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STOCK PURCHASE AGREEMENT
THIS
STOCK PURCHASE AGREEMENT (this "Agreement") is made effective
the 29th day of August, 2007 by and between Maxlife
Fund Corp., a Wyoming corporation located at
160 Tycos Drive, Unit #12, Toronto,
Ontario M6B 1W8 (the "Company") and Brookdale Consulting Ltd,
11
C Lower Dorset Street Dublin 1, Ireland
(the "Purchaser").
RECITALS
WHEREAS, the Purchaser desires to purchase certain shares
of the Company's Common Stock on the terms and conditions set forth
herein; and
WHEREAS, the Company desires to
issue and sell shares of the Common Stock to the Purchaser on the
terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals
and the mutual promises hereinafter set forth, and, other good and
valuable consideration, the parties hereto agree as
follows:
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1.
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Authorization, Sale and Issuance of Shares and
Options
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1.1
Authorization. The Company shall issue
170,068 shares of Common Stock (the “Shares”) par
value $0.001 per share to the Purchaser at a purchase price of
$2.94 per Share for an aggregate value of $500,000 to be
purchased as set forth below.
1.2
Sale and Issuance of the Shares. Subject to the terms
and conditions hereof the Company shall sell and Purchaser
shall purchase the Shares at the Closing, as defined
below.
1.3
Options. For a period of six months from
the date of the Closing, the company r shall have the option
of selling an additional $2,000,000 worth of the
Company’s common stock with such shares to be valued at
a premium of five (5%) percent above the average weighted
trading price of the stock for the five trading days prior to
the exercise of the option by the Company.
2.1
Closing: Upon the Closing of each this transaction, the
Purchaser will deliver to the Company a wire or certified
check in the amount of the purchase price.
2.3
Delivery: Subject to the terms of this Agreement,
within five (5) days of the Closing, the Company will deliver
to the Purchaser the certificates representing the Shares to
be purchased by the Purchaser from the Company.
3.
Representations and Warranties of the Company.
The Company hereby represents and warrants to the Purchaser as of
the Closing date as follows:
3.1
Organization and Standing: Articles and Bylaws The
Company is and will be a corporation duly organized, validly
existing, and in good standing under the laws of the State of
Wyoming and will have all requisite corporate power and
authority to carry on its business as proposed to be
conducted.
3.2
Corporate Power The Company will have at the Closing,
all requisite corporate power to enter into this Agreement and
to sell and issue the Shares. This Agreement shall constitute
a valid and binding obligation of the Company enforceable in
accordance with its respective terms, except as the same may
be limited by bankruptcy, insolvency, moratorium, and other
laws of general application affecting the enforcement of
creditors' rights.
3.3
Capitalization The authorized capital stock of the
Company is 100,000,000 shares of Common Stock, par value
$0.001 per share, of which, 30,127,100 shares
are issued and outstanding. All such issued and outstanding
shares have been duly authorized and validly issued, are fully
paid and non-assessable.
3.4
Authorization
(a)
Corporate Action All corporate action on
the part of the Company necessary for
the authorization, execution and delivery of this Agreement,
the sale and issuance of the Shares and the performance of the
Company's obligations hereunder will
be taken prior to the Closing. This Agreement constitutes a
valid and legally binding obligation of the Company,
enforceable in accordance with its terms.
(b)
Valid Issuance The Shares, when issued in compliance
with the provisions of this Agreement will be duly authorized,
validly issued, fully paid and non-assessable, and will be
free of any liens or encumbrances caused or created by the
Company; provided, however, that all
such shares may be subject to restrictions on transfer under
state and federal securities laws as set forth herein, and as
may be required by future changes in such laws.
(c)
No Preemptive Rights Except as provided herein, no
person currently has or will have any right of first refusal
or any preemptive rights in connection with the issuance of
the Shares, or any future issuance of securities by the
Company.
3.5
Compliance with Other Instruments The Company will not
be in violation of any term of the Company's Articles or
Bylaws, nor will the Company be in
violation of or in default in any material respect under the
terms of any mortgage, indenture, contract, agreement,
instrument, judgment, or decree, the violation of which would
have a material adverse effect on the Company as a whole, and
to the knowledge of the Company, is not in violation of any
order, statute, rule, or regulation applicable to the Company,
the violation of which would have a material adverse effect on
the Company. The execution, delivery and performance of and
compliance with this Agreement and the issuance and sale of
the Shares will not (a) result in any such violation, or (b)
be in conflict with or constitute a default under any such
term, or (c) result in the creation of any mortgage, pledge,
lien, encumbrance, or charge upon any of the properties or
assets of the Company pursuant to any such term.
4.
Representations and Warranties of Purchaser and
Restrictions on Transfer Imposed by the Securities
Act.
4.1
Representations and Warranties by the Purchaser The
Purchaser represents and warrants to the Company as
follows:
(a)
Investment Intent This Agreement is made
with the Purchaser in reliance upon the Purchaser's
representations to the Company, evidenced by the Purchaser's
execution of this Agreement, that the Purchaser is acquiring
the Shares for investment for the Purchaser's own account, not
as nominee or agent, and not with a view to or for resale in
connection with, any distribution or public offering thereof
within the meaning of the Securities Act and applicable law.
The Purchaser has the full right, power, and authority to
enter into and perform this Agreement.
(b)
Shares Not Registered The Purchaser
understands and acknowledges that the offering of the Shares
pursuant to this Agreement will not be registered under the
Securities Act on the grounds that the offering and sale of
securities contemplated by this Agreement are exempt from
registration under the Securities Act pursuant to Section 4(2)
thereof and exempt from registration pursuant to applicable
state securities or blue sky laws, and that the Company's
reliance upon such exemptions is predicated upon such
Purchaser's representations set forth in this Agreement. The
Purchaser acknowledges and understands that the Shares must be
held indefinitely unless the Shares are subsequently
registered under the Securities Act and qualified under state
law or unless an exemption from such registration and such
qualification is available.
(c)
No Transfer Except as set forth in Section
4.4 hereunder, the Purchaser covenants that in no event will
the Purchaser dispose of any of the Shares (other than in
conjunction with an effective registration statement for the
Shares under the Securities Act in compliance with Rule 144
promulgated under the Securities Act) unless and until (i) the
Purchaser shall have notified the Company of the proposed
disposition and shall have furnished the Company with a
statement of the circumstances surrounding the proposed
disposition, and (ii) if reasonably requested by the Company,
the Purchaser shall have furnished the Company with an opinion
of counsel satisfactory in form and substance to the Company
to the effect that (x) such disposition will not require
registration under the Securities Act, and (y) appropriate
action necessary for compliance with the Securities Act and
any other applicable state, local, or foreign law has been
taken, and (iii) the Company has consented, which consent
shall not be unreasonably withheld.
(d)
Knowledge and Experience The
Purchaser (i) has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits
and risks of the Purchaser's prospective investment in the
Shares; (ii) has the ability to bear the economic risks of the
Purchaser's prospective investment; (iii) has been furnished
with and had access to such in
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