STOCK PURCHASE AGREEMENT
Exhibit
10.1
THIS
STOCK PURCHASE AGREEMENT (the
"Agreement")
is dated
as of March 08, 2006, by and between The Vantage Group Ltd, a Delaware
corporation (the "Buyer"),
and
Life-Exchange, Inc., a Nevada corporation (the "Company").
Recitals:
WHEREAS,
the parties have reached an agreement pursuant to which the Buyer shall
purchase,
and the Company shall issue and sell to the Buyer, 30 million shares of the
Company's common
stock, par value $.001 per share (the "Buyer's Stock"),
resulting in Buyer holding, upon
execution of this Agreement, inclusive of shares owned by Buyer prior to the
execution of this Agreement, such number of shares equal to 24.97% of the
Company's issued and outstanding common stock.
Agreement:
NOW,
THEREFORE, in
consideration of the mutual premises herein set forth and certain other good
and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1.
ISSUANCE
OF SHARES AND RELATED TRANSACTIONS.
1.1.
Issuance
of Shares.
At
Closing (as defined below), subject to the terms, restrictions and conditions
of
this Agreement, the Buyer shall acquire, and the Company shall sell, issue
and
deliver to the Buyer, 30 million shares of its common stock (the "Common
Shares") in such amount that upon execution of this Agreement, inclusive of
shares owned by Buyer prior to the execution of this Agreement, such number
of
shares equal to 24.97% of the Company's issued and outstanding common stock
(the
"Buyer's
Stock")
on a
fully-diluted basis (after taking into account all securities exercisable or
convertible into Common Shares). All Common Shares to be issued hereunder shall
be free and clear of all liens, claims, pledges, mortgages,
restrictions, obligations, security interests and encumbrances of any kind,
nature and
description (collectively, "Encumbrances").
1.2.
Purchase
Price.
The
purchase price (the "Purchase
Price")
for the
Buyer's Stock shall be equal to $500,000.00, which Purchase Price shall be
comprised of (i) $400,000 in cash, $180,000 of which prior receipt is hereby
acknowledged by the Company, and (ii) the waiver of $100,000 in consulting
fees
due and payable to Buyer by the Company. The remaining cash portion of the
Purchase Price shall be paid to the Company on the Closing Date.
1.3.
Closing. The parties to this Agreement shall consummate the transactions
contemplated by this Agreement at a closing (the "Closing")
to be
held no later than March 15, 2006. The date of Closing is referred to herein
as
the "Closing
Date."
The
Closing shall take place at the offices of counsel to the Buyer, or at such
other place as may be mutually agreed upon by the Buyer and the Company. At
the
Closing, the Company shall deliver to the Buyer certificates representing the
Buyer's Stock.
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2.
ADDITIONAL
AGREEMENTS.
2.1.
Anti-Dilution Rights. If the Company elects to issue additional shares of
common stock
("Additional Equity") during the twenty-four (24) month
period immediately
following the date hereof, the Company shall provide written notice, in the
form
of which is attached hereto
as Schedule
2.1 (a
"Section
2.1 Notice")
of
such issuance to Buyer at least thirty
days
prior to the proposed issuance date, and the Buyer shall have the right, but
not
the obligation, to purchase, at a purchase price of $0.001 per share,
not
adjusted
for stock splits and combinations,
stock dividends and the like, a number of shares
of
Common Stock
that results in the
Buyer
maintaining the same percentage ownership it has on the date immediately prior
to the
date the
Company issues Additional Equity during the twenty-four (24) month period
immediately following the date hereof up to a maximum position equal to 24.97%
of the Company's issued and outstanding common stock. To exercise its rights
under this Section 2.1 the Buyer shall deliver delivering written notice
to
the
Company of its election to purchase
Company
Common Stock within fifteen (15) days of receipt of the Section 2.1 Notice.
A
delivery
of such a written notice by the Buyer shall constitute a binding agreement
of
such Buyer
to
purchase the number of shares determined above.
2.2.
Access
and Inspection, Etc.
The
Company shall allow the Buyer and its authorized representatives full access
during normal business hours from and after the date hereof
and prior to the Closing Date to all of the properties, books, contracts,
commitments and
records
of the Company for the purpose of making such investigations as the Buyer may
reasonably
request in connection with the transactions contemplated
hereby, and shall
cause
the
Company
to furnish Buyer such information concerning its affairs as Buyer may reasonably
request. The Company has caused and shall cause its personnel to assist the
Buyer in making such
investigation and shall use their best efforts to cause the
counsel,
accountants, engineers and other
non-employee representatives of the Company to be reasonably available to Buyer
for such
purposes.
2.3.
Public
Announcements.
The
parties will consult with each other before issuing any press releases or
otherwise making any public statement with respect to this Agreement
or any of the transactions contemplated hereby and no party will issue any
such
press
release
or make any such public statement without the prior written consent of the
other
parties, except as may be required by law or by the rules and regulations of
any
governmental authority or securities exchange.
2.4.
Best
Efforts.
Subject
to the terms and conditions provided in this Agreement, each of the parties
shall use its best efforts in good faith to take or cause to be taken as
promptly as practicable all reasonable actions that are within its power to
cause to be fulfilled those
conditions precedent to its obligations or the obligations of the other parties
to consummate
the
transactions contemplated by this Agreement that are dependent upon its
actions.
2.5.
Further
Assurances.
The
parties shall deliver any and all other instruments or documents required to
be
delivered pursuant to, or necessary or proper in order to give effect to, the
provisions of this Agreement, including, without limitation, to issue the
Buyer's Stock and to consummate the transactions contemplated by this
Agreement.
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3.
REPRESENTATIONS
AND WARRANTIES OF BUYER.
To
induce
the Company to enter into this Agreement and to consummate the transactions
contemplated hereby, the Buyer represents and warrants to and covenants with
the
Company as follows:
3.1. Securities
Laws.
(a)
The
Buyer
is
purchasing the Common Shares for investment purposes and not with a view to
the
sale or distribution, by public or private sale or other disposition, and the
Buyer has no present intention of selling, granting any participation in or
otherwise distributing or disposing of any of the Common Shares.
(b)
Investment Representations.
The
Buyer has been offered the opportunity to ask questions of, and receive answers
from the Company's management, and the Buyer has been given full and complete
access to all available information and data relating to the business and assets
of the Company and has obtained such additional information about the Company
as
the Buyer has deemed necessary in order to evaluate the opportunities, both
financial and otherwise, with respect to the Company and, except as set forth
herein, has not relied on any representation, warranty or other statement
concerning the Company and its evaluation of the decision to consummate the
transactions contemplated herein. In its judgment, the Buyer is sufficiently
familiar with the Company to enable the Buyer to proceed with the transactions
contemplated hereby.
(c)
The
Buyer is an "accredited investor," as such term is defined in Rule 501 of
Regulation D promulgated under the Securities Act of 1933, as amended (the
"Securities
Act").
(d)
The
Buyer is a sophisticated investor familiar with the type of risks inherent in
the acquisition of securities such as the shares of the Company and the Buyer's
financial position is such that the Buyer can afford to retain its
shares
of
Company Common Shares for an indefinite period of time without realizing any
direct or indirect cash return on its investment.
4. COVENANTS.
4.1.
Confidentiality.
Buyer
hereby acknowledges that unauthorized disclosure of information regarding the
offering of the Shares pursuant to this Agreement may cause the Company to
violate Regulation FD and Buyer agrees to keep such information confidential.
The Company shall not publicly disclose the name of Buyer, or include the name
of Buyer in any filing with the Commission or any regulatory agency or trading
market, without the prior written consent of Buyer, except (i) as required
by
the federal securities laws and in connection with the registration statement
contemplated by this Agreement and (ii) to the extent such disclosure is
required by law or trading market regulations.
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4.2.
Restrictions
on Transfer
INVESTORS, jointly and severally, make the following representations and
warranties to ISSUER, each and all of which shall survive the execution and
delivery of this Agreement and Closing hereunder:
i.
The
Shares being issued pursuant to this Agreement may not be sold, pledged,
assigned, hypothecated or otherwise transferred, with or without consideration,
only pursuant to an effective registration statement under the Act, or pursuant
to
an
exemption from registration
under_ the Act, the availability of which is to be established to the
satisfaction of ISSUER.
Prior to any transfer, the party desiring to transfer any of such shares shall
give written notice
to
ISSUER expressing its desire to affect
the
transfer and describing the proposed transfer.
ii.
The
Shares are being acquired for the respective holder's own account with
the
present intention of holding such securities for purposes of investment, and
that it has no
intention of selling such securities in a public distribution in violation
of
the federal securities laws or any applicable state securities
laws.
iii.
It
is understood that, the certificates evidencing the Shares will bear the
following legends:
(i)
THESE
SHARES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR
UNDER
APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO
AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER
DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION
IS
REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH
EXEMPTION.
4.3.
Securities Compliance.
The
Company shall take all action necessary to comply with any federal or state
securities laws applicable to the transactions contemplated
hereunder.
5. CONDITIONS
TO OBLIGATIONS OF ALL PARTIES.
The
obligation of Buyer and the Company to consummate the transactions contemplated
by this Agreement are subject to the satisfaction, on or before the Closing,
of
each of the following conditions; any or all of which may be waived in whole
or
in part by the joint agreement of Buyer and the Company:
5.1
Absence
of Actions.
No
action or proceeding shall have been brought or threatened before any court
or
administrative agency to prevent the consummation or to seek damages in a
material amount by reason of the transactions contemplated hereby, and no
governmental authority shall have asserted that the within transactions (or
any
other pending transaction involving Buyer or the Company when considered in
light of the effect of the within transactions) shall constitute a violation
of
law or give rise to material liability on the part of the Company or the
Buyer.
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11.
MISCELLANEOUS.
11.1
Amendments
and Waivers.
Neither
this Agreement nor any provision hereof shall be waived, modified, changed,
discharged, terminated, revoked or canceled except by an instrument in writing
signed by the party against whom any change, discharge or termination is sought.
Failure of either party to exercise any right or remedy under this Agreement
or
any other agreement between the Company and the Buyer, or otherwise, or delay
by
the Company or the Buyers in exercising such right or remedy, will not operate
as a waiver thereof, nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. The rights and remedies herein provided shall be cumulative and
not exclusive of any rights or remedies provided by law.
11.5
Governing
Law.
This
Agreement shall be deemed a contract made under the laws of the State of New
York, without giving effect to the conflicts of law principles
thereof.
11.6
Notices.
All
notices, requests, consents, demands, notice or other communication required
or
permitted under this Agreement shall be in writing and shall be deemed duly
given and received when delivered personally or transmitted by facsimile, or
one
business day after being deposited for next-day delivery with a nationally
recognized overnight delivery service, or three days after being deposited
as
first class mail with the United States Postal Services, all charges or postage
prepaid, and properly addressed:
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(i)
If
to Buyer:
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The
Vantage Group Ltd.
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00
Xxxx Xxxxxx
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Xxx
Xxxx, XX 00000
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Attention:
Xxxx Xxxxxx
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Telephone:
(000) 000-0000
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Facsimile:
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with
a copy to:
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Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP
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0000
Xxxxxx xx xxx Xxxxxxxx
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Xxx
Xxxx, Xxx Xxxx 00000
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Attn:
Xxxxxxx X. Xxxxxxx, Esq.
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Telephone:
(000) 000-0000
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Facsimile:
(000) 000-0000
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If
to the Company:
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Life-Exchange,
Inc.
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0000
Xxxxx Xxxx, Xxxxx 000
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Xxxxx
Xxxxx, XX 00000
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Attention:
Xxxxxx Xxxxxxxxx
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Telephone:
(000) 000-0000
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Facsimile:
(000) 000-0000
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11.7
Counterparts.
This
Agreement maybe executed in counterparts, all of which together shall constitute
one and the same instrument.
11.8 Effect
of Headings.
The
section and paragraph headings
herein are
included
for convenience only and shall not affect
the
construction hereof.
11.9
Entire
Agreement. This
Agreement and the Exhibits and Schedules hereto and thereto constitute the
entire agreement among the Company and the Buyer with respect to the subject
matter hereof. There are no representations, warranties, covenants or
undertakings with respect to the subject matter hereof other than those
expressly set forth
herein.
This Agreement supersedes all prior agreements between the parties with respect
to the Shares purchased hereunder and the subject matter hereof.
11.10
Publicity.
Neither
party shall originate any publicity, news release or other public announcement,
written or oral, whether relating to the performance under this Agreement or
the
existence of any arrangement between the parties, without the prior written
consent of the other party (which consent shall not be unreasonably withheld
or
delayed), except where such publicity, news release or other public announcement
is required by law or by Section 4.1; provided
that,
in
such event, each such party shall (a) promptly consult the other party in
connection with any such publicity, news release or other public announcement
prior to its release; (b) promptly provide the other party a copy thereof;
and
(c) use commercially reasonable efforts to ensure that such portions of such
information as may reasonably be designated by the other party are accorded
confidential treatment by the applicable governmental entity.
11.11
Severability.
If any
provision of this Agreement is held by a
court
of
competent jurisdiction to be unenforceable under applicable law, such provision
shall be replaced with a provision that accomplishes, to the extent possible,
the original business purpose of such provision in
a
valid
and enforceable manner, and the balance of the Agreement shall be interpreted
as
if such provision were so modified and shall be enforceable in accordance with
its terms.
11.12
Interpretation.
This
Agreement shall be construed according to its fair language. The rule of
construction to the effect that any ambiguities are to be resolved against
the
drafting party shall not be employed in the interpretation of this
Agreement.
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11.13
No
Strict Construction.
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.
11.14
NO
JURY TRIAL.
THE
PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY
OF
THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON
OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY DOCUMENT
CONTEMPLATED TO BE
EXECUTED
IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE PARTIES' ACCEPTANCE OF THIS AGREEMENT.
IN
WITNESS WHEREOF, this
Agreement has been executed as of the date first above written, by the duly
authorized representatives of the parties hereto.
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COMPANY:
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By:
/s/ Xxxxxx Xxxxxxxxx
Name:
Xxxxxx Xxxxxxxxx
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Title:
Chief Executive Officer
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BUYER:
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THE
VANTAGE GROUP LTD.
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By:
/s/ Xxxx Xxxxxx
Name:
Xxxx Xxxxxx
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Title:
President
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Schedule
2.1
Notice
of
Issuance on Additional Equity
This
is
to notify you that
___________ (the "Company") intends to issue ____________ shares of common
stock
to _________________________ on __________________. Pursuant to section 2.1
of
the Stock Purchase Agreement dated , you have the right to purchase share of
the
Company's common stock at
a
price
of $.001. To exercise your rights under the Stock Purchase Agreement, please
provide us with written notice on or before ___________________.
_____________________________
By:
__________________________
