Xxxxxxx 00
XXXX XXXXXXXX AGREEMENT
This Unit Purchase Agreement (the "Agreement") is between Xxxxx X. Little
("Little") with offices at 000 Xxxx Xxxx Xxxxxx, Xxxxxxx, Xxxxx, and Diasense
Inc, ("Diasense") a Pennsylvania Corporation, for the purpose of providing the
terms and conditions for the purchase by Little of 1000 units of common stock
and common stock purchase warrants (the "Units") offered by Diasense for
$125,000. Each Unit shall consist of 11,100 restricted shares of the common
stock of Diasense ("Common Stock") and 500 common stock purchase warrants
("Warrant(s)"). Each Warrant shall allow the holder to purchase one share of
Common Stock at a purchase price of $.10 per share. (see Warrant Agreement,
Exhibit A.)
In consideration of the mutual covenants and conditions herein contained,
the parties hereto agree as follows:
1. The parties to this Agreement are aware that Diasense is an illiquid public
entity. It is understood by all signing parties that the intent of Little
is to reorganize and recapitalize the company.
2. Diasense represents (a) that its total authorized capital stock consists of
40,000,000 shares of Common Stock par value $.0l of which no more than
11,019,801 shares, exclusive of the shares being purchased by Little
hereunder, will be issued and outstanding when Little's Unit purchase is
completed and (b) that it is a reporting, non trading public company.
3. Little's obligations to purchase said Units are subject to the completion
of the following conditions:
a. Receipt of a Good Standing Certificate from the State of Pennsylvania
for Diasense;
b. Completion and filing of all required documents and reports under
Securities and / Exchange Commission regulations and delivery of Xxxxx
filing codes;
d. Receipt of a Federal and State tax lien and judgment search and State
and County / UCC lien search of Diasense showing no liens or
judgments;
e. Receipt of resignations from the Board of Directors and all officers
of Diasense and the simultaneous appointment of Xxxxx Xxxxxx to the
Board of Directors;
f. Repurchase of 11,975,000 common shares of Common Stock held in the
name Dominion Assets, LLC and such shares returned to the Treasury of
Diasense as authorized and unissued;
g. Representation by Management of Diasense that there are no undisclosed
liabilities, contingent or otherwise, from the last Xxxxx filing and
that an audited balance sheet would show no liabilities at the time of
Closing;
h. Delivery of all corporate records and substitution of Xxxxx X. Little
as sole signatory on the Company's checking account;
i. A review by representatives of Securities Transfer Corporation of
Dallas, Texas that confirms that stockholder records are in order and
that the stockholder and certificate data is readable into their
computer system; and
j. Representation by current and former management that the stockholder
and certificate records are in order and they are not aware of any
discrepancies or errors.
4. It is agreed by the parties to this Agreement that a closing will take
place in Pittsburgh, Pennsylvania upon receipt of items listed in Section 3
on or before September 30, 2006.
EXECUTED to be effective as of September 13, 2006.
/s/ Xxxxx X. Little
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Diasense Inc.
a Pennsylvania Corporation
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Executive Vice President
