Exhibit 10.2
Exhibit 10.2 Restricted Stock
Purchase Agreement dated May 5, 2009, between the Company
and John Argo
RESTRICTED STOCK PURCHASE
AGREEMENT
This Stock Purchase Agreement (the
“ Agreement ”) is dated as of the
5 th
day of May, 2009 (the “
Effective Date ”), and is entered into by and
between OCTuS, Inc. a Nevada corporation (the “
Company ”) and John Argo (the “
Purchaser ”) (each a “
Party ” and collectively, the “
Parties ”).
The Company desires to retain the
Purchaser as an executive officer of the Company. In
consideration of the promises, representations, warranties,
covenants and conditions set forth in this Agreement, the Parties
hereto mutually agree as follows:
1. Issuance of Shares; Purchase Price
. At the Effective Time, the Company shall sell and
issue to Purchaser, and Purchaser shall acquire from the Company,
two hundred and fifty thousand (250,000) shares (the “
Shares ”) of the Company’s common stock, $0.001
par value per share, for an aggregate purchase price of
$8,750. The consideration for the Shares shall consist
of services rendered to the Company by the Purchaser.
1. Right to Repurchase Shares
.
1.1. Vesting Upon a Change in
Control . In the event of a “Change in
Control” (as defined below), the Company’s right to
repurchase pursuant to any Section of this Agreement shall expire
with respect to all the Shares immediately upon the execution of an
agreement to effect such Change in Control. The number
of Shares with respect to which the Company’s right to
repurchase shall expire pursuant to this Agreement shall be
appropriately adjusted for stock dividends, combinations, splits,
recapitalizations and the like. For purposes of this
Agreement, a “Change in Control” shall mean the
occurrence of any one of the following: (i) a sale of substantially
all of the Company’s assets; or (ii) any merger,
consolidation or reorganization of Company whether or not another
entity is the survivor, pursuant to which holders of all the shares
of capital stock of Company outstanding prior to the transaction
hold, as a group, less than 50% of the shares of capital stock of
Company outstanding after the transaction.
1.2. Lapse of Repurchase
Rights . The Company’s right to repurchase
Shares shall lapse after six months after the Effective
Date:
1.3. Exercise of Repurchase
Right. The Company may exercise its right to
repurchase shares on a pro-rata basis over six months should the
Purchaser be terminated for any reason or should Purchaser stop
working for the Company within six months. Such exercise as set
forth in this Section 2 by written notice to the Purchaser within
90 days after the first anniversary of the Effective Date after
which time the Company’s right to repurchase such shares will
expire. If the Company (or its assignee) exercises its
right of repurchase, the Purchaser shall, if necessary, endorse and
deliver to the Company (or its assignee) the stock certificate(s)
representing the portion of Shares being repurchased, and the
Company (or its assignee) shall pay the Purchaser the total
repurchase price in cash upon such delivery. The
Purchaser shall cease to have any rights with respect to such
repurchased portion of the Shares immediately upon receipt of the
repurchase price from the Company.
2. Other Restrictions on Resale of Shares
.
2.1. Legends . The Purchaser
understands and acknowledges that the Shares are not registered
under the Securities Act of 1933, as amended (the “
Act ”), and that under the Act and other applicable
laws the Purchaser may be required to hold such Shares for an
indefinite period of time. Each stock certificate
representing Shares shall bear the following legends, as well as
any other legend that the Company may reasonably determine is
necessary or appropriate:
2.1.1.1.1. “THE SHARES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR
APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE CORPORATION HAS
RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY
SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH
REGISTRATION IS NOT REQUIRED.
3. Representations and Acknowledgments of the
Purchaser . The Purchaser hereby represents,
warrants, acknowledges and agrees that:
3.1. Investment
. The Purchaser is acquiring the Shares for the
Purchaser’s own account, and not directly or indirectly for
the account of any other person. The Purchaser is
acquiring the Shares for investment purposes only and not with a
view to distribution or resale thereof except in compliance with
the Act and any applicable state laws regulating
securities.
3.2. Access to Information
. The Purchaser has had the opportunity to ask questions
of, and to receive answers from, appropriate executive officers of
the Company with respect to the terms and conditions of the
transactions contemplated hereby and with respect to the business,
affairs, financial condition and results of operations of the
Company. The Purchaser has had access to such financial
and other information as is necessary in order for the Purchaser to
make a fully informed decision as to investment in the Company, and
has had the opportunity to obtain any additional information
necessary to verify any of such information to which the Purchaser
has had access.
3.3. Pre-Existing
Relationship . The Purchaser further represents and
warrants that he has either (i) a pre-existing relationship with
the Company or one or more of its officers or directors consisting
of personal or business contacts of a nature and duration which
enable him to be aware of the character, business acumen and
general business and financial circumstances of the Company or any
such officer or director with whom such relationship exists or (ii)
such business or financial expertise as to be able to protect his
own interests in connection with the purchase of the
Shares.
3.4. Speculative Investment
. The Purchaser understands that his purchase of the
Shares is highly speculative in nature and is subject to a high
degree of risk of loss in whole or in part; the amount of such
investment is within
