AGREEMENT FOR PURCHASE AND SALE OF STOCK
Exhibit
10.1
Page
1 of
6
This
Agreement for Purchase and Sale of Stock (“Agreement”) is made as of June 20,
2008 by and among Xxxxx Xxxxxx, M.D. (“Seller”), an individual with a principal
address of 0000 Xxxxxx Xxxxxx Xxxxx, Xxx Xxxxxx, and Modern Medical Modalities
Corporation (“MMMC” or “Buyer”), a New Jersey corporation with a principal
business address of 000 Xxxxxxxx Xxxxxx, Xxxxx, Xxx Xxxxxx.
1. Sale
and Transfer of Stock.
Subject
to the terms and conditions set forth in this Agreement, Seller agrees to
sell,
convey, transfer, assign, and deliver to Buyer, and Buyer agrees to purchase
from Seller, the stock (“Stock”) of Seller related to Seller’s business share in
Union Imaging Associates, Inc.
2. Consideration
From Buyer at Closing.
As full
payment for the transfer of the Stock to Buyer, at the closing (“Closing”) of
the sale of Stock, Buyer shall deliver to Seller a stock certificate(s) in
the
name of Seller, or its assigns, representing 150,000 shares of MMMC common
stock
and $36,000 paid equally over 18 months with the first payment beginning
30 days
from closing date, which represents the “Purchase Price”.
3.
Seller
Stock Put Option.
If
the
average price of the Common Stock is less than $0.30 for any consecutive
20 day
period during the first 90 day period commencing at the end of the fifteenth
month subsequence to the date of this Agreement, Xx. Xxxxxx will have the
right
to put the Stock to Modern Medical Modalities Corporation for $45,000 or
pro-ratable portion thereof, computed by multiplying the number of shares
being
put by the result of dividing $45,000 by 150,000 shares.
4.
Piggy-Back
Registration Rights.
If
the
company completes a SB-2 registration during the stock holding period required
under Rule 144, the Company will include the 300,000 shares delivered by
the
Buyer to the Seller in the SB-2 registration.
5. Assumption
of Liabilities.
It is
expressly understood and agreed that Buyer shall not be liable for any of
the
obligations or liabilities of Seller of any kind and nature.
6. Taxes.
Seller
shall be responsible and shall pay all taxes of any kind or character relating
to the Stock, if any. Furthermore, Seller shall be responsible for the payment
of any transfer taxes of any kind or character arising from the sale and
transfer of the Stock pursuant to this Agreement.
7.
Representations
and Warranties of Seller.
Seller
represents and warrants, that:
7.1 Debts,
Obligations and Liabilities.
Seller
does not have any debts, liabilities, or obligations of any nature, whether
accrued, absolute, contingent, or otherwise, whether due or to become due,
related to or encumbering the Stock. The Seller has a $15,883.51 note payable
balance due to MMMC relate to loans advanced to the Partners of Union Imaging
Associates, Inc. This note payable will be forgiven by MMMC subject to execution
of this contract.
7.2 Tax
Returns Filed.
Within
the times and in the manner prescribed by law, Seller has filed all tax returns
required by law and has paid all taxes, assessments and penalties due and
payable. There are no present disputes as to taxes of any nature payable
by
Seller. Seller will provide Buyer with copies of all tax returns filed for
the
last three fiscal years if requested by Buyer.
Exhibit
10.1
Page
2 of
6
7.3 Title
to Stock.
Seller
has good and marketable title to the Stock and interests in the Stock, whether
real, personal, mixed, tangible, or intangible, which constitute all the
Stock
and interests in the Stock that Seller is transferring to Buyer. The Stock
is
free and clear of restrictions on or conditions to transfer or assignment,
and
free and clear of mortgages, liens, pledges, charges, encumbrances, equities,
claims, easements, covenants, conditions or restrictions, the lien of current
taxes not yet due and payable and possible minor matters that, in the aggregate,
are not substantial in amount and do not materially detract from or interfere
with the present or intended use of the Stock.
7.4 Compliance
with Laws.
Seller
has complied with, and is not in violation of, any statute, law or regulation
affecting the Stock.
7.5 Litigation.
There
is not pending, and Seller is unaware of any threatened suit, action,
arbitration or legal, administrative or other proceeding, or governmental
investigation, against or affecting the Stock.
7.6 Agreement
Will Not Cause Breach or Violation.
The
consummation of the transaction contemplated by this Agreement will not result
in or constitute any of the following: (1) a default or an event that, with
notice or lapse of time or both, would be a default, breach or violation
of any
lease, license, promissory note, conditional sales contract, commitment,
indenture, mortgage, deed of trust, or other agreement, instrument or
arrangement to which Seller is a party or by which the Assets are bound;
(2) an
event that would permit any party to terminate any agreement or to accelerate
the maturity of any indebtedness or other obligation of Seller related to
the
Stock; or (3) the creation or imposition of any lien, charge or encumbrance
on
the Stock.
7.7 Authority
and Consents.
Seller
has the right, power, legal capacity and authority to enter into and perform
its
obligations under this Agreement, and no approvals or consents of any
governmental authorities or persons other than Seller are necessary in
connection with it. The execution and delivery of this Agreement by Seller
has
been duly authorized by all necessary corporate action on the part of
Seller.
7.8 Full
Disclosure.
None of
the representations and warranties made by Seller in this Agreement, or made
in
any certificate or memorandum furnished or to be furnished by Seller, contains
or will contain any untrue statement of a material fact, or omits to state
a
material fact, necessary to make the statements made not misleading. All
representations and warranties of Seller included in this Agreement and in
any
written statements delivered to Buyer under this Agreement will be true and
correct as of the Closing Date as if made on that date.
8. Indemnification
and Survival of Representations and Warranties.
8.1 Survival
of Representations, Warranties, Covenants and Agreements.
The
representations, warranties, covenants, agreements and undertakings of Seller
set forth herein shall survive the Closing.
8.2 Indemnification
by Seller.
Seller
shall indemnify, defend and hold harmless Buyer and its past and present
officers, directors, affiliates, agents and representatives against and in
respect of any and all claims, demands, losses, costs, expenses, obligations,
liabilities, damages, recoveries and deficiencies, including interest, penalties
and reasonable attorney’s fees, that Buyer shall incur or suffer that arise,
result from or relate to any breach or inaccuracy of, or failure by Seller
to
perform, any of its representations, warranties, covenants or agreements
in this
Agreement or in any schedule, certificate, exhibit or other instrument furnished
or to be furnished by Seller under this Agreement. Specifically, without
limiting the foregoing, Seller shall be solely responsible for the payment
of
any sums incurred as a result of any claim made by a third party with respect
to
the Stock.
9. Cooperation
in Securing Consents of Third Parties.
Buyer
will use its best efforts to assist Seller in obtaining the consent of all
necessary persons and agencies to the assignment and transfer to Buyer of
the
Stock to be assigned and transferred under the terms of this
Agreement.
Exhibit
10.1
Page
3 of
6
10. Conditions
Precedent to Buyer’s Performance.
The
obligations of Buyer to purchase the Stock under this Agreement are subject
to
the satisfaction, at or before the Closing, of all the conditions set out
below.
Buyer may waive any or all of these conditions in whole or in part, provided,
however, that no such waiver of a condition shall constitute a waiver by
Buyer
of any of its other rights or remedies, at law or in equity, if Seller shall
be
in default of any representation, warranty or covenant under this
Agreement.
10.1 Accuracy
of Seller’s Representations and Warranties.
Except
as otherwise permitted by this Agreement, all representations and warranties
of
Seller included in this Agreement or in any written statement that shall
be
delivered to Buyer under this Agreement shall be true on and as of the Closing
Date as though made at that time.
10.2 Performance
by Seller.
Seller
shall have performed, satisfied and complied with all covenants, agreements
and
conditions required by this Agreement to be performed or complied with by
each
of them, on or before the Closing Date.
10.3 Buyer’s
Inspection.
Buyer
shall make, or cause to be made, such investigation as it deems necessary
or
advisable of the Stock. Buyer shall have the right to terminate this Agreement
if, as a result of its investigation, it is
not
satisfied with any of its findings.
10.4 Due
Approval.
The
execution and delivery of this Agreement by Seller and the performance of
its
covenants and obligations under it will be duly authorized by all necessary
action by Seller and Buyer shall receive copies of all materials pertaining
to
that authorization, certified by Seller as true and correct.
11. Conditions
Precedent to Seller’s Performance.
The
obligations of Seller to sell and transfer the Stock under this Agreement
are
subject to the satisfaction, at or before the Closing, of all of the following
conditions. Seller may waive any or all of these conditions in whole or in
part,
however, no such waiver of a condition shall constitute a waiver by Seller
of
any of its rights or remedies, at law or in equity, if Buyer should be in
default of any of its representations, warranties or covenants under this
Agreement.
11.1 Accuracy
of Buyer’s Representations and Warranties.
All
representations and warranties by Buyer contained in this Agreement or in
any
written statement delivered by Buyer under this Agreement shall be true on
and
as of the Closing Date as though such representations and warranties were
made
on and as of that date.
11.2 Buyer’s
Performance.
Buyer
shall have performed and complied with all covenants and agreements and
satisfied all conditions that it is required by this Agreement to perform,
comply with or satisfy, before or at the Closing.
11.3 Buyer’s
Approval.
The
Board of Directors of Buyer shall have duly authorized and approved the
execution and delivery of this Agreement and all corporate action necessary
or
proper to fulfill the Buyer’s obligations to be performed under this Agreement
on or before the Closing Date.
11.4 Buyer’s
Stock Value. At
the
Closing, Buyer shall deliver to Seller a stock
certificate(s)
in the name of the seller, or its assigns, representing 300,000 shares of
MMMC
common stock.
12. The
Closing.
The
transfer of the Stock by Seller to Buyer shall take place on or before thirty
days of the closing date, in Union, New Jersey or at such other time and
place
as the parties may agree to in writing (“Closing Date”).
12.1 Seller’s
Obligations at Closing.
At the
Closing, Seller shall deliver or cause to be delivered to Buyer:
(a) a
Xxxx of
Sale, in the form attached hereto as Exhibit “A” pertaining to the Stock being
transferred pursuant to the terms of this Agreement;
Exhibit
10.1
Page
4 of
6
(b) a
certificate executed by Seller certifying that all of Seller’s representations
and warranties under this Agreement are true as of the Closing Date, as though
each of those representations and warranties had been made on that date;
and
(c)
tax
clearances issued by all taxing authorities, if applicable.
Simultaneously,
with the consummation of the transfer, Seller will put Buyer into full
possession and enjoyment of the Stock to be conveyed and transferred pursuant
to
this Agreement.
Seller,
at any time before the Closing Date, will execute, acknowledge and deliver
any
further deeds, assignments, conveyances, and other assurances, documents
and
instruments of transfer, reasonably requested by Buyer, and will take any
other
action consistent with the terms of this Agreement that may reasonably be
requested by Buyer for the purpose of assigning, transferring, granting,
conveying and confirming to Buyer, or reducing to possession, any or all
Stock
to be conveyed and transferred under this Agreement. If requested by Buyer,
Seller further agrees to prosecute or otherwise enforce in its own name,
for the
benefit of Buyer, any claims, rights or benefits that are transferred to
Buyer
under this Agreement and that require prosecution or enforcement in Seller’s
name.
12.2 Buyer’s
Obligations at Closing.
At the
Closing, Buyer shall deliver or cause to be delivered to Seller :
(a)
certificates representing the Shares as specified in paragraph 2;
(b) certified
resolutions of Buyer’s board of directors authorizing the execution and
performance of this Agreement and all actions to be taken by Buyer under
this
Agreement.
13. Publicity.
All
notices to third parties and all other publicity concerning the transactions
contemplated by this Agreement shall be jointly planned and coordinated by
and
between Buyer and Seller. No party shall act unilaterally in this regard
without
the prior written approval of the other, however, this approval shall not
be
unreasonably withheld. This clause specifically excludes any required regulatory
filings with the SEC by MMMC.
14. Expenses.
Each
party shall pay all costs and expenses incurred or to be incurred by it in
negotiating and preparing this Agreement and in closing and carrying out
the
transactions contemplated by this Agreement, with the exception of all expenses
incurred in transferring the Stock, removing liens, and obtaining all necessary
government approvals for this transfer and sale, which expenses shall be
borne
solely by Seller.
15. Miscellaneous.
15.1 Governing
Law.
This
Agreement shall be deemed to be made in, and in all respects shall be
interpreted, construed and governed by and in accordance with the laws of
the
state of New Jersey, United States of America.
15.2 Venue
and Arbitration.
Any
dispute between Buyer and Seller involving the interpretation of this Agreement
or the obligations of a party to it shall be determined by binding arbitration
in accordance with the arbitration rules of the American Arbitration Association
in the County of Union, State of New Jersey, United States of America. The
arbitrator shall have the authority to permit discovery upon request of a
party.
The cost of the arbitration shall be shared equally.
15.3 Notices.
All
notices, demands, requests, consents, approvals or other communications
(“Notices”) given hereunder shall be in writing, and shall be given by personal
delivery or by express mail, Federal Express, DHL or other similar form of
recognized airborne/overnight delivery service (which forms of Notice shall
be
deemed to have been given upon delivery), or by telex or facsimile transmission
(which forms of Notice shall be deemed delivered upon confirmed transmission),
or by mailing in the mail by registered or certified mail, return receipt
requested, postage prepaid (which forms of Notice shall be deemed to have
been
given upon the tenth (10th) business day following the date mailed). Notices
shall be addressed as follows:
Exhibit
10.1
Page
5 of
6
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If to Seller, addressed to:
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Xxxxx
Xxxxxx, M.D.
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0000
Xxxxxx Xxxxxx
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Xxxxx,
Xxx Xxxxxx, 00000
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If to Buyer, addressed to:
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000
Xxxxxxxx Xxxxxx
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Xxxxx,
Xxx Xxxxxx 00000
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or
to
such other address as to which any party hereto may have notified the others
in
writing.
15.4 Section
Headings.
The
section and paragraph headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation
of
this Agreement.
15.5 Counterparts
and Facsimiles.
For the
convenience of the parties to this Agreement, this document may be executed
by
facsimile signatures and in counterparts which shall together constitute
the
agreement of the parties as one and the same instrument.
15.6 Severability.
If any
provision of this Agreement or the application thereof to any party or
circumstance shall be held invalid or unenforceable to any extent, the remainder
of this Agreement and application of such provision to the other party or
circumstances shall not be affected thereby and shall be enforced to the
greatest extent permitted by applicable law.
15.7 Entire
Agreement; Modification.
This
Agreement, including the Exhibits hereto, embodies the entire agreement and
understanding among the parties hereto with respect to the subject matter
hereof, and supersedes all prior agreements and understandings related thereto.
The parties hereto recognize and agree that no representations or warranties
have been made except as set forth in this Agreement and the Exhibits hereto.
This Agreement may be modified only by a written instrument signed by each
of
the parties.
IN
WITNESS WHEREOF, the parties hereto have executed or caused this Agreement
for
Purchase and Sale of Stock to be executed as of the date first above
written.
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“BUYER”
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Modern
Medical Modalities, a New Jersey corporation
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By:
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/s/
Xxxxxx Xxxxx, Chief Operating Officer
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“SELLER”
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Xxxxx
Xxxxxx, M.D.
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By:
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/s/
Xxxxx Xxxxxx, MD
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Exhibit
10.1
Page
6 of
6
EXHIBIT
“A”
XXXX
OF
SALE
1. Xxxxx
Xxxxxx, M.D., as an individual (hereinafter referred to as “Seller”), for good
and valuable consideration, as designated in that certain Agreement For Purchase
And Sale Of Stock (“the Agreement”) made and entered into ________, 2008 between
the Seller and Modern Medical Modalities Corporation of New Jersey (hereinafter
referred to as “Purchaser”), the receipt and sufficiency of which consideration
is hereby acknowledged, hereby grants, sells, assigns, transfers, conveys
and
delivers to Purchaser, free and clear of all liens, claims, charges and
encumbrances of any nature whatsoever, all of its right, title and interest
in
and to the Stock, as defined in the Agreement.
2. Seller
shall execute and deliver such further instruments of sale, conveyance, transfer
and assignment and take such other actions reasonably requested by purchaser
in
order to effectively bargain, sell, assign transfer, convey to and vest in
Purchaser all rights and title to the Stock as specified herein.
3. This
Xxxx
of Sale shall be subject to all the rights, obligations, terms and conditions
of
the Agreement.
IN
WITNESS WHEREOF, the Seller has caused this Xxxx of Sale to be executed,
the
20th day of June, 2008.
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Xxxxx
Xxxxxx, M.D.
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By:
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/s/
Xxxxx Xxxxxx, MD
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Individually
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By:
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/s/
Xxxxxx Xxxxx
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Chief
Operating Office
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