EXHIBIT 10.1
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into this 30s day of June, 2007, by and
between Big Plants Media Corp, hereinafter collectively referred to as the
"Seller" and Medivisor, Inc., and/or assigns and/or nominees, hereinafter
collectively referred to as the "Purchaser" (the term `Purchaser" shall extend
to in the first instance the original Purchaser named herein and also the
assigns of such Purchaser);
WITNESSETH:
WHEREAS, the Seller is the record owner and holder of the issued and Outstanding
shares of the capital stock of Big Pants Media Corp, hereinafter referred to as
the "Corporation", a New York corporation, which Corporation has issued capital
stock of _____ shares of $0 par value common stock, and
WHEREAS, the Purchaser desires to purchase all of the issued and outstanding
capital stock of the Corporation (referred to as the "Corporation's Stock"), and
the Seller desires to sell or cause to be sold all of the Corporation's stock,
upon the terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, and in order to consummate the purchase and the
sale of the Corporation's Stock aforementioned, it is hereby agreed as follows:
1. PURCHASE AND SALE: CLOSING.
a. Purchase and Sale of Corporation's Stock. Subject to the terms and
conditions hereinafter set forth, at the closing of the transaction
contemplated hereby, the Seller shall sell, convey and transfer, or
cause to be sold, conveyed or transferred, all of the Corporation's
Stock and deliver to the Purchaser certificates representing such
stock and the Purchaser shall purchase from the Seller the
Corporation's Stock in consideration of the purchase price set forth
in Section 2 and Exhibit "A" of this Agreement. The certificates
representing the Corporation's Stock shall be duly endorsed for
transfer or accompanied by appropriate stock transfer powers duly
executed in blank, in either case with signatures guaranteed in the
customary fashion, and shall have all the necessary documentary
transfer tax stamps affixed thereto at the expense of the Seller.
b. Procedure for Closing. The closing of the transactions contemplated by
this Agreement (the "Closing"), shall be held on the 31st day of May,
2007 ant 000 Xxxx Xxxxxxx Xx, Xxxxxxxxxx Xxxxxxx, XX 00000 or such
other place, date and time as the parties hereto may otherwise agree
(such date to be referred to in this Agreement as the "Closing Date").
2. AMOUNT AND PAYMENT OF PURCHASE PRICE. The total consideration and method of
payment thereof are fully set out in Exhibit "A" attached hereto and made a
part hereof.
3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby warrants and
represents:
a. Organization and Standing. Corporation is a corporation duly
organized, validly existing and in good standing under the laws of the
State of New York and has the corporate power and authority to carry
on its business as it is now being conducted. A true and correct copy
of:
i. its Certificate of Incorporation and all amendments thereto to
date certified by the Secretary of State of the State of New
York, and
ii. its Bylaws as now in effect, will be delivered by Seller to the
Purchaser prior to the Closing Date. The Corporation's minute
books will be made available to the Purchaser and its
representatives at any reasonable time or times prior to the
Closing for inspection and will be complete and correct as of the
date of any such inspection.
b. Capitalization. The authorized capital stock of the Corporation
consists of shares of $ 0 par value common stock.
c. Restrictions on Stock.
i. Neither the Corporation nor Seller is a party to any agreement,
written or oral, creating rights in respect to the Corporation's
Stock in any third person or relating to the voting of the
Corporation's Stock.
ii. Seller is the lawful owner of all the Corporation's Stock, free
and clear of all security interests, liens, encumbrances,
equities and other charges.
iii. There are no existing warrants, options, stock purchase
agreements, redemption agreements, restrictions of any nature;
calls or rights to subscribe of any character relating to the
capital stock of the Corporation, nor are there any securities
convertible into such stock.
d. Subsidiaries. The Corporation has no subsidiaries.
e. Authority Relative to this Agreement. Except as otherwise stated
herein. the Seller has full power and authority to execute this
Agreement and carry out the transactions contemplated by it and no
further action is necessary by the Seller to make this Agreement valid
and binding upon Seller and enforceable against it in accordance with
the terms hereof, or to carry out the actions contemplated hereby. The
execution, delivery and performance of this Agreement by the Seller
will not:
i. constitute a breach or a violation of the Corporation's
Certificate of Incorporation, By-Laws, or of any law, agreement,
indenture, deed of trust, mortgage, loan agreement or other
instrument to which it is a party, or by which it is bound;
ii. constitute a violation of any order, judgment or decree to which
it is a party or by which its assets or properties are bound or
affected; or
iii. result in the creation of any lien, charge or encumbrance upon
its assets or properties, except as stated herein.
f. Financial Statements. Seller is furnishing financial statements of the
Corporation as an inducement to Purchaser to purchase the
Corporation's Stock and accordingly, Seller warrants and represents
the financial operating history or condition of the Corporation as
indicated by the financial statements turned over to Purchaser.
Moreover, Seller warrants and represents that at closing the
Corporation and the Corporation's Stock will not be subject to any
liability save and except those specifically enumerated in Exhibit "B"
attached hereto and made a part hereof.
To the extent that liabilities are discovered by Purchaser after
Closing which relate to events prior to Closing, Seller shall be
responsible to forthwith pay such liabilities, including income tax
liabilities in cash within fifteen (15) days thereof, or
alternatively, if Seller objects to such liabilities in good faith,
litigate the issue and indemnify and save harmless Purchaser from any
claim for such liability This indemnification as it relates to income
tax liabilities of the Corporation shall terminate on the tenth (10th)
day after the expiration of the applicable period of limitations on
assessments and collections applicable to such taxes under the
Internal Revenue Code. Moreover, the aforementioned indemnity shall
not apply to any tax liability which may occur by reason of actions
taken by the Purchaser including, but not limited to, the liquidation
of the Corporation.
g. Tax Matters. The Corporation has timely prepared and filed all
federal, state and local tax returns and reports as are and have been
required to be filed and all taxes shown thereon to be due have been
paid in full.
h. Litigation. The Corporation is not a party to any litigation,
proceeding or administrative investigation and to the best knowledge
of the Seller none is pending against the Corporation or its
properties.
i. Properties. The Corporation has good and merchantable title to all of
its properties and assets which are those properties and assets set
out in Exhibit "C" attached hereto and made a part hereof. At closing,
such properties and assets will be subject to no mortgage, pledge,
lien, conditional sales agreement, security agreement, encumbrance or
charge, secured or unsecured, except for real estate taxes and
tangible personal property taxes which shall be prorated as of the
date of closing, or those specifically set out in Exhibit "B"
j. Compliance with Applicable Laws. None of the Corporation's actions are
prohibited by or have violated or will violate any law in effect on
the date of this Agreement or on the date of closing. None of the
actions of the Corporation shall conflict with or result in any breach
of any of the provisions of, or constitute a default under, or result
in the creation of any lien, security interest, charge or encumbrance
upon the capital stock of the Corporation, or upon any of the assets
of the Corporation, under the provisions of the Certificate of
Incorporation or Bylaws or any indenture, mortgage, lease, loan
agreement or other agreement to which the Corporation and/or the
Seller is a party or by which the capital stock or properties and
assets of the Corporation are bound to effect it.
The Corporation is in compliance with all applicable laws, including,
but not limited to, corporate laws, zoning regulations, restaurant and
beverage laws and regulations, if applicable, city, and/or county and
state occupational laws and regulations, internal revenue laws, and
any and all other laws which may effect the operation or liability of
the Buyers herein.
k. Documents for Review. The Corporation's documents enumerated in
Exhibit "D", attached hereto and made a part hereof, are true,
authentic, and correct copies of the originals, or, if appropriate,
the originals themselves, and no alterations or modifications thereof
have been made.
4. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. Seller and
Purchaser hereby represent and warrant that there has been no act or
omission by Seller, Purchaser or the Corporation which would give rise to
any valid claim against any of the parties hereto for a brokerage
commission, finder's fee, or other like payment in connection with the
transactions contemplated hereby.
5. TRANSACTIONS PRIOR TO THE CLOSING. Seller hereby covenants the following:
a. Conduct of Corporation's Business Until Closing. Except as Purchaser
may otherwise consent in writing prior to the Closing Date, Seller
will not enter into any transaction, take any action or fail to take
any action which would result in, or could reasonably be expected to
result in or cause, any of the representations and warranties of
Seller contained in this Agreement, to be not true on the Closing
Date.
b. Resignations. Seller will deliver to Purchaser prior to the Closing
Date the resignation of each director and officer of the Corporation,
each such resignation to be effective on the Closing Date, if
requested by buyer.
c. Satisfactions. Seller will deliver to Purchaser on the Closing Date a
satisfaction from any mortgage and lien holder of the Corporation's
property, satisfactory in form and substance to the Purchaser and his
counsel indicating that the then outstanding unpaid principal balance
of any promissory note secured thereby has been paid in full prior to
or simultaneously with the Closing.
d. Advice of Changes. Between the date hereof and the Closing Date,
Seller will promptly advise Purchaser in writing of any fact which, if
existing or known at the date hereof, would have been required to be
set forth herein or disclosed pursuant to this Agreement, or which
would represent a material fact the disclosure of which would be
relevant to the Purchaser.
6. EXPENSES. Each of the parties hereto shall pay its own expense in
connection with this Agreement and the transactions contemplated hereby,
including the fees and expenses of its counsel and its certified public
accountants and other experts.
7. GENERAL. a. Survival of Representations and Warranties. Each of the parties
to this Agreement covenants and agrees that the Seller's representations,
warranties, covenants and statements and agreements contained in this
g. Conditions Precedent. The Conditions Precedent to the enforceability
of this Agreement are outlined in Exhibit "E", attached hereto and
made a part hereof. In the event that said Conditions Precedent are
not fulfilled by the appropriate dates thereof, this Agreement shall
be deemed null and void and any deposits paid shall be returned to the
Purchaser forthwith.
h. Contractual Procedures. Unless specifically disallowed by law, should
litigation arise hereunder, service of process therefore may be
obtained through certified mail, return receipt requested; the parties
hereto waiving any and all rights they may have to object to the
method by which service was perfected.
IN WITNESS WHEREOF, this Agreement has been executed by each of the individual
parties hereto and signed by an officer thereunto duly authorized and attested
under the corporate seal by the Secretary of the corporate party hereto, all on
the date first above written.
Signed, sealed and delivered in the presence of:
(CORPORATE SEAL)
By:
____________________________________ _________________________________________
Witness (It's President Sole Officer
____________________________________
Witness
Big Pants Media
____________________________________ _________________________________________
Witness Seller
____________________________________
Witness
Medivisor Inc.
____________________________________ _________________________________________
Witness Buyer
____________________________________
Witness
EXHIBIT "A"
AMOUNT AND PAYMENT OF PURCHASE PRICE
a. Consideration. As total consideration for the purchase and sale of the
Corporation's Stock, pursuant to this Agreement, the Purchaser shall pay to
the Seller the sum of 50.000 restricted two years shares of Medivisor Inc.
valued at present at $85,000.00 such total consideration to be referred to
in this Agreement as the "Purchase Price".
ii. Stock certificate of Purchaser in the amount of 50.000 shares to be
delivered to Seller upon Seller's examination and approval of the
books and records of the Corporation.
iii. Stock of Purchaser in the amount of 50,000 shares to be delivered to
Seller at closing
c. In the event that the Purchaser, after a complete review of the
Corporation's books, records, financial statements, sales tax receipts,
bank statements, check books, and any other document required by Purchaser
to verify the standing, status or performance of the Corporation, does not
approve said purchase, then in that event, all deposits paid to that date
shall be returned to Purchaser with no further liability, responsibility or
obligation.
EXHIBIT "B"
PROPERTIES AND ASSETS OF CORPORATION
EXHIBIT "C" DOCUMENTS FOR REVIEW
i. Corporate Articles of Incorporation
ii. Corporate Bylaws
iii. Corporate Minutes and Resolutions
iv. Financial and Operating Statements
v. Income Tax Returns
vi. Accounts Receivable and Payable Ledgers
g. Conditions Precedent. The Conditions Precedent to the enforceability of
this Agreement are outlined in Exhibit "E", attached hereto and made a part
hereof. In the event that said Conditions Precedent are not fulfilled by
the appropriate dates thereof, this Agreement shall be deemed null and void
and any deposits paid shall be returned to the Purchaser forthwith.
h. Contractual Procedures. Unless specifically disallowed by law, should
litigation arise hereunder, service of process therefore may be obtained
through certified mail, return receipt requested; the parties hereto
waiving any and all rights they may have to object to the method by which
service was perfected.
IN WITNESS WHEREOF, this Agreement has been executed by each of the individual
parties hereto and signed by an officer thereunto duly authorized and attested
under the corporate seal by the Secretary of the corporate party hereto, all on
the date first above written
Signed, sealed and delivered in the presence OF:
(CORPORATE SEAL)
/s/ By: /s/
____________________________________ _________________________________________
Witness (It's President SOLE OFFICER)
____________________________________
Witness
Big Pants Media
/s/ /s/
____________________________________ _________________________________________
Witness Seller
____________________________________
Witness
Medivisor Inc.
/s/ /s/
____________________________________ _________________________________________
Witness Buyer
