STOCK PURCHASE AGREEMENT
EXHIBIT
00.00.XX
THIS
STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the
4th day of August, 2008, by and between the XXXXXXX X. XXXXX XXXXX PLAN XXX
XXXXXXX XXXXXX & CO., INC. (hereinafter referred to as “Buyer”) and MICRO
IMAGING TECHNOLOGY, INC., a California corporation (hereinafter referred
to as
the “Company”).
1. PURCHASE
AND SALE OF SHARES
(a)
Effective on the date hereof, the Company hereby sells to Buyer and Buyer
hereby
purchases One Hundred Eighty Thousand (180,000) Shares of MICRO IMAGING
TECHNOLOGY, INC. Common Stock (the “Shares”). The aggregate purchase price of
the Shares is equal to Thirty Thousand Dollars ($30,000), or $0.16667 per
share.
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(b)
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The
Shares shall have the rights, preferences, privileges, restrictions
and
other terms set forth in the By-laws of the
Company.
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2. REPRESENTATIONS
AND WARRANTIES OF BUYER Buyer
represents and warrants to the Company:
(a) The
Shares are being acquired by Buyer for investment for an indefinite period,
for
Buyer’s own account, not as a nominee or agent, and not with a view to the sale
or distribution of any part thereof, and the Buyer has no present intention
of
selling, granting participations in, or otherwise distributing the same except
as may be permitted by the Securities Act of 1933, as amended (the
“Act”).
(b) Buyer
does not have any contract, undertaking, agreement or arrangement with any
person to sell, transfer, or grant participation to such person or to any
third
person, with respect to the Shares.
(c) That
Buyer understands that the Shares have not been registered under the Securities
Act of 1933, as amended (the “Act”), in reliance upon the exemptions from the
registration provisions of the Act contained in Section 4 (2) thereof, and
any
continued reliance on such exemption is predicated on the representations
of the
Buyer set forth herein.
(d) Buyer
understands that the Shares must be held indefinitely unless the sale or
other
transfer thereof is subsequently registered under the Act, as amended, or
an
exemption from such registration is available. Buyer further understands
that
the Company is under no obligation to register the Securities on its behalf
or
to assist him in complying with any exemption from registration except as
otherwise provided herein.
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(e) Buyer
(i)
has adequate means of providing for his current needs and possible
contingencies, (ii) has no need for liquidity in this investment, (iii) is
able
to bear the substantial economic risks of an investment in the Shares for
an
indefinite period, (iv) at the present time, can afford a complete loss of
such
investment, and (v) does not have an overall commitment to investments which
are
not readily marketable that is disproportionate to Buyer’s net worth, and
Buyer’s investment in the Shares will not cause such overall commitment to
become excessive.
(f) Buyer
is
an “accredited investor” (as defined in Regulation D promulgated under the Act)
and
the
undersigned’s total investment in the Shares does not exceed 10% of the Buyer’s
net worth.
(g) Buyer
recognizes that the Company has had only limited revenues to date and that
the
Shares as an investment involve significant risks.
(h) Buyer
will not transfer the Shares without registering them under applicable federal
and state securities laws unless the transfer is exempt from registration.
Buyer
realizes that the Company may not allow a transfer of Shares unless the
transferee is also an “accredited investor”. Buyer understands that legends will
be placed on certificates representing the Shares, with respect to the above
restrictions on resale or other disposition of the Shares and that stop transfer
instructions have or will be placed with respect to the Shares so as to restrict
the assignment, resale or other disposition thereof.
(i) The
Company will direct its transfer agent to, or will itself, place such a stop
transfer order in its books respecting transfer of the Shares, and the
certificate or certificates representing the Shares will bear the following
legend or a legend substantially similar thereto:
“THESE
SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY
NOT
BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF: (1) AN EFFECTIVE REGISTRATION
STATEMENT AS TO THE SECURITIES UNDER THE ACT, OR (2) AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.”
(j) That
Buyer understands that Rule 144, promulgated by the Securities and Exchange
Commission under the Act, may not be currently available for sale of the
Shares,
and there is no assurance that it will be available at any particular time
in
the future. If and when Rule 144 is available for sale of the Common Stock
underlying the Shares, such sales in reliance upon Rule 144 may only be (i)
in
limited quantities after the Shares have been held for six (6 months after
being
sold by the Company, or (ii) in unlimited quantities by non-affiliates after
the
Shares have been held for one (1) year after being sold by the Company, in
each
case in accordance with the conditions of the Rule, all of which must be
met
(including the requirement, if applicable, that adequate information concerning
the Company is then available to the public). The Company and Buyer acknowledges
that the Company has no obligation to supply the information required for
sales
under Rule 144.
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(k) The
Purchase Price to be paid by Buyer to Company for the Shares has been determined
by Buyer as fair and appropriate based solely upon Buyer’s independent
investigation and due diligence of the Company, and neither Buyer nor the
Company nor any of their agents, including, without limitation, any of their
officers, directors, employees, accountants and attorneys, has made any
representations or warranties whatsoever in connection with the sale of the
Shares by the Company to Buyer. Buyer has had sufficient opportunity in
connection with the sale of the Shares to review the Company’s business and
affairs (including, without limitation, the Company’s financial statements and
other information). The Buyer has had answered to his satisfaction any questions
with respect to the Company’s business and affairs. Buyer further has had the
opportunity to obtain independent financial, legal, accounting, business,
tax
and other appropriate advice with respect to the transactions contemplated
by
this Agreement, and is not relying upon the Company or any of its agents
in any
manner in connection with same.
4. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY
(a) Micro
Imaging Technology, Inc. is a corporation duly organized and validly existing
under the laws of the State of California without limit as to duration of
its
existence, and is authorized and in good standing to do business in no other
state; the Company has the corporate power and adequate authority, rights
and
franchise to own its property and to carry on its business as now conducted;
and, subject to ratification by its Board of Directors, the Company has the
corporate power and adequate authority to enter into this
Agreement.
(b) The
execution and delivery of this Agreement and subject to (1) ratification
by the
Board of Directors of the Company and (2) filing the Certificate with the
California Secretary of State, the performance of the provisions of this
Agreement are not in contravention of or in conflict with any law or regulation
or any term or provision of the Company’s Articles of Incorporation or By-Laws
and are duly authorized and do not require the consent or approval of any
governmental body or other regulatory authority; and this Agreement is a
valid,
binding and legal obligation of the Company, enforceable in accordance with
the
terms herein.
5. ENTIRE
AGREEMENT This
Agreement embodies the entire agreement and understanding between the parties
hereto with respect to the subject matter hereof and supersedes all prior
and
contemporaneous agreements and understandings relating to such subject
matter.
6. AMENDMENT
This
Agreement may not be amended except by written document executed by the
parties.
7. SUBJECT
HEADINGS Subject
headings are included for convenience only and shall not be deemed part of
this
Agreement.
8. SEVERABILITY
If
any
provision of this Agreement shall be held unenforceable as applied to any
circumstance, the remainder of this Agreement and the application of such
provision to other circumstances shall be interpreted so as best to effect
the
intent of the parties. The parties further agree to replace any such
unenforceable provision with an enforceable provision (and to take such other
action) which will achieve, to the extent possible, the purposes of the
unenforceable provision.
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9. GOVERNING
LAW
This
Agreement shall be governed by and construed under the laws of the State
of
California in force from time to time.
10. PARTIES
BOUND This
Agreement is binding on and shall inure to the benefit of the parties and
their
respective successors, assign, heirs, and legal representatives.
11. SURVIVAL The
representations, warranties, covenants, and agreements contained in this
Agreement shall survive the consummation of the transactions contemplated
hereby.
12. COUNTERPARTS
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original but all of which together shall constitute one and the
same
instrument.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date
first
above written.
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COMPANY:
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MICRO
IMAGING TECHNOLOGY, INC.
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By:
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/S/
Xxxxxxxxx Xxxxxxxxx
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Xxxxxxxxx
Xxxxxxxxx, CFO
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00000
Xxxxx Xxxxxx Xxxxx
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Xxxxxx
Xxxxx, XX 00000-0000
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BUYER:
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XXXXXXX X. XXXXX XXXXX PLAN | |
| XXX XXXXXXX XXXXXX & CO., INC. | ||
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By:
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/S/
Xxxxxxx X. Xxxxx
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XXXXXXX
X. XXXXX, Trustee
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000
Xxxx Xxxxxx
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Xxx
Xxxxxxxxx, XX 00000
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