1
EXHIBIT 4.19
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made and entered into
as of the 24 day of October 1998, by and among Imprimis Investors LLC (the
"Seller"), having an address at 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, XX 00000,
Complete Wellness Centers, Inc. (the "Company"), and S. R. Vallejo FBO Xxxxxxxxx
X. Xxxxxxx ("Purchaser").
R E C I T A L S
A. As of the date hereof, Seller owns 1,500 shares of common stock,
$0.0001665 par value per share (the "Shares") of Complete Wellness Centers, Inc.
("CWC"), which are free and clear of all liens and encumbrances, which shares
are not registered under the Securities Act of 1933, as amended, and are
accordingly restricted as to transfer and contain the following legend:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND
MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE ACT, UNLESS IN
THE OPINION OF COUNSEL TO THE ISSUER AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.
B. The Seller desires to sell the Shares to the Purchaser and the
Purchaser desires to purchase and acquire the Shares from the Seller.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants, agreements, representations and warranties contained herein, the
parties hereto agree as follows:
1. Sale and Purchase. The Seller hereby sells, and the Purchaser
hereby purchases from the Seller the Shares at the purchase price
of $2.50 per share. In consideration for the sale of the Shares
Purchaser shall wire transfer the purchase price of $3,750 to:
Chase Manhattan
ABA 021 000 021
Account # 323-069932
Imprimis Investors LLC
against delivery by the Seller to the Purchaser the stock certificates, endorsed
in blank, evidencing that respective number of Shares being sold. Except as
provided herein, Seller makes no representations or warranties about the Shares.
2. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants that:
i. The Purchaser understands that the Shares
have not been registered under the Securities
Act of 1933, as amended (the "Securities
Act"), and that there is no existing public
market for the Shares and that there can be
no assurance that the Purchaser will be able
to sell or dispose of the Shares.
1
2
ii. The Purchaser is an "accredited investor" (as
defined in Rule 501 of Regulation D under the
Securities Act) purchasing for his own
account and is acquiring the Shares for
investment purposes and not with a view to,
or for offer or sale in connection with, any
distribution in violation of the Securities
Act and he has such knowledge and experience
in financial and business matters as to be
capable of evaluating the merits and risks of
his investment in the Shares, including a
complete loss of his investment, or the
Purchaser has been advised by a
representative possessing such knowledge and
experience.
iii. The Purchaser has had the opportunity to ask
questions of and receive answers from the
Seller concerning the Shares and other
related matters. The Purchaser further
acknowledges that the Seller has made
available to the Purchaser or his
representatives all Documents and information
relating to an investment in the Shares
requesting by or on behalf of the Purchaser.
3. Representations and Warranties of the Company. The Company represents
and warrants that:
i. The Company has received an opinion of
counsel that an exemption from registration
for the Shares is available.
ii. The Purchaser has received all material
information about the Company that has been
furnished to the Seller, including, without
limitation, the Consolidation Cash Flow
Forecast annexed as Annex A to this
Agreement, which the Company hereby
represents and warrants to be complete and
accurate in all respects.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year first above written.
2
3
SELLER PURCHASER
Imprimis Investors LLC By:
-------------------------
S. R. Vallejo FBO
Xxxxxxxxx X. Xxxxxxx
By:
-------------------------
Xxxxxxxxx Xxxxx,
Senior Vice President
COMPANY
Complete Wellness Centers, Inc.
By:
-------------------------
E. Xxxxxx Xxxxxx,
Vice Chairman
3
