COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT (this "Agreement"), effective
the first day of October, 2010, between Peer Review Mediation &
Arbitration, Inc., a Florida corporation ("Buyer") and Xxxxxx X.
Xxxxxxx, et al., shareholders of Key Vista Associates, Inc. ("Key
Vista"), a Florida corporation. (the "Sellers").
W I T N E S S E T H:
WHEREAS, as contemplated by this Agreement, Buyer is to purchase
from Sellers, and Sellers are to sell to Buyer, all of the issued and
outstanding common shares of Key Vista as more specifically provided
herein. Said common shares shall represent 100% of the aggregate
outstanding common shares of Key Vista.
NOW, THEREFORE, in consideration of the mutual covenants and
undertakings contained herein, and subject to and on the terms and
conditions herein set forth, the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE OF SHARES
1.1 Purchase and Sale. Subject to the terms and conditions set forth
herein, Sellers will sell to Buyer, and Buyer will purchase from
Sellers, at the Closing (as hereinafter defined), all of the issued and
outstanding shares of common stock of Key Vista. The purchase price
shall be payable as follows:
a) Cash Consideration. $113,350 by Certified Checks of immediately
available funds upon execution of this Common Stock Purchase Agreement.
b) Promissory Note for $75,000, payable in 5 quarterly installments
of $15,000.
c) Equity Consideration. An aggregate of 200,000 registered common
shares of ("Payment Shares").
1.1 Upon the signing of this Agreement, Sellers shall forward to Buyer
the certificates representing the Shares 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.
1.2 Upon the signing of this Agreement, Buyer shall issue
certificates representing the Payment Shares.
1.3 Closing. The closing of the sale and purchase of the Common
Shares hereunder (the "Closing"), will be held at the offices of Buyer
on Monday November 01, 2010 or at such other time, date and place as
agreed to by the parties.
2
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLERS
Sellers represent and warrant to the Buyer as follows:
2.1 Existence and Authority. Sellers have all requisite power to
execute, deliver and perform this Agreement.
2.2 Financial Condition. Sellers warrant Key Vista's balance sheet as
of September 30, 2010 will not be materially different at Closing.
Additionally, Sellers warrant that shareholders' equity of Key Vista
will not be less than $1400.
2.3 No Conflict. The execution and delivery of this Agreement does
not, and the consummation of the transactions contemplated hereby will
not, conflict with or constitute a default under any agreement,
indenture or other instrument to which Sellers is a party or by which
Sellers may be bound or any law, regulation, order, arbitration, award,
judgment or decree applicable to Sellers.
2.4 Validity. This Agreement has been duly executed and delivered by
Sellers and is a valid and binding agreement of Sellers enforceable
against Sellers in accordance with its terms, except as the
enforceability thereof may be limited by any applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other
laws affecting the enforcement of creditors' rights generally, and by
general principles of equity.
2.5 Litigation. There are no actions, suits, proceedings or
arbitrations or investigations pending, or to Sellers' best knowledge,
threatened in any court or before any governmental agency or
instrumentality or arbitration panel or otherwise against or by the
Buyer which seek to or could restrain, prohibit, rescind or declare
unlawful, or result in substantial damages in respect of this Agreement
or the performance hereof by Sellers (including, without limitation,
the delivery of the Common Shares).
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE BUYER
Buyer hereby represents and warrants to Sellers as follows:
3.1 Existence and Authority. Buyer has all requisite power to execute,
deliver and perform this Agreement.
3.2 No Conflict. The execution and delivery of this Agreement does
not, and the consummation of the transactions contemplated hereby will
not, conflict with or constitute a default under any agreement,
indenture or other instrument to which Buyer is a party or by which
Buyer may be bound or any law, regulation, order, arbitration, award,
judgment or decree applicable to Buyer.
3
3.3 Validity. This Agreement has been duly executed and delivered by
Buyer and is a valid and binding agreement of Buyer enforceable against
Buyer in accordance with its terms, except as the enforceability
thereof may be limited by any applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other laws
affecting the enforcement of creditors' rights generally, and by
general principles of equity.
3.4 Litigation. There are no actions, suits, proceedings or
arbitrations or investigations pending, or to Buyer's best knowledge,
threatened in any court or before any governmental agency or
instrumentality or arbitration panel or otherwise against or by the
Buyer which seek to or could restrain, prohibit, rescind or declare
unlawful, or result in substantial damages in respect of this Agreement
or the performance hereof by Buyer (including, without limitation, the
delivery of the Common Shares).
ARTICLE IV
RESTRICTIONS ON DISPOSITION OF THE COMMON SHARES
4.1 Restricted Securities. Buyer acknowledges that Buyer is acquiring
the Common Shares pursuant to a transaction exempt from registration
under the 1933 Act. Buyer represents, warrants and agrees that all
Common Shares acquired by Buyer pursuant to this Agreement are being
acquired for investment without any intention of making a distribution
thereof, or of making any sale or other disposition thereof which would
be in violation of the 1933 Act or any applicable state securities law,
and that Buyer will not dispose of any of the Common Shares.
4.2 Legend. Until such time as the Common Shares are registered
pursuant to the provisions of the 1933 Act, any certificate or
certificates representing the Common Shares delivered pursuant to
Section 1.3 will bear a legend in substantially the following form:
"The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and may not be sold,
transferred or otherwise disposed of unless they have first been
registered under such Act or unless an exemption from registration is
available."
Sellers may place stop transfer orders against the registration or
transfer of any shares evidenced by such a certificate or certificates
until such time as the requirements of the foregoing are satisfied.
ARTICLE V
CONDITIONS TO CLOSING
5.1 Conditions to Obligations of Buyer. The obligation of Buyer to
purchase the Common Shares is subject to the satisfaction of the
following conditions on the date of Closing:
4
(a) Other than the excluded assets listed on Exhibit A, Sellers, as
majority holders of the current and outstanding common shares of Key
Vista shall have provided a list of all assets, property, rights,
interests of any kind and description, tangible or intangible used in
the operation of Key Vista.
(b) The representations and warranties of Sellers set forth in
Article II hereof shall be true and correct; and if the Closing shall
occur on a date other than the date of this Agreement, Buyer shall
have been furnished with a certificate, dated the date of Closing, to
such effect, signed by an authorized officer of Sellers; and
(c) All permits, approvals, authorizations and consents of third
parties necessary for the consummation of the transactions herein shall
have been obtained, and no order of any court or administrative agency
shall be in effect which restrains or prohibits the transactions
contemplated by this Agreement, and no suit, action or other
proceeding by any governmental body or other person shall have been
instituted which questions the validity or legality of the
transactions contemplated by this Agreement.
(d) Sellers shall have entered into a two (2) year lock-up of the
Payment Shares.
5.2 Conditions to Obligations of Sellers. The obligation of Sellers to
sell and deliver the Common Shares to Buyer is subject to the
satisfaction of the following conditions on the date of Closing:
(a) Buyer shall have assumed and agreed to pay, perform and
discharge, when due, the executory liabilities and commitments included
in or pertaining to the items disclosed in item 2.1, but only to the
extent of lease obligations that were incurred by Key Vista, excluding
the liabilities listed on Exhibit B.
(b) The representations and warranties of the Buyer set forth in
Article V hereof shall be true and correct; and if the Closing shall
occur on a date other than the date of this Agreement, Sellers shall
have been furnished with a certificate dated the date of Closing, to
such effect, signed by an authorized officer of Buyer; and
(c) No order of any court or administrative agency shall be in
effect which restrains or prohibits the transactions contemplated by
this Agreement, and no suit, action or other proceeding by any
governmental body or other person shall have been instituted which
questions the validity or legality of the transactions contemplated by
this Agreement.
ARTICLE VI
MISCELLANEOUS
6.1 Expenses. Each party shall pay all of its own expenses in
connection with the authorization, preparation, execution and
performance of this Agreement.
5
6.2 Survival of Sellers' Representations and Warranties. All
representations and warranties made by Sellers to Buyer in this
Agreement shall survive the Closing.
6.3 Notices. All notices, requests or other communications required
or permitted to be delivered hereunder shall be in writing, delivered
by registered or certified mail, return receipt requested, as follows:
(a) To Sellers:
Xxxxxx X. Xxxxxxx
000 Xxxxxx Xx Xxxxx #0000
Xxxx Xxxxx, XX 00000
(b) To the Buyer:
Xxxxxx Xxxx, President
000 X Xxxxxxxx Xxxxx
Xxxxxxxxx Xxxxx, XX 00000
Any party hereto may from time to time, by written notice given as
aforesaid, designate any other address to which notices, requests or
other communications addressed to it shall be sent.
6.4 Specific Performance. The parties hereto acknowledge that
damages would be an inadequate remedy for any breach of the provisions
of this Agreement and agree that the obligations of the parties
hereunder shall be specifically enforceable, and neither party will
take any action to impede the other from seeking to enforce such rights
of specific performance.
6.5 Successors and Assigns; Integration; Assignability. This
Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto, and their respective legal
representatives, successors and assigns. This Agreement (a)
constitutes, the entire agreement between the parties hereto and
supersedes all other prior agreements and understandings, both written
and oral, among the parties, with respect to the subject matter hereof;
(b) shall not confer upon any person other than the parties hereto any
rights or remedies hereunder; and (c) shall not be assignable by
operation of law or otherwise.
6.6 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the state of Florida.
6.7 Further Assurances. Subject to the terms and conditions herein
provided, each of the parties hereto agrees to use all reasonable
efforts to take, or cause to be taken, all action and to do, or cause
to be done, all things necessary, proper or advisable to consummate and
make effective the transactions contemplated by this Agreement.
6.8 Amendment and Waiver. No amendment or waiver of any provision
of this Agreement or consent to departure therefrom shall be effective
unless in writing and signed by Buyer and Sellers.
6
6.9 Counterparts. This Agreement may be executed in any number of
counterparts with the same effect as if the signatures thereto were
upon one instrument.
IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement on the date and year first above written.
SELLER:
/s/Xxxxxx Xxxxxxx
---------------------
BUYER:
Peer Review Mediation and Arbitration, Inc.
By: /s/Xxxxxx Xxxx
---------------------
Xxxxxx Xxxx, President
