URON INC. COMMON STOCK PURCHASE AGREEMENT
EXHIBIT
10.1
URON
INC.
This
Common Stock Purchase Agreement (the “Agreement”)
is
entered into as of November 29, 2007, by and among URON Inc., a Minnesota
corporation (the “Company”),
and
Xxxxxxxxxxx Xxxxxx (the “Purchaser”).
RECITALS
WHEREAS,
Purchaser desires to purchase shares of the Company’s common stock on the terms
and conditions set forth herein; and
WHEREAS,
the
Company desires to issue and sell the Shares to Purchaser on the terms and
conditions set forth herein.
NOW,
THEREFORE,
in
consideration of the foregoing recitals and the mutual promises hereinafter
set
forth, the parties hereto agree as follows:
SECTION
1. AGREEMENT
TO SELL AND PURCHASE.
1.1 Authorization
of Shares.
On or
prior to the Closing (as defined in Section 2.1 below), the Company shall have
authorized the sale and issuance of the Shares (as defined below) to Purchaser.
1.2 Sale
and Purchase.
The
Company hereby agrees to issue and sell 1,071,875 shares of Company common
stock
(the “Shares”)
to
Purchaser, and Purchaser agrees, to purchase from the Company at the Closing
the
Shares at a total purchase price of Five hundred Thousand Dollars ($500,000)
(the “Purchase
Price”),
free
and clear of all liens and other encumbrances.
SECTION
2. CLOSING,
DELIVERY AND PAYMENT.
2.1 Closing.
The
closing of the sale and purchase of the Shares under this Agreement (the
“Closing”
)
shall
take place, at such time or place as the Company and Purchaser may mutually
agree but not later than December 31, 2007 (the date of such Closing is
hereinafter referred to as the “Closing
Date”).
2.2 Delivery.
Within
three days of the Closing, subject to the terms and conditions hereof and in
addition to other items to be delivered pursuant to this Agreement, the Company
will deliver to the Purchaser certificates representing the number of Shares
to
be purchased at the Closing by the Purchaser, against payment of the purchase
price therefor by check or wire transfer made payable to the order of the
Company.
SECTION
3. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.
URON
hereby represents and warrant as follows, each of which representations and
warranties shall also be true as of the Closing:
3.1 As
of the
Closing, the Shares will, when so issued and delivered, constitute duly
authorized, validly and legally issued, fully-paid, nonassessable shares of
the
Company’s capital stock, will not be issued in violation of any preemptive or
similar rights and will be issued free and clear of all liens and encumbrances.
1
3.2 The
Company has the corporate power to enter into this Agreement and to perform
its
obligations hereunder. The execution and delivery of this Agreement and the
consummation of the transaction contemplated hereby have been duly authorized
by
the Board of Directors of the Company. This Agreement has been duly executed
and
delivered by the Company and constitutes a legal, valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms
except as enforcement may be limited by applicable bankruptcy, insolvency or
other laws affecting creditor’s rights generally or by legal principles of
general applicability governing the availability of equitable remedies.
3.3 The
Company is duly organized, validly existing and in good standing under the
laws
of the jurisdiction of its incorporation; has the corporate power to own, lease
and operate its property and to carry on its business as now being conducted
and
is duly qualified to do business and in good standing to do business in any
jurisdiction where so required except where the failure to so qualify would
have
no material adverse effect on the Company.
3.4 The
Company has filed all federal, state, county and local income, excise, property
and other tax, governmental and/or other returns, forms, filings, or reports,
which are due or required to be filed by it prior to the date hereof and have
paid or made adequate provision in the Company’s financial statements for the
payment of all taxes, fees, or assessments which have or may become due pursuant
to such returns, filings or reports or pursuant to any assessments received.
The
Company is not delinquent or obligated for any tax, penalty, interest,
delinquency or charge and there are no tax liens or encumbrances applicable
to
either corporation.
3.5 The
Company has complied with all of the provisions relating to the issuance of
securities, and for the registration thereof, under the Securities Act, other
applicable securities laws, and all applicable blue sky laws in connection
with
any and all of its stock issuances. There are no outstanding, pending or
threatened stop orders or other actions or investigations relating thereto
involving federal and state securities laws. All issued and outstanding shares
of the Company’s capital stock were offered and sold in compliance with federal
and state securities laws and were not offered, sold or issued in violation
of
any preemptive right, right of first refusal or right of first offer and are
not
subject to any right of recission.
3.6 The
Company is and has been in compliance with, and the Company has conducted any
business previously owned or operated by it in compliance with, all applicable
laws, orders, rules and regulations of all governmental bodies and agencies,
including applicable securities laws and regulations (including, without
limitation, the Sarbanes Oxley Act of 2002) and environmental laws and
regulations, except where such noncompliance has and will have, in the
aggregate, no material adverse effect.
3.7 The
Company has filed all required documents, reports and schedules with the SEC,
the NASD and any applicable state or regional securities regulators or
authorities (collectively, the “URON
SEC Documents”).
As of
their respective dates, the Company’s SEC Documents complied in all material
respects with the requirements of the Securities Act, the Securities Exchange
Act of 1934, as amended (the “Exchange
Act”),
the
NASD rules and regulations and state and regional securities laws and
regulations, as the case may be, and, at the respective times they were filed,
none of the Company’s SEC Documents contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. The financial statements (including,
in
each case, any notes thereto) of the Company included in the Company’s SEC
Documents complied as to form and substance in all material respects with
applicable accounting requirements and the rules and regulations of the SEC
with
respect thereto, were prepared in accordance with generally accepted accounting
principles (except as may be indicated therein or in the notes thereto) applied
on a consistent basis during the periods involved (except as may be indicated
therein or in the notes thereto) and fairly presented in all material respects
the financial position of the Company as of the respective dates thereof and
the
results of its operations and its cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit
adjustments and to any other adjustments described therein).
2
3.8 The
Company is in compliance with the requirements of the Xxxxxxxx-Xxxxx Act of
2002
applicable to it as of the date of this Agreement. The Company maintains a
system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management’s
general or specific authorizations, (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with GAAP and to
maintain asset accountability, (iii) access to assets is permitted only in
accordance with management’s general or specific authorization, and (iv) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences. The Company has established disclosure controls and procedures
(as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and
designed such disclosures controls and procedures to ensure that material
information relating to the Company, is made known to the certifying officers
by
others within the Company, particularly during the period in which the Company’s
Form 10-KSB or 10-QSB, as the case may be, is being prepared. The Company’s
certifying officers have evaluated the effectiveness of the Company’s controls
and procedures as of the date of its most recently filed periodic report (such
date, the “Evaluation
Date”).
The
Company presented in its most recently filed periodic report the conclusions
of
the certifying officers about the effectiveness of the disclosure controls
and
procedures based on their evaluations as of the Evaluation Date. Since the
Evaluation Date, there have been no significant changes in the Company’s
internal control over financial reporting (as such term is defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) or in other factors that could significantly
affect the Company’s internal control over financial reporting. The Company’s
auditors, at all relevant times, have been duly registered in good standing
with
the Public Company Accounting Oversight Board.
3.9 There
are
no legal, administrative, arbitral or other proceedings, claims, suits, actions
or governmental investigations of any nature pending, or to the Company’s
knowledge threatened, directly or indirectly involving the Company’s officers,
directors or affiliates, including, but not limited to any stockholder claims
or
derivative actions, or challenging the validity or propriety of the transactions
contemplated by this Agreement.
SECTION
4. REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER.
Purchaser
hereby represents and warrants to the Company as follows:
4.1 Requisite
Power and Authority. Purchaser
has all necessary authority under all applicable provisions of law to execute
and deliver this Agreement Investment Document and to carry out the provisions
contained herein. All actions on Purchaser’s part required for the lawful
execution and delivery of this Agreement have been or will be effectively taken
prior to the Closing. Upon its execution and delivery, this Agreement will
be a
valid and binding obligation of Purchaser, enforceable in accordance with its
terms, except as limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general application affecting
enforcement of creditors’ rights, and (ii) general principles of equity that
restrict the availability of equitable remedies.
4.2 Investment
Representations.
Purchaser understands that the Shares have not been registered under the
Securities Act. Purchaser also understands that the Shares are being offered
and
sold pursuant to an exemption from registration contained in the Securities
Act
of 1933, as amended (the “Securities
Act”)
based
in part upon Purchaser’s representations contained in the Agreement. Purchaser
hereby represents and warrants as follows:
3
(a) Purchaser
Bears Economic Risk.
Purchaser has substantial experience in evaluating and investing in private
placement transactions of securities in companies similar to the Company so
that
it is capable of evaluating the merits and risks of its investment in the
Company and has the capacity to protect its own interests. Purchaser must bear
the economic risk of this investment indefinitely unless the Shares are
registered pursuant to the Securities Act, or an exemption from registration
is
available. Purchaser understands that the Company has no present intention
of
registering, or obligation to register, the Shares. Purchaser also understands
that there is no assurance that any exemption from registration under the
Securities Act will be available and that, even if available, such exemption
may
not allow Purchaser to transfer all or any portion of the Shares, under the
circumstances, in the amounts or at the times each Purchaser might
propose.
(b) Acquisition
for Own Account. Purchaser
is acquiring the Shares, for Purchaser’s own account for investment only, and
not with a view towards their distribution.
(c) Purchaser
Can Protect His Interest.
Purchaser represents that by reason of his business or financial experience,
Purchaser has the capacity to protect his own interests in connection with
the
transaction contemplated in this Agreement.
(d) Company
Information.
Purchaser has had an opportunity to discuss the Company’s business, management
and financial affairs with directors, officers and management of the Company
and
has had the opportunity to review the Company’s operations and facilities.
Purchaser has also had the opportunity to ask questions of and receive answers
from, the Company and its management regarding the terms and conditions of
this
investment.
(e) Rule
144.
Purchaser acknowledges and agrees that the Shares, must be held indefinitely
unless they are subsequently registered under the Securities Act or an exemption
from such registration is available. Purchaser has been advised or is aware
of
the provisions of Rule 144 promulgated under the Securities Act, which permits
limited resale of shares purchased in a private placement subject to the
satisfaction of certain conditions, including, among other things: the
availability of certain current public information about the Company, the resale
occurring not less than one year after a party has purchased and paid for the
security to be sold, the sale being through an unsolicited “broker’s
transaction” or in transactions directly with a market maker (as said term is
defined under the Securities Exchange Act of 1934, as amended) and the number
of
shares being sold during any three-month period not exceeding specified
limitations.
(f) Accredited
Investor.
Purchaser is an accredited investor as that term is defined in Regulation D
promulgated under the Securities Act.
4.3 No
Breach.
The
execution, delivery and performance of this Agreement and the consummation
by
Purchaser of the transactions contemplated hereby, do not conflict with or
result in any breach of any of the provisions of, constitute a default under,
result in a violation of, result in the creation of any right of termination
or
acceleration or claim respecting the Shares or Purchaser; or require any
authorization, consent, approval, exemption or other action by or notice to
any
third party or governmental body, or any indenture, mortgage, lease, loan
agreement or other agreement or instrument by which the Purchaser is bound
or
affected, or any law, statute, rule, regulation, order, judgment or decree
to
which the Purchaser is subject.
4
SECTION
5. CONDITIONS
TO CLOSING.
5.1 Conditions
to Purchaser’s Obligations at the Closing.
Purchaser’s obligation to purchase Shares at the Closing is subject to the
satisfaction, at or prior to the Closing of the following
conditions:
(a) Representations
and Warranties True; Performance of Obligations.
The
representations and warranties made by the Company in Section 3 hereof shall
be
true and correct in all material respects (except for such representations
and
warranties that are qualified as to materiality, material adverse effect or
material adverse change which shall be true and correct in all respects) as
of
the Closing Date with the same force and effect as if they had been made as
of
the Closing Date, and the Company shall have performed all obligations and
conditions herein required to be performed or observed by it on or prior to
the
Closing Date.
(b) Legal
Investment.
On the
Closing Date, the sale and issuance of the Shares shall be legally permitted
by
all laws and regulations to which Purchaser and the Company are
subject.
(c) Authorizations.
The
Company shall have obtained any and all consents, approvals, qualifications,
orders or authorizations of, filings with, or notices to the Board of Directors,
the shareholders of the Company and any governmental authority or any other
third party, with the Company’s valid execution, delivery or performance of the
offer, sale and issuance of the Shares.
5.2 Conditions
to Obligations of the Company.
The
Company’s obligation to issue and sell the Shares at the Closing Date is subject
to the satisfaction, on or prior to the Closing Date, of the following
conditions:
(a) Representations
and Warranties True.
The
representations and warranties made by Purchaser in Section 4 hereof shall
be
true and correct in all material respects at the Closing Date, with the same
force and effect as if they had been made on and as of the Closing
Date.
(b) Performance
of Obligations.
Purchaser shall have performed and complied with all agreements and conditions
herein required to be performed or complied with by that Purchaser on or before
the Closing Date.
SECTION
6. Survival.
All
representations, warranties, covenants and agreements contained in this
Agreement, or in any schedule, certificate, document or statement delivered
pursuant hereto, shall survive (and not be affected in any respect by) the
Closing, any investigation conducted by any party hereto and any information
which any party may receive. Notwithstanding the foregoing, the representations
and warranties contained in or made pursuant to this Agreement shall terminate
on, and no claim or action with respect thereto may be brought after, the date
that is 270 days after the Effective Date, except that (i) the representation
and warranty under Section 4.2 shall survive for two years and (ii) claims
for
breaches of the representations, warranties and covenants hereunder and arising
out of or related to the fraud or willful misconduct of any of the parties
shall
survive indefinitely.
SECTION
7. MISCELLANEOUS.
7.1 Governing
Law; Waiver of Jury Trial. THIS AGREEMENT AND THE INVESTMENT DOCUMENTS SHALL
BE
GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF MINNESOTA AS SUCH LAWS
ARE
APPLIED TO AGREEMENTS BETWEEN MINNESOTA RESIDENTS ENTERED INTO AND PERFORMED
ENTIRELY IN NEW YORK. THE PURCHASERS AND THE COMPANY HEREBY EXPRESSLY WAIVE
ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHT, POWER, OR REMEDY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF
THE
INVESTMENT DOCUMENTS OR UNDER OR IN CONNECTION WITH ANY AMENDMENT, INSTRUMENT,
DOCUMENT, OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING
IN
CONNECTION WITH THIS AGREEMENT OR ANY INVESTMENT DOCUMENT, AND AGREE THAT ANY
SUCH ACTION SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THE TERMS
AND
PROVISIONS OF THIS SECTION CONSTITUTE A MATERIAL INDUCEMENT FOR THE PARTIES
ENTERING INTO THIS AGREEMENT.
5
(a) Severability.
If any
provision of this Agreement is declared by any court or other Governmental
Body
to be null, void, or unenforceable, this Agreement shall be construed so that
the provision at issue shall survive to the extent it is not so declared null,
void, or unenforceable and all of the other provisions of this Agreement shall
remain in full force and effect.
(b) Entire
Agreement.
This
Agreement, together with all exhibits and schedules hereto attached, constitutes
the entire agreement among the parties pertaining to the subject matter hereof
and completely supersedes all prior or contemporaneous agreements,
understandings, arrangements, commitments, negotiations, and discussions of
the
parties, whether oral or written, all of which shall have no substantive
significance or evidentiary effect. Each party acknowledges, represents, and
warrants that it has not relied on any representation, agreement, understanding,
arrangement, or commitment that has not been expressly set forth in this
Agreement. Each party acknowledges, represents and warrants that this Agreement
is fully integrated and parol evidence is needed to reflect the intentions
of
the parties. The parties specifically intend that the literal words of this
Agreement shall, alone, conclusively determine all questions concerning the
parties’ intent.
(c) Notices.
Unless
otherwise expressly provided herein, all notices, requests, demands,
instructions, documents, and other communications to be given hereunder by
either party to the other shall be in writing, shall be sent to the address/fax
number set forth below (provided that any party may at any time change its
address for notice or other such information by giving written notice thereof
in
accordance with this Section), and shall be deemed to be duly given upon the
earliest of (a) hand delivery, or (b) the first business day after sending
by
reputable overnight delivery service for next-day delivery.
If
to
URON:
Uron
Inc.
Attention:
Xxxxxx Xxxxxx
0000
Xxxxxxx Xxxxxx Xxxxx
Xxx
Xxxx,
XX 00000
with
a
copy to:
Xxxxxx
Xxxxxxx Xxxxxx & Brand, LLP
Attention:
Xxxx Xxxxxxxxxx
3300
Xxxxx Fargo Center
00
Xxxxx
Xxxxxxx Xxxxxx
Xxxxxxxxxxx,
XX 00000
Fax:
(000) 000-0000
6
If
to a
Purchaser:
Xxxxxxxxxxx
Xxxxxx
0000
Xxxxxxx Xxxxxx
Xxxxxxxxx,
Xxxxxx 00000
(d) Amendments;
Waivers.
This
Agreement may not be amended or modified unless such amendment or modification
is in writing and signed by all of the parties to this Agreement. The terms,
covenants, representations, warranties, or conditions of this Agreement may
only
be waived in writing. Any waiver of any condition, or of the breach of any
provision, term, covenant, representation, or warranty contained in this
Agreement, in any one or more instances, shall not be deemed to be or construed
as a further or continuing waiver of any condition, or of the breach of any
other provision, term, covenant, representation, or warranty of this Agreement.
(e) Successors
and Assigns.
The
rights and obligations under this Agreement may not be assigned or delegated
unless in writing executed by the parties hereto, and any attempted assignment
or delegation without such prior written consent shall be void and of no force
or effect. This Agreement shall inure to the benefit of, and shall be binding
upon, the successors and permitted assigns of the parties to this Agreement.
(f) Governing
Law; Submission to Jurisdiction.
This
Agreement and all transactions contemplated hereby shall be governed by, and
construed and enforced in accordance with, the laws of the State of Minnesota,
and shall be treated in all respects as a State of Minnesota contract, without
regard to any state’s laws related to choice or conflict of laws. The parties
irrevocably agree and consent to the jurisdiction of the courts of the States
of
Minnesota and the federal courts of the United States sitting in such state
for
the adjudication of any matters arising under, or in connection with, this
Agreement.
(g) Counterparts.
This
Agreement may be executed in any number of counterparts and by different parties
on separate counterparts, each of which, when executed and delivered, shall
be
deemed to be an original, and all of which, when taken together, shall
constitute but one and the same Agreement. Delivery of an executed counterpart
of this Agreement by facsimile shall be equally as effective as delivery of
an
original executed counterpart of this Agreement. Any party delivering an
executed counterpart of this Agreement by facsimile also shall deliver an
original executed counterpart of this Agreement, but the failure to deliver
an
original executed counterpart shall not affect the validity, enforceability,
and
binding effect of this Agreement.
7.2 Remedies.
Each of
the parties to this Agreement will be entitled to enforce its rights under
this
Agreement specifically, to recover damages by reason of any breach of any
provision of this Agreement and to exercise all other rights existing in its
favor. The parties hereto agree and acknowledge that money damages may not
be an
adequate remedy for any breach of the provisions of this Agreement and that
any
party shall be entitled to immediate injunctive relief or specific performance
without bond or the necessity of showing actual monetary damages in order to
enforce or prevent any violations of the provisions of this
Agreement.
7.3 Indemnification.
The
parties shall indemnify each other for all damages, including reasonable costs
of investigation and attorneys’ fees, arising from any breach of a
representation, warranty or covenant hereunder.
7
7.4 Intentionally
Omitted.
7.5 Reverse
Stock Split.
The
Shares purchased hereunder shall not be affected by, and shall for all purposes
be considered issued subsequent to, the effectuation of any stock combination
(i.e., reverse stock split) of the Company in any way connected with a
transaction involving the Company and Wyoming Financial Lenders, Inc., a Wyoming
corporation. Accordingly, and to effectuate the intent of this Section, the
Company may delay the book entry and issuance of the Shares (and corresponding
certificates) until such time as it shall have effected such a stock combination
(but in no event may such book entry and issuance be delayed more than six
weeks
after the Closing); provided, however, that if the Company’s shareholders shall,
during the period of any such delay permitted by this Section, become entitled
to vote or entitled to receive any distribution upon their shares of Company
capital stock, the Company shall for all such purposes treat the Shares as
issued and outstanding.
7.6 Severability.
In case
any provision of the Agreement shall be invalid, illegal or unenforceable,
the
validity, legality and enforceability of the remaining provisions shall not
in
any way be affected or impaired thereby.
7.7 Attorneys’
Fees.
In the
event that any dispute among the parties to this Agreement should result in
litigation, the prevailing party in such dispute shall be entitled to recover
from the losing party all fees, costs and expenses of enforcing any right of
such prevailing party under or with respect to this Agreement, including without
limitation, such reasonable fees and expenses of attorneys and accountants,
which shall include, without limitation, all fees, costs and expenses of
appeals.
7.8 Restrictive
Legend and Stop-Transfer Orders.
(a) Legend.
Purchaser understands and agrees that the Company will cause the legend set
forth below or a legend substantially equivalent thereto, to be placed upon
any
certificate(s) evidencing ownership of the Shares, together with any other
legends that may be required by state or federal securities laws, or by the
Bylaws of the Company, or by any other agreement between Purchaser and the
Company or between Purchaser and any third party:
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD
OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION
TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS.
(b) Stop-Transfer
Instructions.
Purchaser agrees that, in order to ensure compliance with the restrictions
referred to herein, the Company may issue appropriate “stop-transfer”
instructions to its transfer agent, if any, and that, if the Company transfers
its own securities, it may make appropriate notations to the same effect in
its
own records.
8
(c) Refusal
to Transfer.
The
Company will not be required (i) to transfer on its books any Shares that have
been sold or otherwise transferred in violation of any of the provisions of
this
Agreement or (ii) to treat as owner of such Shares or to accord the right to
vote or pay dividends to any purchaser or other transferee to whom such Shares
have been so transferred.
IN
WITNESS WHEREOF,
the
parties hereto have executed this COMMON STOCK PURCHASE AGREEMENT as of the
date
set forth in the first paragraph hereof.
|
COMPANY:
|
URON INC. | |
| |
|
|
| By: /s/ Xxxxxx Xxxxxx | ||
|
Name: Xxxxxx Xxxxxx |
||
|
Title: Director
|
||
|
PURCHASER:
|
Xxxxxxxxxxx Xxxxxx | |
|
/s/ Xxxxxxxxxxx Xxxxxx |
||
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