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.
(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.
(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