STOCK PURCHASE AGREEMENT
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Stock purchase agreement made October 12, 2005, between Xxxxxxx-Xxxxx
Diagnostics, Inc. (`Corporation") a corporation organized and existing under
the laws of the State of Delaware, with its principal office located at 000
Xxxxxxx Xxxxxx Xxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000, and Liquid Assets c/o
Venture Capital Partners, ("Purchaser") with its principal office located at
0000 Xxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000
For valuable consideration, receipt of which is acknowledged, the parties
agree as follows:
Purchase of Shares: Purchaser shall purchase, subject to the terms and
conditions set forth in this agreement, Two Million Five Hundred Thousand
(2,500,000) shares of the common stock of Corporation, at a purchase price of
$0.01 per share. The purchase price of the shares shall be paid by a promissory
note, payable to the order of Corporation. On Corporation's receipt of
promissory note in the sum of $25,000.00 for the payment for the shares,
Corporation shall issue to Purchaser one or more certificates in the name of
Purchaser for the number of shares purchased under this agreement. Said shares
shall be 144 restricted shares and have piggy-back rights to registration.
Severabilty: The invalidity or unenforceability of any provision of this
agreement shall not affect the validity or enforceability of any other
provision of this agreement, and each other provision of this agreement shall
be severable and enforceable to the extent permitted by law.
Waiver: Any provision contained in this agreement may be waived, either
generally or in any particular instance, by the board of directors of
corporation.
Binding Effect: This agreement shall be binding on, and inure to the
benefit of, Corporation and Purchaser and their respective heirs, executors,
administrators, legal representatives, successors, and assigns.
Notice: Any notice required or permitted under this agreement shall be
deemed served if personally delivered or mailed by registered or certified mail
postage prepaid and properly addressed to the respective party to whom such
notice relates at the addresses set forth in this agreement or at such
different addresses as shall be specified by notice given in the manner
provided in this section.
Entire Agreement: This agreement constitutes the entire agreement between
the parties, and supersedes all prior agreements and understandings relating to
the subject matter of this agreement.
Amendment: This agreement may be amended or modified only by a written
instrument executed by both corporation and employee.
Governing Law: This agreement shall be construed, interpreted, and
enforced in accordance with the laws of the State of California.
Execution: This agreement may be executed in two or more counterparts, all
of which when taken together shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not
sign the same counterpart. In the event that any signature is delivered by
facsimile transmission, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile signature page
were an original thereof.
The parties have executed this agreement on the date first above written.
Corporation: Xxxxxxx-Xxxxx Diagnostics, Inc. Liquid Assets
By: /s/ Xxxxxx X. Xxxxxxx, III By: /s/ Xxxxxx Xxxxx
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Xxxxxx X. Xxxxxxx, III Xxxxxx Xxxxx
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