SHARE PURCHASE AGREEMENT
Exhibit
10.1
This
Share Purchase Agreement (this "Agreement")
is
dated as of April 22, 2008, among SECURED DIGITAL STORAGE CORPORATION., a New
Mexico corporation (the "Company"),
and
the investors identified on the signature pages hereto (each, an "Investor"
and
collectively, the "Investors").
WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant
to
Section 4(2) of the Securities Act, the Company desires to issue and sell to
each Investor, and each Investor, severally and not jointly, desires to purchase
from the Company certain securities of the Company, as more fully described
in
this Agreement.
NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
and for other good and valuable consideration the receipt and adequacy of which
are hereby acknowledged, the Company and the Investors agree as
follows:
ARTICLE
I.
DEFINITIONS
1.1 Definitions.
In
addition to the terms defined elsewhere in this Agreement, for all purposes
of
this Agreement, the following terms shall have the meanings indicated in this
Section 1.1:
"Action"
means
any action, claim, suit, inquiry, notice of violation, proceeding or
investigation pending or threatened in writing against or affecting the Company
or any of its properties before or by any court, arbitrator, governmental or
administrative agency, regulatory authority (federal, state, county, local
or
foreign), stock market, stock exchange or trading facility.
"Affiliate"
means
any Person that, directly or indirectly through one or more intermediaries,
controls or is controlled by or is under common control with a Person, as such
terms are used in and construed under Rule 144.
"Business
Day"
means
any day except Saturday, Sunday and any day which shall be a federal legal
holiday or a day on which banking institutions in the State of Illinois are
authorized or required by law or other governmental action to
close.
"Closing"
means
the closing of the purchase and sale of the Shares pursuant to Article
II.
"Closing
Date"
means
the date of the Closing.
"Commission"
means
the Securities and Exchange Commission.
"Common
Stock"
means
the Common Stock of the Company, no par value per share.
"Common
Stock Equivalents"
means
any options, warrants, rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities (debt or equity), rights or
obligations convertible into or exchangeable for, or giving any Person any
right
to subscribe for or acquire, directly or indirectly, any shares of Common Stock,
or contracts, commitments, understandings or arrangements by which the Company
is or may become bound to issue additional shares of Common Stock at any time.
"Exchange
Act"
means
the Securities Exchange Act of 1934, as amended.
"Investment
Amount"
means,
with respect to each Investor, the investment amount indicated below such
Investor's name on the signature page of this Agreement.
"Lien"
means
any lien, charge, encumbrance, security interest, right of first refusal or
other restrictions of any kind.
"Per
Share Purchase Price"
equals
$.80 and applies to each Share.
"Person"
means an
individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any
kind.
"Rule
144"
means
Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as
such
Rule.
"Securities
Act"
means
the Securities Act of 1933, as amended.
"Shares"
means
the shares of Common Stock issued or issuable to the Investors pursuant to
this
Agreement.
"Subsidiary"
means,
with respect to any Person, any corporation, association or other business
entity of which more than 50% of the total voting power of shares of stock
or
other equity interest entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereto
is at the time owned or controlled, directly or indirectly, by that Person
or
one or more of the other Subsidiaries of that Person or a combination
thereof.
"Trading
Day"
means
(i) a day on which the Common Stock is traded on a Trading Market, or (ii)
if
the Common Stock is not listed on a Trading Market, a day on which the Common
Stock is traded in the over-the-counter market is quoted in the over-the-counter
market as reported by the National Quotation Bureau Incorporated (or any similar
organization or agency succeeding to its functions of reporting prices);
provided, that in the event that the Common Stock is not listed or quoted as
set
forth in (i) or (ii) hereof, then Trading Day shall mean a Business
Day.
"Trading
Market"
means
whichever of the New York Stock Exchange, the American Stock Exchange, the
NASDAQ National Market, the NASDAQ SmallCap Market or OTC Bulletin Board on
which the Common Stock is listed or quoted for trading on the date in
question.
"Transaction
Documents"
means
this Agreement and any other documents or agreements executed in connection
with
the transactions contemplated hereunder.
ARTICLE
II.
PURCHASE
AND SALE
2.1 Closing.
Subject
to the terms and conditions set forth in this Agreement, at the Closing the
Company shall issue and sell to each Investor, and each Investor shall,
severally and not jointly, purchase from the Company, the Closing Shares (as
defined below), at the Per Share Purchase Price, representing such Investor's
Investment Amount. The Closing shall take place at the offices of the Company,
as soon as practicable after the date this Agreement is executed and delivered
by the parties or at such other location or time as the parties may agree.
In
order to facilitate a timely Closing, each Investor hereby agrees to deliver
its
Investment Amount, in U.S. dollars and immediately available funds, to an escrow
account designated by the Company promptly following its execution of this
Agreement.
2.2 Closing
Deliveries.
(a) At
the
Closing, the Company shall deliver or cause to be delivered to each Investor
a
certificate evidencing a number of Shares (the "Closing Shares") equal to such
Investor's Investment Amount divided by the Per Share Purchase Price, registered
in the name of such Investor (or an instruction letter to the Company’s transfer
agent to promptly issue such certificates).
(b) At
the
Closing, each Investor shall deliver or cause to be delivered to the Company
its
Investment Amount, in United States dollars and in immediately available funds,
by wire transfer to an account designated in writing by the Company for such
purpose or by check.
ARTICLE
III.
REPRESENTATIONS
AND WARRANTIES
3.1 Representations
and Warranties of the Company.
The
Company hereby makes the following representations and warranties to each
Investor, except in each instance as otherwise disclosed in any reports filed
by
the Company with the Commission under the Securities Act and the Exchange
Act:
(a) Organization;
Subsidiaries.
The
Company is an entity duly incorporated or otherwise organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation
or
organization (as applicable), with the requisite power and authority to own
and
use its properties and assets and to carry on its business as currently
conducted. The Company has no Subsidiaries.
(b) Authorization;
Enforcement.
The
Company has the requisite corporate power and authority to enter into and to
consummate the transactions contemplated by each of the Transaction Documents
and otherwise to carry out its obligations thereunder. The execution and
delivery of each of the Transaction Documents by the Company and the
consummation by it of the transactions contemplated thereby have been duly
authorized by all necessary action on the part of the Company and no further
action is required by the Company in connection therewith. Each Transaction
Document has been (or upon delivery will have been) duly executed by the Company
and, when delivered in accordance with the terms hereof, will constitute the
valid and binding obligation of the Company enforceable against the Company
in
accordance with its terms.
(c) No
Conflicts.
The
execution, delivery and performance of the Transaction Documents by the Company,
the issuance and sale of the Shares and the consummation by the Company of
the
transactions contemplated thereby do not and will not (i) conflict with or
violate any provision of the Company's certificate or articles of incorporation,
bylaws or other organizational or charter documents, or (ii) conflict with,
or
constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation (with or without notice, lapse of time
or both) of, any material agreement, credit facility, debt or other instrument
(evidencing a Company debt or otherwise) or by which any property or asset
of
the Company is bound or affected, or (iii) result in a violation of any law,
rule, regulation, order, judgment, injunction, decree or other restriction
of
any court or governmental authority to which the Company is subject, or by
which
any property or asset of the Company is bound or affected; except in the case
of
each of clauses (ii) and (iii), such as could not, individually or in the
aggregate, have a material adverse effect on the Company.
(d) Filings,
Consents and Approvals.
The
Company is not required to obtain any consent, waiver, authorization or order
of, give any notice to, or make any filing or registration with, any court
or
other federal, state, local or other governmental authority or other Person
in
connection with the execution, delivery and performance by the Company of the
Transaction Documents, other than (i) the filings required in accordance with
Section 4.2, and (ii) those that have been made or obtained prior to the date
of
this Agreement.
(e) Issuance
of the Shares.
The
Shares have been duly authorized and, when issued and paid for in accordance
with the Transaction Documents, will be duly and validly issued, and the Shares
will be fully paid and nonassessable, free and clear of all Liens. The issuance
of the Shares is not subject to any preemptive or similar rights to subscribe
for or purchase securities.
(f) Capitalization.
The
number of shares and type of all authorized, issued and outstanding capital
stock of the Company, and all shares of Common Stock reserved for issuance
under
the Company's various option and incentive plans, is set forth in the disclosure
materials (a set of which is attached to this Agreement as Exhibit A). Except
as
set forth in the disclosure materials (a set of which is attached to this
Agreement as Exhibit A), no securities of the Company are entitled to preemptive
or similar rights, and no Person has any right of first refusal, preemptive
right, right of participation, or any similar right to participate in the
transactions contemplated by the Transaction Documents.
(g) Litigation.
There
is no Action which (i) adversely affects or challenges the legality, validity
or
enforceability of any of the Transaction Documents or the Shares or (ii) if
there were an unfavorable decision, individually or in the aggregate, have
a
material adverse effect on the Company.
3.2 Representations
and Warranties of the Investors.
Each
Investor hereby, for itself and for no other Investor, represents and warrants
to the Company as follows:
(a) Organization;
Authority.
Such
Investor has the power and authority to enter into and to consummate the
transactions contemplated by the applicable Transaction Documents and otherwise
to carry out its obligations thereunder. The execution, delivery and performance
by such Investor of the transactions contemplated by this Agreement has been
duly authorized by all necessary action, if required, on the part of such
Investor. This Agreement has been (or upon delivery will have been) duly
executed by such Investor, and when delivered by such Investor in accordance
with terms hereof, will constitute the valid and legally binding obligation
of
such Investor, enforceable against it in accordance with its terms.
(b) Investment
Intent.
Such
Investor is acquiring the Shares as principal for its own account for investment
purposes only and not with a view to or for distributing or reselling such
Shares or any part thereof. Such Investor is acquiring the Shares hereunder
in
the ordinary course of its business. Such Investor does not have any agreement
or understanding, directly or indirectly, with any Person to distribute any
of
the Shares. Such Investor does not have any agreement or understanding, directly
or indirectly, with any other Investor with respect to (i) the acquisition
of
the Shares, (ii) the holding of the Shares, (iii) the disposition of the Shares,
or (iv) the voting of the Shares.
(c)
Investor
Status.
At the
time such Investor was offered the Shares, it was, and at the date hereof it
is,
an "accredited investor" as defined in Rule 501(a) under the Shares Act. Such
Investor is not a registered broker-dealer under Section 15 of the Exchange
Act.
To such Investor's knowledge, neither such Investor nor any officer or director
of such Investor, in his or her capacity as such, is subject to any
investigation or order by the Commission or any administrative organization
with
oversight over any Trading Market that relates to the acquisition, disposition,
voting or holding of any securities.
(d) General
Solicitation.
Such
Investor is not purchasing the Shares as a result of any advertisement, article,
notice or other communication regarding the Shares published in any newspaper,
magazine or similar media or broadcast over television or radio or presented
at
any seminar or any other general solicitation or general
advertisement.
(e) Access
to Information.
Such
Investor acknowledges that it has reviewed the disclosure materials made
available by the Company (as set of which has been attached to this Agreement)
and has been afforded (i) the opportunity to ask such questions as it has deemed
necessary of, and to receive answers from, representatives of the Company
concerning the terms and conditions of the offering of the Shares and the merits
and risks of investing in the Shares; (ii) access to information about the
Company and its financial condition, results of operations, business,
properties, management and prospects sufficient to enable it to evaluate its
investment; and (iii) the opportunity to obtain such additional information
that
the Company possesses or can acquire without unreasonable effort or expense
that
is necessary to make an informed investment decision with respect to the Shares.
Neither such inquiries nor any other investigation conducted by or on behalf
of
such Investor or its representatives or counsel shall modify, amend or affect
such Investor's right to rely on the truth, accuracy and completeness of the
disclosure materials (a set of which is attached to this Agreement as Exhibit
A)
and the Company's representations and warranties contained in the Transaction
Documents.
(f) Independent
Investment Decision.
Such
Investor has independently evaluated the merits of its decision to purchase
Shares pursuant to this Agreement, such decision has been independently made
by
such Investor and such Investor confirms that it has only relied on the advice
of its own business and/or legal counsel and not on the advice of any other
Investor's business and/or legal counsel in making such decision.
Article
IV.
OTHER
AGREEMENTS OF THE PARTIES
4.1 (a) The
Shares may only be disposed of in compliance with state and federal securities
laws. In connection with any transfer of the Shares other than pursuant to
an
effective registration statement, or to the Company, the Company may require
the
transferor thereof to provide to the Company an opinion of counsel selected
by
the transferor, the form and substance of which opinion shall be reasonably
satisfactory to the Company, to the effect that such transfer does not require
registration of such transferred Shares under the Securities Act.
(b) Certificates
evidencing the Shares will contain the following legend, until such time as
they
are not required under Section 4.1(c):
THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION OR
QUALIFICATION REQUIREMENTS OF ALL APPLICABLE STATE SECURITIES LAWS, AND
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.
(c) Certificates
evidencing the Shares shall not contain any legend (including the legend set
forth in Section 4.1(b)): (i) following a sale of such Shares pursuant to an
effective registration statement, or (ii) following a sale of such Shares
pursuant to Rule 144, or (iii) while such Shares are eligible for sale under
Rule 144(k), or (iv) if such legend is not required under applicable
requirements of the Securities Act.
4.2
Securities
Laws Disclosure; Publicity.
The
Company shall issue a press release in its reasonable discretion disclosing
the
transactions contemplated hereby and file a current report on Form 8-K
disclosing the material terms of the transactions contemplated hereby. In
addition, the Company will make such other filings and notices in the manner
and
time required by the Commission and the Trading Market on which the Common
Stock
is listed, if any.
4.3 Indemnification.
Each of
the parties hereto indemnify and hold each other and their respective directors,
officers, shareholders, partners, employees and agents (each, a "Party")
harmless from any and all losses, liabilities, obligations, claims,
contingencies, damages, costs and expenses, including all judgments, amounts
paid in settlements, court costs and reasonable attorneys' fees and costs of
investigation (collectively, "Losses") that any such indemnified Party may
suffer or incur as a result of or relating to any misrepresentation, breach
or
inaccuracy of any representation, warranty, covenant or agreement made by the
indemnifying Party in any Transaction Document.
4.4 Use
of
Proceeds.
The
Company shall use the net proceeds from the sale of the Shares hereunder for
working capital or other general corporate purposes, including, without
limitation, acquisitions.
ARTICLE
V.
MISCELLANEOUS
5.1 Fees
and Expenses.
Each
Investor and the Company shall pay the fees and expenses of its advisers,
counsel, accountants and other experts, if any, and all other expenses incurred
by such party incident to the negotiation, preparation, execution, delivery
and
performance of the Transaction Documents.
5.2 Entire
Agreement.
The
Transaction Documents, together with the Exhibits and Schedules thereto, contain
the entire understanding of the parties with respect to the subject matter
hereof and supersede all prior agreements and understandings, oral or written,
with respect to such matters, which the parties acknowledge have been merged
into such documents, exhibits and schedules.
5.3 Notices.
Any and
all notices or other communications or deliveries required or permitted to
be
provided hereunder shall be in writing and shall be deemed given and effective
on the earliest of (a) the date of transmission, if such notice or
communication is
delivered via facsimile at the facsimile number specified in this Section prior
to 3:30 p.m. (Chicago time) on a Trading Day, (b) the next Trading Day after
the
date of transmission, if such notice or communication is delivered via facsimile
at the facsimile number specified in this Section on a day that is not a Trading
Day or later than 3:30 p.m. (Chicago time) on any Trading Day, (c) the Trading
Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (d) upon actual receipt by the party to whom
such
notice is required to be given. The address for such notices and communications
shall be as follows:
| If to Company, to: |
Secured
Digital Storage Corporation
|
0000
Xxxxxxxxxxx Xxxx, Xxxxx 0000
Xxxxxxx
Xxxxx, XX 00000
Facsimile:
(000) 000-0000
If
to an
Investor: To the address set forth under such Investor's name on the signature
pages hereof;
or
such
other address as may be designated in writing hereafter, in the same manner,
by
such Person.
5.4 Amendments;
Waivers.
No
provision of this Agreement may be waived or amended except in a written
instrument signed by the Company and the Investor or Investors against whom
such
waiver or amendment is to be enforced. No waiver of any default with respect
to
any provision, condition or requirement of this Agreement shall be deemed to
be
a continuing waiver in the future or a waiver of any subsequent default or
a
waiver of any other provision, condition or requirement hereof, nor shall any
delay or omission of either party to exercise any right hereunder in any manner
impair the exercise of any such right.
5.5 Construction.
The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof. The language used in this Agreement will be deemed to be the language
chosen by the parties to express their mutual intent, and no rules of strict
construction will be applied against any party. This Agreement shall be
construed as if drafted jointly by the parties, and no presumption or burden
of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provisions of
this
Agreement or any of the Transaction Documents.
5.6 Successors
and Assigns.
This
Agreement shall be binding upon and inure to the benefit of the parties and
their successors and permitted assigns. The Company may assign this Agreement.
Any Investor may assign any or all of its rights under this Agreement to any
Person to whom such Investor assigns or transfers any Shares upon written
consent of the Company
5.7 No
Third-Party Beneficiaries.
This
Agreement is intended for the benefit of the parties hereto and their respective
successors and permitted assigns and is not for the benefit of, nor may any
provision hereof be enforced by, any other Person.
5.8 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 Illinois, without regard to the
principles of conflicts of law thereof. Each party agrees that all Actions
concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement and any other Transaction Documents (whether
brought against a party hereto or its respective Affiliates, employees or
agents) shall be commenced exclusively in the state and federal courts sitting
in Xxxx County, Illinois (the "Illinois Courts"). Each party hereto hereby
irrevocably submits to the exclusive jurisdiction of the Illinois Courts 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 the any of the Transaction Documents), and hereby irrevocably
waives, and agrees not to assert in any Action, any claim that it is not
personally subject to the jurisdiction of any such Illinois Court, or that
such
Action has been commenced in an improper or inconvenient forum. Each party
hereto hereby irrevocably waives personal service of process and consents to
process being served in any such Action by mailing a copy thereof via registered
or certified mail or 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.
5.9 Survival.
The
representations, warranties, agreements and covenants contained herein shall
survive the Closing and the delivery of the Shares.
5.10 Execution.
This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to
the
other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of
the
party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile signature page were an original
thereof.
5.11 Severability.
If any
provision of this Agreement is held to be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions
of this Agreement shall not in any way be affected or impaired thereby and
the
parties will attempt to agree upon a valid and enforceable provision that is
a
reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Agreement.
5.12 Remedies.
In
addition to being entitled to exercise all rights provided herein or granted
by
law, including recovery of damages, each of the Investors and the Company will
be entitled to specific performance under the Transaction Documents. The parties
agree that monetary damages may not be adequate compensation for any loss
incurred by reason of any breach of obligations described in the foregoing
sentence and hereby agrees to waive in any action for specific performance
of
any such obligation the defense that a remedy at law would be
adequate.
5.13 Independent
Nature of Investors' Obligations and Rights.
The
obligations of each Investor under any Transaction Document are several and
not
joint with the obligations of any other Investor, and no Investor shall be
responsible in any way for the performance of the obligations of any other
Investor under any Transaction Document. The decision of each
Investor to purchase Shares pursuant to the Transaction Documents has been
made
by such Investor independently of any other Investor. Nothing contained herein
or in any Transaction Document, and no action taken by any Investor pursuant
thereto, shall be deemed to constitute the Investors as a partnership, an
association, a joint venture or any other kind of entity,
or
create
a presumption that the Investors are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by the
Transaction Document. Each Investor acknowledges that no other Investor has
acted as agent for such Investor in connection with making its investment
hereunder and that no Investor will be acting as agent of such Investor in
connection with monitoring its investment in the Shares or enforcing its rights
under the Transaction Documents. Each Investor shall be entitled to
independently protect and enforce its rights, including without limitation
the
rights arising out of this Agreement or out of the other Transaction Documents,
and it shall not be necessary for any other Investor to be joined as an
additional party in any proceeding for such purpose.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE
PAGES FOLLOW]
IN
WITNESS WHEREOF, the parties hereto have caused this Share Purchase Agreement
to
be duly executed by their respective authorized signatories as of the date
first
indicated above.
/s/
Xxxxxxx X.
Xxxxx
Name:
Xxxxxxx X. Xxxxx
Title:
Chief Executive Officer
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE
PAGES FOR INVESTORS FOLLOW]
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxx
Xxxxxxxxx
Name:
Xxx
Xxxxxxxxx
Investment
Amount: $50,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxx
Xxxxxxx
Name:
Xxxx Xxxxxxx
Investment
Amount: $44,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxx
Xxxxxxxxx
Name:
Xxxx Xxxxxxxxx
Investment
Amount: $50,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
Xxxxxx
X.
Xxxxxx Living Trust dated July 26th,
2005
By:
/s/
Xxxxxx X.
Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
Trustee
Investment
Amount: $300,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxxx Xxxx
III
Name:
Xxxxxx Xxxx III
Investment
Amount: $20,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxx X.
Xxxxxxx
Name:
Xxxx X. Xxxxxxx
Investment
Amount: $40,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxx X.
Xxxxxxx
Name:
Xxxxx X. Xxxxxxx
Investment
Amount: $120,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxxx X.
Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Investment
Amount: $80,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxx X.
Xxxxx
Name:
Xxxx X. Xxxxx
Investment
Amount: $5,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxxxx
XxXxxxx
Name:
Xxxxxxx XxXxxxx
Investment
Amount: $40,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxx
Xxxxx
Name:
Xxxx Xxxxx
Investment
Amount: $160,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:/s/ Xxxx
Xxxxx Properties,
Inc.
Name:
Title:
Investment
Amount: $140,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxxx X.
Xxxxxxxx
Name:
Xxxxxx X. Xxxxxxxx
Investment
Amount: $40,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxxx
Xxxx
Name:
Xxxxxx Xxxx
Investment
Amount: $50,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxxx X. Xxxx,
Xx.
Name:
Xxxxxx X. Xxxx, Xx.
Investment
Amount: $50,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxx
Xxxxxxxxx
Name:
Xxxxx Xxxxxxxxx
Investment
Amount: $10,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxx
Xxxxxxxxx
Name:
Xxxxx Xxxxxxxxx
Investment
Amount: $10,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxxxx
XxXxxxx
Name:
Xxxxxxx XxXxxxx
Investment
Amount: $25,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxxxx
Xxxxxxxx
Name:
Xxxxxxx Xxxxxxxx
Investment
Amount: $20,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxxxx
Xxxxx
Name:
Xxxxxxx Xxxxx
Investment
Amount: $10,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxx X.
Xxxxxxxx
Name:
Xxxx X. Xxxxxxxx
Investment
Amount: $10,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxxx X.
Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Investment
Amount: $15,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxx X.
XxXxxxxx
Name:
Xxxxx X. XxXxxxxx
Investment
Amount: $24,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxx X.
Xxxxxxxxxx
Name:
Xxxxx X. Xxxxxxxxxx
Investment
Amount: $15,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxxxx X.
Xxxxxxxx
Name:
Xxxxxxx X. Xxxxxxxx
Investment
Amount: $32,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxxx
Xxxxxxxxxx
Name:
Xxxxxx Xxxxxxxxxx
Investment
Amount: $50,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxx
Xxxxxxxxxx
Name:
Xxxxx Xxxxxxxxxx
Investment
Amount: $10,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxxx X.
Xxxxxxxxxx
Name:
Xxxxxx X. Xxxxxxxxxx
Investment
Amount: $25,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxx
Xxxxx
Name:
Xxxxx Xxxxx
Investment
Amount: $24,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxxxx
Xxxxx
Name:
Xxxxxxx Xxxxx
Investment
Amount: $24,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxxx X.
Xxxx
Name:
Xxxxxx X. Xxxx
Investment
Amount: $1,600
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxxxx
Xxxxxx
Name:
Xxxxxxx Xxxxxx
Investment
Amount: $4,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxxxx X.
Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Investment
Amount: $4,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxx X.
Xxxxxx
Name:
Xxxxx X. Xxxxxx
Investment
Amount: $2,500
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxxxx X.
Xxxxxxxxxxxx
Name:
Xxxxxxx X. Xxxxxxxxxxxx
Investment
Amount: $2,500
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxx X.
Xxxxx
Name:
Xxxxx X. Xxxxx
Investment
Amount: $2,500
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
XxXxxxx
Xxxxxx
Name:
XxXxxxx Xxxxxx
Investment
Amount: $5,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/ Xxxx
Xxxxx Properties,
Inc.
Name:
Title:
Investment
Amount: $15,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxx X.
Xxxxxxx
Name:
Xxxx X. Xxxxxxx
By:
/s/
Xxxxx X.
Xxxxxxx
Name:
Xxxxx X. Xxxxxxx
Investment
Amount: $8,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxx
Xxxxxxxx
Name:
Xxxx Xxxxxxxx
Investment
Amount: $21,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxxx
Xxxxxxxxxx
Name:
Xxxxxx Xxxxxxxxxx
Investment
Amount: $10,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxxxx
Xxxxxxx
Name:
Xxxxxxx Xxxxxxx
Investment
Amount: $160,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxxxx X.
Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Investment
Amount: $96,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxx
Lies
Name:
Xxxxx Lies
Investment
Amount: $200,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxxx Xxxxxxxxx,
M.D.
Name:
Xxxxxx Xxxxxxxxx, M.D.
Investment
Amount: $20,000
IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as
of
the date first written above.
[INVESTOR]
By:
/s/
Xxxxx
Xxxxxxx
Name:
Xxxxx Xxxxxxx
Investment
Amount: $100,000
SHARE
ISSUANCES
|
Purchaser
|
No.
of Shares
|
|
|
Xxx
Xxxxxxxxx
|
62,500
|
|
|
Xxxx
Xxxxxxx
|
55,000
|
|
|
Xxxx
Xxxxxxxxx
|
62,500
|
|
|
Xxxxxx
X. Xxxxxx Living Trust Dated July 26th, 2005
|
375,000
|
|
|
Xxxxxx
Xxxx III
|
25,000
|
|
|
Xxxx
X. Xxxxxxx
|
50,000
|
|
|
Xxxxx
X. Xxxxxxx
|
150,000
|
|
|
Xxxxxx
X. Xxxxxx
|
100,000
|
|
|
Xxxx
X. Xxxxx
|
6,250
|
|
|
Xxxxxxx
XxXxxxx
|
50,000
|
|
|
Xxxx
Xxxxx
|
200,000
|
|
|
Xxxx
Xxxxx Properties, Inc.
|
175,000
|
|
|
Xxxxxx
X. Xxxxxxxx
|
50,000
|
|
|
Xxxxxx
Xxxx
|
62,500
|
|
|
Xxxxxx
X. Xxxx Xx.
|
62,500
|
|
|
Xxxxx
Xxxxxxxxx
|
12,500
|
|
|
Xxxxx
Xxxxxxxxx
|
12,500
|
|
|
Xxxxxxx
XxXxxxx
|
31,250
|
|
|
Xxxxxxx
Xxxxxxxx
|
25,000
|
|
|
Xxxxxxx
Xxxxx
|
12,500
|
|
|
Xxxx
X. Xxxxxxxx
|
12,500
|
|
|
Xxxxxx
X. Xxxxxx
|
18,750
|
|
|
Xxxxx
X. XxXxxxxx
|
30,000
|
|
|
Xxxxx
X. Xxxxxxxxxx
|
18,750
|
|
|
Xxxxxxx
X. Xxxxxxxx
|
40,000
|
|
|
Xxxxxx
Xxxxxxxxxx
|
62,500
|
|
|
Xxxxx
Xxxxxxxxxx
|
12,500
|
|
|
Xxxxxx
X. Xxxxxxxxxx
|
31,250
|
|
|
Xxxxx
Xxxxx
|
30,000
|
|
|
Xxxxxxx
Xxxxx
|
30,000
|
|
|
Xxxxxx
X. Xxxx
|
2,000
|
|
|
Xxxxxxx
Xxxxxx
|
5,000
|
|
|
Xxxxxxx
X. Xxxxxx
|
5,000
|
|
|
Xxxxx
X. Xxxxxx
|
3,125
|
|
|
Xxxxxxx
X. Xxxxxxxxxxxx
|
3,125
|
|
|
Xxxxx
X. Xxxxx
|
3,125
|
|
|
XxXxxxx
Xxxxxx
|
6,250
|
|
|
Xxxx
Xxxxx Properties, Inc.
|
18,750
|
|
|
Xxxx
X. & Xxxxx X. Xxxxxxx
|
10,000
|
|
|
Xxxx
Xxxxxxxx
|
26,250
|
|
|
Xxxxxx
Xxxxxxxxxx
|
12,500
|
|
|
Xxxxxxx
Xxxxxxx
|
200,000
|
|
|
Xxxxxxx
X. Xxxxxx
|
120,000
|
|
|
Xxxxx
Lies
|
250,000
|
|
|
Xxxxxx
Xxxxxxxxx, MD
|
25,000
|
|
|
Xxxxx
Xxxxxxx
|
125,000
|
|
