STOCK PURCHASE AGREEMENT
Exhibit
10.1
This
Stock Purchase Agreement (“Agreement”) is entered into as of April 10, 2009 by
and between Xxxx X. Xxxxxxx and Xxxxxx Xxxxxxx, husband and wife, as joint
tenants with right of survivorship (“Sellers”) and Adeona Pharmaceuticals, Inc.,
(“Purchaser”). Purchaser and Sellers (with the Sellers as joint tenants with
right of survivorship) may collectively be referred to as the
“Parties.”
WHEREAS,
Sellers are the record owners and holders of all of the issued and
outstanding shares of the capital stock of Xxxxxxx Clinical Laboratories, Inc.
(the “Company”), a California Corporation;
and
WHEREAS,
the Parties desire to enter into this Agreement pursuant to which
Purchaser will purchase from Sellers shares of capital stock of the
Company.
NOW,
THEREFORE, in consideration for the promises set forth in this Agreement,
the Parties agree as follows:
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1.
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PURCHASE
AND SALE: Subject to the terms and conditions set forth
in this Agreement, Purchaser hereby agrees to purchase from Sellers, and
Sellers hereby agree to sell, transfer and convey to the Purchaser one
thousand (1,000) shares of common stock of the Company, representing all
of the issued and outstanding shares of the Company (the
“Stock”).
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2.
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PURCHASE
PRICE: The purchase price for all of the shares of Stock
shall be Seven Hundred and Fifty Thousand dollars ($750,000) (the
“Purchase Price”) with Seventy Five Thousand ($75,000) to be paid in cash
to the Sellers as a nonrefundable xxxxxxx payment creditable against the
Purchase Price contemporaneous with the execution of this Agreement and
the remainder of the Purchase Price of Six Hundred Seventy Five Thousand
dollars ($675,000) to be paid in cash to the Sellers on May 31, 2009
unless an earlier closing date is agreed to in writing signed by both
parties (the “Closing”). Cash payments made by Purchaser shall
be made by wire transfer from Purchaser to the IOTA Trust Account of
Sellers’ attorney and released to the Sellers, upon execution of this
Agreement by Sellers and at the Closing. At the Closing,
Purchaser shall also pay the business brokerage fee of Xxxxxx Xxxxxxxxx in
the amount of Seventy Five Thousand Dollars
($75,000).
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3.
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CLOSING: The
closing contemplated by this Agreement for the transfer of the Stock and
the payment of the Purchase Prices shall take place at Xxxxxxx Clinical
Laboratories, Inc, 0000 X. 00xx
Xx., Xxxxx X-000, Xxxxx Xxx, XX 00000, on May 31, 2009 at 9:00a.m. PT
unless an earlier closing date is agreed to in writing signed by both
parties (the “Closing”). The certificates representing the
Stock shall be duly endorsed for transfer or accompanied by an appropriate
stock transfer. At the Closing, Purchaser shall pay the
business brokerage fee of Xxxxxx Xxxxxxxxx in the amount of Seventy Five
Thousand Dollars ($75,000). Purchaser’s obligation to close
shall be conditioned upon the satisfactory completion of Purchaser’s due
diligence determined in Purchaser’s
sole
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discretion
which Seller shall undertake and complete on or before the
Closing. Should Purchaser not be satisfied with the outcome of
its due diligence and elect not to close on May 31, 2009, Purchaser shall
forfeit the $75,000 nonrefundable xxxxxxx payment and the Parties shall
have no further obligation under this
Agreement.
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4.
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REPRESENTATIONS
AND WARRANTIES OF SELLERS: Sellers hereby warrants and
represents that:
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(a)
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Restrictions
on Stock. The Sellers is not a party to any agreements
that create rights or obligations in the Stock relating to any third party
including voting or stockholder agreements. The Sellers is the
lawful owner of the Stock, free and clear of any encumbrances, security
interests or liens of any kind and has full power and authority to sell
and transfer the Stock as contemplated in this Agreement. The
Stock represents all of the issued and outstanding shares of capital stock
of the Company.
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(b)
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Organization
and Standing. To the Sellers’s knowledge, the Company is
duly organized, validly existing and in good standing under the laws of
the State of California and
has full power and authority to own and operate its property and assets
and to carry on its business as presently conducted and the one thousands
shares of stock represent all of the issued and outstanding capital stock
of the Company.
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(c)
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Operation
of Business. Between the signing of this Agreement and
the Closing, the Seller shall operate the business of the Company in the
normal course and at the Closing net working capital and stockholders’
equity reflected in the trial balance of accounts as of the date hereof
shall not materially differ. Purchaser shall pay Company for
all costs incurred by the Company in connection with the Collaboration
Agreement previously entered into between the Company and
Purchaser. Until May 31, 2009, Seller, Company and their
agents, including and Xxxxxx Xxxxxxxxx, shall not solicit other offers
from other parties and shall discontinue any and all discussions with
other parties whom they may be already in discussion
with.
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(d)
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Xxxx
X. Xxxxxxx Consulting. Following the Closing, Xxxx X.
Xxxxxxx shall serve as a consultant to Seller for a period of up to three
(3) months following the Closing for a monthly consulting fee of Ten
Thousand dollars ($10,000) per month to assist in the transition and
business of the Company. For a period of five (5) years
following the closing Xxxx X. Xxxxxxx shall not solicit the Company’s
accounts or employees nor compete with the Company. The Company
shall be permitted to continue to use the name “Xxxxxxx Clinical
Laboratories, Inc.” The Purchaser and Xxxx X. Xxxxxxx may enter
in a separate written consulting agreement, each in their sole discretion,
pursuant to which Xxxx X. Xxxxxxx may agree to serve as a consultant to
the Company on an at-will basis beyond the initial three (3) month period
following the Closing. Such consulting agreement may include
the issuance of options to purchase two hundred thousand (200,000) shares
of the Purchaser’s stock at market price on the date of such agreement,
vesting monthly over a period of twenty-four (24) months while
Xxxx
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X.
Xxxxxxx remains a consultant to the Company and such consulting agreement
has not been earlier terminated by either
party.
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(e)
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General
Ledger. The unaudited Financial Statements dated June 30, 2008 are
true in all material respects, the Company’s State and Federal Income Tax
Returns and the Trial Balance of Accounts from July 1, 2008 for the period
ending, and as of, April 6, 2009 are accurate and true in all material
respects and other than as disclosed in such documents or on the List of
Exceptions attached hereto as Schedule A, there are no liabilities,
(including Medicare, MediCal or other insurance liabilities), liens, tax
liabilities, actions, actual, pending or threatened that may have a
material adverse effect on the business of the Company (the
“Liabilities”). For purposes of this Agreement, Liabilities
will only be considered material if together in the aggregate they exceed
ten percent (10%) of the Purchase Price. At the Closing all of
the cash and accounts receivables of the Company shall be transferred or
assigned to Sellers and all of the existing liabilities of the Company as
of the Closing shall have been either paid or assumed by the
Sellers.
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5.
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SEVERABILITY:
If any part or parts of this Agreement shall be held unenforceable for any
reason, the remainder of this Agreement shall continue in full force and
effect. If any provision of this Agreement is deemed invalid or
unenforceable by any court of competent jurisdiction, and if limiting such
provision would make the provision valid, then such provision shall be
deemed to be construed as so
limited.
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6.
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BINDING
EFFECT: The covenants and conditions contained in this Agreement
shall apply to and bind the parties and the heirs, legal representatives,
successors and permitted assigns of the
Parties.
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7.
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BROKER’S
FEES: The Parties represent that other than Xxxxxx
Xxxxxxxxx and there has been no act in connection with the transactions
contemplated in this Agreement that would give rise to a valid claim
against either party for a broker’s fee, finder’s fee or other similar
payment.
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8.
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ENTIRE
AGREEMENT: This Agreement constitutes the entire agreement between
the Parties and supersedes any prior understanding or representation of
any kind preceding the date of this Agreement. There are no other
promises, conditions, understandings or other agreements, whether oral or
written, relating to the subject matter of this Agreement. This Agreement
may be modified in writing and must be signed by both the Sellers and
Purchaser.
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9.
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GOVERNING
LAW: This Agreement shall be governed by and construed in
accordance with the laws of the State of
California.
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10.
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NOTICE: Any
notice required or otherwise given pursuant to this Agreement shall be in
writing and mailed certified return receipt requested, postage prepaid, or
delivered by overnight delivery
service:
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(a)
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If
to Purchaser:
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Xxxxx X.
Xxxxxx, CPA, JD
Chairman
and Chief Executive Officer
0000
Xxxxxxx Xxxxx
Xxx
Xxxxx, XX 00000
Fax:
(000) 000-0000
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(b)
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If
to Sellers:
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Xxxx X.
Xxxxxxx & Xxxxxx Xxxxxxx
00000
Xxxxx Xxxx Xxxxx
Xxxxx
Xxx, XX 00000
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11.
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WAIVER:
The failure of either party to enforce any provisions of this Agreement
shall not be deemed a waiver or limitation of that party's right to
subsequently enforce and compel strict compliance with every provision of
this Agreement.
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IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed the day
and year first above written.
| ADEONA PHARMACEUTICALS, INC.: | SELLERS: | ||
| /s/ Xxxxx X. Xxxxxx | /s/ Xxxx X. Xxxxxxx | ||
| Xxxxx X. Xxxxxx, CPA, JD | Xxxx X. Xxxxxxx, JTWROS | ||
| /s/ Xxxxxx Xxxxxxx | |||
| Xxxxxx Xxxxxxx. JTWROS |
