INVERSO CORP.
____________________________
SECURITIES PURCHASE AGREEMENT
__________________________
SECURITIES PURCHASE
AGREEMENT
This Securities Purchase Agreement (this
“Agreement”) is made and entered into effective as of
the 2nd day of October, 2009 (the “Effective Date”) by
and between INverso Corp., a Delaware corporation (the
“Company”), and Bonnie L. Hartman, a(n) individual (the
“Purchaser”). The Company and Purchaser
shall each be referred to as a “Party” and collectively
as the “Parties.”
1.
PURCHASE OF SHARES
: On the Closing Date (as
hereinafter defined), subject to the terms and conditions set forth
in this Agreement, the Purchaser hereby agrees to purchase, and the
Company hereby agrees to sell, Two Million Five Hundred Thousand
(2,500,000) shares of common stock (the “Shares”) of
the Company at a per-share purchase price of Four Tenths of One
Cent ($0.004) per share, for a total purchase price of Ten Thousand
Dollars ($10,000.00) (the “Purchase
Price”).
2.
CLOSING AND DELIVERY :
a) Upon
the terms and subject to the conditions set forth herein, the
consummation of the purchase and sale of the Shares (the
“Closing”) shall be held simultaneous with the
execution of this Agreement, or at such other time mutually agreed
upon between the constituent Parties (the “Closing
Date”). The Closing shall take place at the
offices of counsel for the Company set forth in Section 6 hereof,
or by the exchange of documents and instruments by mail, courier,
facsimile and wire transfer to the extent mutually acceptable to
the Parties hereto.
(i) The
Company shall deliver to the Purchaser evidence of ownership of the
Shares, free from restrictions on transfer except as set forth in
this Agreement.
(ii) The
Purchaser shall deliver to the Company the Purchase
Price.
3.
REPRESENTATIONS, WARRANTIES AND
AGREEMENTS BY PURCHASER : The Purchaser hereby represents,
warrants and agrees as follows:
a) Purchase
for Own Account . Purchaser represents that he is
acquiring the Shares solely for his own account and beneficial
interest for investment and not for sale or with a view to
distribution of the 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.
b) Ability
to Bear Economic Risk . Purchaser acknowledges that an
investment in the Shares involves a high degree of risk, and
represents that he is able, without materially impairing his
financial condition, to hold the Shares for an indefinite period of
time and to suffer a complete loss of his investment.
c)
Access to Information.
The Purchaser
acknowledges that the Purchaser has been furnished with such
financial and other information concerning the Company, the
directors and officers of the Company, and the business and
proposed business of the Company as the Purchaser considers
necessary in connection with the Purchaser’s investment in
the Shares. Purchaser has also had an opportunity to
review the Company’s filings with the Securities and Exchange
Commission, and the Term Sheet attached hereto as Exhibit B
. As a result, the Purchaser is thoroughly familiar with
the proposed business, operations, properties and financial
condition of the Company and has discussed with officers of the
Company any questions the Purchaser may have had with respect
thereto. The Purchaser 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 the Purchaser’s
entire investment;
(iii)
The lack of liquidity and restrictions on
transfers of the Shares; and
(iv)
The tax consequences of this
investment.
The
Purchaser has consulted with the Purchaser’s own legal,
accounting, tax, investment and other advisers with respect to the
tax treatment of an investment by the Purchaser in the Shares and
the merits and risks of an investment in the Shares.
d) Shares
Part of Private Placement . The Purchaser has been
advised that the 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 Shares
is to be effected and the Shares will be issued by the Company 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. The Purchaser understands that the Company is
relying in part on the Purchaser’s representations as set
forth herein for purposes of claiming such exemptions and that the
basis for such exemptions may not be present if, notwithstanding
the Purchaser’s representations, the Purchaser has in mind
merely acquiring the Shares for resale on the occurrence or
nonoccurrence of some predetermined event. The Purchaser
has no such intention.
e) Purchaser
Not Affiliated with Company. The Purchaser, either alone or with
the Purchaser’s professional advisers (i) are
unaffiliated with, have no equity interest in, and are not
compensated by, the Company or any affiliate or selling agent of
the Company, directly or indirectly (other than as set forth in the
Investor Questionnaire attached hereto as Exhibit A ); (ii)
has such knowledge and experience in financial and business matters
that the Purchaser is capable of evaluating the merits and risks of
an investment in the Shares; and (iii) has the capacity to protect
the Purchaser’s own interests in connection with the
Purchaser’s proposed investment in the Shares.
f) Further
Limitations on Disposition . Purchaser further acknowledges that
the Shares are restricted securities under Rule 144 of the Act,
and, therefore, if the Company, in its sole discretion, chooses to
issue any certificates reflecting the ownership interest in the
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 the representations
set forth above, Purchaser further agrees not to make any
disposition of all or any portion of the Shares unless and
until:
(i) There
is then in effect a Registration Statement under the Act covering
such proposed disposition and such disposition is made in
accordance with such Registration Statement; or
(ii) Purchaser
shall have obtained the consent of the Company and notified the
Company of the proposed disposition and shall have furnished the
Company with a detailed statement of the circumstances surrounding
the proposed disposition, and if reasonably requested by the
Company, Purchaser shall have furnished the Company with an opinion
of counsel, reasonably satisfactory to the Company, that such
disposition will not require registration under the Act or any
applicable state securities laws.
Notwithstanding the provisions of subparagraphs
(i) and (ii) above, no such registration statement or opinion of
counsel shall be necessary for a transfer by such Purchaser to a
partner (or retired partner) of Purchaser, or transfers by gift,
will or intestate succession to any spouse or lineal descendants or
ancestors, if all transferees agree in writing to be subject to the
terms hereof to the same extent as if they were Purchasers
hereunder as long as the consent of the Company is
obtained.
Purchaser
acknowledges that the Company is a “shell” as defined
under Rule 144, and therefore the Shares cannot be resold under
Rule 144 until the requirements of Rule 144(i)(2).
g) Accredited
Investor Status (Please check one) . Purchaser
an “accredited investor” as such
term is defined in Rule 501 under the Act because Purchaser either:
(i)
has a net worth of at least
$1,000,000 (including home and personal property),
or
(ii)
had an individual income of more than
$200,000 in each of the two most recent calendar years, and
reasonably expects to have an individual income in excess of
$200,000 in the current calendar year; or along with
Purchaser’s spouse had joint income in excess of $300,000 in
each of the two most recent calendar years, and reasonably expects
to have a joint income in excess of $300,000 in the current
calendar year.
For
purposes of this Agreement, “individual income” means
“adjusted gross income” as reported for Federal income
tax purposes, exclusive of any income attributable to a spouse or
to property owned by a spouse: (i) the amount of
any interest income received which is tax-exempt under
Section 103 of the Internal Revenue Code of 1986, as amended,
(the “Code”), (ii) the amount of losses claimed as
a limited partner in a limited partnership (as reported on
Schedule E of form 1040), (iii) any deduction claimed for
depletion under Section 611 et seq. of the Code and
(iv) any amount by which income from long-term capital gains
has been reduced in arriving at adjusted gross income pursuant to
the provisions of Sections 1202 of the Internal Revenue Code
as it was in effect prior to enactment of the Tax Reform Act of
1986.
For
purposes of this Agreement, “joint income” means,
“adjusted gross income,” as reported for Federal income
tax purposes, including any income attributable to a spouse or to
property owned by a spouse, and increased by the following
amounts: (i) the amount of any interest income
received which is tax-exempt under Section 103 of the Internal
Revenue Code of 1986, as amended (the “Code”), (ii) the
amount of losses claimed as a limited partner in a limited
partnership (as reported on Schedule E of Form 1040),
(iii) any deduction claimed for depletion under
Section 611 et seq. of the Code and (iv) any amount
by which income from long-term capital gains has been reduced in
arriving at adjusted gross income pursuant to the provisions of
Section 1202 of the Internal Revenue Code as it was in effect
prior to enactment of the Tax Reform Act of 1986.
For
the purposes of this Agreement, “net worth” means
(except as otherwise specifically defined) the excess of total
assets at fair market value, including home and personal property,
over total liabilities, including mortgages and income taxes on
unrealized appreciation of assets.
h) Purchaser
Qualifications .
(i)
If the Purchaser is an individual, the
Purchaser is over 21 years of age; and if the Purchaser is an
unincorporated association, all of its members are of such
age.
(ii)
If the Purchaser is a corporation,
partnership, employee benefit plan or IRA, the Purchaser was
either: