SECURITIES PURCHASE AGREEMENT
SECURITIES
PURCHASE AGREEMENT (this “Agreement”),
dated
as of July [__], 2007, by and between (i) Southridge Technology Group, Inc.,
a
Delaware corporation (“Pubco”)
that
will acquire all of the issued and outstanding capital stock of RxElite Holdings
Inc., a Delaware corporation (“RxElite”),
and
succeed to the business of RxElite as its sole line of business (on a combined,
post-acquisition basis, Pubco and its subsidiary, RxElite, are collectively
referred to as “Seller”)
and
(ii) the investors listed on Exhibit
A
attached
hereto (the “Buyers”).
WITNESSETH:
WHEREAS,
Seller desires to sell to the Buyers the shares of Seller’s common stock (the
“Securities”)
as
repayment of certain amounts owed by Seller to the Buyers as listed next to
each
Buyer’s name on Exhibit
A
hereto.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter
set forth herein and for good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged, the parties agree as
follows:
1. Sale
and Purchase of the Common Stock.
1.1 Sale
and Purchase.
Subject
to the terms and conditions of this Agreement, at the Closing (as defined in
Section 2 hereof), Seller shall issue to each Buyer, and each Buyer shall
purchase from Seller, for the Purchase Price per share (as defined in Section
1.2(a) hereof) the Securities listed next to each Buyer’s name on Exhibit
A
hereto.
1.2 Purchase
Price and Payment.
(a) The
purchase price per .090606 of one share of Pubco’s Common Stock (“Common
Stock”)
shall
be US$6.62 (the “Purchase
Price”).
(b) Delivery
of Conversion Agreement.
Upon
the execution of this Agreement, the Purchase Price for the Securities shall
be
deemed delivered by each Buyer upon execution and delivery of the applicable
Conversion Agreement attached as Exhibit
B-1 and Exhibit
B-2
hereto.
2. Closing.
The
closing of the sale and purchase of the Securities hereunder (the “Closing”)
shall
be deemed to take place at the offices of Seller, at 4:00 p.m., local time,
(i)
on the date hereof (the “First
Closing”)
or
(ii) on the date that Pubco’s Amended and Restated Certificate of Incorporation
becomes effective (the “Second
Closing”),
as
listed next to each Buyer’s name in Exhibit
A,
or at
such later time or date as the Buyers and Seller may mutually agree in writing.
The date upon which the Closing shall occur is herein called the “Closing
Date”.
3. Representations
and Warranties of Buyer.
Each of
the Buyers, severally and not jointly, hereby represents and warrants to Seller
as follows:
3.1 Due
Existence; Authority.
If the
Buyer is a company, it is a duly organized legal entity, validly existing and
in
good standing under the laws of the state of its organization and has the
requisite company power and authority to execute and deliver this Agreement
and
to perform its obligations hereunder. If the Buyer is a partnership, syndicate
or other form of unincorporated organization, the Buyer has the necessary legal
capacity and authority to execute and deliver this Agreement and to observe
and
perform its covenants and obligations hereunder and has obtained all necessary
approvals in respect thereof. If the Buyer is a natural person, the Buyer has
obtained the age of majority and has the legal capacity and competence to
execute this Agreement and to take all actions required pursuant
thereto.
3.2 Enforceability.
This
Agreement has been duly executed and delivered by Buyer and is the valid and
binding obligation of the Buyer, enforceable against the Buyer in accordance
with its terms, except as such enforceability may be limited by bankruptcy,
moratorium, insolvency, reorganization or other similar laws generally affecting
the enforcement of creditors' rights, specific performance, injunctive or other
equitable remedies.
3.3 Investment
Representations.
The
Buyer is acquiring the Securities, and any capital stock issuable upon exercise
of the Securities, for the Buyer’s own account, for investment and not with a
view to, or for sale in connection with, any distribution of such securities
or
any part thereof. The Buyer (i) has such knowledge and experience in financial
and business affairs that it is capable of evaluating the merits and risks
involved in purchasing the Securities, (ii) is able to bear the economic risks
(including, a complete loss) involved in purchasing the Securities and has
the
adequate means of providing for its current needs and contingencies, (iii)
has
had the opportunity to ask questions of, and receive answers from, Seller and
persons acting on Seller’s behalf concerning Seller’s business, management, and
financial affairs and the terms and conditions of the Securities. The Buyer’s
jurisdiction of residence is set forth on Exhibit
A.
3.4 1933
SEC Act.
The
Buyer acknowledges that (i) it has received and had the opportunity to review
the draft of a Current Report on Form 8-K containing such information about
RxElite as would be required to be disclosed in a Registration Statement on
Form
10-SB and accompanying Capitalization Table (the “Jumbo
8-K”),
attached as Exhibit
C,
with
respect to the pending acquisition of RxElite by Pubco describing Seller’s
business and operations following such acquisition, and (ii) it has reviewed
the
Jumbo 8-K, including, without limitation, the description of business and risk
factors with respect to Seller and this offering set forth in the Jumbo 8-K.
The
Buyer acknowledges that all documents, records and books pertaining to this
investment have been made available for inspection by the Buyer, the Buyer’s
attorney and/or the Buyer’s accountant as set forth in Rule 502 of Regulation D
under the Act and that all records and books of RxElite were available during
reasonable business hours at RxElite’s principal place of business. The Buyer
and/or its adviser(s) have had a reasonable opportunity to ask questions of
and
receive answers from RxElite, or a person or persons acting on its behalf,
concerning the terms and conditions of the offering of the Securities, and
to
obtain additional information, to the extent possessed or obtainable without
unreasonable effort or expense. All such questions have been answered to the
full satisfaction of the Buyer.
3.5 Accredited
Investor; Residence.
The
Buyer is an “accredited investor” as such term is defined in Rule 501 of
Regulation D under the Act. The jurisdiction referred to under “Address” on the
signature page attached hereto is the Buyer’s residence or place of business and
is not created or used solely for the purpose of acquiring the Securities and
the Buyer is not purchasing the Securities for the account or benefit of any
person in any jurisdiction other than such jurisdiction;
2
3.6 THE
BUYER RECOGNIZES THAT AN INVESTMENT IN SELLER IS SPECULATIVE AND INVOLVES A
HIGH
DEGREE OF RISK, AND THAT PURCHASERS OF SECURITIES COULD LOSE THEIR ENTIRE
INVESTMENT.
3.7 Certain
Securities Matters.
In
reliance upon the Buyers’ representations and warranties in this Agreement
(including Appendix
A
to this
Agreement), neither the offering nor the sale of the Securities has been
registered under the Act or any state securities laws or regulations. The Buyer
was not offered or sold the Securities, directly or indirectly, by means of
any
form of general solicitation or general advertising, including the following:
(i) any advertisement, article, notice, or other communication published in
any
newspaper, magazine, or similar medium or broadcast over television or radio;
or
(ii) to the knowledge of the Buyer, any seminar or meeting whose attendees
had
been invited by any general advertising. There is no public market for the
Securities and Seller is under no obligation to register the Securities on
the
Buyer’s behalf or to assist the Buyer in complying with any exemption from
registration. The Buyer has not received or been provided with a prospectus,
offering memorandum or sales or advertising literature and the Buyer’s decision
to purchase the Securities was not based upon and the Buyer has not relied
upon
any verbal or written representations as to fact made by Seller or any other
person (other than those representations and warranties set forth in Article
3
of this Agreement) but that the Buyer’s decision was based upon the information
about Seller that is publicly available.
3.8 Liquidity.
The
Buyer must hold the Securities indefinitely unless the sale or transfer thereof
is subsequently registered under the Act or an exemption from such registration
is available. The Buyer may not subsequently sell, assign, pledge, or otherwise
transfer the Securities except: (i) pursuant to an effective registration
statement registering the securities under the Act and/or applicable state
securities laws, or (ii) pursuant to the opinion of counsel, which is
satisfactory to Seller, that such registration under the Act and/or such state
securities laws is not required to effect such subsequent sale, assignment,
pledge, or other transfer.
3.9 Legend.
The
following legend referring to the foregoing restrictions will be set forth
on
certificates representing the Securities, as set forth below:
THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH
A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE
OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
1933.
3
3.10 Certain
Prohibited Persons.
The
Buyer is not a person or entity (a “Person”)
with
whom a United States citizen, entity organized under the laws of the United
States or its territories or entity having its principal place of business
within the United States or any of its territories (collectively, a
“U.S.
Person”)
is
prohibited from transacting business of the type contemplated by this Agreement,
whether such prohibition arises under United States law, regulation, executive
orders and lists published by the Office of Foreign Assets Control, Department
of the Treasury (“OFAC”)
(including those executive orders and lists published by OFAC with respect
to
Persons that have been designated by executive order or by the sanction
regulations of OFAC as Persons with whom U.S. Persons may not transact business
or must limit their interactions to types approved by OFAC (“Specially
Designated Nationals and Blocked Persons”)
or
otherwise. Neither the Buyer nor any Person who owns an interest in the Buyer
(collectively, a “Purchaser
Party”)
is a
Person with whom a U.S. Person, including a United States Financial Institution
as defined in 31 U.S.C. Section 5312, as amended (“Financial
Institution”),
is
prohibited from transacting business of the type contemplated by this Agreement,
whether such prohibition arises under United States law, regulation, executive
orders and lists published by the OFAC (including those executive orders and
lists published by OFAC with respect to Specially Designated Nationals and
Blocked Persons) or otherwise.
3.11 Certain
Legislation.
To the
best of the Buyer’s knowledge, neither the Buyer nor any Purchaser Party, nor
any Person providing funds to the Buyer: (i) is under investigation by any
governmental authority for, or has been charged with, or convicted of, money
laundering, drug trafficking, terrorist related activities, any crimes which
in
the United States would be predicate crimes to money laundering, or any
violation of any Anti-Money Laundering Laws (as hereinafter defined); (ii)
has
been assessed civil or criminal penalties under any Anti-Money Laundering Laws;
or (iii) has had any of its funds seized or forfeited in any action under any
Anti-Money Laundering Laws. For purposes of this Section,
the
term “Anti-Money
Laundering Laws”
shall
mean laws, regulations and sanctions, state and federal, criminal and civil,
that: (i) limit the use of and/or seek the forfeiture of proceeds from illegal
transactions; (ii) limit commercial transactions with designated countries
or
individuals believed to be terrorists, narcotics dealers or otherwise engaged
in
activities contrary to the interests of the United States; (iii) require
identification and documentation of the parties with whom a Financial
Institution conducts business; or (iv) are designed to disrupt the flow of
funds
to terrorist organizations. Such laws, regulations and sanctions shall be deemed
to include the USA Patriot Act of 2001, Pub. L. No. 107-56 (the “Patriot
Act”),
the
Bank Secrecy Act, 31 U.S.C. Section 5311 et. seq. (the “Bank
Secrecy Act”),
the
Trading with the Enemy Act, 50 U.S.C. Appendix, the International Emergency
Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction
regulations promulgated pursuant thereto by the OFAC, as well as laws relating
to prevention and detection of money laundering in 18 U.S.C. Sections 1956
and
1957.
3.12 Bank
Act.
The
Buyer is in compliance with any and all applicable provisions of the Patriot
Act
including, without limitation, amendments to the Bank Secrecy Act. If the Buyer
is a Financial Institution, it has established and is in compliance with all
procedures required by the Buyer and the Bank Secrecy Act.
3.13 Appendix.
The
Buyer has accurately and truthfully completed Appendix
A
attached
hereto.
4
3.14 Covenants
of Purchasers Not to Short Stock.
The
Buyer, on behalf of itself and its affiliates, hereby covenants and agree not
to, directly or indirectly, offer to “short sell”, contract to “short sell” or
otherwise “short sell” the securities of Seller, including, without limitation,
the Securities.
4. Further
Assurances.
Each of
the parties shall, prior to or at the Closing, as may be appropriate, execute
such documents and other papers and take such other further actions as may
be
reasonably required to carry out the provisions hereof and effectuate the
transactions contemplated hereby. Each party shall use its commercially
reasonable efforts to fulfill or obtain the fulfillment of the conditions to
its
obligation to effect the Closing, including promptly obtaining any consents
required in connection herewith.
5. Conditions
Precedent to the Obligation of Buyer to Close.
The
obligation of each Buyer to complete the Closing, and the right for Seller
to
accept any purchase of Securities hereunder, is subject to the fulfillment
on or
prior to the Closing Date of all of the following conditions, any one or more
of
which may be waived by the holders of a majority of the Securities sold
hereunder, collectively, in writing:
5.1 Jumbo
8-K.
RxElite
shall have provided each Buyer with a substantially completed the Jumbo
8-K.
5.2 Pubco
Merger.
Pubco
shall have consummated its acquisition of RxElite’s issued and outstanding
capital stock and Pubco shall have succeeded to RxElite’s business as its sole
line of business.
5.3 Amendment
of Pubco Certificate of Incorporation.
With
respect only to those Buyers listed on Exhibit
A
hereto
as participating in the Second Closing, Pubco’s Amended and Restated Certificate
of Incorporation shall be effective and sufficient authorized shares shall
be
available thereunder to provide for the valid issuance of the
Securities.
6. Conditions
Precedent to the Obligation of Seller to Close.
The
obligation of Seller to complete the Closing is subject to the fulfillment
on or
prior to the Closing Date of all of the following conditions, any one or more
of
which may be waived by Seller in writing:
6.1 Agreements
and Conditions.
On or
before the Closing Date, each Buyer shall have complied with and performed
and
satisfied in all material respects all agreements and conditions to be complied
with and performed by such date pursuant to this Agreement.
6.2 Execution
and Delivery of Conversion Agreement.
Each
Buyer shall have executed and delivered to Seller the applicable Conversion
Agreement attached as Exhibit
B-1,
Exhibit
B-2
and
Exhibit
B-3.
6.3 Appendix.
The
Buyer shall have completed and delivered to Seller Appendix A
to this
Agreement, which shall be acceptable to Seller, in Seller’s
discretion.
6.4 Jumbo
8-K.
RxElite
shall have provided the Buyer with the Jumbo 8-K.
5
6.5 Pubco
Merger.
Pubco
shall have consummated its acquisition of RxElite’s issued and outstanding
capital stock and Pubco shall have succeeded to RxElite’s business as its sole
line of business.
6.6 Amendment
of Pubco Certificate of Incorporation.
With
respect only to those Buyers listed on Exhibit
A
hereto
as participating in the Second Closing, Pubco’s Amended and Restated Certificate
of Incorporation shall be effective and sufficient authorized shares shall
be
available thereunder to provide for the valid issuance of the
Securities.
7. Miscellaneous.
7.1 Notices.
All
notices and other communications hereunder shall be in writing and shall be
deemed to have been given when delivered by hand or by facsimile transmission,
when telexed, or upon receipt when mailed by registered or certified mail
(return receipt requested), postage prepaid, to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):
(i) If
to
Seller:
RxElite
Holdings Inc.
0000
X.
Xxxx Xx., Xxx. 000
Xxxxxxxx,
XX 00000
Attention:
Xxxxxx Xxxx, CEO
Facsimile:
(000) 000-0000
With
a
copy (which copy shall not constitute notice) to:
Xxxxxxxx
Xxxxxxxx
00000
Xxxx Xxxxx Xxxxx, Xxxxx 000
Xxx
Xxxxx, Xxxxxxxxxx 00000
Attention:
Xxx xx Xxxxx
Facsimile:
(000) 000-0000
(ii) If
to the
Buyers: to the address(es) listed on the signature page hereto.
7.2 Entire
Agreement; Exercise of Rights.
(a) This
Agreement (including the Appendices and Exhibits hereto) embodies the entire
agreement and understanding of the parties hereto with respect to the subject
matter hereof. No amendment or waiver of any provision of this Agreement, or
consent to the departure by any party from any such provision, shall be
effective unless it is in writing and signed by Seller and the holders of a
majority of the Securities sold hereunder. Any such waiver or consent shall
be
effective only in the specific instance and for the specific purpose for which
given.
(b) No
failure on the part of a party to exercise, and no delay in exercising, any
right under this Agreement, or any agreement contemplated hereby, shall operate
as a waiver hereof by such party, nor shall any single or partial exercise
of
any right under this Agreement, or any agreement contemplated hereby, preclude
any other or further exercise thereof or the exercise of any other right.
6
7.3 Governing
Law.
All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal
proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement (whether brought against a party
hereto or its respective affiliates, directors, officers, shareholders,
employees or agents) shall be commenced exclusively in the state and federal
courts sitting in the County of New York, State of New York. Each party hereto
hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts sitting in the County of New York, State of New York for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein (including with respect
to
the enforcement of this Agreement), and hereby irrevocably waives, and agrees
not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court. Each party hereto
hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by delivering a copy thereof
via overnight delivery (with evidence of delivery) to such party at the address
in effect for notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. Each party hereto hereby irrevocably
waives, to the fullest extent permitted by applicable law, any and all right
to
trial by jury in any legal proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby. If either party shall
commence an action or proceeding to enforce any provisions of this Agreement,
then the prevailing party in such action or proceeding shall be reimbursed
by
the other party for its attorneys fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such action or
proceeding.
7.4 Expenses.
Seller
and the Buyers shall, bear their respective expenses incurred in connection
with
the negotiation, preparation, execution and performance of this Agreement and
the consummation of the transactions contemplated hereby, including, without
limitation, all fees and expenses of agents, representatives, counsel, brokers
or finders, and accountants.
7.5 Acknowledgment;
Waiver of Conflicts.
Each
Buyer acknowledges that: (a) it has read this Agreement; (b) it has been
represented in the preparation, negotiation and execution of this Agreement
by
legal counsel of its own choice or has voluntarily declined to seek such
counsel; and (c) it understands the terms and consequences of this Agreement
and
is fully aware of the legal and binding effect of this Agreement. Each Buyer
understands that RxElite has been represented in the preparation, negotiation
and execution of this Agreement by Xxxxxxxx & Xxxxxxxx LLP, counsel to
RxElite, and that Xxxxxxxx & Xxxxxxxx LLP has not represented any Buyer or
any stockholder, director or employee of Seller or any Investor in the
preparation, negotiation and execution of this Agreement. Each Buyer and Seller
acknowledges that Xxxxxxxx & Xxxxxxxx LLP has in the past represented and is
now or may in the future represent one or more Buyers or their affiliates in
matters unrelated to the transactions contemplated by this Agreement, including
the representation of such Buyers or their affiliates in matters of a nature
similar to those contemplated by this Agreement. Each Buyer and Seller hereby
acknowledges that it has had an opportunity to ask for and has obtained
information relevant to such representation, including disclosure of the
reasonably foreseeable adverse consequences of such representation, and hereby
waives any conflict arising out of such representation with respect to the
matters contemplated by this Agreement.
7
7.6 Stock
Dividend.
As soon
as practicable following the Closing, Pubco shall declare a stock dividend
of
10.036789 shares for each outstanding share of Common Stock (the “Dividend”),
such
that following consummation of the Dividend, each stockholder shall hold
11.036789 shares of Common Stock for each one share of stock held prior to
the
Dividend and the adjusted Purchase Price for one share of Common Stock shall
be
$.60.
[SIGNATURE
PAGE FOLLOWS]
8
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.
|
Seller:
By:
______________________________
Name:
____________________________
Title:
_____________________________
|
|
|
Buyer:
By:
_________________________________
Name:
_______________________________
Title:
________________________________
Address
_______________________________
______________________________________
Facsimile:
______________________________
|
9
APPENDIX
A
THIS
APPENDIX MUST BE COMPLETED BY EACH BUYER THAT IS RESIDENT IN THE UNITED STATES
OF AMERICA
NAME
OF BUYER:
I. PLEASE
INITIAL THE SPACE AFTER THE DEFINITION OF “ACCREDITED INVESTOR” THAT APPLIES TO
YOU. (ONLY ONE SPACE NEEDS TO BE INITIALED.)
(i) Any
natural person whose individual net worth, or joint net worth with that person’s
spouse, at the time of his purchase exceeds $1,000,000. __________
(For
purposes of calculating an investor’s net worth, “net worth” is defined as the
difference between total assets and total liabilities, including home, home
furnishings, and personal automobiles.)
(ii) Any
natural person who had an individual income in excess of $200,000 in each of
the
two most recent years or joint income with that person’s spouse in excess of
$300,000 in each of those years and has a reasonable expectation of reaching
the
same income level in the current year. __________
(iii) Any
entity in which all of the equity owners are accredited investors.
__________
II. Please
indicate the form of ownership desired for the Securities:
_______
Individual (one signature required)
_______
Joint Tenants with right of survivorship (both parties must sign)
_______
Tenants by the Entirety (both parties must sign)
_______
Tenants in Common (all parties must sign)
_______
Limited Liability Company (signature of authorized party or parties
required)
III.
_____________________________________________________________________________
Please
PRINT here the exact name Buyer desires for registration of the
Securities.
EXHIBIT
A
|
Name
|
Form
of Consideration
|
#
Shares of Common Stock Pre-Dividend
|
#
Shares of Common Stock Post-Dividend
|
Closing
Date
|
Purchase
Price
|
|||||
|
Xxxxxx
Xxxxxxxx
|
Conversion
of Salary
|
3,107
|
34,295
|
First
Closing
|
US$
20,577
|
|||||
|
Xxxx
Xxx
|
Conversion
of Salary
|
1,302
|
14,366
|
First
Closing
|
US$
8,620
|
|||||
|
Xxxxxx
Xxxxxx
|
Conversion
of Salary
|
1,561
|
17,223
|
First
Closing
|
US$
10,334
|
|||||
|
Xxxxxxx
X. Xxxxxxxxx
|
Conversion
of amounts due under a promissory note
|
38,898
|
429,310
|
First
Closing
|
US$
257,586
|
EXHIBIT
B-1
EMPLOYEE
CONVERSION AGREEMENT
Dated
as
of July , 2007
|
1.
|
On
or prior to the date hereof, the undersigned requested that RxElite
Holdings Inc. (the “Company”) withhold $________ from salary otherwise
payable to the undersigned (the “Salary”)
and to issue to the undersigned in lieu thereof _____ shares of
Common
Stock of the Company (the “RxElite
Shares”).
|
| 2. |
This
letter and the Securities Purchase Agreement of even date herewith
(the
“Purchase
Agreement”)
serve to formalize the request.
|
| 3. |
The
undersigned hereby consents to and agrees that, in lieu of the
RxElite
Shares, the Salary shall be converted into [______] shares ([________]
shares following the 11.036789 for 1 forward stock split) of Common
Stock
of Southridge Technology Group, Inc. (“STG”),
issuable upon
the
completion of the acquisition by STG of the Company’s issued and
outstanding capital stock and succession by STG of the Company’s business
as its sole line of business as provided in the Securities Purchase
Agreement of even date herewith.
|
ACKNOWLEDGED
AND AGREED
_________________________
Name:
Date:
EXHIBIT
B-2
CONVERSION
AGREEMENT
Dated
as
of July , 2007
| 1. |
Pursuant
to the Letter Agreement dated as of June 22, 2007 (“Letter Agreement”)
between Xxxxxxx X. Xxxxxxxxx and RxElite Holdings Inc. (the “Company”),
the undersigned elected to convert a portion of a certain Promissory
Note
issued by the Company (the “Converted
Debt”)
into 429,310
shares of Common Stock of the Company, as more fully set forth
in such
Letter Agreement (the “RxElite
Shares”).
|
| 2. |
The
undersigned hereby consents to and agrees that, in lieu of the
RxElite
Shares, the Converted Debt shall be converted into 38,898 shares
(429,310
shares following the 11.036789 for 1 forward stock split) of
Common Stock
of Southridge Technology Group, Inc. (“STG”),
issuable upon
the
completion of the acquisition by STG of the Company’s issued and
outstanding capital stock and succession by STG of the Company’s business
as its sole line of business as provided in the Securities Purchase
Agreement of even date herewith.
|
ACKNOWLEDGED
AND AGREED
_________________________
Xxxxxxx
X. Xxxxxxxxx
Date:
EXHIBIT
C
JUMBO
8-K
