EXHIBIT X
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made and entered
into as of the [ ] day of October 1998, by and among [ ]
(the "Seller"), having an address at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇, Complete Wellness Centers, Inc. (the"Company"), and [ ]
("Purchaser").
RECITALS
A. As of the date hereof, Seller owns [ ] shares of common
stock, $0.0001665 par value per share (the "Shares") of Complete Wellness
Centers, Inc. ("CWC"), which are free and clear of all liens and
encumbrances, which shares are not registered under the Securities Act of
1933, as amended, and are accordingly restricted as to transfer and contain
the following legend:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
AND MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE ACT,
UNLESS IN THE OPINION OF COUNSEL TO THE ISSUER AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.
B. The Seller desires to sell the Shares to the Purchaser and the
Purchaser desires to purchase and acquire the Shares from the Seller.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants, agreements, representations and warranties contained
herein, the parties hereto agree as follows:
1. Sale and Purchase. The Seller hereby sells, and the Purchaser
hereby purchases from the Seller the Shares at the purchase price
of $2.50 per share. In consideration for the sale of the Shares
Purchaser shall wire transfer the purchase price of [ ]
to:
Chase Manhattan
ABA [ ]
Account # [ ]
[ ]
against delivery by the Seller to the Purchaser the stock certificates,
endorsed in blank, evidencing that respective number of Shares being sold.
Except as provided herein, Seller makes no representations or warranties
about the Shares.
2. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants that:
i. The Purchaser understands that the Shares have not been
registered under the Securities Act of 1933, as amended
(the "Securities Act"), and that there is no existing
public market for the Shares and that there can be no
assurance that the Purchaser will be able to sell or
dispose of the shares.
ii. The Purchaser is an "accredited investor" (as defined in
Rule 501 of Regulation D under the Securities Act)
purchasing for his own account and is acquiring the
Shares for investment purposes and not with a view to, or
for offer or sale in connection with, any distribution in
violation of the Securities Act and he has such knowledge
and experience in financial and business matters as to be
capable of evaluating the merits and risks of his
investment in the Shares, including a complete loss of
his investment, or the Purchaser has been advised by a
representative possessing such knowledge and experience.
iii. The Purchaser has had the opportunity to ask questions of
and receive answers from the Seller concerning the Shares
and other related matters. The Purchaser further
acknowledges that the Seller has made available to the
Purchaser or his representatives all Documents and
information relating to an investment in the Shares
requested by or on behalf of the Purchaser.
3. Representations and Warranties of the Company. The Company
represents and warrants that:
i. The Company has received an opinion of counsel that an
exemption from registration for the Shares is available.
ii. The Purchaser has received all material information about
the Company that has been furnished to the Seller,
including, without limitation, the Consolidation Cash
Flow Forecast annexed as Annex A to this Agreement, which
the Company hereby represents and warrants to be complete
and accurate in all respects.
iii. All registration rights held by Seller assigned to
Purchaser.
iv. The S-3 Registration Statement filed with the Securities
and Exchange Commission shall be amended to include the
name of the Purchaser upon closing of the sale of the
Common Stock held by Seller.
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement as of the day and year first above written.
SELLER PURCHASER
[ ] By _______________________
By: ___________________________
COMPANY
Complete Wellness Centers, Inc.
By: ___________________________