Exhibit 10.1
Page 1 of 6
AGREEMENT FOR PURCHASE AND SALE OF STOCK
This Agreement
for Purchase and Sale of Stock (“Agreement”) is made as
of June 20, 2008 by and among Nazar Haidri, M.D.
(“Seller”), an individual with a principal address of
2333 Morris Avenue Union, New Jersey, and Modern Medical Modalities
Corporation (“MMMC” or “Buyer”), a New
Jersey corporation with a principal business address of 439
Chestnut Street, Union, New Jersey.
1.
Sale and Transfer of
Stock . Subject to the
terms and conditions set forth in this Agreement, Seller agrees to
sell, convey, transfer, assign, and deliver to Buyer, and Buyer
agrees to purchase from Seller, the stock (“Stock”) of
Seller related to Seller’s business share in Union Imaging
Associates, Inc.
2.
Consideration From Buyer at
Closing . As full payment
for the transfer of the Stock to Buyer, at the closing
(“Closing”) of the sale of Stock, Buyer shall deliver
to Seller a stock certificate(s) in the name of Seller, or its
assigns, representing 150,000 shares of MMMC common stock and
$36,000 paid equally over 18 months with the first payment
beginning 30 days from closing date, which represents the
“Purchase Price”.
3. Seller
Stock Put Option . If the average price of the Common Stock is
less than $0.30 for any consecutive 20 day period during the first
90 day period commencing at the end of the fifteenth month
subsequence to the date of this Agreement, Dr. Haidri will have the
right to put the Stock to Modern Medical Modalities Corporation for
$45,000 or pro-ratable portion thereof, computed by multiplying the
number of shares being put by the result of dividing $45,000 by
150,000 shares.
4.
Piggy-Back Registration Rights . If the company completes a
SB-2 registration during the stock holding period required under
Rule 144, the Company will include the 300,000 shares delivered by
the Buyer to the Seller in the SB-2 registration.
5.
Assumption of
Liabilities . It is
expressly understood and agreed that Buyer shall not be liable for
any of the obligations or liabilities of Seller of any kind and
nature.
6.
Taxes . Seller shall be responsible and shall pay all
taxes of any kind or character relating to the Stock, if any.
Furthermore, Seller shall be responsible for the payment of any
transfer taxes of any kind or character arising from the sale and
transfer of the Stock pursuant to this Agreement.
7. Representations and Warranties of
Seller . Seller represents and warrants, that:
7.1
Debts, Obligations and
Liabilities . Seller does
not have any debts, liabilities, or obligations of any nature,
whether accrued, absolute, contingent, or otherwise, whether due or
to become due, related to or encumbering the Stock. The Seller has
a $15,883.51 note payable balance due to MMMC relate to loans
advanced to the Partners of Union Imaging Associates, Inc. This
note payable will be forgiven by MMMC subject to execution of this
contract.
7.2
Tax Returns Filed
. Within the times and in the
manner prescribed by law, Seller has filed all tax returns required
by law and has paid all taxes, assessments and penalties due and
payable. There are no present disputes as to taxes of any nature
payable by Seller. Seller will provide Buyer with copies of all tax
returns filed for the last three fiscal years if requested by
Buyer.
Exhibit 10.1
Page 2 of 6
7.3
Title to Stock
. Seller has good and marketable
title to the Stock and interests in the Stock, whether real,
personal, mixed, tangible, or intangible, which constitute all the
Stock and interests in the Stock that Seller is transferring to
Buyer. The Stock is free and clear of restrictions on or conditions
to transfer or assignment, and free and clear of mortgages, liens,
pledges, charges, encumbrances, equities, claims, easements,
covenants, conditions or restrictions, the lien of current taxes
not yet due and payable and possible minor matters that, in the
aggregate, are not substantial in amount and do not materially
detract from or interfere with the present or intended use of the
Stock.
7.4
Compliance with Laws
. Seller has complied with, and is
not in violation of, any statute, law or regulation affecting the
Stock.
7.5
Litigation
. There is not pending, and Seller
is unaware of any threatened suit, action, arbitration or legal,
administrative or other proceeding, or governmental investigation,
against or affecting the Stock.
7.6
Agreement Will Not Cause Breach
or Violation . The
consummation of the transaction contemplated by this Agreement will
not result in or constitute any of the following: (1) a default or
an event that, with notice or lapse of time or both, would be a
default, breach or violation of any lease, license, promissory
note, conditional sales contract, commitment, indenture, mortgage,
deed of trust, or other agreement, instrument or arrangement to
which Seller is a party or by which the Assets are bound; (2) an
event that would permit any party to terminate any agreement or to
accelerate the maturity of any indebtedness or other obligation of
Seller related to the Stock; or (3) the creation or imposition of
any lien, charge or encumbrance on the Stock.
7.7
Authority and Consents
. Seller has the right, power, legal
capacity and authority to enter into and perform its obligations
under this Agreement, and no approvals or consents of any
governmental authorities or persons other than Seller are necessary
in connection with it. The execution and delivery of this Agreement
by Seller has been duly authorized by all necessary corporate
action on the part of Seller.
7.8
Full Disclosure
. None of the representations and
warranties made by Seller in this Agreement, or made in any
certificate or memorandum furnished or to be furnished by Seller,
contains or will contain any untrue statement of a material fact,
or omits to state a material fact, necessary to make the statements
made not misleading. All representations and warranties of Seller
included in this Agreement and in any written statements delivered
to Buyer under this Agreement will be true and correct as of the
Closing Date as if made on that date.
8.
Indemnification and Survival of
Representations and Warranties .
8.1
Survival of Representations,
Warranties, Covenants and Agreements . The representations, warranties, covenants,
agreements and undertakings of Seller set forth herein shall
survive the Closing.
8.2
Indemnification by
Seller . Seller shall
indemnify, defend and hold harmless Buyer and its past and present
officers, directors, affiliates, agents and representatives against
and in respect of any and all claims, demands, losses, costs,
expenses, obligations, liabilities, damages, recoveries and
deficiencies, including interest, penalties and reasonable
attorney’s fees, that Buyer shall incur or suffer that arise,
result from or relate to any breach or inaccuracy of, or failure by
Seller to perform, any of its representations, warranties,
covenants or agreements in this Agreement or in any schedule,
certificate, exhibit or other instrument furnished or to be
furnished by Seller under this Agreement. Specifically, without
limiting the foregoing, Seller shall be solely responsible for the
payment of any sums incurred as a result of any claim made by a
third party with respect to the Stock.
9.
Cooperation in Securing Consents
of Third Parties . Buyer
will use its best efforts to assist Seller in obtaining the consent
of all necessary persons and agencies to the assignment and
transfer to Buyer of the Stock to be assigned and transferred under
the terms of this Agreement.
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