NAME OF BUYER
Exhibit
99.1
NAME
OF BUYER
_________
__, 2008
Mr./Ms.
_______________,
as
Agent
for
______________(“Seller”)
Ladies
and Gentlemen:
This
will
confirm our agreement and understanding relating to the purchase by
________________ (the “Buyer”), of ________ shares of Common Stock, par value
$.001 per share (the "Shares"), of Medical Design Studios, Inc., a Nevada
corporation (the “Company”), for a purchase price of $_______ per share, which
is being paid to you, as Agent for _______________ (the “Seller”), immediately
following the execution and delivery of this agreement. The purchase and sale
of
the Shares will be effected upon and subject to the following terms and
conditions:
1. Concurrently
herewith, you are releasing to the Company the original stock certificates
representing the Shares, duly endorsed for transfer to the Buyer, or with
appropriate executed assignments attached. Against such delivery, the Buyer
is
paying to you the purchase price for the Shares, by check or wire transfer,
in
accordance with your instructions.
2. In
order
to induce the Buyer to acquire the Shares, you hereby represent and warrant
to
the Buyer, personally and as Agent for the Seller that:
(a) the
Seller is the sole legal and beneficial owner and holder of the Shares, free
and
clear of any and all liens, pledges, security interests, encumbrances or other
adverse claims or interests of any kind whatsoever;
(b) the
Shares are duly authorized, validly issued and outstanding, and fully paid
and
non-assessable;
(c) the
Seller has full right, power and authority, without the necessity of any consent
or approval of any other person or entity, to enter into and perform its
obligations under this agreement, and to transfer the Shares to the Buyer
hereunder;
(d) this
agreement constitutes the Seller’s valid and binding obligation, enforceable
against the Seller in accordance with its terms, except to the extent limited
by
bankruptcy, insolvency, or other such laws affecting creditors’ rights
generally;
(e) the
transfer of the Shares hereunder will not constitute a breach or violation
of,
or conflict with, any agreement, commitment or other obligation to which the
Seller is a party or by which it is bound;
(f) the
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada, with full power and authority to own
its
assets and conduct its business as owned and conducted on the date hereof;
and
the Company is not required to be qualified as a foreign corporation under
the
laws of any jurisdiction;
(g) prior
to
the date hereof, the Company has not engaged in any business operations other
than providing digital displays to companies that assist attorneys to prepare
or
enhance exhibits for trials involving medial issues; and the Company has no
material liabilities other than for normal costs and expenses incurred in
connection with such operations.
(h) the
outstanding capital stock of the Company consists of 10,000,000 shares of common
stock; and there are no outstanding stock options, warrants, convertible
securities or other rights to subscribe for or acquire any capital stock of
the
Company, and the Company has no commitments to issue any such options, warrants,
convertible securities or other rights;
(i) the
Seller has not entered into any material agreement in the name or on behalf
of
the Company;
(j) to
the
Seller’s knowledge, the Company is not in default of any of its legal or
contractual obligations;
(k) to
the
Seller’s knowledge, the Company is in compliance in all material respects with
all laws, statutes, regulations, rules and ordinances applicable to the conduct
of its business, and has in full force and effect all licenses, permits and
other authorizations required for the conduct of its business as presently
constituted;
(l) to
the
Seller’s knowledge, there is no pending or threatened litigation, arbitration,
administrative proceeding or other legal action or proceeding against the
Company or relating to its business.
(m) you
are
authorized to act as Agent for the Seller; and
3. In
order
to induce the Seller to sell and transfer the Shares to the Buyer hereunder,
the
Buyer hereby represents and warrants to you that (a) the Buyer has full power
and authority to execute and deliver this agreement and perform its obligations
hereunder, and (b) this agreement has been duly authorized by all necessary
action on the part of the Buyer, and constitutes the valid and binding
obligation of the Buyer, enforceable against the Buyer in accordance with its
terms, except to the extent limited by bankruptcy, insolvency or other such
laws
affecting creditors’ rights generally.
4. All
representations and warranties made by you and the Seller in this agreement
will
survive the transfer of the Shares hereunder, and may be assigned by the Buyer
to the Company. The Buyer (and, if so assigned, the Company), on the one hand,
and you and the Seller, on the other hand, will indemnify and hold harmless
the
other from and against any and all costs, claims, damages, losses, liabilities,
deficiencies and expenses (including reasonable attorneys’ fees) that the other
such party may incur, sustain or suffer as a result of or by reason of any
breach by the indemnifying party of any of the representations or warranties
made by such indemnifying party in this agreement.
5. This
agreement will constitute, and may be presented to the Company as, the Seller’s
irrevocable authorization to transfer the record ownership of the Shares to
the
Buyer on the books of the Company.
6. From
time
to time from and after the date hereof, we will each execute and deliver to
one
another any and all such further agreements, instruments, certificates and
other
documents as may reasonably be requested by the other such party in order more
fully to consummate the transactions described herein.
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7. This
Agreement may not be amended orally, and shall be binding upon and inure to
the
benefit of you, the Buyer, the Company and the Seller and their respective
heirs, executors, administrators, personal representatives, successors and
assigns.
8. This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York, without regard to conflict of laws principles. This Agreement
may be executed in counterparts.
If
the
foregoing fairly sets forth our entire agreement and understanding with regard
to the transactions described herein, kindly confirm same by countersigning
and
returning to me and the Company a duplicate copy of this letter.
Very truly yours, | ||
_____________, on behalf of Xxxxx |
||
Accepted, Confirmed and Agreed to: | |||
__________________, as Agent for |
|||
____________________, the Seller |
Seller’s Surrendered Certificate No(s).: | Xxxxx’s Information for Transfer Agent: | ||
|
Address |
||
Remaining Shares, if any: _________ | |||
Tel. No. |
|||
S.S. or Tax I.D. No. |
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