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SECURITIES PURCHASE AGREEMENT

Purchase and Sale Agreement

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This Purchase and Sale Agreement involves

INVERSO CORP

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Title: SECURITIES PURCHASE AGREEMENT
Governing Law: Pennsylvania     Date: 10/2/2009

SECURITIES PURCHASE AGREEMENT, Parties: inverso corp
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SECURITIES PURCHASE AGREEMENT

 

by and between

 

INverso Corp.,

a Delaware corporation

 

on the one hand

 

and

 

William A. Hartman,

an individual,

 

on the other hand

 

 

 


 

 

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “ Agreement ”) is entered into effective this 28th day of September, 2009 by and between INverso Corp., a Delaware corporation (“ INverso ”), on the one hand, and William A. Hartman, an individual (“ Hartman ”), on the other hand.  Each of INverso and Hartman shall be referred to as a “ Party ” and collectively as the “ Parties .”

 

RECITALS

 

WHEREAS, INverso is a development stage company without significant assets or business, is subject to the reporting requirements of the Securities Act of 1934, and is considered a blank check company thereunder;

 

WHEREAS, Hartman intends to develop medications and procedures responsive to human diseases and desires to obtain a controlling ownership interest in INverso in order to commercialize technologies therein;

 

NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the Parties covenant, promise and agree as follows:

 

AGREEMENT

 

1.            TRANSACTIONS :  Within Five (5) days of the Closing, subject to the terms and conditions of this Agreement, the following shall occur:

 

(a)           INverso shall issue to Hartman a total of One Million Eight Hundred Fifty One Thousand One Hundred Eleven (1,851,111) shares of its Series A Convertible Preferred Stock (the “ Hartman Shares ”).  The rights, privileges and preferences of INverso’s Series A Convertible Preferred Stock is set forth in Exhibit A .  In exchange for the Hartman Shares, Hartman agrees to accept an appointment as an officer and director of INverso.

 

2.            REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY INVERSO :  INverso hereby represents, warrants and agrees as follows:

 

(a)           INverso is a corporation duly organized, validly existing and in good standing under the laws of Delaware, with full power and authority to own, lease, use, and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.  INverso has all requisite corporate power and authority to enter into and perform this Agreement and the other Transaction Documents and to consummate and effect the transactions contemplated by this Agreement.

 

 

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(b)           All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with, any governmental authority required on the part of INverso in connection with the valid execution and delivery of this Agreement, the offer, sale or issuance of the Shares or the consummation of any other transaction contemplated hereby shall have been obtained, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.

 

3.          REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY HARTMAN :  Hartman hereby represents, warrants and agrees as follows:

 

(a)           Hartman acknowledges that he has been furnished with such financial and other information concerning INverso, the directors and officers of INverso, and the business of INverso as they consider necessary in connection with the issuance of the Hartman Shares.  As a result, he is familiar with the business, operations, properties, and financial condition of INverso and has discussed with officers or directors of INverso any questions he may have had with respect thereto.  He understands:

 

(i)           The risks involved in this investment, including the speculative nature of the investment;

 

(ii)          The financial hazards involved in this investment, including the risk of losing their entire investment;

 

(iii)         The lack of liquidity and restrictions on transfers of the Hartman Shares; and

 

(iv)         The tax consequences of this investment.

 

Hartman has consulted with his own legal, accounting, tax, investment and other advisers with respect to the tax treatment, merits, and risks of the transactions contemplated hereby.

 

(b)           Hartman represents that he is acquiring the Hartman Shares solely for his own account and beneficial interest for investment and not for sale or with a view to distribution of the Hartman Shares or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention.

 

(c)           Hartman acknowledges that an investment in the Hartman Shares involves a high degree of risk, and represents that he is able, without materially impairing his financial condition, to hold the Hartman Shares for an indefinite period of time and to suffer a complete loss of his investment.

 

 

 

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(d)           Hartman has been advised that the Hartman Shares have not been registered under the Securities Act of 1933, as amended (the “ Act ”), or qualified under the securities law of any state, on the ground, among others, that no distribution or public offering of the Hartman Shares is to be effected and the Hartman Shares will be issued by INverso in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act and/or Regulation D as promulgated by the Securities and Exchange Commission under the Act, and under any applicable state blue sky authority.  They understand that INverso is relying in part on their representations as set forth herein for purposes of claiming such exemptions and that the basis for such exemptions may not be present if, notwithstanding their representations, they have in mind merely acquiring the Hartman Shares for resale on the occurrence or nonoccurrence of some predetermined event.  Hartman has no such intention.

 

(e)           Hartman further acknowledges that the Hartman Shares are restricted securities under Rule 144 of the Act, and, therefore, if INverso, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Hartman Shares, those certificates will contain a restrictive legend substantially similar to the following:

 

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

Without in any way limiting


 
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