STOCK PURCHASE AGREEMENT
EXHIBIT
1
THIS
STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of May 1, 2009, among
Entertainment Art, Inc., a Nevada corporation (the “Company”), Xxxxxx
Xxxxxx, Xxx Xxxxx and Xxxxx Xxxxx (the “Sellers”), and Medford Financial Ltd.
(the “Purchaser”).
RECITALS
A. Sellers
are the owners of 66.3% of the issued and outstanding shares (the “Shares”) of
the Company on a fully-diluted basis.
B. Pursuant
to the terms and conditions of this Agreement, Sellers desire to sell, and
Purchaser desires to purchase, all of the Sellers’ rights, title, and interest
in and to all of the Shares as further described herein.
NOW,
THEREFORE, in consideration of the covenants, promises and representations set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties agree as follows:
1. Agreement to Purchase and
Sell at the Closing. Subject to the terms and conditions of
this Agreement, at the Closing (hereafter defined), Sellers shall sell, assign,
transfer, convey, and deliver to Purchaser, and Purchaser shall accept and
purchase, the Shares and any and all rights in the Shares to which Sellers are
entitled, and by doing so Sellers shall be deemed to have assigned all of their
rights, titles and interests in and to the Shares to Purchaser. Such
sale of the Shares shall be evidenced by stock certificates, duly endorsed in
blank or accompanied by stock powers duly executed in blank or other instruments
of transfer in form and substance reasonably satisfactory to
Purchaser.
2. Consideration. In
consideration for the sale of the Shares, Purchaser shall deliver to Seller (the
“Purchase Price”) an aggregate of One Hundred Twenty Thousand Dollars
($120,000.00).
3. Closing;
Delivery.
(a) The
purchase and sale of the Shares shall be held simultaneously with the execution
of this Agreement at such place as the parties hereto may agree (the
“Closing”).
(b) At
the Closing:
(1) Sellers
shall deliver to Purchaser (A) stock certificates evidencing the Shares, duly
endorsed in blank or accompanied by stock powers duly executed in blank, or
other instruments of transfer in form and substance reasonably satisfactory to
Purchaser, (B) any documentary evidence of the due recordation in the Company’s
share register of Purchaser’s full and unrestricted title to the Shares, (C) a
shareholders’ list, dated not more then two days before the Closing, including
names and addresses of each shareholder, certificate numbers and issue dates;
(D) any documentary evidence of the due recordation in the Company’s share
register of Purchaser’s full and unrestricted title to the Shares, (E) all the
books and records of the Company and (F) such other documents as may be required
under applicable law or reasonably requested by Purchaser.
(2) Purchaser
shall deliver to Sellers the Purchase Price by wire transfer of immediately
available funds to an account designated by the Sellers.
4. Representations and
Warranties of Sellers. As an inducement to Purchaser to enter
into this Agreement and to consummate the transactions contemplated herein, each
Seller, severally and not jointly, represent and warrant, as of the Closing, to
the Purchaser as follows:
4.1 Seller
has the right, power, authority and capacity to execute and deliver this
Agreement, to consummate the transactions contemplated hereby and to perform his
obligations under this Agreement. This Agreement constitutes the
legal, valid and binding obligations of Seller, enforceable against Seller in
accordance with the terms hereof.
4.2 Seller
is the sole record and beneficial owner of the Shares, has good and marketable
title to the Shares, free and clear of all Encumbrances (hereafter defined),
other than applicable restrictions under applicable securities laws, and has
full legal right and power to sell, transfer and deliver the Shares to Purchaser
in accordance with this Agreement. “Encumbrances” means any liens,
pledges, hypothecations, charges, adverse claims, options, preferential
arrangements or restrictions of any kind, including, without limitation, any
restriction of the use, voting, transfer, receipt of income or other exercise of
any attributes of ownership. Upon the execution and delivery of this
Agreement, Purchaser will receive good and marketable title to the Shares, free
and clear of all Encumbrances, other than restrictions imposed pursuant to any
applicable securities laws and regulations. There are no
stockholders’ agreements, voting trust, proxies, options, rights of first
refusal or any other agreements or understandings with respect to the
Shares.
4.3 The
Shares are duly authorized, validly issued, fully paid and non-assessable, and
were not issued in violation of any preemptive or similar rights.
4.4 None
of the execution, delivery, or performance of this Agreement, and the
consummation of the transactions contemplated hereby, conflicts or will conflict
with, or (with or without notice or lapse of time, or both) result in a
termination, breach or violation of (i) any instrument, contract or agreement to
which the Seller is a party or by which he is bound, or to which the Shares are
subject; or (ii) any federal, state, local or foreign law, ordinance, judgment,
decree, order, statute, or regulation, or that of any other governmental body or
authority, applicable to the Seller or the Shares.
4.5 No
consent, approval, authorization or order of, or any filing or declaration with
any governmental authority or any other person is required for the consummation
by the Seller of any of the transactions on its part contemplated under this
Agreement.
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4.6 Neither
Seller nor any of his respective affiliates has any interest, direct or
indirect, in any shares of capital stock or other equity in the Company or has
any other direct or indirect interest in any tangible or intangible property
which the Company uses or has used in the business conducted by the Company, or
has any direct or indirect outstanding indebtedness to or from the Company, or
related, directly or indirectly, to its assets, other than the
Shares.
4.7 Neither
any Seller nor any of its affiliates nor any person acting on its or their
behalf (i) has conducted or will conduct any general solicitation (as that term
is used in Rule 502(c) of Regulation D) or general advertising with respect to
any of the Shares, or (ii) made any offers or sales of any security or solicited
any offers to buy any security under any circumstances that would require
registration of the Shares under the Securities Act of 1933, as amended (the
“Securities Act”).
4.8 No
representation or warranty of the Sellers to the Purchaser in this Agreement
omits to state a material fact necessary to make the statements herein, in light
of the circumstances in which they were made, not misleading. There is no fact
known to the Seller that has specific application to the Shares and that
materially adversely affects or, as far as can be reasonably foreseen,
materially threatens the Shares that has not been set forth in this
Agreement.
4.9 The
Company is duly organized, validly existing and in good standing under the laws
of the State of Nevada, with full power and authority to own, lease, use and
operate its properties and to carry on its business as and where now owned,
leased, used, operated and conducted. The Company does not own,
directly or indirectly, any capital stock of any corporation or any equity,
profit sharing, participation or other interest in any corporation, partnership,
limited liability company, joint venture or other entity.
4.10
As of the Closing, the Company’s authorized capital will consist of (a)
100,000,000 shares of common stock authorized
(the “Common Stock”), of which 1,810,000 shares are issued and outstanding,
610,000 of which are freely tradeable without any restrictions or Encumbrances
and 1,200,000 of which are restricted under the Securities Act, (i) with each
holder thereof being entitled to cast one vote
for each share held on all matters properly submitted to the
shareholders for their vote; and (ii) there being
no pre-preemptive rights and no cumulative voting; and (b)
no shares of preferred stock or any other class of security. The Company has no
shares reserved for issuance pursuant to a stock option plan or pursuant to
securities exercisable for, or convertible into or exchangeable for shares of
Common Stock. All of the issued and outstanding shares of capital
stock of the Company are duly authorized, validly issued, fully paid and
nonassessable. No shares of capital stock of the Company are subject
to preemptive rights or any other similar rights. There are (i) no
outstanding options, warrants, scrip, rights to subscribe for, puts, calls,
rights of first refusal, agreements, understandings, claims or other commitments
or rights of any character whatsoever relating to, or securities or rights
convertible into or exchangeable for any shares of capital stock of the Company
or arrangements by which the Company is or may become bound to issue additional
shares of capital stock of the Company, (ii) no agreements or arrangements under
which the Company is obligated to register the sale of any of its or their
securities under the Securities Act, and (iii) no anti-dilution or price
adjustment provisions contained in any security issued by the Company (or in any
agreement providing any such rights).
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4.11 Upon
the consummation of the transactions contemplated herein, Purchaser will own
66.3% of the issued and outstanding share capital of the Company on a
fully-diluted basis, free and clear of any Encumbrances, other than those
created by applicable federal and state securities laws.
4.12 The
Company has timely filed all reports, schedules, forms, statements and other
documents required to be filed by it with the Securities and Exchange Commission
(the “SEC”) pursuant to the reporting requirements of the Securities Exchange
Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to
the date hereof and all exhibits included therein and financial statements and
schedules thereto and documents (other than exhibits to such documents)
incorporated by reference therein, being hereinafter referred to herein as the
“SEC Documents”). As of their respective dates, the SEC Documents
complied in all material respects with the requirements of the 1934 Act and the
rules and regulations of the SEC promulgated thereunder applicable to the SEC
Documents, and none of the SEC Documents, at the time they were filed with the
SEC, contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. None of the statements made in any such SEC Documents
is, or has been, required to be amended or updated under applicable law (except
for such statements as have been amended or updated in subsequent filings prior
the date hereof). The Company has not received any communication from
the SEC, NASD or any other regulatory authority regarding any SEC Document or
any disclosure contained therein. As of their respective dates, the financial
statements of the Company included in the SEC Documents complied as to form in
all material respects with applicable accounting requirements and the published
rules and regulations of the SEC with respect thereto. Such financial
statements have been prepared in accordance with United States generally
accepted accounting principles, consistently applied, during the periods
involved (except (i) as may be otherwise indicated in such financial statements
or the notes thereto, or (ii) in the case of unaudited interim statements, to
the extent they may not include footnotes or may be condensed or summary
statements) and fairly present in all material respects the financial position
of the Company as of the dates thereof and the results of their operations and
cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments). As of the Closing,
the Company has no debts, liabilities, obligations, direct, indirect, absolute
or contingent, whether accrued, vested or otherwise, whether known or
unknown.
4.13 The
Company does not (i) have any employees, (ii) owe any compensation of any kind,
deferred or otherwise, to any person, including without limitation, agents,
representatives, consultants, accountants and attorneys, (iii) have any written
or oral employment agreement with any person, nor (iv) is it a party to or bound
by any collective bargaining agreement. There are no loans or other obligations
payable to or owing by the Company to any stockholder, officer, director, agent,
representative, consultant, accountant, attorney or otherwise nor are there any
loans or debts payable or owing by any such persons to the Company or any
guarantees by the Company of any loan or obligation of any nature to which any
such person is a party.
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4.14 Except
as disclosed in the SEC Documents, the Company does not own, use or possesses
any licenses or rights to use any patents, patent applications, patent rights,
inventions, know-how, trade secrets, trademarks, trademark applications, service
marks, service names, trade names and copyrights (“Intellectual Property”).
There is no claim or action by any person pertaining to, or proceeding pending
or threatened, which challenges the right of the Company with respect to any
Intellectual Property.
4.15 The
Company is not a party to any contract, arrangement or agreement, whether oral
or in writing, including without limitation, loan agreements, credit lines,
promissory notes, mortgages, pledges, guarantees, security agreements, factoring
agreements, letters of credit, powers of attorney or other arrangements to loan
or borrow money or extend credit. As of Closing, the Company does not owe any
monies or obligations to any third parties.
4.16 The
Company has made or filed all federal, state and foreign income and all other
tax returns, reports and declarations required by any jurisdiction to which it
is subject and has paid all taxes and other governmental assessments and charges
that are material in amount, shown or determined to be due on such returns,
reports and declarations. There are no and will be no taxes due as a
result of the transactions contemplated by this Agreement. There are no unpaid
taxes claimed to be due by the taxing authority of any jurisdiction, and neither
Seller knows of no basis for any such claim. The Company has not
executed a waiver with respect to the statute of limitations relating to the
assessment or collection of any foreign, federal, state or local
tax. None of the Company’s tax returns is presently being audited by
any taxing authority. The Sellers expressly assume and shall pay any taxes due
by the Company up to the date of the Closing.
4.17 The
Company is in possession of all franchises, grants, authorizations, licenses,
permits, easements, variances, exemptions, consents, certificates, approvals and
orders necessary to own, lease and operate its properties and to carry on its
business as it is now being conducted (collectively, the “Permits”), and there
is no action pending or threatened regarding suspension or cancellation of any
of the Permits. The Company is not in conflict with, or in default or
violation of, any of the Permits. The Company has not received any
notification with respect to possible conflicts, defaults or violations of
applicable laws, except for notices relating to possible conflicts, defaults or
violations.
4.18 There
are, with respect to the Company or any predecessors thereof, no past or present
violations of Environmental Laws (as defined below), releases of any material
into the environment, actions, activities, circumstances, conditions, events,
incidents, or contractual obligations which may give rise to any common law
environmental liability or any liability under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 or similar federal, state,
local or foreign laws and the Company has not received any notice with respect
to any of the foregoing, nor is any action pending or threatened in connection
with any of the foregoing. The term “Environmental Laws” means all
federal, state, local or foreign laws relating to pollution or protection of
human health or the environment (including, without limitation, ambient air,
surface water, groundwater, land surface or subsurface strata), including,
without limitation, laws relating to emissions, discharges, releases or
threatened releases of chemicals, pollutants contaminants, or toxic or hazardous
substances or wastes (collectively, “Hazardous Materials”) into the environment,
or otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of Hazardous Materials, as
well as all authorizations, codes, decrees, demands or demand letters,
injunctions, judgments, licenses, notices or notice letters, orders, permits,
plans or regulations issued, entered, promulgated or approved thereunder. Other
than those that are or were stored, used or disposed of in compliance with
applicable law, no Hazardous Materials are contained on or about any real
property currently owned, leased or used by the Company, and no Hazardous
Materials were released on or about any real property previously owned, leased
or used by the Company. There are no underground storage tanks on or under any
real property owned, leased or used by the Company.
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4.19 The
Company does not own any real or personal property.
4.20 The
Company maintains a system of internal accounting controls sufficient, in the
judgment of the Company’s board of directors, 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 generally accepted
accounting principles 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 books of account, corporate records and minute
books of the Company are complete and correct in all material
respects.
4.21 All
information relating to or concerning the Company set forth in this Agreement
and otherwise in connection with the transactions contemplated hereby is true
and correct in all respects and neither Seller has omitted to state any fact
necessary in order to make the statements made herein or therein, in light of
the circumstances under which they were made, not misleading. No
event or circumstance has occurred or exists with respect to the Company or its
or their business, properties, prospects, operations or financial conditions,
which, under applicable law, rule or regulation, requires public disclosure or
announcement by the Company but which has not been so publicly announced or
disclosed.
4.22 The
purchase of the Shares by Purchaser from Seller will not give rise to
any dissenting shareholders' rights under
Nevada law, the Articles of Incorporation or By-laws of the Company, or
otherwise. All issuances by the Company of shares of Common Stock in past
transactions have been legally and validly effected, and all of such shares of
Common Stock are fully paid and non-assessable. All of the offerings
were conducted in strict accordance with the requirements of Regulation D, Rules
504, 505 and 506, as applicable, in full compliance with the requirements of the
Securities Act and the 1934 Act, as applicable, and in full compliance with and
according to the requirements of Delaware law and the Articles of Incorporation
and By-laws of the Company. The Company does not have in effect any plan,
scheme, device or arrangement, commonly or colloquially known as a “poison pill”
or “anti-takeover” plan or similar plan, scheme, device or
arrangement. No other state takeover statute or similar statute or
regulation applies or purports to apply to this agreement or the transactions
contemplated hereby.
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7. Representations and
Warranties of Purchaser. As an inducement to Sellers to enter
into this Agreement and to consummate the transactions contemplated herein,
Purchaser represents and warrants to Sellers as follows:
7.1 Authority. Purchaser
has the right, power, authority and capacity to execute and deliver this
Agreement, to consummate the transactions contemplated hereby and to perform his
obligations under this Agreement. This Agreement constitutes the
legal, valid and binding obligations of Purchaser, enforceable against Purchaser
in accordance with the terms hereof.
7.2 No Consent. No consent,
approval, authorization or order of, or any filing or declaration with any
governmental authority or any other person is required for the consummation by
the Purchaser of any of the transactions on its part contemplated under this
Agreement.
7.3 No
Conflict. None of the execution, delivery, or performance of
this Agreement, and the consummation of the transactions contemplated hereby,
conflicts or will conflict with, or (with or without notice or lapse of time, or
both) result in a termination, breach or violation of (i) any instrument,
contract or agreement to which Purchaser is a party or by which he is bound; or
(ii) any federal, state, local or foreign law, ordinance, judgment, decree,
order, statute, or regulation, or that of any other governmental body or
authority, applicable to Purchaser.
7.4 Potential Loss of
Investment. Purchaser understands that an investment in the
Shares is a speculative investment which involves a high degree of risk and the
potential loss of his entire investment.
7.5 Receipt of
Information. Purchaser has received all documents, records,
books and other information pertaining to his investment that has been requested
by the Purchaser, including without limitation, the SEC filings made by the
Company.
7.6 No
Advertising. At
no time was the Purchaser presented with or solicited by any leaflet, newspaper
or magazine article, radio or television advertisement, or any other form of
general advertising or solicited or invited to attend a promotional meeting
otherwise than in connection and concurrently with such communicated
offer.
7.7 Investment
Experience. The Purchaser (either by himself or with his
advisors) is (i) experienced in making investments of the kind described in this
Agreement, (ii) able, by reason of his business and financial experience to
protect his own interests in connection with the transactions described in this
Agreement, and (iii) able to afford the entire loss of his investment in the
Shares.
7.8 Restricted
Securities. Purchaser understands that the restricted Shares
have not been registered under the Securities Actor registered or qualified
under any the securities laws of any state or other jurisdiction, are
“restricted securities,” and cannot be resold or otherwise transferred unless
they are registered under the Securities Act, and registered or qualified under
any other applicable securities laws, or an exemption from such registration and
qualification is available. Each certificate for any of the
restricted Shares shall bear a legend to the foregoing effect.
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7.9 Investment
Purposes. The Purchaser is acquiring the restricted Shares for
his own account as principal, not as a nominee or agent, for investment purposes
only, and not with a view to, or for, resale, distribution or fractionalization
thereof in whole or in part and no other person has a direct or indirect
beneficial interest in the amount of restricted Shares the Purchaser is
acquiring herein. Further, the Purchaser does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to the
restricted Shares the Purchaser is acquiring.
7.10 No Obligation to Register
Shares. The Purchaser understands that the Company is under no
obligation to register the restricted Shares under the Securities Act, or to
assist the Purchasers in complying with the Securities Act or the securities
laws of any state of the United States or of any foreign
jurisdiction.
8. Indemnification;
Survival.
8.1 Indemnification. Each
party hereto shall jointly and severally indemnify and hold harmless the other
party and such other party’s agents, beneficiaries, affiliates, representatives
and their respective successors and assigns (collectively, the “Indemnified
Persons”) from and against any and all damages, losses, liabilities, taxes and
costs and expenses (including, without limitation, attorneys’ fees and costs)
(collectively, “Losses”) resulting directly or indirectly from (a) any
inaccuracy, misrepresentation, breach of warranty or non-fulfillment of any of
the representations and warranties of such party in this Agreement, or any
actions, omissions or statements of fact inconsistent with in any material
respect any such representation or warranty, (b) any failure by such party to
perform or comply with any agreement, covenant or obligation in this
Agreement.
8.2 Survival. All
representations, warranties, covenants and agreements of the parties contained
herein or in any other certificate or document delivered pursuant hereto shall
survive the date hereof until the expiration of the applicable statute of
limitations.
9. Miscellaneous.
9.1 Further
Assurances. From time to time, whether at or following the
Closing, each party shall make reasonable commercial efforts to take, or cause
to be taken, all actions, and to do, or cause to be done, all things reasonably
necessary, proper or advisable, including as required by applicable laws, to
consummate and make effective as promptly as practicable the transactions
contemplated by this Agreement.
9.2 Notices. All
notices or other communications required or permitted hereunder shall be in
writing shall be deemed duly given (a) if by personal delivery, when so
delivered, (b) if mailed, three (3) business days after having been sent by
registered or certified mail, return receipt requested, postage prepaid and
addressed to the intended recipient as set forth below, or (c) if sent through
an overnight delivery service in circumstances to which such service guarantees
next day delivery, the day following being so sent to the addresses of the
parties as indicated on the signature page hereto. Any party may change the
address to which notices and other communications hereunder are to be delivered
by giving the other parties notice in the manner herein set forth.
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9.3 Choice of
Law. This Agreement shall be governed, construed and enforced
in accordance with the laws of the State of New York, without giving effect to
principles of conflicts of law.
9.4 Jurisdiction. The
parties hereby irrevocably consent to the in personam jurisdiction of the state
or federal courts located in the County of New York, State of New York, in
connection with any action or proceeding arising out of or relating to this
Agreement or the transactions and the relationships established thereunder. The
parties hereby agree that such courts shall be the venue and exclusive and
proper forum in which to adjudicate such matters and that they will not contest
or challenge the jurisdiction or venue of these courts. EACH PARTY HERETO WAIVES TRIAL BY
JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR ANY
BREACH OR ALLEGED BREACH HEREOF.
9.5 Entire
Agreement. This Agreement sets forth the entire agreement and
understanding of the parties in respect of the transactions contemplated hereby
and supersedes all prior and contemporaneous agreements, arrangements
and understandings of the parties relating to the subject matter
hereof. No representation, promise, inducement, waiver of rights,
agreement or statement of intention has been made by any of the parties which is
not expressly embodied in this Agreement.
9.6 Assignment. Each
party's rights and obligations under this Agreement shall not be assigned or
delegated, by operation of law or otherwise, without the other party's prior
written consent, and any such assignment or attempted assignment shall be void,
of no force or effect, and shall constitute a material default by such
party.
9.7 Amendments. This
Agreement may be amended, modified, superseded or cancelled, and any of the
terms, covenants, representations, warranties or conditions hereof may be
waived, only by a written instrument executed by the parties
hereto.
9.8 Waivers. The
failure of any party at any time or times to require performance of any
provision hereof shall in no manner affect the right at a later time to enforce
the same. No waiver by any party of any condition, or the breach of
any term, covenant, representation or warranty contained in this Agreement,
whether by conduct or otherwise, in any one or more instances shall be deemed to
be or construed as a further or continuing waiver of any such condition or
breach or a waiver of any other term, covenant, representation or warranty of
this Agreement.
9.9 Counterparts. This
Agreement may be executed simultaneously in two or more counterparts and by
facsimile, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
9.10 Severability. If
any term, provisions, covenant or restriction of this Agreement is held by a
court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination, the parties shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner in order
that the transactions contemplated hereby be consummated as originally
contemplated to the fullest extent possible.
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9.11 Interpretation. The
parties agree that this Agreement shall be deemed to have been jointly and
equally drafted by them, and that the provisions of this Agreement therefore
shall not be construed against a party or parties on the ground that such party
or parties drafted or was more responsible for the drafting of any such
provision(s). The parties further agree that they have each carefully read the
terms and conditions of this Agreement, that they know and understand the
contents and effect of this Agreement and that the legal effect of this
Agreement has been fully explained to its satisfaction by counsel of its own
choosing.
[Remainder
of Page Intentionally Omitted; Signature Page to Follow]
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IN
WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as
of the date first above written.
| SELLERS: | |||
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/s/ Xxxxxx Xxxxxx | |
| Xxxxxx Xxxxxx | |||
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/s/ Xxx Xxxxx | |
| Xxx Xxxxx | |||
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/s/ Xxxxx Xxxxx | |
| Xxxxx Xxxxx | |||
| PURCHASER: | ||||
| Medford Financial Group, Ltd. | ||||
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By: | /s/ Xxxxxx Xxxxxx | |
| Name: | Xxxxxx Xxxxxx | |||
| Title: | Title: | |||
