COMMON STOCK PURCHASE AGREEMENT
EXHIBIT
K(1)
THIS COMMON STOCK PURCHASER AGREEMENT entered into to be effective as of February 22, 2010, by
and between AGE REVERSAL, INC., a Maryland corporation (the “Company”), and LIFEEX TECHNOLOGIES,
LLC, a California limited liability company with an address at 1533 Xxx Xxxx, Xxxxx Xxxxxx Xxxxxxx,
Xxxxxxxxxx 00000 (the “Purchaser”).
WHEREAS, the Purchaser desires to purchase, and the Company desires to sell, an aggregate of
100,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the
“Common Stock”) upon the terms and conditions hereof.
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained,
the Purchaser and the Company hereby agree as follows:
SECTION 1. SALE OF THE SHARES
1.1 Sale of the Shares. Subject to the terms and conditions hereof, the Company will sell and deliver to the Purchaser
and the Purchaser will purchase from the Company, upon the execution and delivery hereof, the
Shares for a purchase price equal to $1,000.00 (the “Purchase Price”), or $0.001 per share.
SECTION 2. CLOSING DATE; DELIVERY
2.1 Closing Date. The closing of the purchase and sale of the Shares hereunder (the “Closing”) shall be held
within three (3) business days immediately following the execution and delivery of this Agreement.
2.2 Delivery at Closing. At the Closing, the Company will deliver to the Purchaser a stock certificate registered in
the Purchaser’s name, representing the number of Shares to be purchased by Purchaser hereunder,
against payment of the purchase price therefor as indicated above.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF PURCHASER
The undersigned Purchaser hereby represents and warrants to the Company as follows:
3.1 Transfer of Shares. The Shares have not been registered under the Securities Act of 1933, as amended (the
“Securities Act”) and cannot be sold or otherwise transferred without an effective registration or
an exemption from registration under the Securities Act approved to the satisfaction of the
Company.
3.2 Experience. The undersigned has such knowledge and experience in financial and business matters that
the undersigned is capable of evaluating the merits and risks of investment in the Company and of
making an informed investment decision. The undersigned has adequate means of providing for the
undersigned’s current needs and possible future contingencies and the undersigned has no need, and
anticipates no need in the foreseeable future, to sell the Shares for which the undersigned
subscribes. The undersigned is able to bear the economic risks of this
investment and, consequently, without limiting the generality of the foregoing, the
undersigned is able to hold the Shares for an indefinite period of time and has sufficient net
worth to sustain a loss of the undersigned’s entire investment in the Company in the event such
loss should occur. Except as otherwise indicated herein, the undersigned is the sole party in
interest as to its investment in the Company, and it is acquiring the Shares solely for investment
for the undersigned’s own account and has no present agreement, understanding or arrangement to
subdivide, sell, assign, transfer or otherwise dispose of all or any part of the Shares subscribed
for to any other person.
3.3 Investment; Access to Data. The undersigned has carefully reviewed and understands the risks of, and other considerations
relating to, a purchase of the Common Stock and an investment in the Company. The undersigned has
been furnished materials relating to the Company, the private placement of the Common Stock or
anything else that it has requested and has been afforded the opportunity to ask questions and
receive answers concerning the terms and conditions of the offering and obtain any additional
information which the Company possesses or can acquire without unreasonable effort or expense.
Representatives of the Company have answered all inquiries that the undersigned has made of them
concerning the Company, or any other matters relating to the formation and operation of the Company
and the offering and sale of the Common Stock. The undersigned has not been furnished any offering
literature other than the materials that the Company may have provided at the request of the
undersigned; and the undersigned has relied only on such information furnished or made available to
the undersigned by the Company as described in this Section. The undersigned is acquiring the
Shares for investment for the undersigned’s own account, not as a nominee or agent and not with the
view to, or for resale in connection with, any distribution thereof.
3.4 Authorization.
a. This Agreement, upon execution and delivery thereof, will be a valid and binding obligation
of Purchaser, enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization and moratorium laws and other laws of general application affecting
enforcement of creditors’ rights generally.
b. The execution, delivery and performance by Purchaser of this Agreement and compliance
therewith and the purchase and sale of the Shares will not result in a violation of and will not
conflict with, or result in a breach of, any of the terms of, or constitute a default under, any
provision of state or Federal law to which Purchaser is subject, or any mortgage, indenture,
agreement, instrument, judgment, decree, order, rule or regulation or other restriction to which
the Purchaser is a party or by which the undersigned Purchaser is bound, or result in the creation
of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of
Purchaser pursuant to any such term.
c. The Purchaser has all necessary limited liability company power and authority to enter into
and to perform its obligations under this Agreement, and the execution, delivery and performance by
the Purchaser of this Agreement have been duly authorized by all necessary action on the part of
the Purchaser and its management. This Agreement constitutes the valid and binding obligation of
the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to: (i)
laws of general application relating to bankruptcy,
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insolvency and the relief of debtors; and (ii) rules of law governing specific performance,
injunctive relief and other equitable remedies.
3.5 Accredited Investor. Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D under the
Securities Act.
3.6 Good Standing. The Purchaser is a limited liability company duly organized, validly existing and in good
standing under the laws of the State of California.
SECTION 4. MISCELLANEOUS
4.1 Governing Law; Construction. This Agreement shall be governed in all respects by, and construed in accordance with, the
laws of the State of California, without regard to conflicts of laws principles thereof. The
parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the
event an ambiguity or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of
this Agreement.
4.2 Survival. The terms, conditions and agreements made herein shall survive the Closing.
4.3 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the
benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of
the parties hereto.
4.4 Entire Agreement; Amendment; Waiver. This Agreement constitutes the entire and full understanding and agreement between the parties
with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be
amended, waived, discharged or terminated, except by a written instrument signed by all the parties
hereto.
4.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an
original, but all of which together, shall constitute one instrument.
4.6 ACKNOWLEDGMENT; WAIVER OF CONFLICTS. PURCHASER ACKNOWLEDGES THAT (A) IT HAS READ THIS AGREEMENT; (B) IT HAS BEEN REPRESENTED IN
THE PREPARATION, NEGOTIATION AND EXECUTION OF THIS AGREEMENT BY LEGAL COUNSEL OF ITS OWN CHOICE OR
HAS VOLUNTARILY DECLINED TO SEEK SUCH COUNSEL; AND (C) IT UNDERSTANDS THE TERMS AND CONSEQUENCES OF
THIS AGREEMENT AND IS FULLY AWARE OF THE LEGAL AND BINDING EFFECT OF THIS AGREEMENT. PURCHASER
UNDERSTANDS THAT THE COMPANY HAS BEEN REPRESENTED IN THE PREPARATION, NEGOTIATION AND EXECUTION OF
THIS AGREEMENT BY XXXXXXXXX TRAURIG, LLP, COUNSEL TO THE COMPANY, AND THAT XXXXXXXXX XXXXXXX, LLP
HAS NOT REPRESENTED THE PURCHASER OR ANY MEMBER, SECURITY HOLDER, MANAGER OR EMPLOYEE OF THE
COMPANY OR THE PURCHASER IN THE PREPARATION, NEGOTIATION AND EXECUTION OF THIS AGREEMENT.
PURCHASER ACKNOWLEDGES THAT XXXXXXXXX TRAURIG, LLP HAS IN THE PAST
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REPRESENTED AND IS NOW OR MAY IN THE FUTURE REPRESENT XXXXX XXXXXX, MAXIMUM LIFE FOUNDATION OR
THEIR AFFILIATES IN MATTERS UNRELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING
THE REPRESENTATION OF SUCH PERSONS OR THEIR AFFILIATES IN MATTERS OF A NATURE SIMILAR TO THOSE
CONTEMPLATED BY THIS AGREEMENT. THE COMPANY AND THE PURCHASER HEREBY ACKNOWLEDGES THAT IT HAS HAD
AN OPPORTUNITY TO ASK FOR AND HAS OBTAINED INFORMATION RELEVANT TO SUCH REPRESENTATION, INCLUDING
DISCLOSURE OF THE REASONABLY FORESEEABLE ADVERSE CONSEQUENCES OF SUCH REPRESENTATION, AND HEREBY
WAIVES ANY CONFLICT ARISING OUT OF SUCH REPRESENTATION WITH RESPECT TO THE MATTERS CONTEMPLATED BY
THIS AGREEMENT.
| /s/ DK PL | ||||
| (Purchaser initial) | ||||
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the day and year
first above written.
| AGE REVERSAL, INC. |
||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Chief Executive Officer | |||
| LIFEEX TECHNOLOGIES, LLC |
||||
| By: | Scipio Ventures, Inc., | |||
| its Operating Manager | ||||
| By: | /s/ Xxxx X. Xxxxx | |||
| Name: | Xxxx X. Xxxxx | |||
| Title: | President | |||
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