Exhibit
10.1
SHARE PURCHASE
AGREEMENT
THIS SHARE PURCHASE
AGREEMENT (the “Agreement”) made
and entered into this 21st day of June, 2006 (the “Execution
Date”),
BETWEEN,
Jeff Jenson, an
individual (the “Seller”) and Halter Financial
Investments, L. P., a Texas limited partnership (the
“Purchaser”).
1.
BACKGROUND
(a)
The Seller is owner of
record of an aggregate of 11,000 common shares, $.001 par value
(the “shares”) of RTO Holdings, Inc., (the
“Company”).
(b)
The Seller desires to
sell the Shares to the Purchaser and the Purchaser desires to
purchase the Shares from the Seller.
IN CONSIDERATION
OF and as a
condition of the Parties entering into this Agreement and other
valuable consideration, the receipt and sufficiency of such
consideration is acknowledged, the Parties to this Agreement agree
as follows:
2.
PURCHASE AND
SALE
(a)
The Seller agrees to
sell and the Purchaser agrees to purchase all the rights, title,
interest and property of the Seller in the Shares for an aggregate
purchase price of Six Hundred Fifty Thousand Dollars ($650,000),
(the “Purchase Price”).
(b)
A deposit of Fifty
Thousand Dollars ($50,000) was made April 11, 2006 and the balance
of Six Hundred Thousand Dollars ($600,000) will be payable upon
closing of this Agreement.
(c)
All payments will be in
the form of wire transfer, certified check, or bank draft of
immediately available funds.
3.
REPRESENTATIONS AND
WARRANTIES OF SELLER
Representations and
Warranties of Seller . Seller represents and
warrants to Purchaser that, at the date of this Agreement and on
the date of the Closing:
(a) Seller has
full power, capacity and right to execute and deliver this
Agreement and to perform his obligations hereunder.
(b) This Agreement
has been duly executed and delivered by Seller and constitutes the
valid and binding agreement of Seller enforceable against Seller in
accordance with its terms, except as such enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium
and other similar laws relating to creditors
rights or general principles of equity.
(c) Seller
is the record and beneficial owner of the Shares free and clear of
any Liens. At the Closing, Seller will transfer and deliver to
Purchaser good and valid title to the Shares free and clear of any
lien, pledge or encumbrance.
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(d) No approval,
authorization, consent or filing is required by the Seller in
connection with the execution, delivery and performance of this
Agreement by Seller, except as may be required under the Securities
Exchange Act of 1934.
(e) The
execution, delivery and performance of this Agreement by
Seller does not contravene or conflict with any material agreement,
contract or other instrument, or any law, rule, regulation, order
or decree, binding upon or applicable to the Seller.
(f) The Company
need not give any notice to, make any filings with, or obtain any
authorization, consent, or approval of any government or
governmental agency in order to consummate the transactions
contemplated by this Agreement, except filings with the U.S.
Securities and Exchange Commission (“SEC”) and state
securities regulators required in connection with the transactions
contemplated hereby.
(g) The
Company is a corporation duly organized, validly existing and in
good standing under the laws of its state of incorporation, with
all requisite corporate power and authority to carry on the
business in which it is engaged and to own the properties it owns.
(h) There are no
legal actions or administrative proceedings or investigations
instituted, or to the best knowledge of the Company threatened,
against the Company or LenTec Imaging, Inc. (“LenTec”),
its predecessor entity, that could reasonably be expected to have a
material adverse effect on the Company or which concerns the
transactions contemplated by this Agreement.
(i) The Company is
not and LenTec was not in default under any provision of their
respective Articles of Incorporation or By-laws or other
organizational documents or under any provision of any agreement or
other instrument to which they are or were a party or by which they
are bound or of any law, governmental order, rule or regulation so
as to affect adversely in any material manner the Company’s
business or assets or its condition, financial or
otherwise.
(j) The periodic
reports filed by LenTec and the Company with the SEC (the
“Disclosure Documents”), taken together, do not contain
any untrue statement of a material fact or omit to state a material
fact required to be stated therein to make the statements contained
therein not misleading.
(k) The Company
and LenTec have filed all material tax returns required to be
filed, which returns are true and correct in all material respects,
and neither the Company nor LenTec is in default in the payment of
any taxes, including penalties and interest, assessments, fees and
other charges, shown thereon as due or otherwise assessed, other
than those being contested in good faith and for which adequate
reserves have been provided or those currently payable without
interest which were payable pursuant to said returns or any
assessments with respect thereto.
(l) Neither the
Company, LenTec, nor any of their affiliates, nor any person acting
on their behalf, has directly or indirectly made any offers or
sales of any security or solicited any offers to buy any security
under circumstances that would require registration under the
Securities Act.
(m) As of the date
hereof, the capitalization of the Company consists of 100,000,000
shares of common stock, par value $0.001, and 10,000,000
shares of preferred stock, of which approximately 1,398,550 shares
of common stock are issued and outstanding, all of which
a
