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Stock Purchase Agreement

Purchase and Sale Agreement

Stock Purchase Agreement | Document Parties: Archetype Partners LLC | RX Scripted, Inc You are currently viewing:
This Purchase and Sale Agreement involves

Archetype Partners LLC | RX Scripted, Inc

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Title: Stock Purchase Agreement
Governing Law: Texas     Date: 10/9/2009

Stock Purchase Agreement, Parties: archetype partners llc , rx scripted  inc
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Exhibit 10.1

Stock   Purchase   Agreement

 

THIS STOCK PURCHASE AGREEMENT (this Agreement ) is made effective as of the 2nd day of October 2009, by and among David M. Loev, an individual (“ Loev ”) and MaryAnne McAdams, (“ McAdams ” and together with Loev, the “ Seller ” or the “ Sellers ”), and Archetype Partners LLC, a Georgia limited liability company, or its assigns (being herein referred to as Purchaser ), each sometimes referred to herein as a “ Party ” and collectively the “ Parties.

 

PRELIMINARY STATEMENTS

 

 

A.

Sellers collectively own 3,000,000 shares of common stock of RX Scripted, Inc., a Nevada corporation (the “ Company ”), which shares represent approximately 92% of the outstanding shares of the Company.

 

 

B.

Sellers are willing to sell an aggregate of 2,336,000 shares of common stock of the Company (the “ Shares ” or the “ Common Stock ”) to the Purchaser, on the terms, provisions and conditions set forth herein.

 

NOW, THEREFORE , in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller and Purchaser do hereby agree as follows:

 

ARTICLE I

 

Purchase and Sale of the Common Stock

 

Section 1.01.   Purchase and Sale .  On the Closing Date (as defined below) and upon the terms and subject to the conditions set forth herein, the Sellers shall deliver the Common Stock of the Company to the Purchaser free and clear of all liens, and Purchaser shall purchase the Common Stock from the Seller in accordance with Section 1.02 below.

 

Section 1.02.   Purchase Price .  The purchase price (the Purchase Price ”) for the Common Stock shall be $185,000 and the Additional Shares (as defined below), payable as follows:

 

 

(a)

Purchaser shall pay Sellers $100,000 in cash at Closing (the “ Closing Cash Consideration ”);

 

 

(b)

Purchaser shall pay Sellers $85,000 within 45 days of Closing, which amount if not paid within 45 days of Closing shall bear interest at the rate of 19.2% per annum, until paid in full (the “ Post-Closing Cash Consideration ”); and

 

 

(c)

Following the transaction by Purchaser involving the Company, which transaction shall include the acquisition of a business unit and may include, but not be limited to, a Share Exchange Agreement, Stock Purchase Agreement or similar agreement which results in a Change in Control (as defined below) of the Company, the Purchaser shall cause the Company to issue to the Sellers, within 10 days of the closing of such transaction, a sufficient number of additional shares of common stock of the Company such that each Seller owns, together which such other shares of common stock as each Seller then owns, at a minimum 1% of the Company’s then outstanding voting shares (the “ Additional Shares ” and together with 1.02(b) above, the “ Continuing Obligations ”).  The Additional Shares shall apply to only the first acquisition and related financing and no other transactions of any kind, provided nothing herein shall limit Sellers rights as shareholders to participate in stock dividends or stock splits or other transactions that merely adjust or change the number of shares outstanding on a pro rata basis.


 

(d)

A “ Change in Control ” shall include, but not be limited to:

 

 

(1)

the adoption of a plan of merger, share exchange, stock purchase agreement with any other corporation or association as a result of which the holders of the voting capital stock of the Company as a group would receive less than 50% of the voting capital stock of the surviving or resulting corporation;

 

 

(2)

the approval by the Board of Directors of the Company of an agreement providing for the sale or transfer of substantially all the assets of the Company; or

 

 

(3)

the acquisition of more than 20% of the Company's voting capital stock by any person within the meaning of Rule 13d-3 under the Securities Act of 1933, as amended.

 

Section 1.03. Time and Place of Closing .  Subject to the satisfaction or waiver of the conditions herein, the closing (the Closing ) of the transactions contemplated by this Agreement shall take place on or before __________, 2009 or at such time, date or place as the Seller and Purchaser may agree (the “ Closing Date ”).

 

Section 1.04.   Delivery of the Common Stock; Payment of Purchase Price .  At Closing:  (a) the Seller shall deliver to the Purchaser the certificates representing the Common Stock, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, with all taxes attributable to the transfer and sale of the Common Stock paid by the Seller; and (b) the Purchaser shall deliver to the Seller the Closing Cash Consideration in accordance with Section 1.02.

 

ARTICLE II

 

Representations and Warranties of Sellers and the Company

 

Subject to all of the terms, conditions and provisions of this Agreement, the Sellers and the Company hereby represent and warrant to Purchaser, as of the date hereof and as of the Closing, as follows:


Section 2.01.   Organization and Qualification .  The Company is a Nevada corporation, duly organized, validly existing and in good standing under the laws of the State of Nevada.  The Company has all requisite power and authority, corporate or otherwise, to own, lease and operate its assets and properties and to carry on its business as now being conducted.

 

Section 2.02.   Capitalization of the Company; Title to the Common Stock .  There are 100,000,000 shares of common stock, $0.001 par value per share, authorized of the Company, of which 3,282,500 shares of common stock are issued and outstanding and 10,000,000 shares of preferred stock, $0.001 par value per share, authorized of the Company, of which no shares are currently issued and outstanding.  All of the outstanding shares of common stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are free of preemptive rights.  The Common Stock transferred by the Seller to Purchaser will be free and clear of liens.  There are no outstanding or authorized subscriptions, options, warrants, calls, rights or other similar contracts, including rights of conversion or exchange under any outstanding debt or equity security or other contract, or obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, any other shares of capital stock of the Company or any other debt or equity securities convertible into or evidencing the right to subscribe for any such shares of capital stock or obligating the Company to grant, extend or enter into any such contract, except a convertible note with Loev as otherwise described in the Company’s EDGAR filings at www.sec.gov which will be cancelled as of Closing.  The Sellers have full legal right to sell, assign and transfer the Common Stock to Purchaser and will, upon payment for the Common Stock and delivery to Purchaser of a certificate or certificates representing the Common Stock, transfer good and indefeasible title to the Common Stock to Purchaser, free and clear of liens, subject only to the Continuing Obligations described above.

 

Section 2.03.   Authority .  The Sellers have all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby.  The Sellers and the Company have duly and validly executed and delivered this Agreement and will, on or prior to the Closing, execute, such other documents as may be required hereunder and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto and thereto, this Agreement constitutes, the legal, valid and binding obligation of the Sellers and the Company, as applicable, enforceable against the Sellers and the Company, as applicable, in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles.

 

Section 2.04.   No Conflict .  The execution and delivery by the Sellers and the Company of this Agreement and the consummation of the transactions contemplated hereby and thereby, do not and will not, by the lapse of time, the giving of notice or otherwise:  (a) constitute a violation of any law; (b) constitute a breach or violation of any provision contained in the Articles of Incorporation or Bylaws of the Company; (c) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract or agreement to which the Sellers and/or the Company are a party; or (d) result in or require the creation of any lien upon the Common Stock.


Section 2.05.   Consents and Approvals .  No governmental approvals and no notifications, filings or registrations to or with any governmental authority or any other person is or will be necessary for the valid execution and delivery by the Seller and/or the Company of this Agreement or the consummation of the transactions contemplated hereby or thereby, or the enforceability hereof or thereof, other than those which have been obtained or made and are in full force and effect.

 

Section 2.06.   Litigation .  There are no claims pending or, to the knowledge of the Sellers and the Company, threatened against or affecting the Company or any of its assets, liabilities and properties before or by any governmental authority or any other person.  The Sellers and the Company have no knowledge of the basis for any claim, which alone or in the aggregate:  (a) could reasonably be expected to result in any liability with respect to either of the Company; or (b) seeks to restrain or enjoin the execution and delivery of this Agreement or the consummation of any of the transactions contemplated hereby or thereby.  There are no judgments or outstanding orders, injunctions, decrees, stipulations or awards against either of the Company or any of their assets and properties.

 

Section 2.07.   Brokers, Finders and Financial Advisors .  No broker, finder or financial advisor has acted for Sellers in connection with this Agreement or the transactions contemplated hereby or thereby, and no broker, finder or financial advisor is entitled to any broker’s, finder’s or financial advisor’s fee or other commission in respect thereof based in any way on any contract with Seller.

 

Section 2.08.   Liabilities . Sellers shall be responsible for all liabilities of the Company at Closing and shall indemnify the Purchaser against such liabilities subsequent to the Parties entering into this Agreement and subsequent to Closing.

 

Section 2.09   Filings.   All of the Company’s SEC filings are accurate in all material respects and contain all necessary disclosures and were duly and timely filed and all required filings are up to date.  The Company is not under and has no knowledge of any facts that would give rise to the SEC sanctioning or otherwise imposing any restrictions on the Company’s ability to file a registration statement or permit that registration statement from going effective in the SEC’s ordinary course.

 

ARTICLE III

 

Representations and Warranties of Purchaser

 

Subject to all of the terms, conditions and provisions of this Agreement, Purchaser hereby represents and warrants to the Sellers, as of the date hereof and as of the Closing, as follows:

 

Section 3.01.   Authority .  Purchaser has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby.  Purchaser has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto and thereto, this Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles.


Section 3.02.   No Conflict .  The execution and delivery by Purchaser of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise:  (a) constitute a violation of any law; or (b) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which Purchaser is a party or by which Purchaser is bound or affected.

 

Section 3.03.   Consents and Approvals . No governmental approvals and no notifications, filings or registrations to or with any governmental authority or any other person is or will be necessary for the valid execution and delivery by Purchaser of this Agreement and the closing documents to which it is a party, or the consummation of the transactions contemplated hereby or thereby, or the enforceability hereof or thereof, other than those which have been obtained or made and are in full force and effect.

 

Section 3.04.   Litigation .  There are no claims pending or, to the knowledge of Purchaser, threatened, and Purchaser has no knowledge of the basis for any claim, which either alone or in the aggregate, seeks to restrain or enjoin the execution and delivery of this Agreement or the consummation of any of the transactions contemplated hereby or thereby.  There are no judgments or outstanding orders, injunctions, decrees, stipulations or awards against Purchaser which prohibits or restricts, or could reasonably be expected to result in any delay of, the consummation of the transactions contemplated by this Agreement.  Purchaser agrees to indemnify and hold harmless the Seller and Company against any and all costs, judgments, fees or awards whatsoever associated with any proceedings, claims, demands, or other actions made against the Company for time periods prior to Closing.

 

Section 3.05.   Brokers, Finders and Financial Advisors .   No broker, finder or financial advisor has acted for Purchaser in connection with this Agreement or the transactions contemplated hereby or thereby, and no broker, finder or financial advisor is entitled to any broker’s, finder’s or financial advisor’s fee or other commission in respect thereof based in any way on any contract with Purchaser.

 

Section 3.06.  Representations, Acknowledgements and Warranties of Purchaser .  The Purchaser represents, acknowledges and warrants the following to the Company on behalf of the Purchaser and/or any permitted assigns of the Purchaser, and agrees that such representations, acknowledgements and warranties shall be automatically reconfirmed by the Purchaser on the Closing Dates:

 

(a)           The Purchaser recognizes that the Common Stock has not been registered under the Securities Act of 1933, as amended (“ Act ”), nor under the securities laws of any state and, therefore, cannot be resold unless the


 
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