STOCK PURCHASE AGREEMENT BY SHARE EXCHANGE PAYMENT
Exhibit
99.1
BY
SHARE EXCHANGE PAYMENT
THIS
STOCK PURCHASE AGREEMENT BY SHARE EXCHANGE PAYMENT (this "agreement's made
and
entered into this 4th
day of
October 2007 by and between ARGYLL
Equities ,
LLC, a
Limited
domiciled in Texas with its
principal executive offices located at 0000 Xxxxxxxxx
Xx. Xxxxx 000
XxXxxx, Xxxxxxxxxx 00000 (the "stockholder"),
and Oasis Online Technology Corp. a Minnesota corporation domiciled in the
state
of Arizona having its executive offices at 0000 X. Xxxxxxxxx Xxxx xxxxx 000
Xxxxxxx, Xxxxxxx 00000(xxx "purchaser" or "Oasis"). (Collectively, "The
Parties")
WHEREAS,
the Stockholder is the record and beneficial owner of approximately 146,460,800
shares of common, par value $.0001 per share, issued by Immunosyn Corporation
a
closely held Delaware corporation domiciled in California (the "Company")
representing approximately 53.84% of the company's issued and outstanding
shares
of common stock; and
WHEREAS,
the purchaser is a publicly traded corporation whose stock is traded on the
NASD
Over the Counter Bulletin Board under the symbol: OOLN; and
WHEREAS,
on the terms and subject to the conditions set forth herein, the Purchaser
desires to acquire from the Stockholder, and the Stockholder desires to sell
to
the Purchaser, certain of its shares of Company common stock owned by the
Stockholder in exchange for shares of Oasis Online Technology Corp.
("Oasis")
NOW,
THEREFORE, the parties hereto, intending to be legally bound hereby, agree
as
follows:
ARTICLE
I
Purchase
and Sale of the Shares
1.1 Purchase
and Sale of the
Shares. On the Closing (defined below), the Stock
Holder shall sell and transfer to the Purchaser and the Purchaser
shall purchase and acquire from the Stockholder 99,000 shares of the Company’s
common stock (the “Shares”) in exchange for the Purchase Price
(defined below).
ARTICLE
II
Purchase
Price
2.1 Purchase
Price. In consideration for the Shares, the Purchaser shall deliver to
the Stockholder newly 99,000 issued shares of Oasis Online Technology Corp.
subject to rule 144 of the United States Security Act of 1934 as amended
as it
may or may not apply in certificate form (the "Purchase Price" or
"Exchange Shares") at the closing
(the "Closing") to be held on or beforeOctober
15, 2007 (the "Closing Date").
2.2 Income
Tax considerations in regards to Purchase Price. For income tax
purposes this transaction will qualify as a share for share
exchange.
2.3 Piggy-Back
rights. The Exchange Shares shall have first preference on any
"piggy-back" rights in regards to any registration of Oasis' securities to
the
extent of Purchaser's power to effectuate that. This clause shall survive
the
closing of this transaction.
2.4 Delivery
of The Shares. At the closing, the Stockholder shall deliver to
the
Purchaser a certificate or certificates evidencing the Shares registered
in the
Purchaser's name and Purchaser shall deliver the Exchange Shares to Stockholder
by delivering a certificate or certificates evidencing the Exchange Shares
registered in the Stockholder's name on the books of Oasis,
ARTICLE
III
Conditions
On Performance
3.1 Conditions
to
the Purchaser's Obligations. The obligation of the Purchaser
to consummate the transaction contemplated by this Agreement is subject to
the
satisfaction of the following conditions as of the Closing Date:
(a) the
representations and warranties set forth in Article IV of this Agreement
shall be true and correct in all materials respects as of the Closing Date;
and
(b) the
purchase of the Shares by the Purchaser hereunder shall not be prohibited
by any
applicable law or governmental regulation, and shall not subject the Purchaser
to any penalty or liability under or pursuant to any applicable law or
governmental regulation.
Any
condition specified in this Section 3.1 may be waived by the Purchaser, provided
that no such waiver shall be effective against the Purchaser unless it is
set
forth in a writing executed by the Purchaser.
3.2 Conditions
to
the Stockholder's Obligation. The obligation of the Stockholder
to consummate the transaction contemplated by this Agreement is subject to
satisfaction of the following conditions as of the Closing Date:
(a) the
representations and warranties set forth in Article V of this Agreement shall
be
true and correct in all materials respects as of the Closing Date;
(b) the
sale
of the Shares by the Stockholder hereunder shall not be prohibited by any
applicable law or governmental regulation, and shall not subject the Stockholder
to any penalty, liability or other materially adverse condition under or
pursuant to any applicable law or governmental regulation;
(c) no
action suit, or proceeding shall be pending before any court or quasi-judicial
or administrative agency of any federal, state of local jurisdiction of before
any arbitrator wherein an unfavorable judgment, decree, injunction, order,
or
ruling would prevent the performance of this Agreement or any of the
transactions contemplated hereby, declare unlawful the transactions contemplated
by this Agreement, cause such transactions to be rescinded or materially
and
adversely affected the right of the Stockholder to sell the Shares, and no
judgment, decree, injunction, order, or ruling shall have been entered which
has
any of the foregoing effects.
Any
condition specified in this Section 3.2 may be waived by the Stockholder,
provided that no such waiver shall be effective against the Stockholder unless
it is set forth in a writing executed by the Stockholder.
ARTICLE
IV
Representations
and Warranties of the Stockholder
The
Stockholder makes the following representations and warranties, which
representations and warranties shall survive the Closing.
4.1 Execution
and
Delivery. The Stockholder has duly executed and delivered
this Agreement. This Agreement is valid and binding upon the Stockholder,
enforceable against the Stockholder in accordance with it terms. The Stockholder
has the ability to sell the Shares and perform the Stockholder's obligations
under this Agreement.
4.2 Title
to Shares. The Stockholder is the record and beneficial owner of,
and
has
full right, title and interest in and to, the Shares, free and clear of any
lien, charge or encumbrance. The Shares are not subject to any voting trust
agreement or other contract, agreement, arrangement, commitment or
understanding, including any such agreement, arrangement, commitment or
understanding restricting or otherwise relating to the voting dividend rights
or
disposition of Shares. At the Closing, the Stockholder will transfer
and deliver to the Purchaser valid title to, and all of the Stockholder's
right,
title and interest in and to, the Shares, free and clear of any lien, charge
or
other encumbrance or any claim in respect of the Shares. The Stockholder
warrants to purchaser that the shares are registered and freely trading shares
of the Company.
4.3 Absence
of Litigation. There is no action, suit or proceeding pending or,
to
the
Stockholder's knowledge, threatened against or affecting the Stockholder
of the
Stockholder's property before and court, arbitrator or governmental body,
agency
or official which in manner involves the Shares owned by the Stockholder
or
draws into question the validity of this Agreement or the Shares.
4.4 Oasis
Online Technologies Corp. information. The Stock Holder acknowledges
receipt and review of all of Oasis' filings with the United States Securities
and Exchange Commission including but not limited to the Oasis Annual Report
on
Form 10-KSB for the fiscal year ended June 30th 2007.
The
Stockholder acknowledges that, to the extent it receives conflicting information
concerning Oasis, the information in the Form 10-KSB referred to above shall
govern.
4.5 Disclosure
of Information. The Stockholder has had an opportunity to discuss
the Oasis's business, management and financial affairs with the Oasis'
management and the Purchaser. The Stockholder has also had an opportunity
to ask
questions of officers of Oasis, which questions were answered to the
Stockholder's satisfaction. The Stockholder understands that such discussions,
as well as any written information issued by Oasis, were intended to describe
certain aspects of Oasis' business and prospects but were not an exhaustive
description. The Stockholder has undertaken and completed its review and
examination of the books and records of Oasis and conducted its own due
diligence and investigation in connection with its proposed exchange of the
Shares. The Stockholder acknowledges that Regulation FD, as promulgated by
the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
and the Securities Xxxxxxxx Xxx 0000, as amended, is applicable to any material,
non-public information provided or disclosed to the Stockholder in connection
with this transaction. Accordingly, the Stockholder agrees to hold any such
information in the strictest confidence and agrees not to disclose to the
public. The Stockholder further agrees that it will not resell or otherwise
transfer any of the Shares until such information has been disclosed by Oasis
to
the public.
4.6 Investment
Experience; Accredited Investor. The Stockholder is an "accredited
investor" as defined in Rule 501 Regulation D under the Securities Act of
1933,
as amended, and the Stockholder has the knowledge, sophistication and experience
necessary in financial, tax, and business matters so as to enable the
Stockholder to utilize the information made available to the Stockholder
by
Oasis to evaluate the merits and risks of this exchange in the Shares and
to
make an informed investment decision. The Stockholder
in not relying on the Purchaser, Oasis, any of their respective executives,
or
any of their counsel, agents, or employees or any other person or entity
with
respect to the legal, tax, and other economic considerations of the Stockholder
in making this exchange in the Shares, other than the Stockholder's own
advisors. Prior to Signing this Agreement, the Stockholder made such
investigation of Oasis, it's business, the Shares, and the risks of this
exchange in the Shares as the Stockholder deemed appropriate and consulter
with
such legal, tax and other advisors as the Stockholder
deemed appropriate, and the Stockholder can bear the economic risk of a total
loss of its investment in the Shares. The Stockholder has not been formed
for
the specific purpose of acquiring or exchanging the Shares.
4.7 Purchase
Entirely For Stockholder's Own Account. This Agreement is
made
with the Stockholder in reliance upon the Stockholder's representations to
the
Purchaser. By entering into this Agreement, the Stockholder hereby confirms
that
the Shares to be acquired by the Stockholder will be acquired for the investment
for the Stockholder's own account, not as a nominee or agent, and not with
a
view to the resale or distribution of any part thereof except in compliance
with
all applicable securities laws, that no other person or entity has direct
or
indirect beneficial interest in the Shares being acquired by the Purchaser,
and
that the Purchaser has no present intention of selling, granting any
participation in or otherwise distributing the same.
ARTICLE
V
Representations
and Warranties of the Purchaser
The
Purchaser makes the following representations and warranties, which
representations and warranties shall survive the Closing.
5.1 Binding
Obligation. This Agreement has been duly executed and delivered
by the Purchaser and is a valid and binding obligation of the Purchaser,
enforceable against the Purchaser in accordance with its terms. The Purchaser
represents that it has full power and authority to enter into this Agreement
and
perform its obligations hereunder.
5.2 Prospectus.
The Purchaser acknowledges receipt and review of (1) theProspectus,
dated January 4, 2007, concerning the registration with the United States
Securities and Exchange Commission (Registration no. 333-137881) for the
sale of
the Shares and (2) the Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2006 filed with the SEC on March 30, 2006 and the
company's Quarterly Report on Form 10-QSB for the fiscal quarter ended June
30,
2007 filed with the SEC on August 15, 2007, prior to the Purchaser entering
into
this Agreement. The Purchaser acknowledges that, to the extent it receives
conflicting information concerning the Company,
the information in the Form 10-KSB and 10-QSB referred to above shall
govern.
5.3 Disclosure
of
Information. The Purchaser has had an opportunity to discuss
the Company's business, management and financial affairs with the Company's
management and the Stockholders. The Purchaser has also had an opportunity
to
ask questions of officers of the Company and the Stockholders, which questions
were answered to the Purchaser's satisfaction. The Purchaser understands
that
such discussions, as well as any written information issued by the Company,
were
intended to describe certain aspects of the Company's business and prospects
but
were not an exhaustive description. The Purchaser has undertaken and completed
its review and examination of the books and records of the Company and conducted
its own due diligence and investigation in connection with its proposed purchase
of the Shares. The Purchaser acknowledges that Regulation FD, as promulgated
by
the Securities and Exchange Commission under the Securities Act of 1933,
as
amended, and the Securities Xxxxxxxx Xxx 0000, as amended, is applicable
to any
material, non-public information provided or disclosed to the Purchaser in
connection with this transaction. Accordingly, the Purchaser agrees to hold
any
such information in the strictest confidence and agrees not to disclose by
the
Company to the public. The Purchaser further agrees that it will not resell
or
otherwise transfer any of the Shares until such information has been disclosed
by the Company to the public.
5.4 Investment
Experience; Accredited Investor. The Purchaser is an "accredited
investor" as defined in Rule 501 pf Regulation D under the Securities Act
of
1933, as amended, and the Purchaser has the knowledge, sophistication and
experience necessary in financial , tax, and business matters so as to enable
the Purchaser to utilize the information made available to the Purchaser
by the
Stockholder and the Company to evaluate the merits and risks of this investment
in the Shares and to make an informed investment decision. The Purchaser
in not
relying on the Stockholder, the Company, any of their respective executives,
or
any of their counsel, agents, or employees or any other person or entity
with
respect to the legal, tax, and other economic considerations of the Purchaser
in
making this investment in the Shares, other than the Purchaser's own advisors.
Prior to Signing this Agreement, the Purchaser made such investigation of
the
Company, it's business, the Shares, and the risks of this investment in the
Shares as the Purchaser deemed appropriate and consulter with such legal,
tax
and other advisors as the Purchaser deemed appropriate, and the Purchaser
can
bear the economic risk of a total loss of its investment in the Shares. The
Purchaser has not been formed for the specific purpose of acquiring the
Shares.
5.5 Purchase
Entirely For Purchaser's Own Account. This Agreement is made
with
the Purchaser in reliance upon the Purchaser's representations to the
Stockholder. By entering into this Agreement, the Purchaser hereby confirms
that
the Shares
to
be acquired by the Purchaser will be acquired for the investment for the
Purchaser's own account, not as a nominee or agent, and not with a view to
the
resale or distribution of any part thereof except in compliance with all
applicable securities laws, that no other person or entity has direct or
indirect beneficial interest in the Shares being acquired by the Purchaser,
and
that the Purchaser has no present intention of selling, granting any
participation in or otherwise distributing the same.
ARTICLE
VI
Mutual
Representations and Warranties
6.1 Privately
Negotiated Sale. The parties acknowledges the pre-existing professional
relationship that existed between them and their principals and executive
officers of the Stockholder and Oasis and Purchaser and states that to the
best
of their knowledge and belief, no public advertisement or general solicitation
was employed in connection with the proposed transaction and that the terms
and
conditions of this Agreement, the Parties further represent to each other
that
they each do not presently have any connection, undertaking, agreement, or
arrangement with any person to sell, transfer or grant participations to
such
person or to any third person, with respect to any of the Shares or exchange
shares.
6.2 Compliance
With U.S. Law. (a) The Parties represent and warrant
that: (i)
none
of their or their affiliates is a senior official in the executive, legislative,
administrative, military, or judicial branch of a foreign government of a
senior
executive of a foreign government-owned corporation; (ii) it is not a citizen
or
resident of, or incorporated, chartered, or otherwise organized under the
laws
of, a jurisdiction that has been designated under Section 311 or 312 of the
Uniting and Strengthening America by Providing Appropriate Tools Required
to
Intercept and Obstruct Terrorism Act of 2001 (the "USA Patriot Act",
Pub. L. NO. 107-56) as warranting special measures due
to money
laundering concerns; and (iii) the Purchaser's funds do not have a physical
presence in any country or a bank organization or chartered under the law
of a
jurisdiction that has been designated under Section 311 or 312 of the USA
Patriot Act as warranting special measures due to money laundering
concerns.
(b)
The
Parties acknowledges and agrees that the purchase or acquisition, directly
or
indirectly, of the Shares or Exchange Shares by or on behalf of the following
persons or entities (each hereafter a "Prohibited Investor") is
prohibited: (i) a person or entity whose name appears on the List of Specially
Designated Nationals and Blocked Persons maintained by the United States
Office
of Foreign Assets Control ("OFAC"); (ii) a foreign bank that does not have
a
physical presence in any country; (iii) a person or entity resident in or
whose
subscription funds are transferred from or through an account in a jurisdiction
that has been designated under Section 311 or 312 of the USA Patriot
Act
as
warranting special measures due to money laundering concerns; (iv) a person
or
entity whose name appears on any other list of prohibited person and entities
as
may be mandated by applicable law or regulation; or (v) a person or entity
whose
name appears on any other list of prohibited persons and entities as may
be
provided to the Purchaser by the Stockholder. The Parties represent, warrant,
and covenant that neither of the Parties,
nor any person controlling, controlled by, or under common control with the
Parties, nor any person having a beneficial interest in the Parties, is a
Prohibited Investor, and that the Parties are not purchasing or exchanging
and
will not purchase or exchange on behalf of or for the benefit of any Prohibited
Investor. The Parties agree to promptly notify the each other of any change
in
information affecting this representation, warranty, and covenant. The Parties
acknowledges that if, following the closing of this transaction for the Shares
or Exchange Shares, they reasonably believe that the other is a Prohibited
Investor, or has otherwise breached any material representation, warranty,
or
covenant hereunder, that Party ("Aggrieved Party") may reasonably believe
that
the other Party is a Prohibited Investor, or has otherwise breached any material
representation, warranty, or covenant hereunder, Than the Aggrieved Party
may be
obligated to freeze the other's investment, either by prohibiting additional
investments, declining and redemption requests, and/or segregating the assets
constituting the investment in accordance with applicable regulations, or
its
investment may be immediately be redeemed (for the lesser of cost minus
distributions of cash and property value at the fair market value thereof,
as
determined by the aggrieved party of the Company), and the other shall have
no
claim against the Aggrieved Party or the Company for any form of damages
or
liabilities as a result of any of the above-mentioned actions.
(c)
The
Parties acknowledges that due to applicable money laundering laws and
regulations, each Party may require from the other further information or
representations from the other before the proposed transaction can be processed
and executed, including, without limitations, further information or
representation regarding the identification of the other Party and the source(s)
of the Purchaser's stock. The Parties agree to promptly provide any information
of representation deemed necessary by the other, in their sole discretion,
to
comply with the anti-money laundering program.
6.3 Indemnification.
Each Party agrees to indemnify and hold harmless the other
Party, the Company, Oasis and their respective officers, directors, and
affiliates, from and against any all damages, losses, liabilities, claims,
costs
and expenses whatsoever (including reasonable attorney's fees) which the
indemnified parties may incur by reason of the failure of any breach of the
representation and warranties made by the other Party herein or in any document
provided by the one party to the other party in connection with the transaction
contemplated hereby.
6.4 Survival.
All of the representations and warranties set forth in this
Agreement
shall survive the execution of this Agreement and the transactions contemplated
thereby.
ARTICLE
VII
Miscellaneous
7.1 Transaction
Expenses. Each party shall pay its own expenses (including legal
fees) incident to the negotiation and preparation of this Agreement and any
other documents prepared in connection therewith, and the consummation of
the
transaction contemplated herein.
7.2 Entire
Agreement. This Agreement contains the entire agreement of the
parties
hereto with respect to the purchase of the Shares, and supersedes all prior
understandings and agreements (oral or written) of the parties with respect
to
the subject matter hereof. The parties expressly represent and warrant that
in
entering into this Agreement they are not relying on any prior representation
made by any concerning the terms, conditions of effects of this
Agreement.
7.3 Severability.
Each provisions of this Agreement in intended to be severable
from every other provision of the Agreement, and the invalidity or illegality
of
any prevision in this Agreement shall not affect the validity of legality
of the
other provision.
7.4 Execution
in Counterpart. This Agreement may be executed in any number
of
counterparts, each of which shall be deemed an original, but all of which
taken
together shall constitute one and the same instrument.
7.5 Governing
Law, Venue and
Jurisdiction. This Agreement shall be governed
by and constructed in accordance with the laws of the State of California,
without regards to conflicts of laws principles, and all disputes arising
out of
or related to interpretation or performance of this Agreement shall be referred
exclusively to the federal or state courts having jurisdiction over disputes
arising in San Diego County, California. Both parties waive all objections
to
the jurisdiction of said courts for this limited purpose.
7.6 Confidentiality.
Except as
may
be required by law , rule or regulation, neither
of the Stockholder or the Purchaser or their affiliates, agents or
representatives shall disclose to any third party, other than the Company,
the
subject matter or terms of this Agreement without the prior consent of the
other
party.
7.7 Assignment.
Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned be either party hereto without the prior consent
of
the other party
7.8 Brokerage.
Each party to this Agreement represents and warrants that it
has
not
used or retained a broker, dealer, agent or finder and that it has not incurred
any obligation or liability, contingent or otherwise, to pay a fee, commission,
and any other form of remuneration, directly of indirectly, in connection
with
this Agreement or any transaction contemplated thereby.
IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed
as of the day and year first above written.
|
PURCHASER:
|
STOCKHOLDERS: | |||
| Oasis Online Technologies Corp. |
|
Argyll Equity, LLC | ||
|
|
||||
| By: /s/ Xxxx X. Xxxxxx | By: /s/ Xxxxx X. Xxxxxx | |||
| Name: Xxxx X. Xxxxxx |
|
Name: Xxxxx X. Xxxxxx | ||
|
Title: President
|
||||
| TIN: 00-0000000 |
|
TIN: ____________________________ | ||
| Telephone #: ________________________ | Telephone #: ______________________ | |||
