Contract
Exhibit
10.10 Stock
Purchase Agreement dated as of September 30, 2006 by and among Jackray
Corporation, Xxxxx X. Xxxxxxx, Xxxxxxxxx Xxxxx and Xxxxx X.
Xxxxxxxx.
AGREEMENT
FOR THE PURCHASE OF COMMON STOCK
AGREEMENT,
made this 30th
day of
September, 2006, by and between Xxxxxxxxx Xxxxx (“Xxxxx”), Xxxxx X. Xxxxxxx
(“Xxxxxxx”) individually (collectively “the Shareholders”), Jackray, Inc.
(“Jackray”) a Colorado Corporation, and Xxxxx X. Xxxxxxxx, O.D., P.A. residing
at 0000 Xxxxxx Xxxx, X-00, Xxxx Xxxxx, Xxxxxxx 00000 (“the Purchaser”), is for
the purpose of setting forth the terms and conditions upon which the
Shareholders will sell to the Purchaser 800,000 shares of Jackray’s common
stock.
NOW,
THEREFORE, in consideration of the mutual promises, covenants, and
representations contained herein, THE PARTIES HERETO AGREE AS
FOLLOWS:
ARTICLE
I
SALE
OF
SECURITIES
Subject
to the terms and conditions of this Agreement, the Shareholders agree to
sell,
and Purchaser agrees to purchase at the Closing, 800,000 shares (the “Shares”)
of the common stock of Jackray for $100,000.
The
Shareholders will deliver, in total, 800,000 shares of Jackray no par value
common stock in exchange for $100,000, to be paid as follows: (a) Purchasers
have wire transferred $50,000 to the escrow agent Xxxxxx Xxxxxxxxxx Lesser
&
Xxxxx LLP, pursuant to the annexed wire instructions; and (b) ninety days
later
an additional wire transfer of $50,000 to the escrow agent Xxxxxx Xxxxxxxxxx
Lesser & Xxxxx LLP.
Upon
execution of this Agreement the Shareholders will overnight Corporate Records
and Closing Documents to Purchaser.
The
Purchaser shall designate to the Shareholders the denominations of the
certificates requested as set forth on the signature page contained herein.
Closing is considered to be at the time that delivery of the items set forth
in
Section IV below occurs.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES
The
Shareholders and Jackray, jointly and severally, represent and warrant to
Purchasers the following:
2.01
Organization.
Jackray
is a corporation duly organized, validly existing, and in good standing under
the laws of Colorado, has all necessary corporate powers to own properties
and
carry on a business, and is duly qualified to do business and is in good
standing in Colorado. All actions taken by the Incorporators, Directors and/or
shareholders of Jackray have been valid and in accordance with the laws of
the
State of Colorado.
2.02
Capital.
The
authorized capital stock of Jackray consists of 20,000,000 shares of common
stock, no par value, of which 1,050,000 shares are issued and outstanding.
All
outstanding shares are fully paid and non assessable, free of liens,
encumbrances, options, restrictions and legal or equitable rights of others
not
a party to this Agreement. At closing, there will be no outstanding
subscriptions, options, rights, warrants, convertible securities, or other
agreements or commitments obligating Jackray to issue or to transfer from
treasury any additional shares of its capital stock. None of the outstanding
shares of Jackray are subject to any stock restriction agreements. There
are
approximately 25 shareholders of Jackray. All of such shareholders have valid
title to such shares and acquired their shares in a lawful transaction and
In
accordance with Colorado corporate law.
2.03
Financial
Statements.
Audited
financial statements will be provided at the closing and will include the
balance sheets of Jackray as of September 30,2005 and the related statements
of
income and retained earnings for the period then ended. The financial statements
have been prepared in accordance with generally accepted accounting principles
consistently followed by Jackray throughout the periods indicated, and fairly
present the financial position of Jackray as of the date of the balance sheet
included in the financial statements, and the results of its operations for
the
periods indicated.
2.04
Absence
of Changes.
Since
September 30, 2005, there has not been any change In the financial condition
or
operations of Jackray, except changes in the ordinary course of business,
which
changes have not in the aggregate been materially adverse and will be fully
disclosed.
2.05
Liabilities.
Jackray
did not as of September 30, 2005 and at the signing of this Agreement, have
any
debt, liability, or obligation of any nature, whether accrued, absolute,
contingent, or otherwise, and whether due or to become due, that is not
reflected in Jackray’s balance sheet as of September 30,2005. The Shareholders
are not aware of any pending, threatened or asserted claims, lawsuits or
contingencies involving Jackray, its directors, officers or its common stock.
There is no dispute of any kind between Jackray and any third party, and
no such
dispute will exist at the closing of this Agreement. At closing, Jackray
will be
free from any and all liabilities, liens, claims and/or
commitments.
2.06
Tax
Returns.
Within
the times and in the manner prescribed by law, Jackray has filed all federal,
state, and local tax returns required by law and has paid all taxes,
assessments, and penalties due and payable, copies of which are annexed hereto.
No federal income tax returns of Jackray have been audited by the Internal
Revenue Service. “The provision for taxes, if any, reflected in Jackray’s
balance sheet as of September 30, 2005 , is adequate for any and all federal,
state, county, and local taxes for the period ending on the date of that
balance
sheet and for all prior periods, whether or not disputed. There are no present
disputes as to taxes of any nature payable by Jackray.
2.07
Ability
to Carry Out Obligations.
The
Shareholders have the right, power, and authority to enter into, and perform
their obligations under this Agreement. The execution and delivery of this
Agreement by the Shareholders and the performance by the Shareholders of
their
obligations hereunder will not cause, constitute, or conflict with or result
in
(a) any breach or violation or any of the provisions of or constitute a default
under any license, indenture, mortgage, charter, instrument, articles of
incorporation, bylaw, or other agreement or instrument to which Jackray or
the
Shareholders are a party, or by which they may be bound, nor will any consents
or authorizations of any party other than those hereto be required, (b) an
event
that would cause Jackray to be liable to any party, or (c) an event that
would
result in the creation or imposition of any lien, charge, or encumbrance
on any
asset of Jackray or upon the securities of Jackray to be acquired by
Purchasers.
2.08
Full
Disclosure.
None of
representations and warranties made by the Shareholders, or in any certificate
or memorandum furnished or to be furnished by the Shareholders, or on their
behalf, contains or will contain any untrue statement of a material fact,
or
omit any material fact the omission of which would be misleading.
2.09
Contracts
and Leases.
Jackray
does not now and has never carried on any business. Jackray is not a party
to
any contract, agreement or lease. No person holds a power of attorney from
Jackray.
2.10
Compliance
with Laws.
Jackray
has complied with, and is not in violation of any federal, state, or local
statute, law, and/or regulation pertaining to Jackray. Jackray has complied
with
all federal and state securities laws in connection with the offer, sale
and
distribution of its securities.
2.11
Litigation.
Jackray
is not (and has not been) a party to any suit, action, arbitration, or legal,
administrative, or other proceeding, or pending governmental investigation.
To
the best knowledge of the Shareholders, there is no basis for any such action
or
proceeding and no such action or proceeding is threatened against Jackray.
Jackray is not subject to or in default with respect to any order, writ,
injunction, or decree of any federal, state, local, or foreign court,
department, agency, or instrumentality.
2.12
Conduct
of Business.
Prior
to the closing, Jackray shall conduct its business in the normal course,
and
shall not (without the prior written approval of Purchasers) (i) sell, pledge,
or assign any assets (ii) amend its Articles of Incorporation or Bylaws,
(iii)
declare dividends, redeem or sell stock or other securities, (iv) incur any
liabilities, (v) acquire or dispose of any assets, enter into any contract,
guarantee obligations of any third party, or (vi) enter into any other
transaction.
2.13
Corporate
Documents.
Copies
of each of the following documents, have been delivered to
purchaser.
(i) Articles
of Incorporation;
(ii) Bylaws;
(iii) Organizational
Consent of Shareholders;
(iv) Consent
of Directors;
(v) An
Opinion Letter from our attorney attesting to the validity and condition
of the
Corporation
(vi) List
of
Officers and Directors;
(vii) List
of
Shareholders;
(viii) 10-KSB
including Balance Sheet as of September 30, 2005, together with other financial
statements described in Section 2.03;
(ix) Secretary
of State Filing Receipt;
(
(x) Stock
register and stock certificate records of Jackray; and
(xi) Form
10SB
2.14
Closing
Documents.
All
minutes, consents or other documents pertaining to Jackray to be delivered
at
closing shall be valid and in accordance with the laws of Colorado.
2.15
Title.
The
Shareholders have good and marketable title to all of the securities to be
sold
to Purchasers pursuant to this Agreement. The securities to be sold to
Purchasers will be, at closing, free and clear of all liens, security interests,
pledges, charges, claims, encumbrances and restrictions of any kind except
as
set forth in Article I. None of such shares are or will be subject to any
voting
trust or agreement. No person holds or has the right to receive any proxy
or
similar instrument with respect to such shares. Except as provided in this
Agreement, the Shareholders are not parties to any agreement which offers
or
grants to any person the right to purchase or acquire any of the securities
to
be sold to Purchasers. There is no applicable local, state or federal law,
rule,
regulation, or decree which would, as a result of the purchase of the Shares
by
Purchasers, impair, restrict or delay Purchasers voting rights with respect
to
the Shares.
ARTICLE
III
INVESTMENT
INTENT
Purchasers
agrees that the securities being acquired pursuant to this Agreement may
be
sold, pledged, assigned, hypothecated or otherwise transferred, with or without
consideration (“Transfer”) only pursuant to an effective registration statement
under the Act, or pursuant to an exemption from registration under the Act,
the
availability of which is to be established to the satisfaction of Jackray.
The
shares will contain the normal 144 restrictive legend.
ARTICLE
IV
CLOSING
The
closing of this transaction will occur when all of the documents and/or
consideration described below have been delivered. Unless the closing of
this
transaction takes place on or before October 26, 2006, then either party
may
terminate this Agreement. As part of the closing, the following documents,
in
form reasonably acceptable to counsel to the parties, shall be
delivered:
By
the
Shareholders:
A. A
certificate or certificates representing a total of 800,000 shares of Jackray
common stock, registered in names so designated by Purchasers.
B. The
resignation of all officers of Jackray listed in Exhibit IVB.
C. The
resignation of all the directors of Jackray listed in Exhibit IVB.
D. A
Board
of Directors resolution appointing directors as designated by
Purchasers.
E. Certified
Audited financial statements of Jackray, which shall include a balance sheet
dated as of September 30,2005, and statements of operations, stockholders’
equity and cash flows for the twelve month period then ended.
F. All
of
the business and corporate records of Jackray, including but not limited
to
correspondence files, bank statements, checkbooks, savings account books,
minutes of shareholder and directors meetings, financial statements, shareholder
listings, stock transfer records, agreements and contracts.
By
the
Purchasers:
| A. |
Wired
funds in the amount of $50,000 representing partial payment for the
750,000 shares of Jackray common stock.
|
B. A
promissory note in the amount of $50,000 payable to the Shareholders
ARTICLE
V
MISCELLANEOUS
5.01
Captions
and Headings.
The
Article and paragraph headings throughout this Agreement are for convenience
and
reference only, and shall in no way be deemed to define, limit, or add to
the
meaning of any provision of this Agreement.
5.02
No
Oral Change.
This
Agreement and any provision hereof, may not be waived, changed, modified,
or
discharged, orally, but only by an agreement In writing signed by the party
against whom enforcement of any waiver, change, modification, or discharge
is
sought.
5.03
Non
Waiver.
Except
as otherwise expressly provided herein, no waiver of any covenant, condition,
or
provision of this Agreement shall be deemed to have been made unless expressly
in writing and signed by the party against whom such waiver is charged; and
(i)
the failure of any party to insist in any one or more cases upon the performance
of any of the provisions, covenants, or conditions of this Agreement or to
exercise any option herein contained shall not be construed as a waiver or
relinquishment for the future of any such provisions, covenants, or conditions,
(ii) the acceptance of performance of anything required by this Agreement
to be
performed with knowledge of the breach or failure of a covenant, condition,
or
provision hereof shall not be deemed a waiver of such breach or failure,
and
(iii) no waiver by any party of one breach by another party shall be construed
as a waiver with respect to any other or subsequent breach.
5.04 Jurisdiction.
This
Purchase Agreement shall be deemed to be a contract made under the laws of
the
State of New York for contracts to be wholly performed in such State and
without
giving effect to the principles thereof regarding the conflict of laws. Each
of
the parties consents to the jurisdiction of the federal courts and state
courts
whose districts encompass any part of the State of New York, New York County
in
connection with any dispute arising under this Purchase Agreement and hereby
waives, to the maximum extent permitted by law, any objection, including
any
objection based on
forum non conveniens,
to the
bringing of any such proceeding in such jurisdictions. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH
OR
ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.
5.05
Entire
Agreement.
This
Agreement contains the entire Agreement and understanding between the parties
hereto, and supersedes all prior agreements and understandings.
5.06
Significant
Changes
The
selling shareholders of Jackray understand that significant changes may be
made
in the capitalization and/or stock ownership of the Corporation, which changes
could involve a reverse stock split and/or the issuance of additional shares
of
common stock, thus possibly having a dramatic negative effect on the percentage
of ownership and/or number of shares owned by present shareholders of the
Corporation.
5.07
Counterparts.
This
Agreement may be executed simultaneously in one or more counterparts, each
of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Facsimile signatures will be acceptable to all
parties.
5.08
Notices.
All
notices, requests, demands, and other communications under this Agreement
shall
be in writing and shall be deemed to have been duly given on the date of
service
if served personally on the party to whom notice is to be given, or on the
third
day after mailing if mailed to the party to whom notice is to be given, by
first
class mail, registered or certified, postage prepaid, and properly addressed
as
follows:
If
to
Shareholders or Jackray:
Xxxxx
X. Xxxxxxx, 00000 XXX 00X, Xxxxxxxx, XX 00000
Xxxxxxxxx
Xxxxx, 000 Xxxxxxx, Xxxxxx, XX 00000
If
to
Purchaser:
Xxxxx
X. Xxxxxxxx, O.D., P.A. 0000 Xxxxxx Xxxx, X-00, Xxxx Xxxxx, Xxxxxxx
00000
5.09
This
Agreement shall inure to and be binding upon the heirs, executors, personal
representatives, successors and assigns of each of the parties to this
Agreement.
5.10
Effect
of Closing.
All
representations, warranties, covenants, and agreements of the parties contained
in this Agreement, or in any instrument, certificate, opinion, or other writing
provided for in it, shall be true and correct as of the closing and shall
survive the closing of this Agreement.
511
Mutual
Cooperation.
The
parties hereto shall cooperate with each other to achieve the purpose of
this
Agreement, and shall execute such other and further documents and take such
other and further actions as may be necessary or convenient to effect the
transaction described herein, as of the date first above
written.
5.12
Escrow
Agent.
The
parties agree that the duties of the Escrow Agent are only as provided herein,
are purely ministerial in nature, and are not discretionary. The Escrow Agent
shall incur no liability whatsoever except for its willful misconduct or
gross
negligence in performing its duties and obligations set forth herein. The
parties further agree to defend and indemnify Escrow Agent against all claims
against the Escrow Agent arising out of its performance of its duties under
this
agreement except those arising from its willful misconduct or gross
negligence.
ACCEPTED
AND AGREED
SHAREHOLDERS: Jackray
Up, Inc.
/s/
Xxxxx X. Wiegand_______________ By:
/s/ Xxxxx X. Wiegand_________
Xxxxx
X.
Xxxxxxx Name:Xxxxx
X. Xxxxxxx
Title:
/s/
Xxxxxxxxx Gould________________
Xxxxxxxxx
Xxxxx
PURCHASER:
/s/
Xxxxx X. Ginsberg__________
Xxxxx
X.
Xxxxxxxx, O.D., P.A.
Issues
Certificates of
Jackray
Up, Inc. as follows:
Name
of
Owner No.
of
Shares
Xxxxx
X.
Xxxxxxxx, O.D., P.A. 800,000 _____________________________
______________________________ _____________________________
______________________________ _____________________________
______________________________ _____________________________
