SELLING SECURITYHOLDER STOCK PURCHASE AGREEMENT
SELLING
SECURITYHOLDER
STOCK
PURCHASE AGREEMENT, dated as of the date set forth on the Purchaser Execution
Page hereof (this “Agreement”) by the purchaser set forth on the Purchaser
Execution Page hereof as the buyer (the “Purchaser”), and by the seller set
forth on the Seller Execution Page hereof as the seller (the
“Seller”).
W
I T N E S S E T H :
WHEREAS,
the Seller is the owner of shares of common stock (the “Common Stock”) of APO
Health, Inc. (the “Company”), a New York company; and
WHEREAS,
the Purchaser desires to purchase from the Seller, the
number of shares of the Common Stock indicated opposite the Purchaser’s name on
the execution page of this Agreement at a price per share equal to the price
set
forth on the execution page hereof (the “Shares”) and
the
Seller desires to sell the Shares to the Purchaser upon the terms and subject
to
the conditions hereinafter set forth;
NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereinafter set forth, the parties agree as follows:
1. Definitions;
Construction.
1.1 Certain
Defined Terms. As
used
in this Agreement, each capitalized term not otherwise defined herein shall
have
the meaning ascribed to such term in the attached Exhibit A.
1.2 Construction.
(a) As
used
in this Agreement or any Related Document, (i) the singular includes the plural
and the plural includes the singular; (ii) “or” is not exclusive; (iii) a
reference to any Person includes its, his or her permitted successors and
permitted assigns; (iv) accounting terms have the meanings assigned to them
by
generally accepted accounting principles, as applied by the accounting entity
to
which they refer; (v) the words “include,” “includes” and “including” are not
limiting; (vi) the phrases “arising out of” or “arises out of” mean arising out
of, in connection with or otherwise relating to (notwithstanding that in some
cases all of such words may be used and in most cases they are not); (vii)
a
reference to a Section, Exhibit or Schedule is to the Section, Exhibit or
Schedule of such Document unless otherwise indicated; (viii) references to
any
Document (1) shall include all exhibits, schedules and other attachments
thereto, (2) shall include all Documents issued or executed in replacement
thereof, and (3) shall mean such Document or replacement or predecessor thereto,
as amended, modified or supplemented from time to time and in effect at any
given time; (ix) the words “hereof,” “herein” and “hereunder” and words of
similar import when used in any Document shall refer to such Document as a
whole
and not to any particular provision of such Document; and (x) all pronouns
shall
be deemed to include all other genders and gender neutral terms (i.e., he,
she
and it).
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(b) This
Agreement is a result of negotiations among, and has been reviewed by the
Seller, the Purchaser, and their respective counsel. Accordingly, this Agreement
shall be deemed to be the product of all parties hereto, and no ambiguity shall
be construed in favor of or against the Seller or the Purchaser.
2. Purchase
and Sale of the Shares; Purchase Price; Closing; Liabilities.
2.1 Purchase
and Sale of the Shares. Subject
to the terms and conditions of this Agreement and on the basis of the
representations, warranties and covenants contained herein, effective at the
Closing, the Seller shall sell, transfer, convey, assign, set over and deliver
to the Purchaser, and the Purchaser shall purchase, acquire and accept from
the
Seller, the Shares free and clear of all Encumbrances.
2.2 Purchase
Price.
(a) Purchase
Price. The
purchase price for the Shares shall be as set forth on the execution page hereof
for the Shares (the “Purchase Price”).
(b) Payment. On
the
Closing Date, Purchaser shall provide the purchase price set forth in 2.2(a)
above.
2.3 Closing.
(a) The
closing of the purchase and sale of the Shares (the “Closing”) shall take place
on the date hereof at the offices of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq. in Red Bank,
New
Jersey or at such other place as the parties may designate if each of the
conditions specified in Section 6 (other than those conditions requiring the
execution or delivery of a Document or the taking of some action at the Closing)
have been fulfilled (or waived by the party entitled to waive that condition).
The date on which the Closing is held is referred to in this Agreement as the
“Closing Date”.
(b) At
the
Closing, subject to the terms and conditions of this Agreement, the Seller
and
the Company, as the case may be, shall execute and/or deliver to the Purchaser
(i) the certificate(s) representing the Shares, duly endorsed or accompanied
by
a duly executed stock power assigning the Shares to the Purchaser or its
assignee and otherwise in good form for transfer, such documents being
sufficient to vest good title to the Shares in the Purchaser or its permitted
assignee or assignees, free and clear of any Encumbrances, (ii) a certificate
and release of Seller substantially in the form of Exhibit B attached hereto,
(the “Seller’s Certificate”), (iii) all other Documents that are required
expressly pursuant to this Agreement to be delivered by the Seller to Purchaser
at the Closing, and (iv) such other Documents of assignment and transfer as
shall be reasonably required by Purchaser.
(c) At
the
Closing, Seller shall deliver or cause to be delivered the share certificates
as
provided in Paragraph 2.3(b)(i) above.
(d) At
the
Closing, Purchaser shall deliver or cause to be delivered to the Seller the
full
purchase price set forth in 2.2(a) above.
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3. Representations
and Warranties of the Seller. The
Seller represents and warrants to the Purchaser that:
3.1 Authorization. Such
Seller is fully authorized and empowered without restriction to execute and
deliver this Agreement and to perform Seller’s covenants and agreements
hereunder. When executed and delivered by such Seller, this Agreement shall
constitute the valid and legally binding obligation of such Seller enforceable
against such Seller in accordance with its terms, except as may be limited
by
bankruptcy, insolvency or other laws affecting generally the enforceability
of
creditors’ rights and by limitation on the availability of equitable
remedies.
3.2 Disclosure. In
connection with the execution and delivery of this Agreement by the Seller,
the
consummation of the transactions contemplated herein, and the sale of the Shares
by the Seller to the Purchaser, the Seller is not or nor will be in violation
of
the provisions of Rule 10b-5 promulgated by the Securities and Exchange
Commission. The representations and disclosures of the Seller do not contain
any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein not misleading in connection with the purchase
and sale of the Shares hereunder.
3.3 Conflicts. Neither
the execution and delivery of this Agreement by the Seller, nor the consummation
of the transactions contemplated herein, will violate any law, rule, regulation,
writ, judgment, injunction, decree, determination, award or other order of
any
court, government or governmental agency or instrumentality, domestic or
foreign, binding upon the Seller, or conflict with or result in any breach
or
termination of any of the terms of or the creation or imposition of any
mortgage, deed of trust, pledge, lien, security interest or other charge or
encumbrance of any nature pursuant to the terms of any contract or agreement
to
which such Seller is a party or by which such Seller or any of his properties
or
assets is bound.
3.4 Stock
Ownership. Such
Seller owns such Seller’s Shares subject to any mortgage, deed of trust, pledge,
lien, security interest or other charge or encumbrance of any nature, and has
the right to sell and transfer the Shares to the Purchaser hereunder. The
transfer of the Shares to the Purchaser hereunder will pass good and marketable
title to the Shares to the Purchaser subject to said debts, any mortgage, deed
of trust, pledge, lien, security interest or other charge or encumbrance of
any
nature, including, but not limited to, any agreement concerning the Shares
among
the current or prior Shareholders of the Company.
3.5 Not
an
Affiliate. The
Seller is not an “affiliate” of the Company (as that term is defined in Rule
144(a)(1)).
4. Representations
and Warranties of the Purchaser. The
Purchaser represents and warrants to the Seller:
4.1 Authorization
of Agreement. Such
Purchaser is fully authorized and empowered without restriction to execute
and
deliver this Agreement and to perform such Purchaser’s covenants and agreements
hereunder. When executed and delivered by such Purchaser, this Agreement
constitutes the valid and binding obligation of such Purchaser enforceable
against it in accordance with its terms, except to the extent enforceability
may
be limited by bankruptcy, insolvency or other similar laws affecting the
enforcement of creditors’ rights in general and subject to general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law).
5. Other
Agreements of the Parties.
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5.1 Other
Actions. Each
of
the parties shall use its reasonable best efforts to cause the fulfillment
of
all of the conditions to their respective obligations to consummate the sale
of
the Shares at the earliest practicable date. The Seller shall execute and/or
deliver and take such other actions as shall be reasonably requested by the
Purchaser; provided, that no such action shall alter the terms of this
Agreement.
5.2 Expenses. The
Purchaser shall bear his own expenses in connection with its obligations
hereunder and otherwise in connection with this Agreement and the Related
Documents. The Seller shall bear his own expenses and the expenses of the
Company in connection with their and its obligations hereunder and otherwise
in
connection with this Agreement and the Related Documents.
5.3 Transfer
Taxes. Any
Transfer Taxes payable as a result of the sale or purchase of the Shares shall
be paid by the Seller.
6. Conditions
of Closing.
6.1 Conditions
Precedent to the Obligations of all the Parties.
(a) The
purchase of the Shares by the Purchaser and sale of the Shares by the Seller
is
subject to the condition that no provision of any applicable law shall prohibit,
and there shall not be in effect any injunction or restraining order issued
by a
court of competent jurisdiction in any Proceeding against the consummation
of
the sale and purchase of the Shares pursuant to this Agreement.
6.2 Conditions
Precedent to Obligations of the Purchaser. Consummation
of the purchase of the Shares by the Purchaser is also subject to the
fulfillment on or prior to the Closing Date of each of the following
conditions:
(a) Representations
and Warranties. The
representations and warranties of the Seller contained herein shall be true
and
correct at and as of the Agreement Date and shall be true and correct in all
material respects at and as of the Closing Date as if made on the Agreement
Date
(provided that the representations and warranties that are qualified as to
materiality shall be true and correct in all respects at and as of the Closing
Date).
(b) Covenants. The
Seller shall have performed or complied in all material respects with all
obligations, agreements and covenants required to be performed by it hereunder
prior to or on the Closing Date; it being understood however that the Seller
shall have performed and complied in all respects with those obligations,
agreements and covenants required to be performed by them.
6.3 Conditions
Precedent to Obligations of the Seller. Consummation
of the sale of the Shares by the Seller is subject to the fulfillment on or
prior to the Closing Date of each of the following conditions:
(a) Representations
and Warranties. The
representations and warranties of the Purchaser contained herein and in any
Related Document shall be true and correct as of the date hereof and shall
be
true and correct in all material respects as of the Closing Date (provided
that
the representations and warranties that are qualified as to materiality shall
be
true and correct in all respects as of the Closing Date.
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(b) Covenants. The
Purchaser shall have performed or complied in all material respects with all
obligations, agreements and covenants required to be performed by it hereunder
prior to or on the Closing Date it being understood however that the Purchaser
shall have performed and complied in all respects with those obligations,
agreements and covenants required to be performed by it.
7. Termination.
7.1 Means
of
Termination. This
Agreement may be terminated anytime prior to Closing as follows: (a) by
Purchaser by express mutual written consent; or (b) by Purchaser if any
permanent injunction or other order of a governmental authority preventing
the
consummation of the transactions contemplated hereby shall have become final
and
non-appealable; provided, that no party shall be entitled to terminate this
Agreement pursuant to this Section if the reason for such impossibility is
due
to a breach by the party proposing to terminate this Agreement.
7.2 Effect
of
Termination. Termination
of this Agreement pursuant to Section 8.1 shall terminate all obligations of
the
Parties hereunder.
7.3 Cooperation
- Tax Matters. The
Purchaser and Seller shall cooperate fully, as and to the extent reasonably
requested by the other party, in connection with the filing of Tax returns
pursuant to this Section and any audit, litigation or other proceeding with
respect to Taxes. The Purchaser and Seller agree, upon request, to use
reasonable commercial efforts to obtain any certificate or other document from
any governmental authority or any other Person as may be necessary to mitigate
reduce or eliminate any Tax that could be imposed (including, but not limited
to, with respect to the transactions contemplated hereby).
8. Miscellaneous.
8.1 Entire
Agreement, Survival. This
Agreement (together with its Schedules and Exhibits) among the Parties contains,
and is intended as, a complete statement of all of the terms and agreements
among the Parties with respect to the matters provided for herein and supersedes
any previous agreements and understandings among the Parties with respect to
those matters. All of the representations, warranties, covenants and agreements
of each of the Parties contained in this Agreement (including any Exhibit)
and/or in any Related Document shall survive the execution, delivery and
performance of this Agreement and each Related Document, for the period
specified in Section 9.3, it being acknowledged and agreed that there is no
time
limit applicable to the obligations of any Indemnitor to indemnify, defend
and
hold harmless an Indemnitee in respect of any Excepted Indemnification Claims.
This Agreement cannot be changed or terminated orally.
8.2 Jurisdiction
and Governing Law. THIS
AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE
STATE OF NEVADA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING
PROVISION OR RULE (WHETHER OF THE STATE OF NEVADA OR ANY OTHER JURISDICTION)
THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEVADA
TO
BE APPLIED.
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8.3 Schedules;
Tables of Contents and Headings, Notices. Any
Exhibit required to be attached and not attached to this Agreement on the
Agreement Date shall be deemed to have been attached thereto with the following
thereon: “None.” The table of contents and section headings of this Agreement
and titles given to Exhibits to this Agreement are for reference purposes only
and are to be given no effect in the construction or interpretation of this
Agreement. All notices and other communications under this Agreement shall
be in
writing and shall be deemed given when delivered personally (including by
confirmed legible facsimile transmission) or delivered by a responsible
overnight courier service, to the parties at the addresses set forth on Exhibit
12.3 (or to such address as a Party may have specified by notice given to the
other Parties pursuant to this provision).
8.4 Separability. In
the
event that any provision hereof would, under applicable law, be invalid or
unenforceable in any respect (a) such provision shall be enforced to the maximum
extent permissible under applicable law, and (b) the invalidity or
unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, which
shall
remain in full force and effect.
8.5 Miscellaneous
Provisions. All
rights and remedies of any party under any provision of this Agreement shall
be
in addition to any other rights and remedies provided for by any law of any
kind
(including all forms of legal and equitable relief, including specific
performance), all rights and remedies contemplated in the preceding part of
this
sentence shall be independent and cumulative, and may, to the extent permitted
by law, be exercised concurrently or separately, and the exercise of any one
right or remedy shall not be deemed to be an election of such right or remedy
or
to preclude or waive the exercise of any other right or remedy. Any party may
waive compliance by another with any of the provisions of this Agreement
provided that (a) no waiver of any provision shall be construed as a waiver
of
any other provision, and (b) any waiver must be in writing and shall be strictly
construed. This Agreement shall be binding upon and inure to the benefit of
the
parties and their respective successors and permitted assigns. No assignment
of
this Agreement or of any rights or obligations hereunder may be made by any
party (by operation of law or otherwise) without the prior written consent
of
the other parties and any attempted assignment without the required consent
shall be void; provided, that (i) no such consent shall be required for
Purchaser to assign part or all of his rights under this Agreement to one or
more of his respective Affiliates, but no such assignment shall relieve
Purchaser of any of his respective obligations under this Agreement as a primary
obligor and (ii) Purchaser shall have the right, without consent, to assign
this
Agreement and any agreements or other documents relating hereto, as collateral
security for Purchaser’ and/or any of his Affiliates obligations to any of their
lenders, and such lenders shall have the right, without consent, to assign
their
rights in and to this Agreement and any such agreements, certificates or other
documents, to any purchaser or assignee of such lenders’ rights, whether by
foreclosure or otherwise. This Agreement may be executed via counterparts,
each
of which shall be an original, but which together shall constitute one and
the
same Agreement. The provisions of this Agreement (a) are for the sole benefit
of
the parties, and (b) shall not create or be deemed to create any third party
beneficiary rights in any Person not a party to this Agreement. The Purchaser
and the Seller shall indemnify and hold harmless the other from and against
any
and all claims for investment bankers, brokers, finders or similar commissions
(“Third Party Commission”) made by any Person as a result of this Agreement and
the transactions contemplated hereunder to the extent that any such Third Party
Commission was incurred, or alleged to have been incurred, by or through them.
The Seller hereby terminates any and all agreements by and among any of them
in
respect of the Shares, including any and all shareholder agreements or similar
arrangements.
[Execution
page follows]
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SELLER’S
EXECUTION PAGE
IN
WITNESS WHEREOF, this Agreement has been duly executed by the Parties as of
the
date first set forth below on the Purchaser Signature Page.
AND
Exhibit
B
Seller’s
Certificate and Release
Dear
Purchaser set forth on Purchaser’s Execution Page:
I
hereby
agree to sell the number of shares of Common Stock set forth on the Purchaser
Execution Page, of APO Health, Inc., a New York corporation (the “Company”)
owned of record and beneficially by me set forth on the signature page hereof
(the “Shares”) for consideration of that sum set forth on the signature page
hereof. Further, I hereby represent and warrant to you as follows:
1.1. I
am the
record and beneficial owner of the Shares and when executed and delivered by
the
undersigned, this Certificate and Release shall constitute the valid and legally
binding obligation of the undersigned enforceable against the undersigned in
accordance with its terms. The representations made herein do not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein not misleading in connection with the purchase
and sale of the Shares.
1.2. My
execution of this Certificate and Release, and the consummation of the sale
of
the Shares, is based upon management’s representations and upon corporate
counsel’s legal opinion as to the issuance of the Shares, and will not violate
applicable federal or state securities laws and regulations any law, rule,
regulation, judgment, injunction, award, decree, determination or other order
of
any court, government or governmental agency, domestic or foreign, binding
upon
me, or conflict with or result in any breach or termination of any of the terms
of or the creation or imposition of any mortgage, pledge, lien, security
interest or other charge or encumbrance of any nature pursuant to the terms
of
any contract or agreement to which I am a party or by which I or any of my
properties or assets are bound.
1.3. The
Shares are free and clear of any mortgage, pledge, lien, security interest
or
other charge or encumbrance of any nature, and I have the right to sell and
transfer the Shares to the Purchaser hereunder. The transfer of such Shares
to
the Purchaser hereunder will pass good and marketable title to the Shares to
the
Purchaser, free and clear of any mortgage, pledge, lien, security interest
or
other charge or encumbrance of any nature, including, but not limited to, any
agreement concerning the Shares among the current or prior Shareholders of
Company.
2. General
Release - I hereby agree to the following;
KNOW
ALL
MEN BY THESE PRESENTS that the undersigned (the “Releasor”), in consideration of
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, has forever remised, released, discharged, and by these presents
does forever remise, release and discharge the Purchaser (the “Releasees”), of
and from all debts, obligations, liabilities, reckonings, bonds, specialties,
controversies, suits, actions, causes of actions, claims or demands, in law
or
in equity, which against any one or more of the said Releasees, the Releasor
ever had, now has or hereafter can, shall, or may have, for, upon or by reason
of any matter, cause or thing whatsoever, known or unknown, from the beginning
of the world to the day of the date of these Presents (collectively “Claims and
Demands”). Without limiting the generality of this Release, this Release is
intended to and does remise, release and discharge every individual named herein
as a Releasee from every Claim and Demand Releasor could make against a Releasee
individually and/or in the Releasee’s other capacities (including without
limitation, as a director, officer, employee, shareholder, beneficiary and/or
trustee of any entity, including but not limited to any entity under which
any
benefit plan was or is established).
3. Transfer
Taxes. Any
Transfer Taxes payable as a result of the sale or purchase of the Shares shall
be paid by me.
4. Counterparts. This
Exhibit B may be executed via counterparts, each of which shall be an original,
but together shall constitute one and the same.
IN
WITNESS WHEREOF, this Certificate has been duly executed by the undersigned
as
of the date first set forth above.
DATE
of SALE: this 12th
day of May, 2006
| SELLER Paivis, Corp. |
||
| |
|
|
| By: | /s/ Paivis, Corp. | |
|
Paivis, Corp. |
||
| Paivis, Corp. | ||
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Exhibit
A
DEFINITIONS
The
following terms shall have the following meanings when used in this
Agreement:
“Affiliate”
means, as to any Person, any other Person which, directly or indirectly, alone
or together with other Persons, controls or is controlled by or is under common
control with such Person. “Control” “controlled by” and “under common control
with”, as and with respect to any Person, means the power, directly or
indirectly, to direct or cause the direction of the management and policies
of
such Person.
“Agreement
Date” means the date of this Agreement.
“Consents”
means consents, authorization, approvals, actions, waivers and similar
writings.
“Contract”
means any contract, mortgage, indenture, lease, sublease, note, bond, contract,
deed of trust, license, sublicense, purchase order, sales order, undertaking,
understanding, plan, commitment, arrangement, instrument, commitment or other
agreement, oral or written, formal or informal.
“Document”
means any Contract, financial statement, registration, certificate (including
officer’s certificates), application, other writing or other document executed
in connection with the transactions contemplated hereunder.
“Encumbrance”
means any mortgage, pledge, lien, charge, debt, encumbrance, lease, security
interest, license, easement, restriction, encroachment, condition, covenant,
claim, exception, option, equity, right, other interest or other encumbrance
of
any kind or nature (whether absolute, accrued, disputed, contingent, known,
unknown or otherwise).
“Law”
means, as to any Person, the certificate of incorporation and by-laws, and
any
statute, rule, regulation, ordinance, code, guideline, law, judicial decision,
determination, order (including any injunction, judgment, writ, award or decree)
or Consent of a court, other governmental authority or arbitrator, in each
case
applicable to or binding upon such Person, including the conduct of its
business, or any of its assets or revenues or to which such Person or any of
its
assets or revenues are subject.
“Liabilities”
means any liabilities, commitments or other obligations of any kind or nature
whatsoever, known or unknown, accrued, fixed, contingent or otherwise,
liquidated or unliquidated, direct or indirect, ▇▇▇▇▇▇ or inchoate, determined,
determinable or non-determinable, due or to become due.
“Person”
means any individual, corporation, partnership, limited liability company,
trust, association, governmental authority or any other entity.
-8-
“Proceedings”
means any claims, controversies, demands, actions, lawsuits, investigations,
proceedings or other disputes, formal or informal, including any by, involving
or before any arbitrator or any governmental authority.
“Related
Document” means any Schedule, any Exhibit and any other Document (including all
Documents delivered at the Closing) arising out of the execution, delivery
or
performance of this Agreement (whether executed prior to, at or subsequent
to
the Closing).
“Securities
Act” means the Securities Act of 1933, as amended.
“Taxes”
means any and all federal, state, local or foreign taxes or assessments of
any
kind or nature whatsoever, including any and all income, franchise, gross
receipts, sales, alternative, add-on, minimum, employment, real property,
personal property, business, capital stock, use and occupancy, ad valorem,
transfer, license, excise, stamp, other transfer, estimated withholding,
service, payroll and recording taxes and any related penalties, charges,
interest and other additions thereto.
“Transfer
Taxes” means transfer, registration or similar Taxes.
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PURCHASER
EXECUTION PAGE
For
the Sale of
Paivis,
Corp.’s Common Stock of APO Health, Inc., a New York
company
DATE
of SALE: this 12th
day of May, 2006
Total
Number of Shares to be purchased at Closing: 3,046,300
Current
Shares outstanding: 3,209,563
Total
Purchase Price to be paid by Purchaser:
One
Dollar ($1) and the assumption of all the current, contingent and future
debts
of APO Health, Inc., a New York corporation. As at the date above, the
total
asset and total liabilities of APO Health, Inc., a New York corporation
is
approximately $1,097,000, and $1,402,000, respectively, and the net liabilities
is approximately $305,000, subject to auditor review. In Fiscal 2004, APO
Health
Inc., a New York corporation had been listed in lawsuits by two national
medical
suppliers ( ▇▇▇▇▇▇▇
& ▇▇▇▇▇▇ Company and Alcoa, Inc.) each claiming
for $10,000,000 in compensatory damages plus punitive damages. APO Health
Inc. a
New York Corporation is responsible for the resolution of these lawsuits
plus
the accrued costs of counsel fees in defense of these actions.
|
BUYER
KJ
Ventures, Ltd.
|
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| |
|
|
| By: | /s/ ▇▇. ▇▇▇ ▇▇▇▇▇ | |
|
▇▇. ▇▇▇ ▇▇▇▇▇ |
||
| President | ||
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