MAJORITY STOCK PURCHASE AGREEMENT
MAJORITY STOCK PURCHASE
AGREEMENT, dated as of September 17, 2010 (this “Agreement”), by and
between Xxxx Xxxxx (“Majority
Stockholder”), residing at 0000 Xxxx Xxxx Xx., Xxxx Xxxxxx, XX 00000, and
Xxxx Xxxx (“Purchaser”) c/o
InCorp. Services Inc., 0000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx XX
00000.
WITNESSETH:
WHEREAS, Majority Stockholder
is the owner of 5,000,000 shares of common stock, par value $.001 per share (the
“Shares”), of
MediStaff Corporation (“Company”), a Nevada
corporation with its principal executive offices located at 0000 Xxxx 0000
Xxxxx, Xxxxx 000, Xxxx Xxxxxx, XX 00000; and
WHEREAS, Majority Stockholder
desires to sell, and Purchaser desires to purchase, all of the Shares on the
terms and conditions set forth herein;
NOW, THEREFORE, in
consideration of the premises and the mutual representations, warranties,
agreements and indemnities herein contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby mutually
acknowledged, the parties agree as follows:
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1.
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Purchased
Shares
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Subject
to the terms and conditions herein stated, Majority Stockholder hereby agrees to
sell, assign, transfer and deliver to Purchaser on the Closing Date, and
Purchaser hereby agrees to purchase from Majority Stockholder on the Closing
Date, all right, title and interest of Majority Stockholder in and to the Shares
for a total purchase price of $40,000 (the “Purchase
Price”).
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2.
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Payment of
Consideration
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In
furtherance of the consummation of the transactions contemplated hereby,
Purchaser shall (a) pay the Purchase Price by wire, transferring such amount in
immediately available funds to Majority Stockholder’s designated account
simultaneously with the execution and delivery of this Agreement, and (b)
Majority Stockholder shall deliver (i) the stock certificate(s) representing the
Shares, accompanied by instruments of transfer duly executed in blank, medallion
guaranteed, simultaneously with the execution and delivery of this Agreement and
(ii) all of the books and records of Company.
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3.
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Closing
Date
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The
consummation of the transactions contemplated by this Agreement (the “Closing”) shall take
place on or before September 17, 2010 (the “Closing
Date”). Should Purchaser fail to wire transfer or deliver a
check in the amount of the Purchase Price to the Majority Stockholder’s
designated accounts by 2:30 p.m. EDT on said date, this agreement and all
related agreements will terminate unless such date is extended in writing by
both parties.
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4.
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Representations and
Warranties
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4.1 By Majority
Stockholder. Majority Stockholder represents and warrants as
follows and acknowledges that Purchaser is relying upon such representations and
warranties in connection with the purchase by Purchaser of the
Shares:
a. The
authorized capital stock of Company consists of 75,000,000 shares of common
stock and no shares of preferred stock; and of such authorized capital, only
5,429,016 shares of common stock (inclusive of the Shares) have been duly issued
and are outstanding and are fully paid and non-assessable;
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b.
Company is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Nevada;
c. No
person, corporation or other entity has any agreement, option or warrant, or any
right or privilege (whether by law, pre-emptive or contractual, or whether by
means of any exercise, conversion or other right or action) which has the effect
of or is capable of becoming an agreement, option or warrant, for the purchase
from Company of any securities (including convertible securities) of
Company;
d. All
of the Shares are owned by Majority Stockholder as the registered and beneficial
owner of record, with good and marketable title thereto, free and clear of all
mortgages, liens, charges, security interests, adverse claims, pledges,
encumbrances, restrictions and demands whatsoever (other than restrictions
imposed by federal or state securities laws);
e. No
person, corporation or other entity (other than Purchaser pursuant to this
Agreement) has any agreement, option or warrant, or any right or privilege
(whether by law, pre-emptive or contractual, or whether by means of any
exercise, conversion or other right or action) that has the effect of or is
capable of becoming an agreement, option or warrant, for the purchase of any of
the securities of the Company;
f. Neither
Majority Stockholder nor Company is party to, bound or affected by or subject to
any indenture, mortgage, lease, agreement, instrument, charter or by-law
provision, statute, regulation, order, judgment, decree or law which would be
violated, contravened or breached by, or under which any default would occur as
a result of, the consummation of the transactions provided for
herein;
g. Majority
Stockholder has all requisite power and authority to execute, deliver and
perform her obligations under this Agreement; the execution, delivery and
performance of this Agreement by Majority Stockholder has been duly authorized
by all necessary action on the part of Majority Stockholder; and this Agreement
constitutes the legal, valid and binding obligation of Majority Stockholder,
enforceable against him in accordance with its terms;
h. None
of the reports, notices, statements and other filings made by Company with the
Securities and Exchange Commission (the “SEC Documents”)
contained any untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements contained therein not
misleading. Nothing has occurred with respect to which the Company
would be required to file any current report on Form 8-K other than has already
been reported. The balance sheets and statements of income, changes
in financial position and stockholders’ equity contained in any of the SEC
Documents have been prepared in accordance with generally accepted accounting
principles applied on a basis consistent with prior periods (and, in the case of
unaudited financial information, on a basis consistent with year-end audits);
and without limitation of the foregoing, Company has no liabilities, fixed or
contingent, known or unknown, except to the extent reflected in such financial
statements or thereafter incurred in the ordinary course of
business;
i. The
transfer of the Shares as contemplated herein is not restricted by any State or
Federal securities law and such transfer is permitted under Section 4(2) of the
Securities Act of 1933, as amended;
j. Company
has not been informed that its shares of common stock fail to qualify or will be
delisted from the OTC Bulletin Board. Since March 13, 2008, (i) the business
of Company has been operated in the ordinary course; (ii) there has
been no material adverse change in the financial condition, operations or
business of Company from that reflected in the aforesaid financial
statements, and Company has not incurred any material obligation or
liability except in the ordinary course of business; and (iii) there has not
been any (A) declaration setting aside the payment of any dividend or other
distribution with respect to the capital stock of Company, (B) direct
or indirect redemption, purchase or other acquisition by Company of any of its
capital stock, or (C) increase in the rate of salary or compensation paid or
payable by Company to Majority Stockholder or any other officer, director or
employee of Company. Company is not in default of any of its
obligations (including, but not limited to, all leases to
which Company is a party or by which Company is bound,
whether for realty or personalty);
k.
Company has, to the date hereof, filed all tax returns and paid or made adequate
reserve on its books for all taxes, assessments and other impositions as and to
the extent required by law;
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l.
Company is in compliance in all material respects with all laws, statutes,
regulations, rules and ordinances applicable to the conduct of its business, and
has in full force and effect all licenses, permits and other authorizations
required for the conduct of its business as presently constituted;
m. Company
does not own any real estate or any interest therein, and Majority Stockholder
has previously delivered to Purchaser true and complete copies of all leases
respecting real estate to which Company is a party or by
which Company may be bound;
n.
Company maintains, has in full force and effect, and has paid all premiums in
respect of insurance covering its business and assets against such hazards and
in such amounts as are normal and customary for similar businesses of similar
size in the locality;
o.
Company is not a party to or bound by any collective bargaining agreement,
employment agreement, consulting agreement or other commitment for the
employment or retention of any person;
p.
Company does not maintain and is not required to make any contributions to any
pension, profit-sharing, retirement, deferred compensation or other such plan or
arrangement for the benefit of any employee, former employee or other
person;
q. There
is no past, pending or threatened litigation, arbitration, administrative
proceeding or other legal action or proceeding against or relating to Company’s
business or Majority Stockholder;
r. Company
is in compliance with the applicable provisions of the Xxxxxxxx-Xxxxx Act of
2002 and the rules and regulations promulgated thereunder;
s. Majority
Stockholder shall cooperate with the Company and the Purchaser if such
cooperation is reasonably necessary for the Company to draft and file its next
quarterly and/or annual reports;
t. Company
has the valid right to utilize all trade names and other intellectual property
utilized in its business, and has not received notice of any claimed
infringement of such intellectual property with the rights or property of any
other person; and
u. Neither
Majority Stockholder nor Company has any knowledge of any fact, event,
circumstance or condition that would materially impair Company’s ability to
continue its normal operations as heretofore conducted (other than general,
industry-wide conditions);
4.2 By Purchaser. Purchaser
represents and warrants as follows and acknowledges that Majority Stockholder is
relying upon such representations and warranties in connection with the sale by
Majority Stockholder of the Shares:
a. Purchaser
has all requisite power and authority to execute, deliver and perform his
obligations under this Agreement; the execution, delivery and performance of
this Agreement by Purchaser has been duly authorized by all necessary action on
the part of Purchaser; and this Agreement constitutes the legal, valid and
binding obligation of Purchaser, enforceable against Purchaser in accordance
with its terms;
b. Purchaser
is not a party to, bound or affected by or subject to any indenture, mortgage,
lease, agreement, instrument or charter provision, statute, regulation, order,
judgment, decree or law which would be violated, contravened or breached by, or
under which any default would occur as a result of, the consummation of the
transactions provided for herein; and
c. Purchaser
is purchasing the Shares for its own account for investment purposes, and not
with a view to the distribution thereof in violation of any applicable
securities laws.
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5.
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Survival of
Representations and
Warranties
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5.1 Majority Stockholder. The
representations and warranties of Majority Stockholder contained in this
Agreement, or any agreement, certificate or other document delivered or given
pursuant to this Agreement, shall survive the consummation of the transactions
contemplated by this Agreement and, notwithstanding such completion or any
investigation made by or on behalf of Purchaser, shall continue in full force
and effect for the benefit of Purchaser and any claim in respect thereof shall
be made in writing:
a. with
respect to representations and warranties of Majority Stockholder, relating to
matters other than tax matters for a period of 18 months after the Closing
Date;
b. with
respect to representations and warranties of Majority Stockholder, relating to
tax liability or other tax matters, within the period commencing on the Closing
Date and expiring on the date on which the last applicable limitation period
(without giving effect to any voluntary extension(s) hereafter granted by or on
behalf of Company) under any applicable taxation legislation expires with
respect to any fiscal year of Company which is relevant in determining any
relevant tax liability of Company; and
c. any
claim for Loss or any liability of Company arising from the conduct of the
business of Company prior to the Closing Date shall survive the
Closing.
5.2 Purchaser. The representations
and warranties of Purchaser contained in this Agreement, or any agreement,
certificate or other document delivered or given pursuant to this Agreement,
shall survive the completion of the transactions contemplated by this Agreement
and, notwithstanding such completion or any investigation made by or on behalf
of Majority Stockholder, shall continue in full force and effect for the benefit
of Majority Stockholder and any claim in respect thereof shall be made in
writing for a period of 18 months after the Closing Date.
5.3 General. The provisions of
this Section 5 respecting the expiration of claims periods is expressly subject
to Section 8.3 hereof.
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6.
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Transfer
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a. Transfer. Once the
Purchase Price is received into Majority Stockholder’s designated accounts by
wire transfer, this Agreement will operate as an immediate and effective
transfer of the shares by Majority Stockholder to Purchaser as of the Closing
Date. The parties agree to do all such other acts and things as may
be necessary to give effect to the provisions hereof, and without limiting the
generality of the foregoing, to validly and effectively transfer the Shares from
Majority Stockholder to Purchaser as of the Closing Date, and to disclose the
resulting change in control of Company in a current report on Form 8-K to be
filed with the Securities and Exchange Commission (the “SEC”) following the
Closing. Once the Purchase Price has been received into Majority
Stockholder’s designated account, this Agreement will constitute, and may be
presented to Company and its transfer agent and registrar as, Majority
Stockholder’s irrevocable authorization to transfer the record ownership of the
Shares to Purchaser on the stock transfer ledger of Company.
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7.
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Additional
Agreements
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a. Majority
Stockholder shall resign as the Chief Executive Officer, Chief Financial
Officer, President, Treasurer and member of the Board of Directors of Company at
the Closing; provided, however, that if the Company determines that a Schedule
14F-1 is required to be filed with the SEC, then the director shall remain and
resign effective 10 days after the Company’s Schedule 14F-1 is filed with the
SEC and disseminated to the Company’s shareholders.
b. Each
of Majority Stockholder and Purchaser shall take or cause to be taken all
necessary or desirable actions, steps and corporate proceedings to approve or
authorize the transactions contemplated by this Agreement and the execution and
delivery of this Agreement and other agreements, understandings and documents
contemplated hereby, and shall cause all necessary meetings of directors and
stockholders to be held for such purpose.
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c. Majority
Stockholder agrees to assume and be liable for any and all liabilities and
obligations of Company, and any of its affiliates of any kind or nature, whether
absolute, accrued, contingent or otherwise, or whether due or to become due,
arising out of or in connection with the operation of the business of Company
prior to the Closing Date and indemnify Company against any Loss (as defined
below) in connection therewith including, without limitation, a claim of
trademark infringement.
d. At
the Closing, Majority Stockholder shall deliver a schedule of all liabilities as
of the Closing Date of the Company together with the names of the creditors and
wiring instructions. Such schedule shall constitute a full and
complete list of the Company’s liabilities. Such liabilities shall be
paid out of the Purchase Price at the Closing.
e. Majority
Stockholder hereby irrevocably appoints Xxxxxxx X. Xxx (“Majority Stockholder’s
Agent”), with an address at 0000 Xxxx Xxxxxxxx Xx, Xxxxxxx, XX 00000-0000, as
his attorney upon whom may be served any notice, process or pleading any action
or proceeding against him arising out of, or in connection with, this Agreement;
and Majority Stockholder does hereby consent that any such action may be
commenced in any court of competent jurisdiction with venue within the city of
New York, New York, as so designated by service of process upon Majority
Stockholder’s Agent with the same effect as if Majority Stockholder resided in
the city of New York, New York, and has been served lawfully with process in New
York.
f. Purchaser
hereby irrevocably appoints Xxxxxx Xxxxxx, Esq. (the “Purchaser Agent”), with an
address of The Xxxxxx Law Firm, PLLC, 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX
00000, as his attorney upon whom may be served any notice, process or pleading
any action or proceeding against his arising out of, or in connection with, this
Agreement; and Purchaser does hereby consent that any such action may be
commenced in any court of competent jurisdiction with venue within the city of
New York, New York, as so designated by service of process upon Purchaser’s
Agent with the same effect as if Purchaser resided in the city of New York, New
York, and has been served lawfully with process in New York.
g. Except
for any Form 3, 4 or 5, or Schedule 13D to be filed on behalf of Majority
Stockholder, the Purchaser hereby agrees that it shall cause the Company file
any and all necessary reports with the SEC, including but not limited to any
Schedule 13D or Form 8-K.
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8.
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Indemnification
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a. Each
party hereto agrees to indemnify and hold harmless the other party from and in
respect of any cost, claim, loss, damage, liability or expense which such other
party may suffer or incur, whether at law or in equity, arising out of or
resulting from a breach of this Agreement or in connection with the inaccuracy
of any representation or warranty contained herein, for the time periods
provided in Section 5.1 hereof.
b. No
claim for indemnification will arise until written notice thereof is given to
the party from whom indemnification is sought or claimed (the “Indemnitor”).
Such notice shall be sent within a reasonable time following the determination
by the party seeking indemnification (the “Indemnitee”) that a claim for
indemnity may exist. In the event that any legal proceedings shall be instituted
or any claim or demand is asserted by any third person in respect of which
either party may seek any indemnification from the other party, the Indemnitee
shall give or cause to be given to the Indemnitor written notice thereof and the
Indemnitor shall have the right, at its option and expense, to be present at the
defense of such proceedings, claim or demand, but not to control the defense,
negotiation or settlement thereof, which control shall at all times remain with
the Indemnitee, unless the Indemnitor irrevocably acknowledges full and complete
responsibility for indemnification of the Indemnitee in respect of the subject
claim, in which case the Indemnitor may assume such control through counsel of
its choice; provided, however, that no settlement shall be entered into without
the Indemnitee’s prior written consent (which shall not be unreasonably
withheld). The parties agree to cooperate fully with each other in connection
with the defense, negotiation or settlement of any such third party legal
proceeding, claim or demand.
c. Notwithstanding
anything in this Agreement to the contrary, the indemnity provided for in this
Section 8 shall apply to any loss, claim, cost, damage, expense or liability,
whether or not the actual amount thereof shall have been ascertained prior to
the final day upon which a claim for indemnity with respect thereto may be made
hereunder in accordance with Section 5 hereof, so long as written notice thereof
shall have been given to the party from whom indemnification is sought prior to
said date setting forth specifically and in reasonable detail, so far as is
known, the matter as to which indemnification is being sought, but nothing
herein shall be construed to require payment of any claim for indemnity until
the actual amount payable shall have been finally ascertained.
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9.
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Notices
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Notices required or permitted to be
given under this Agreement shall be in writing and shall be deemed to be
sufficiently given when sent by certified or registered mail or by hand,
addressed to the addresses set forth on the first page of this Agreement or to
such other address furnished by notice given in accordance with this Section 9.
A copy of any notice (which shall not constitute notice) sent to Purchaser shall
also be sent to The Xxxxxx Law Firm, PLLC, 00 Xxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxxx, Esq., Managing
Member.
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10.
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Governing
Law/Venue
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This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to principles of conflicts of laws that would result in the application of
the substantive laws of another jurisdiction. In the event there is any
dispute between the parties as to their rights and obligations under this
Agreement, the parties submit to the jurisdiction of any state or federal court
sitting in the State and City of New York, and waive any defense of inconvenient
forum to the maintenance of any action so brought.
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11.
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Entire
Agreement
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This Agreement constitutes the entire
agreement between the parties relating to the subject matter hereof. There are
no verbal statements, representations, warranties, undertakings or agreements
between the parties. This agreement may be amended only by an instrument in
writing signed by both parties.
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12.
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Assignment
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Neither
this Agreement nor any rights or obligations hereunder may be assigned by either
party without the prior written consent of the other party, which consent may be
withheld in either party’s sole and absolute discretion, except that Purchaser
may assign its rights hereunder to Company without Majority Stockholder’s
consent.
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13.
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Binding
Effect
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This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns. This Agreement may be
executed in counterparts.
[Signature
Page Follows]
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Signature
Page: Majority Stock Purchase Agreement
IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first above
written.
| MAJORITY STOCKHOLDER | |||
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/s/ Xxxx Xxxxx | |
| Name: Xxxx Xxxxx | |||
| PURCHASER | |||
| /s/ Xxxx Xxxx | |||
| Name: Xxxx Xxxx | |||
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