STOCK PURCHASE AGREEMENT

Transcription

1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into effective as of the day of, 2014, by and between Paula Ring Zerkle, an adult individual with an address of 1838 Alder Lane, Bethlehem, Pennsylvania, ("Seller") and, an adult individual with an address of (hereinafter Purchaser ). W I T N E S S E T H: WHEREAS, Seller is the owner and holder of nine-hundred-eighty (980) shares of common stock of Immuexa Corporation, a Pennsylvania corporation (the "Corporation"); and WHEREAS, Seller wishes to sell to Purchaser, and Purchaser wishes to acquire from Seller, ( ) shares of common stock pursuant to the terms and conditions hereinafter set forth; and WHEREAS, as evidenced by the signature of the Secretary of the Corporation affixed hereto, the Corporation and all shareholders have waived any and all purchase rights pursuant to Bylaw 6.06 and the Corporation and any and all shareholders consent to the conveyance provided hereunder. NOW, THEREFORE, in consideration of the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, Purchaser and Seller agree as follows: 1. Purchase and Sale of Stock. Effective, 2014, Seller hereby agrees to sell, transfer, assign and deliver to Purchase and Purchaser agrees to purchase from Seller ( ) shares of common stock of the Corporation (the "Stock"). 2. Purchase Price and Method of Payment. The purchase price for the Stock shall be ($ ) each (the "Purchase Price"), payable in cash, credit card, by cashiers' or certified check, or by wire transfer, delivered by Purchaser to Seller on or before the Closing Date. 3. Representations and Warranties of Seller. Seller represents and warrants to Purchaser as follows: 3.1 No Conflict. The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated do not and will not conflict with, or result in a breach of any term or provision of, or constitute a default under, any agreement, indenture, mortgage, deed of trust or other instrument to which Seller is a party or by which it is bound or to which its properties are subject, or any law, rule, regulation, judgment, order or decree. 3.2 Capital Stock. The Stock (i) is validly issued and outstanding; (ii) is fully

2 paid and non-assessable; (iii) is not owned, held or issued in violation of any preemptive right of shareholders or others; and (iv) is owned of record by Seller, free and clear of all liens, charges and encumbrances. There are no commitments, plans or arrangements to issue, and no outstanding options, warrants or other rights calling for the issuance of, shares of capital stock of the Corporation, except as contemplated by this Agreement. 3.3 Compliance with Laws. To the best of Seller s knowledge, Seller has not violated and has not caused the Corporation or any of its employees to violate any laws, ordinances, or regulations in any way applicable to the Corporation or the conduct of its business. 3.4 Acts, Occurrences and Circumstances. To the best of Seller s knowledge, there are no acts, occurrences, or circumstances which have occurred with respect to the Corporation which are likely to materially adversely affect the Corporation, its assets, shareholders, or the conduct of its business. This shall not be deemed to apply to general business conditions in the Lehigh Valley. 3.5 Notice of Violations. Seller has not received any notice alleging any violation of any applicable laws, ordinances, or regulations in any way relating to the Corporation or the conduct of its business or the business premises. 4. Representations and Warranties of Purchaser. Purchaser represents and warrants to Seller that: 4.1 No Conflict. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not conflict or be inconsistent with or result in the termination of or result in any breach of or constitute a default under the terms of any indenture, mortgage, deed of trust, covenant, agreement, or other instrument to which Purchaser is a party or to which any of its property is subject. 4.2 Securities Laws. Purchaser is acquiring the shares of capital stock of the Corporation hereunder for its own account for investment, with no present intention of reselling or otherwise distributing the same except (i) pursuant to an offering of shares duly registered under the Securities Act of 1933, as amended, or (ii) under other circumstances which in the opinion of counsel to the Corporation at the time does not require registration under such Act. 5. Covenants and Further Agreements. 5.1 Brokers and Consultants. The parties represent and warrant to each other that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not give rise to any valid claim against any of the parties hereto for a finder's fee, brokerage commission, or other like payment. 2

3 5.2 Further Assurances. The parties hereto agree to execute and deliver or cause to be executed and delivered at the Closing or at other reasonable times and places such additional instruments as another party hereto may reasonably request for the purpose of carrying out this Agreement. 5.3 Indemnification. (a) Seller covenants and agrees to indemnify and hold harmless the Purchaser from and against any loss, claim, liability, obligation or expense (including reasonable attorneys' fees) incurred or sustained by Purchaser on account of any misrepresentation or breach of any warranty, covenant, or agreement of Seller contained in this Agreement. (b) Purchaser covenant and agree to indemnify and hold harmless Seller from and against any loss, claim, liability, obligation or expense (including reasonable attorneys' fees) (i) incurred or sustained on account of any misrepresentation or breach of any warranty, covenant or agreement of Purchaser contained in this Agreement or (ii) arising out of the conduct of the business of the Corporation after the Closing Date. 5.4 Expenses. Each party shall pay its own expenses and costs, including without limitation counsel fees, incurred in connection with the consummation of this Agreement and the transactions contemplated hereby. 6. Conditions to Obligation of Purchaser. The obligations of Purchaser at the Closing to consummate the transactions herein contemplated are subject to the fulfillment at or prior to the Closing of each of the following conditions: 6.1 Accuracy of Representations and Warranties. The representations and warranties of Seller contained in this Agreement and in any exhibit or other document delivered pursuant hereto shall be accurate and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date. 6.2 Performance of Agreements. Each agreement of Seller to be performed on or before the Closing Date pursuant to the terms hereof or as contemplated herein shall have been duly performed. 7. Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions herein contemplated are subject to the satisfaction on or before the Closing Date of the following conditions: 7.1 Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement shall be accurate and correct on and as of the 3

4 Closing Date with the same effect as though such representations and warranties had been made on and as of such date. 7.2 Performance of Agreements. Each agreement of Purchaser to be performed on or before the Closing Date pursuant to the terms hereof or as contemplated herein shall have been duly performed. 8. The Closing. 8.1 Date and Place. The closing of the transactions contemplated by this Agreement (the "Closing") shall be held at such other time and date as the parties hereto may agree at such other as the parties may mutually agree. 8.2 Seller's Deliveries at Closing. At the Closing, Seller shall deliver or cause to be delivered to Purchaser a stock certificates, endorsed in blank or accompanied by duly executed stock powers, the aggregate of such certificates representing the Stock of the Corporation and all other instruments, documents and opinions required to be delivered by Seller under this Agreement or which Purchaser may reasonably request for the purpose of closing this Agreement. 8.3 Purchaser's Deliveries at Closing. At the Closing, Purchaser shall pay and deliver to Seller the Purchase Price in the amount and form specified hereinbefore in Section 2 and shall deliver all other instruments, documents and opinions required to be delivered by Purchaser under this Agreement or which Seller may reasonably request for the purpose of closing this Agreement. 9. Benefits. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their assigns and successors in interest. 10. Notices. Any notice or other communication required or permitted hereunder shall be sufficiently given if sent by certified mail, postage prepaid, to the addresses provided above. Any such notice or communication shall be deemed to have been given as of the date so mailed. 11. Governing Law. This Agreement and the agreements contemplated hereby shall be construed in accordance with and governed by the laws of Pennsylvania. 12. Counterparts. This Agreement may be executed in several counterparts, all of which taken together shall constitute one instrument. 13. Severability. If any clause, provision or section of this Agreement shall be held illegal or invalid by any court, the illegality or invalidity of such clause, provision or section shall not affect the remainder of this Agreement which shall be construed and enforced as if such illegal or invalid clause, provision or section had not been contained in this Agreement. If any agreement 4

5 or obligation contained in this Agreement is held to be in violation of law, then such agreement or obligation shall be deemed to be the agreement or obligation of the respective party hereto only to the extent permitted by law. 14. Headings. The descriptive headings of the several sections of this Agreement are inserted for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof. 15. Entire Agreement. All understandings and agreements between the parties are merged into this Agreement which fully and completely expresses their agreements and supersedes any prior agreement or understanding relating to the subject matter, and no party has made any representations or warranties, express or implied, not herein expressly set forth. This Agreement shall not be changed or terminated except by written amendment signed by the parties hereto. IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a duly authorized officer, and each Shareholder has signed this Agreement as of the date first shown above. ATTEST: IMMUEXA CORPORATION Secretary By: President ATTEST: PURCHASER Witness By: 5