STOCK PURCHASE AGREEMENT
Exhibit
10.2
THIS STOCK PURCHASE
AGREEMENT (this "Agreement") is made effective the _ day of August,
2009 by and between, Healthcare Corporation of America, a New
Jersey corporation located at 00 Xxxxx Xxxxx Xxxxx 000, Xxxxxxxx, Xxx
Xxxxxx 00000 (the "Company") and Xxxxxx Xxxxxxxxx located at 00
Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000
(the "Purchaser"). RECITALS
WHEREAS, the
Purchaser desires to purchase certain shares of the Company's
common stock (the "Common Stock") on the terms and conditions set
forth herein, and
WHEREAS, the Company
desires to issue and sell shares of the Common Stock to the Purchaser
on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in
consideration of the foregoing recitals and the mutual promises
hereinafter set forth, and, other good and valuable consideration, the parties
hereto agree as follows:
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.. Authorization,
Sale and Issuance of Shares and Options
1.1 Authorization
The Company shall issue 20,000 shares of Common Stock (the "Shares")
no par value per share which shall be approximately equal to .147% of the
Company's issued and outstanding common stock, to the Purchaser at a
purchase price of $.50 per share for an aggregate value of $10,000.
The Company shall issue 8,000 Warrants to the Purchaser at a purchase
price of $.50 per Warrant. The Purchaser may exercise these Warrants at any
time during the Three Year Period. The Three Year Period is defined
as the period commencing from the closing date of the filing of Form
lS-C-21l with the SEC and ending three years from that date. At the
end of the Three Year Period, any Warrants that are not exercised will
expire. These Warrants may not be transferred.
1.2 Sale
and Issuance of the Shares Subject to the terms and conditions hereof
the
Company
shall sell and Purchaser shall purchase the Shares at the closing, as defined
below.
2. Closing
The Closing date appears on Page 8.
2.1 Delivery
Subject to the terms of this agreement, at Closing the Company
will deliver to the Purchaser the stock certificates representing the
20,000 shares purchased by the Purchaser from the
Company.
3. Representations
and Warranties of the Company The Company hereby represents and
warrants to the Purchaser as of the Closing date as follows:
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3.l Organization
and Standing: Articles and Bylaws The Company is and will be
a corporation duly organized, validly existing, and in good standing
under the laws of the State of New Jersey and will have all requisite
corporate power and authority to carryon its business as proposed to
be conducted.
3.2 Corporate
Power The Company will have at the Closing, requisite corporate power
to enter into this Agreement and to sell and issue the Shares. This Agreement
shall constitute a valid and binding obligation of the Company
enforceable in accordance with the respective tenus, except as the
same may be limited by bankruptcy, insolvency, moratorium, and other
laws of general application affecting the enforcement of creditors'
rights.
3.3 Capitalization
The authorized capital stock of the Company is 25,000,000 shares of
Common Stock, no par value per share.
3.4 Authorization
(a) Corporate
Action All corporate action on the part of the Company necessary for
the authorization, execution and delivery of this agreement, the sale
and issuance of the Shares and the performance of the Company's
obligations hereunder will be taken prior to the Closing. This
Agreement constitutes a valid and legally binding obligation of the
Company, enforceable in accordance with its terms.
(b) Valid
Issuance The shares, when issued in compliance with the provisions of
this Agreement will be duly authorized, validly issued, fully paid and
non-assessable, and will be free of any liens or encumbrances caused
or created by the Company, provided, however, that all such shares
may be subject to restrictions on transfer under state and federal
securities laws as set forth herein, and as they may be required by
future changes in such laws.
(c) No
Preemptive Rights Except as provided herein, no person currently
has or will have any right of first refusal or any preemptive rights
in connection with the issuance of the Shares, or any future issuance
of securities by the Company.
3.5 Compliance
with Other Instruments. The Company 'Will not be in violation of any
term of the Company's Articles or Bylaws, nor will the Company be in
violation of or in default in any material respect under the terms of
any mortgage; indenture, contract, agreement, instrument, judgment or
decree, the violation of which would have a material adverse effect
on the Company as a whole, and to the knowledge of the Company, is not in
violation of any order, statute, rule, or regulation applicable to
the Company, the violation of which would have a material adverse
effect on the Company. The execution, delivery and performance of
and compliance with this Agreement and the issuance and sale of the
Shares will not (a) result in any such violation, or (b) be in
conflict with or constitute a default under any such term, or (c)
result in the creation of any mortgage, pledge, lien, encumbrance, or
charge upon any of the properties or assets of the Company pursuant
to any such term.
4.
Representations and Warranties of Purchaser and Restrictions on
Transfer Imposed by' the Securities Act.
4.1 Representations
and Warranties by the Purchaser. The Purchaser represents
and warrants to the Company as follows:
(a) Investment
Intent This Agreement is made with the Purchaser in reliance upon the
Purchaser's representations to the Company, evidenced by the
Purchaser's execution of this Agreement, that the Purchaser is
acquiring the Shares for investment for the Purchaser's own account,
not as nominee or agent, and not with a view to or for resale in
connection with, any distribution or public offering thereof within the
meaning of the Securities Act and applicable law. The Purchaser has
the full right, power, and authority to enter. into and perform this
agreement.
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(b) Shares
not Registered The Purchaser understands and acknowledges that the
offering of the shares pursuant to this Agreement will not be registered under
the Securities Act on the grounds that the offering and sale of
securities contemplated by this Agreement are exempt from the
registration under the Securities Act pursuant to Section 4(2)
thereof and exempt from registration pursuant to applicable state securities of
blue sky laws, and that the Company's reliance upon such exemptions
is predicated upon such Purchaser's representations set forth in this
Agreement. The Purchaser acknowledges and understands that the Shares
must be held indefinitely unless the Shares are subsequently
registered under the Securities Act and qualified under state law or
unless an exemption from such registration and such qualification is
available. The Company intends to file an S-1 Registration and will
include the Purchaser's shares in said filing.
(c) No
Transfer Except as set forth in Section 4.4 hereunder, the
Purchaser covenants that in no event will the Purchaser dispose of
any of the Shares (other than in conjunction with an effective
registration statement for the Shares under the Securities Act in
compliance with Rule 144 promulgated under the Securities Act) unless and
until (i) the Purchaser shall have notified the Company of the
proposed disposition and shall have furnished the Company with a
statement of the circumstances surrounding the proposed disposition,
and (ii) if reasonable required by the Company, the Purchaser
shall have furnished the Company an opinion of counsel satisfactory
in form and substance to the Company to the effect that (x) such
disposition will not require registration under the Securities Act,
and (y) appropriate action necessary for compliance with the
Securities Act and any other applicable state, local, or foreign law
has been taken, and (iii) the Company has consented, which consent
shall not be unreasonably withheld.
(d) Knowledge
and Experience The Purchaser (i) has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits
and risks of the Purchaser's prospective investment in the Shares;
(ii) has the ability to bear the economic risks of the Purchaser's
prospective investment; (iii) has been furnished with and had access
to such information as the Purchaser has considered necessary to make
a determination as to the purchase of the Shares together with such
additional information a is necessary to verify the accuracy of the
information supplied; (iv) has had all
questions which have been asked by the Purchaser satisfactorily answered by
the Company; (v) has not been offered the Shares by any form of
advertisement, article, notice, or other communication published in
any newspaper, magazine, or similar medium; or broadcast over
television, or radio; or any seminar or meeting whose attendees have
been invited by any such medium and (vi) I am an accredited
investor.
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(e) Not
Organized to Purchase. The Purchaser has not been organized for
the purpose of purchasing the Shares.'
4.2 Legends
Each certificate representing the Shares shall be endorsed with the
following legends:
(a) Federal
Legend. The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the "Act") and
are "restricted securities" as defined in rule 144 promulgated under
the Act. The securities may not be sold or offered for sale or
otherwise distributed except (i) in conjunction 'With an effective
registration statement for the shares under the Act, of (ii) pursuant to
an opinion of counsel, satisfactory to the company, that such
registration or compliance is not required as to said sale, offer, or
distribution.
(b) Other
Legends. With respect to any other legends required by
applicable law, the Company need not register a transfer of legend
Shares, and may also instruct the transfer agent not to register the
transfer of the Shares, unless the conditions specified in such
legend is satisfied.
4.3 Rule
144. The Purchaser is aware of the adoption of Rule 144 by the
SEC promulgated under the Securities Act, which permits limited
public resale of securities acquired in a nonpublic offering, subject
to the satisfaction of certain conditions. The Purchaser understands
that under Rule 144, the conditions include, among other things: the
availability of certain, current public information about the issuer
and the resale occurring not less than six months after the party has
purchased and paid for the securities to be sold.
5. Conditions
to Closing
5.1 Conditions
to the PARTIES Obligations The obligations of the PARTIES at the
Closing are subject to the fulfillment to their satisfaction, on or prior to the
Closing, of the following conditions, any of which may be waived in
accordance with the provisions hereof.
(a) Representations
and Warranties Correct: Performance of Obligations
The representations and warranties made by the PARTIES in Section 3
hereof shall be true and correct when made and at the Closing. The
PARTIES business and assets shall not have been adversely affected in
any material way prior to the Closing. The PARTIES shall have
performed in all material respects all obligations and conditions
herein required to be performed or observed by it on or prior to
closing.
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(b) Consents
and Waivers The Company shall have obtained in a timely fashion any
and all consents, permits, and waivers necessary or appropriate for
the consummation of the transactions contemplated by this
Agreement.
5.2 Conditions
to Obligations of the Company The Company's obligation to sell the
Shares at the closing is subject to the condition that the representations and
warranties made by the Purchaser in Section 4 hereof shall be true
and correct when made, and on the Closing.
6. Affirmative
Covenants of the Company The Company hereby covenants and agrees as
follows:
6.1 Financial
Information The Company will furnish holders of the Shares with
annual audited financial statements together with such notes and commentary by
the management as is usual and customary.
7. Registration
Rights
The
Purchaser is not entitled to any registration rights under this Agreement
or associated with the purchase of the Shares. The purchase shall be
subject to such private restrictions on the transfer of the Shares as
are designated from time to time by the Company or its investment
bankers or underwriters.
8. Risk
Factors
The
securities offered hereby are speculative in nature and involve a high
degree of risk. They should be purchased only by purchasers who can
afford to lose their entire investment in the company, therefore,
each prospective investor should, prior to purchase, consider very
carefully the following risk factors.
8.1 Ariitr Determination
of Stock Price The price of the Shares has
been determined arbitrarily by the Company. The price should not be
regarded as an indication of any future market price of the Company's
stock and has no relation to the value of the
Company's stock.
8.2 Dependence
on Key Personnel The success of the Company is dependent on the
efforts and abilities of its current officers and directors. If the Company were
to lose the services of such officers, its business could be
materially and adversely affected.
8.3 Audited
Financial Statements The Company has prepared or will cause to be
prepared current financial statements through the period ending December 31,
2008. The balance sheet and income statement included therein have
been prepared in accordance with generally accepted accounting
principles and can access these statements on the SEC website on the
Form S-l filing.
8.4 Discretion
in Application of Proceeds In order to accommodate
changing circumstances, the Company's management may allocate the
proceeds of this financing in accordance with its needs and
operation. Subject to the supervision of the Board of Directors, the
Company's management will be give discretion in the application of the
proceeds.
8.5 Restrictions
on Transfer The Shares may not be resold unless such sale
is registered or qualifies for an exemption from registration WIder
the Act and all applicable state securities laws. The Shares should
be considered a suitable investment only for purchasers whose
financial position is such that they will be able to hold the Shares for an
indefinite period. Some state laws may impose additional restrictions
on transfer of the Shares.
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For all of the reasons state in
the risk factors and others, including, without limitation, those set
forth herein, these shares involve a high degree of risk.. Any
purchaser considering an investment in the Securities offered should
be aware of these factors. These securities should only be purchased
by purchasers who can afford a total loss of their investment in the
company and have no immediate need for a return of or on their
investment.
9. Officers
and Directors
9.1 Directors
of the Company. Xxxx Xxxxxxxx and Xxxxxx Xxxxxxx are the sole members
of the Board of Directors of the Company.
9.2 Officers
of the Company Xxxx Xxxxxxxx is Chief Executive Officer and President
and Xxxxxx Xxxxxxx is Secretary and Corporate Counsel and Xxx Xxxxxxxx,
Executive Vice President, Administration ..
10. Miscellaneous
10.1 Governing
Law This Agreement shall be governed in all respects by the laws of
the State of New Jersey as such laws are applied to agreements between residents
entered into and to be performed entirely within New
Jersey.
10.2
Survival The representations, warranties, covenants and agreements
made herein shall survive the Closing of the Transactions
contemplated hereby, notwithstanding any investigation made by the
Purchaser. All statements as to factual matters contained in
any certificate or other instrument delivered by or on behalf of the
Company pursuant hereto or in connection with the transactions
contemplated hereby shall be deemed to be representations
and warranties by the Company hereunder as of the date of such
certificate or instrument.
10.3 Successors and Assigns
Except as otherwise expressly provided herein, the provisions hereof
shall inure to the benefit of, and be binding upon, the successors,
assigns heirs, executors, and administrators of the parties
hereto.
10.4 Entire Agreement This
Agreement and the other documents delivered pursuant hereto
constitute the full and entire understanding and agreement between the parties
with
regard to the subjects hereof and thereof and they supersede, merge, and render
void every other
prior written and/or oral understanding or agreement among or between the
parties hereto.
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10.5 Notices, Etc. All notices
and other communications required or permitted hereunder shall be in
writing and shall be delivered personally, mailed by first class
mail, postage prepaid, or delivered by courier or overnight delivery,
addressed )a_ if to a Purchaser, at such Purchaser's address set
forth above, or at such other address as such Purchaser shall
have furnished to the Company in writing, or (b) if so the Company,
at its address set forth at the beginning of this Agreement, or at
such other address as the Company shall have furnished to
the Purchaser in writing. Notices that are mailed shall be deemed
received five (5) days after deposit in the United States mail.
Notices sent by courier or overnight delivery shall be deemed
received two (2) days after they have been so sent.
10.6 Severability In case any
provision of this Agreement shall be found by a court of law to be
invalid, illegal, or unenforceable, the validity, legality and enforceability of
the remaining provisions of this Agreement shall not in any way be
affected or impaired thereby.
10.7 Finder's Price and Other Fees
(a) The
Company (i) represents and warrants that it has retained no finder
or broker in connection with the transactions contemplated by this
Agreement, and (ii) hereby agrees to indemnify and to hold Purchaser
harmless from and against any liability for commissions or
compensation in the nature of a finder's fee to any broker or
other person or firm and the costs and expenses of defending against
such liability or asserted liability) for which the Company, or any
of its employees or representatives, is responsible.
(b) The
Purchaser (i) represents and warrants that the Purchaser has
retained no finder or broker in connection with the transactions
contemplated by this Agreement, and (ii) hereby agrees to indemnify
and to hold the Company harmless from and against any liability for
any commission or compensation in the nature of a finder's fee to
any broker or other person or firm (and the costs and expenses of
defending against such liability or asserted liability) for which
such Purchaser is responsible.
10.8 Expenses the Company and
the Purchaser shall each bear their own expenses and legal fees in
connection with the consummation of this transaction.
10.9 Titles and Subtitles The
titles of the sections and subsections of this Agreement are for
convenience of reference and are not to be considered in construing
this Agreement.
10.10 Counterparts This Agreement may be
executed in any number of counterparts, each of which shall be an
original, but all of which together shall constitute
one instrument.
10.11 Delays or Omissions No delay or
omission to exercise any right, power, or remedy accruing to the
Company or to any holder of any securities issued or to be
issued hereunder shall impair any such right, poser, or remedy of the
Company or such holder, nor shall it be construed to be a waiver of
any breach or default under this Agreement, or an
acquiescence therein, or of or in any similar breach or default
thereafter occurring; not shall any failure to exercise any right,
power, or remedy or any waiver of any single breach or a waiver of any
other right, power or remedy or breach or default theretofore or
thereafter occurring. All remedies, either under this Agreement, or
by law or otherwise afforded to the Company or any holder, shall be
cumulative ant not alternative.
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IN WITNESS "THEREOF,
the parties hereto have executed this Agreement this _ day of August,
2009.
COMPANY;
HEALTHCARE
CORPORATION OF AMERCA
/S/ Xxxx
Xxxxxxxx
XXXX
XXXXXXXX, CEO AND PRESIDENT
PURCHASER
/s/ Xxxxxx
Xxxxxxxxx
XXXXXX
XXXXXXXXX
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