FORM OF STOCK PURCHASE AGREEMENT
Exhibit
10.1
FORM
OF STOCK PURCHASE AGREEMENT
This
Stock Purchase Agreement is dated as of May 28, 2010 (this “Agreement”), between
Ladenburg Xxxxxxxx Financial Services Inc., a Florida corporation (the “Company”), and
___________________, a _______________________ (the “Purchaser”).
WHEREAS,
the Company desires to sell to Purchaser, and Purchaser desires to purchase from
the Company, shares of the Company’s common stock, par value $.0001 per share
(the “Common
Stock”), on the terms and subject to the conditions set forth in this
Agreement.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
in this Agreement and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
the parties agree as follows:
Article
1
Purchase
and Sale of Common Stock
1.1 Purchase and Sale of the
Shares. Subject to the terms and conditions hereof, the
Company hereby agrees to issue and sell to Purchaser, and Purchaser hereby
agrees to purchase from the Company, ___________________ shares of Common Stock
(the “Shares”)
at a purchase price of $1.00 per share for an aggregate purchase price of
$_____________ (the “Purchase
Price”).
1.2 Closing. The
closing of the issuance and sale of the Shares (the “Closing”) shall take
place at the Company’s offices in Miami, Florida on June 7, 2010, or if later,
the date upon which all regulatory approvals have been obtained. As
payment in full for the Shares being purchased at the Closing, Purchaser shall
pay to the Company the Purchase Price by wire transfer.
Article
2
Additional
Agreements
The
Company and Purchaser shall cooperate with each other and use their respective
commercially reasonable best efforts to take or cause to be taken all actions,
and do or cause to be done all things, necessary, proper or advisable under this
Agreement and applicable laws and regulations to consummate and make effective
the sale of the Shares (the “Sale”) and the other
transactions contemplated by this Agreement as soon as practicable, including
preparing and filing as promptly as practicable all documentation to effect all
necessary applications, notices, petitions, filings and other documents and to
obtain as promptly as practicable all permits, consents, approvals and
authorizations necessary or advisable to be obtained from any third party and/or
any governmental entity in order to consummate the Sale or any of the other
transactions contemplated by this Agreement.
Article
3
Representations
and Warranties of the Company
The
Company represents and warrants to Purchaser as of the date hereof as
follows:
3.1 Authorization of Agreements,
etc. The execution and delivery by the Company of this
Agreement, the performance by the Company of its obligations hereunder, and the
issuance, sale and delivery of the Shares have been duly authorized by all
requisite corporate action and will not result in any violation of, be in
conflict with, or constitute a default under, with or without the passage of
time or the giving of notice: (a) any provision of the Company’s Articles of
Incorporation, as amended, or Bylaws, as amended; (b) any provision of any
judgment, decree or order to which the Company is a party or by which it is
bound; (c) any material contract or agreement to which the Company is a party or
by which it is bound; or (d) any statute, rule or governmental regulation
applicable to the Company, except where such violation, conflict, or default
would not have a material adverse effect on the Company.
3.2 Valid Issuance of Common
Stock. The Shares have been duly authorized and, when issued,
sold and delivered in accordance with this Agreement for the consideration
expressed herein will be validly issued, fully paid and nonassessable with no
personal liability attaching to the ownership thereof and will be free and clear
of all liens, charges and encumbrances of any nature whatsoever except for
restrictions on transfer under this Agreement and under applicable Federal and
state securities laws.
3.3 Validity. This
Agreement has been duly executed and delivered by the Company and constitutes
the legal, valid and binding obligation of the Company, enforceable in
accordance with its terms except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, and other laws of general application
affecting enforcement of creditors’ rights generally, and (ii) as limited by
laws relating to the availability of specific performance, injunctive relief, or
other equitable remedies.
3.4 Brokers and
Finders. Except for Ladenburg Xxxxxxxx & Co. Inc., neither
the Company nor any of its subsidiaries, officers, directors or employees has
employed any broker or finder or incurred any liability for any brokerage fees,
commissions or finders’ fees in connection with the Sale or the other
transactions contemplated by this Agreement.
Article
4
Representations
and Warranties of Purchaser
The
Purchaser represents and warrants to the Company as of the date hereof as
follows:
4.1 Validity. This
Agreement has been duly executed and delivered by Purchaser and constitutes the
legal, valid and binding obligation of Purchaser, enforceable in accordance with
its terms except:
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(a) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium, and
other laws of general application affecting enforcement of creditors’ rights
generally; and
(b) as
limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies.
4.2 Investment
Representations.
(a) Purchaser
is an “accredited investor” within the meaning of Rule 501 of Regulation D under
the Securities Act of 1933, as amended (the “Securities Act”) and
was not organized for the specific purpose of acquiring the Shares;
(b) Purchaser
has sufficient knowledge and experience in investing in companies similar to the
Company so as to be able to evaluate the risks and merits of its investment in
the Company and it is able financially to bear the risks thereof;
(c) it
is the present intention that the Shares being purchased by Purchaser are being
acquired for Purchaser’s own account for the purpose of investment and not with
a present view to or for sale in connection with any distribution
thereof;
(d) Purchaser
understands that:
(i) the
Shares have not been registered under the Securities Act by reason of their
issuance in a transaction exempt from the registration requirements of the
Securities Act pursuant to Section 4(2) thereof or Rule 505 or 506 promulgated
under the Securities Act;
(ii) the
Shares must be held indefinitely unless a subsequent disposition thereof is
registered under the Securities Act or is exempt from such
registration;
(iii) the
Shares will bear a legend to such effect; and
(iv) the
Company will make a notation on its transfer books to such effect;
and
(e) the
Company has made available to Purchaser all documents and information that the
Purchaser has requested relating to an investment in the Company.
4.3 Brokers and
Finders. The Purchaser has not employed any broker or finder
or incurred any liability for any brokerage fees, commissions or finders’ fees
in connection with the Sale or the other transactions contemplated by this
Agreement.
Article
5
Miscellaneous
5.1 Legend. Each
certificate that represents Shares shall have conspicuously endorsed thereon the
following legends:
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THIS
STOCK HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THIS STOCK MAY NOT
BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (A) A
REGISTRATION STATEMENT FOR THE STOCK UNDER THE SECURITIES ACT IS IN EFFECT OR
(B) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS
SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT OR THE RELEVANT STATE SECURITIES
LAWS.
5.2 Brokerage. Each
party hereto will indemnify and hold harmless the other against and in respect
of any claim for brokerage or other commissions relative to this Agreement or to
the transactions contemplated hereby, based in any way on agreements,
arrangements or understandings made or claimed to have been made by such party
with any third party.
5.3 Parties in
Interest. All representations, covenants and agreements
contained in this Agreement by or on behalf of any of the parties hereto shall
bind and inure to the benefit of the respective successors and assigns of the
parties hereto whether so expressed or not.
5.4 Notices. All
notices, requests, consents, 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,
on the date of transmittal of services via telecopy to the party to whom notice
is to be given (with a confirming copy delivered within 24 hours thereafter), 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, or
overnight mail via a nationally recognized courier providing a receipt for
delivery and properly addressed as follows:
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If
to the Company:
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Ladenburg
Xxxxxxxx Financial Services Inc.
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0000 Xxxxxxxx Xxxx.
00xx
Xxxxx
Xxxxx, XX 00000
Attn: Xxxxx X. Xxxxxx,
Esq.
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If
to the Purchaser:
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To
the address specified on the signature pages
hereto.
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Any party
may change its address for purposes of this paragraph by giving notice of the
new address to each of the other parties in the manner set forth
above.
5.5 Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida for all purposes and in all
respects, without regard to the conflict of law provisions of such
state.
5.6 Entire
Agreement. This Agreement constitutes the sole and entire
agreement of the parties with respect to the subject matter hereof.
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5.7 Counterparts. This
Agreement may be executed in two or more counterparts (including facsimiles),
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
5.8 Amendments and
Waivers. This Agreement may be amended or modified, and
provisions hereof may be waived, only with the written consent of the Company
and the Purchaser.
5.9 Severability. If
any provision of this Agreement shall be declared void or unenforceable by any
judicial or administrative authority, the validity of any other provision and of
the entire Agreement shall not be affected thereby.
5.10 Titles and
Subtitles. The titles and subtitles used in this Agreement are
for convenience only and are not to be considered in construing or interpreting
any term or provision of this Agreement.
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NOW
THEREFORE, the Company and Purchaser have executed this Stock Purchase Agreement
as of the date first above written.
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LADENBURG
XXXXXXXX FINANCIAL SERVICES INC.
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By:
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Name:
Xxxxxxx X. Xxxxxx
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Title:
President and
CEO
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Company
Signature Page to Stock Purchase Agreement
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PURCHASER
GOLD SINO
ASSETS LTD.
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By:
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Name:
Xxx Xxxx-Xxxxxx
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Title:
Director
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Address:
Offshore Xxxxxxxx, P.O. Box 217, Apia
Samoa
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Purchaser
Signature Page to Stock Purchase Agreement
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INVESTOR
XXXXX
XXXX COMPANY LIMITED
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By:
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Name:
Xxx Xxxx-Xxx
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Title:
Director
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Address:
Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin
Islands
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Purchaser
Signature Page to Stock Purchase Agreement
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PURCHASER
XXXX X.
XXXXX, PH.D.
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By:
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XXXX X.
XXXXX, PH.D.
Address:
Purchaser
Signature Page to Stock Purchase Agreement
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PURCHASER
XX.
XXXXXX X. XXXX REVOCABLE TRUST DATED 6/17/1998
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By:
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Name: Xx.
Xxxxxx X. Xxxx
Title:
Trustee
Address:
Purchaser
Signature Page to Stock Purchase Agreement
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PURCHASER
XXXXXX
XXXXXXXXX
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By:
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XXXXXX
XXXXXXXXX
Address:
Purchaser
Signature Page to Stock Purchase Agreement
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PURCHASER
HORBERG
ENTERPRISES LIMITED PARTNERSHIP
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By:
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Name:
Xxxxxx Xxxx Xxxxxxx
Title: President
Address:
Purchaser
Signature Page to Stock Purchase Agreement
12
INVESTOR
THE
XXXXXXXXXX XXXXXX REVOCABLE TRUST AS AMENDED AND RESTATED
12/16/2003
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By:
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Name: Xxxxxxxxxx
Xxxxxx
Title:
Trustee
Address: 000
Xxxxxxxx Xxxxxx, Xxx. 0000, Xxxxx, XX 00000
Purchaser
Signature Page to Stock Purchase Agreement
13
PURCHASER
IVC
INVESTORS, LLLP
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By:
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Name: Xxxxx
Xxxxxxx
Title: Vice
President
Address: 0000
Xxxxxxxx Xxxx., Xxx. 000, Xxxxx, XX 00000
Purchaser
Signature Page to Stock Purchase Agreement
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PURCHASER
XXXXX
XXXXXXX
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XXXXX
XXXXXXX
Address:
Purchaser
Signature Page to Stock Purchase Agreement
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PURCHASER
XXXXXX
XXXXX XXXXXXX
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XXXXXX
XXXXX XXXXXXX
Address:
Purchaser
Signature Page to Stock Purchase Agreement
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PURCHASER:
XX.
XXXXXXX XXX
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XX.
XXXXXXX XXX
Address:
Purchaser
Signature Page to Stock Purchase Agreement
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PURCHASER
XXXXXX
XXXXXX
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By:
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Name:
XXXXXX XXXXXX
Address:
Purchaser
Signature Page to Stock Purchase Agreement
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PURCHASER
XXXXX
XXXX
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By:
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Address:
Purchaser
Signature Page to Stock Purchase Agreement
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PURCHASER
XXXXX
XXXXXXXX
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By:
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Name:
XXXXX XXXXXXXX
Address:
Purchaser
Signature Page to Stock Purchase Agreement
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