly authorized, validly issued, fully paid and
non-assessable, and will be free of any liens or encumbrances caused or created
by the Company; provided, however, that all such shares
may be subject to restrictions on transfer under state and federal securities
laws as set forth herein, and as may be required by future changes in such
laws.
(c) No
Preemptive Rights Except as provided herein, no person currently has or will
have any right of first refusal or any preemptive rights in connection with
the
issuance of the Shares, or any future issuance of securities by the
Company.
3.5 Compliance
with Other Instruments The Company will not be in violation of any term of
the Company's Articles or Bylaws, nor will the Company be
in violation of or in default in any material respect under the terms of any
mortgage, indenture, contract, agreement, instrument, judgment, or decree,
the
violation of which would have a material adverse effect on the Company as a
whole, and to the knowledge of the Company, is not in violation of any order,
statute, rule, or regulation applicable to the Company, the violation of which
would have a material adverse effect on the Company. The execution, delivery
and
performance of and compliance with this Agreement and the issuance and sale
of
the Shares will not (a) result in any such violation, or (b) be in conflict
with
or constitute a default under any such term, or (c) result in the creation
of
any mortgage, pledge, lien, encumbrance, or charge upon any of the properties
or
assets of the Company pursuant to any such term.
4. Representations
and Warrantiesof Purchaser and Restrictions on Transfer Imposed
by the Securities Act.
4.1 Representations
and Warranties by the Purchaser The Purchaser represents and warrants to the
Company as follows:
(a) Investment
Intent This Agreement is made with the Purchaser in reliance upon
the Purchaser's representations to the Company, evidenced by the Purchaser's
execution of this Agreement, that the Purchaser is acquiring the Shares for
investment for the Purchaser's own account, not as nominee or agent, and not
with a view to or for resale in connection with, any distribution or public
offering thereof within the meaning of the Securities Act and applicable law.
The Purchaser has the full right, power, and authority to enter into and perform
this Agreement.
(b) Shares
Not Registered The Purchaser understands and acknowledges that
the offering of the Shares pursuant to this Agreement will not be registered
under the Securities Act on the grounds that the offering and sale of securities
contemplated by this Agreement are exempt from registration under the Securities
Act pursuant to Section 4(2) thereof and exempt from registration pursuant
to
applicable state securities or blue sky laws, and that the Company's reliance
upon such exemptions is predicated upon such Purchaser's representations set
forth in this Agreement. The Purchaser acknowledges and understands that the
Shares must be held indefinitely unless the Shares are subsequently registered
under the Securities Act and qualified under state law or unless an exemption
from such registration and such qualification is available.
(c) No
Transfer Except as set forth in Section 4.4 hereunder, the
Purchaser covenants that in no event will the Purchaser dispose of any of the
Shares (other than in conjunction with an effective registration statement
for
the Shares under the Securities Act in compliance with Rule 144 promulgated
under the Securities Act) unless and until (i) the Purchaser shall have notified
the Company of the proposed disposition and shall have furnished the Company
with a statement of the circumstances surrounding the proposed disposition,
and
(ii) if reasonably requested by the Company, the Purchaser shall have furnished
the Company with an opinion of counsel satisfactory in form and substance to
the
Company to the effect that (x) such disposition will not require registration
under the Securities Act, and (y) appropriate action necessary for compliance
with the Securities Act and any other applicable state, local, or foreign law
has been taken, and (iii) the Company has consented, which consent shall not
be
unreasonably withheld.
(d) Knowledge
and Experience The Purchaser (i) has such knowledge
and experience in financial and business matters as to be capable of evaluating
the merits and risks of the Purchaser's prospective investment in the Shares;
(ii) has the ability to bear the economic risks of the Purchaser's prospective
investment; (iii) has been furnished with and had access to such information
as
the Purchaser has considered necessary to make a determination as to the
purchase of the Shares together with such additional information as is necessary
to verify the accuracy of the information supplied; (iv) has had all questions
which have been asked by the Purchaser satisfactorily answered by the Company;
and (v) has not been offered the Shares by any form of advertisement, article,
notice, or other communication published in any newspaper,
magazine, or similar medium; or broadcast over television or radio; or any
seminar or meeting whose attendees have been invited by any such
medium.
(e) Not
organized to Purchase. The Purchaser has not been organized for
the purpose of purchasing the Shares.
4.2 Legends
Each certificate representing the Shares shall be endorsed with the following
legends:
(a) Federal
Legend. The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the "Act") and are
"restricted securities" as defined in rule 144 promulgated under the Act. The
securities may not be sold or offered for sale or otherwise distributed except
(i) in conjunction with an effective registration statement for the shares
under
the Act, or (ii) pursuant to an opinion of counsel, satisfactory to the company,
that such registration or compliance is not required as to said sale, offer,
or
distribution.
(b) Other
Legends. With respect to any other legends required by applicable law, the
Company need not register a transfer of legended Shares, and may also instruct
its transfer agent not to register the transfer of the Shares, unless the
conditions specified in such legend is satisfied.
4.3 Rule
144. The Purchaser is aware of the adoption of Rule 144 by the
SEC promulgated under the Securities Act, which permits limited public resale
of
securities acquired in a nonpublic offering, subject to the satisfaction of
certain conditions. The Purchaser understands that under Rule 144, the
conditions include, among other things: the availability of certain, current
public information about the issuer and the resale occurring not less than
one
year after the party has purchased and paid for the securities to be
sold.
5. Conditions
to Closing
5.1 Conditions
to the Purchaser's Obligations The obligations of the Purchaser to purchase
the Shares at the Closing are subject to the fulfillment to its satisfaction,
on
or prior to the Closing, of the following conditions, any of which may be waived
in accordance with the provisions of subsection 8.1 hereof:
(a) Representations
and Warranties Correct: Performance of Obligations The representations and
warranties made by the Company in Section 3 hereof shall be true and correct
when made and at the Closing. The Company's business and assets shall not have
been adversely affected in any material way prior to the Closing. The
Company shall have performed in all material respects all
obligations and conditions herein required to be performed or observed by it
on
or prior to the Closing.
(b) Consents and Waivers The
Company shall have obtained in a timely fashion any and all consents, permits,
and waivers necessary or appropriate for consummation of the transactions
contemplated by this Agreement.
5.2 Conditions
to Obligations of the Company The Company's obligation to sell the Shares at
the Closing is subject to the condition that the representations and warranties
made by the Purchaser in Section 4 hereof shall be true and correct when made,
and on the Closing.
6. Affirmative
Covenants of the Company The Company hereby covenants and agrees as
follows:
6.1 Financial
Information The Company will furnish holders of the Shares with annual
audited financial statements together with such notes and commentary by
management as is usual and customary.
6.2 Conflicts
of Interests The Company shall use its best efforts to ensure that the
Company's employees, during the term of their employment with the Company,
do
not engage in activities that would result in a conflict of interest with the
Company. The Company's obligations hereunder include, but
are not limited to, requiring that the Company's employees devote their primary
productive time, ability, and attention, to the business of the Company
(provided, however, the Company's employees may engage in other business
activity if such activity does not materially interfere with their obligations
to the Company), requiring that the Company's employees enter into agreements
regarding proprietary information and confidentiality and preventing the
Company's employees from engaging or participating in any business that is
in
competition with the business of the Company.
7. Registration
Rights
The
Purchaser is not entitled to any registration rights under this Agreement or
associated with the purchase of the Shares. The purchase shall be subject to
such private restrictions on the transfer of the Shares as are designated from
time to time by the Company or its investment bankers or
underwriters.
8. Risk
Factors
The
securities offered hereby are speculative in nature and involve a high degree
of
risk. They should be purchased only by persons who can afford to lose their
entire investment in the company, therefore, each prospective investor should,
prior to purchase, consider very carefully the following risk
factors:
8.1 Arbitrary
Determination of Stock Price The price of the Shares has been determined
arbitrarily by the Company. The price should not be regarded as an indication
of
any future market price of the Company's stock and has no relation to the value
of the Company's stock.
8.2 Dependence
on Key Personnel The success of the Company is
dependent on the efforts and abilities of its current officers and directors.
If
the Company were to lose the services of such officers, its business could
be
materially and adversely affected.
8.3 Audited
Financial Statements The Company has prepared or caused to be prepared
current audited financial statements through the year ending December 31, 2005.
The balance sheet and income statement included therein have been prepared
in
accordance with generally accepted accounting principles.
8.4 Discretion
in Application of Proceeds In order to accommodate changing circumstances,
the Company's management may allocate the proceeds of this financing in
accordance with its needs and operation. Subject to the supervision of the
Board
of Directors, the Company's management will be given discretion in the
application of the proceeds.
8.5 Restrictions
on Transfer The Shares may not be resold unless such sale is registered or
qualifies for an exemption from registration under the Act and all applicable
state securities laws. The Shares should be considered a suitable investment
only for investors whose financial position is such that they will be able
to
hold the Shares for an indefinite period. Some state laws may impose additional
restrictions on transfer of the Shares.
For
all of the reasons stated in the
risk factors and others, including, without limitation, those set forth herein,
these shares involve a high degree of risk. Any person considering an investment
in the securities offered should be aware of these factors. These securities
should only be purchased by persons who can afford a total loss of their
investment in the company and have no immediate need for a return of or on
their
investment.
9. Miscellaneous
9.1 Governing
Law This Agreement shall be governed in all respects by the laws of the
State of Wyoming as such laws are applied to agreements between residents
entered into and to be performed entirely within Florida.
9.2 Survival
The representations, warranties, covenants and agreements made herein shall
survive the Closing of the transactions contemplated hereby, notwithstanding
any
investigation made by the Purchaser. All statements as to factual matters
contained in any certificate or other instrument delivered by or on behalf
of
the Company pursuant hereto or in connection with the transactions contemplated
hereby shall be deemed to be representations and warranties by the Company
hereunder as of the date of such certificate or instrument.
9.3 Successors
and Assigns Except as otherwise expressly provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon, the successors,
assigns, heirs, executors, and administrators of the parties
hereto.
9.4 Entire
Agreement This Agreement and the other documents delivered pursuant hereto
constitute the full and entire understanding and agreement between the parties
with regard to the subjects hereof and thereof and they supersede, merge, and
render void every other prior written and/or oral understanding or agreement
among or between the parties hereto.
9.5 Notices,
etc All notices and other communications required or permitted hereunder
shall be in writing and shall be delivered personally, mailed by first class
mail, postage prepaid, or delivered by courier or overnight delivery, addressed
(a) if to a Purchaser, at such Purchaser's address set forth on the Schedule
of
Purchaser, or at such other address as such Purchaser shall have furnished
to
the Company in writing, or (b) if to the Company, at its address set forth
at
the beginning of this Agreement, or at such other address as
the Company shall have furnished to the Purchaser in
writing. Notices that are mailed shall be deemed received five (5) days after
deposit in the United States mail. Notices sent by courier or overnight delivery
shall be deemed received two (2) days after they have been so sent.
9.6 Severability
In case any provision of this Agreement shall be found by a court of law to
be
invalid, illegal, or unenforceable, the validity, legality, and enforceability
of the remaining provisions of this Agreement shall not in any way be affected
or impaired thereby.
9.7 Finder's
Fees and Other Fees
(a) The
Company (i) represents and warrants that it has retained no finder or broker
in
connection with the transactions contemplated by this Agreement, and (ii) hereby
agrees to indemnify and to hold Purchaser harmless from and against any
liability for commission or compensation in the nature of a finder's fee to
any
broker or other person or firm (and the costs and expenses of defending against
such liability or asserted liability) for which the Company, or any of its
employees or representatives, is responsible.
(b) The
Purchaser (i) represents and warrants that the Purchaser has retained no finder
or broker in connection with the transactions contemplated by this Agreement,
and (ii) hereby agrees to indemnify and to hold the Company harmless from and
against any liability for any commission or compensation in the nature of a
finder's fee to any broker or other person or firm (and the costs and expenses
of defending against such liability or asserted liability) for which such
Purchaser is responsible.
9.8 Expenses
The Company and the Purchaser shall each bear their own expenses and legal
fees
in connection with the consummation of this transaction.
9.9 Titles
and Subtitles The titles of the sections and subsections of this Agreement
are for convenience of reference and are not to be considered in construing
this
Agreement.
9-10 Counterparts
This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one
instrument.
9.11 Delays
or Omissions No delay or omission to exercise any right, power, or remedy
accruing to the Company or to any holder of any securities issued or to be
issued hereunder shall impair any such right, power, or remedy of the Company
or
such holder, nor shall it be construed to be a waiver of any breach or default
under this Agreement, or an acquiescence therein, or of or in any similar breach
or default thereafter occurring; nor shall any failure to exercise any right,
power, or remedy or any waiver of any single breach or a waiver of any other
right, power, or remedy or breach or default theretofore or thereafter
occurring. All remedies, either under this Agreement, or by law or otherwise
afforded to the Company or any holder, shall be cumulative and not
alternative.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement this
29th day of August, 2007.
COMPANY:
_________________________________________
PURCHASER:
BROOKDALE
CONSULTING LTD
___________________________________
