Exhibit 10.3
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of May 31, 2012 (this "Agreement"), by
and among Guru Health Inc., (the "Company"), Jessica Bradshaw (the "Seller") and
Matthew Christopherson (the "Purchaser"). Each of the Company, the Seller and
the Purchaser are referred to herein as a "Party" and collectively, as the
"Parties".
BACKGROUND
Seller intends to sell and Purchaser intends to purchase 1,000,000 shares
of common stock (the "Seller Shares") of Company. The Seller Shares represent
approximately 22% of the issued and outstanding capital stock of the Company.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and covenants herein contained, the Seller and the Purchaser hereby agree as
follows:
1. Purchase and Sale.
The Seller shall sell, transfer, convey and deliver unto the Purchaser the
Seller Shares, and the Purchaser shall acquire and purchase from the Seller the
Seller Shares.
2. Purchase Price. The purchase price (the "Purchase Price") for the Seller
Shares, in the aggregate, is $5,000, payable at Closing (defined below).
3. The Closing.
(a) General. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place by exchange of documents among the
Parties by fax or courier, as appropriate, following the satisfaction or waiver
of all conditions to the obligations of the Parties to consummate the
transactions contemplated hereby (other than conditions with respect to actions
the respective Parties will take at the Closing itself) at such date as the
Purchaser and the Seller may mutually determine (the "Closing Date").
(b) Deliveries at the Closing. At the Closing: (i) the Seller shall
deliver to the Purchaser the various certificates, instruments, and documents
referred to in Section 9(a) below; (ii) the Purchaser shall deliver to the
Seller the various certificates, instruments, and documents referred to in
Section 9(b) below; (iii) the Purchaser shall deliver the Purchase Price; (iv)
an executed agreement between the Seller and the Company for the vend out of the
Subsidiary; and (v) the Seller shall deliver to the Purchaser a certificates
evidencing the Seller Shares (the "Certificate"), endorsed in blank or
accompanied by duly executed assignment documents and including a Medallion
Guarantee or other form of transfer document acceptable to the Company's
transfer agent.
4. Representations and Warranties of the Seller.
The Seller represents and warrants to the Purchaser that the statements
contained in this Section 4, with respect to such Seller, are correct and
complete as of the date of this Agreement and will be correct and complete as of
the Closing Date (as though made then and as though the Closing Date were
substituted for the date of this Agreement throughout this Section 4).
(a) The Seller has the power and authority to execute, deliver and
perform its obligations under this Agreement and to sell, assign, transfer and
deliver to the Purchaser the Seller Shares as contemplated hereby. No permit,
consent, approval or authorization of, or declaration, filing or registration
with any governmental or regulatory authority or consent of any third party is
required in connection with the execution and delivery by Seller of this
Agreement and the consummation of the transactions contemplated hereby.
(b) Neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated hereby or compliance with the
terms and conditions hereof by the Seller will violate or result in a breach of
any term or provision of any agreement to which any Seller is bound or is a
party, or be in conflict with or constitute a default under, or cause the
acceleration of the maturity of any obligation of the Seller under any existing
agreement or violate any order, writ, injunction, decree, statute, rule or
regulation applicable to the Seller or any properties or assets of the Seller.
(c) This Agreement has been duly and validly executed by the Seller,
and constitutes the valid and binding obligation of the Seller, enforceable
against the Seller in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency or other laws affecting creditors' rights
generally or by limitations, on the availability of equitable remedies.
(d) The Seller shall indemnify, defend and hold harmless Purchaser
from and against all liabilities incurred by Purchaser, directly or indirectly,
including without limitation, all reasonable attorney's fees and court costs,
arising out of or in connection with the purchase of the Seller's respective
Seller Shares set forth in this Agreement, except where fraud, intent to defraud
or default of payment evolves on the part of Purchaser.
(e) The Seller owns the Seller Shares free and clear of all liens,
charges, security interests, encumbrances, claims of others, options, warrants,
purchase rights, contracts, commitments, equities or other claims or demands of
any kind (collectively, "Liens"), and upon delivery of the Seller Shares to the
Purchaser, the Purchaser will acquire good, valid and marketable title thereto
free and clear of all Liens. The Seller is not a party to any option, warrant,
purchase right, or other contract or commitment that could require the Seller to
sell, transfer, or otherwise dispose of any capital stock of the Company (other
than pursuant to this Agreement). The Seller is not a party to any voting trust,
proxy, or other agreement or understanding with respect to the voting of any
capital stock of the Company.
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5. Representations and Warranties Concerning the Company. The Company and
Seller jointly and severally represent and warrant to the Purchaser that the
statements contained in this Section 5 are correct and complete as of the date
of this Agreement and will be correct and complete as of the Closing Date (as
though made then and as though the Closing Date were substituted for the date of
this Agreement throughout this Section 5).
(a) SEC Reports. The Company has filed all reports, registration
statements, definitive proxy statements and other documents and all amendments
thereto and supplements thereof required to be filed by it with the U.S.
Securities and Exchange Commission (the "SEC Reports"), all of which have
complied in all material respects with the applicable requirements of the
Securities Act, the Exchange Act and the rules and regulations promulgated
thereunder. As of the respective dates of filing in final or definitive form
(or, if amended or superseded by a subsequent filing, then on the date of such
subsequent filing), none of the Company's SEC Reports contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances in which they were made, not misleading.
(b) Organization of Company. The Company is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Nevada. The Company is duly authorized to conduct business and is in good
standing under the laws in every jurisdiction in which the ownership or use of
property or the nature of the business conducted by it makes such qualification
necessary except where the failure to be so qualified or in good standing would
not have a Material Adverse Effect. "Material Adverse Effect" means any material
adverse effect on the business, operations, assets, financial condition or
prospects of the Company or its Subsidiaries, if any, taken as a whole or on the
transactions contemplated hereby or by the agreements or instruments to be
entered into in connection herewith. The Company has full corporate power and
authority and all licenses, permits, and authorizations necessary to carry on
its business. Except for the Subsidiary, the Company has no subsidiaries and
does not control any entity, directly or indirectly, or have any direct or
indirect equity participation in any other entity.
(c) Capitalization; No Restrictive Agreements.
(i) The Company's authorized capital stock, as of the date of
this Agreement, consists of 75,000,000 shares of Common Stock, $0.001 par value
per share, of which 4,600,000 shares are issued and outstanding.
(ii) The Company has not reserved any shares of its Common Stock
for issuance upon the exercise of options, warrants or any other securities that
are exercisable or exchangeable for, or convertible into, Common Stock. All of
the issued and outstanding shares of Common Stock are validly issued, fully paid
and non-assessable and have been issued in compliance with applicable laws,
including, without limitation, applicable federal and state securities laws.
There are no outstanding options, warrants or other rights of any kind to
acquire any additional shares of capital stock of the Company or securities
exercisable or exchangeable for, or convertible into, capital stock of the
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Company, nor is the Company committed to issue any such option, warrant, right
or security. There are no agreements relating to the voting, purchase or sale of
capital stock (i) between or among the Company and any of its stockholders, (ii)
between or among the Seller and any third party, or (iii) between or among any
of the Company's stockholders. The Company is not a party to any agreement
granting any stockholder of the Company the right to cause the Company to
register shares of the capital stock of the Company held by such stockholder
under the Securities Act.
(d) Financial Statements. The Seller has provided the Purchasers with
audited balance sheets and statements of operations, changes in stockholders'
deficit and cash flows for the year ended May 31, 2011 and unaudited statements
for the period ended February 29, 2012 (collectively, the "Financial
Statements"). The Financial Statements have been prepared in accordance with
United States generally accepted accounting principles applied on a consistent
basis, fairly present the financial condition, results of operations and cash
flows of the Company as of the respective dates thereof and for the periods
referred to therein and are consistent with the books and records of the
Company. The Company does not have any liability (whether known or unknown,
whether asserted or unasserted, whether absolute or contingent, whether accrued
or unaccrued, whether liquidated or unliquidated, and whether due or to become
due), including any liability for taxes, except for liabilities expressly
specified in the Financial Statements (none of which results from, arises out
of, relates to, is in the nature of, or was caused by any breach of contract,
breach of warranty, tort, infringement, or violation of law).
(e) Absence of Certain Changes. Since February 29, 2012 there has not
been any event or condition of any character which has materially adversely
affected, or may be expected to materially adversely affect, the Company's
business or prospects, including, but not limited to any material adverse change
in the condition, assets, liabilities (existing or contingent) or business of
the Company from that shown in the Financial Statements.
(f) Legal Proceedings. As of the date of this Agreement, there is no
legal, administrative, investigatory, regulatory or similar action, suit, claim
or proceeding which is pending or threatened against the Company which, if
determined adversely to the Company, could have, individually or in the
aggregate, a Material Adverse Effect.
(g) Legal Compliance. The Company has complied in all material
respects with all applicable laws (including rules, regulations, codes, plans,
injunctions, judgments, orders, decrees, rulings, and charges thereunder) of all
applicable governmental authorities, and no action, suit, proceeding, hearing,
investigation, charge, complaint, claim, demand, or notice has been filed or
commenced against the Company alleging any failure so to comply. Neither the
Company, nor any officer, director, employee, consultant or agent of the Company
has made, directly or indirectly, any payment or promise to pay, or gift or
promise to give or authorized such a promise or gift, of any money or anything
of value, directly or indirectly, to any governmental official, customer or
supplier for the purpose of influencing any official act or decision of such
official, customer or supplier or inducing him, her or it to use his, her or its
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influence to affect any act or decision of an applicable governmental authority
or customer, under circumstances which could subject the Company or any
officers, directors, employees or consultants of the Company to administrative
or criminal penalties or sanctions.
(h) Tax Matters.
(i) The Company has filed all state and federal tax returns that
it was required to file. All such tax returns were correct and complete in all
material respects. All taxes owed by the Company have been paid. The Company is
not currently the beneficiary of any extension of time within which to file any
tax return. No claim has ever been made by an authority in a jurisdiction where
the Company does not file tax returns that it is or may be subject to taxation
by that jurisdiction. There are no security interests or Liens on any of the
assets of the Company that arose in connection with any failure (or alleged
failure) to pay any tax.
(ii) The Company has withheld and paid all taxes required to have
been withheld and paid in connection with amounts paid or owing to any employee,
independent contractor, creditor, stockholder, or other third party.
(iii) The Seller does not expect any authority to assess any
additional taxes for any period for which tax returns have been filed. There is
no dispute or claim concerning any Liability with respect to any taxes (a "Tax
Liability") of the Company either (A) claimed or raised by any authority in
writing or (B) as to which the Company and the Seller has knowledge based upon
personal contact with any agent of such authority. No tax returns of the Company
have ever been audited or are currently the subject of an audit. The Seller has
delivered to the Purchaser correct and complete copies of all federal and state
income and other material tax returns, examination reports, and statements of
deficiencies assessed against or agreed to by the Company since inception.
(i) Liabilities of the Company. The Company's liabilities will be paid
off at or prior to the Closing and will in no event become the liability of the
Purchaser or remain the liabilities of the Company following the Closing.
(j) Disclosure. No representation or warranty by the Seller contained
in this Agreement, and no statement contained in any document, certificate or
other instrument delivered or to be delivered by or on behalf of the Seller
pursuant to this Agreement, contains or will contain any untrue statement of a
material fact or omit or will omit to state any material fact necessary, in
light of the circumstances under which it was or will be made, in order to make
the statements herein or therein not misleading.
6. Representations and Warranties of the Purchaser.
The Purchaser represents and warrants to the Seller as follows:
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(a) The Purchaser has full power and authority to enter into this
Agreement and to carry out the transactions contemplated hereby. This Agreement
constitutes a valid and binding obligation of the Purchaser enforceable in
accordance with its terms, except as (i) the enforceability hereof may be
limited by bankruptcy, insolvency or similar laws affecting the enforceability
of creditor's rights generally and (ii) the availability of equitable remedies
may be limited by equitable principles of general applicability.
(b) Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby, nor compliance by the
Purchaser with any of the provisions hereof will: violate, or conflict with, or
result in a breach of any provision of, or constitute a default (or an event
which, with notice or lapse of time or both, would constitute a default) under,
or result in the termination of, or accelerate the performance required by, or
result in the creation of any Lien upon any of the properties or assets of the
Purchaser under any of the terms, conditions or provisions of any material note,
bond, indenture, mortgage, deed or trust, license, lease, agreement or other
instrument or obligation to which he is a party or by which he or any of his
properties or assets may be bound or affected, except for such violations,
conflicts, breaches or defaults as do not have, in the aggregate, any material
adverse effect; or violate any material order, writ, injunction, decree,
statute, rule or regulation applicable to the Purchaser or any of its properties
or assets, except for such violations which do not have, in the aggregate, any
material adverse effect.
(c) The Purchaser is acquiring the Seller Shares for its own account
for investment and not for the account of any other person and not with a view
to or for distribution, assignment or resale in connection with any distribution
within the meaning of the Securities Act. The Purchaser agrees not to sell or
otherwise transfer the Seller Shares unless they are registered under the
Securities Act and any applicable state securities laws, or an exemption or
exemptions from such registration are available. The Purchaser has knowledge and
experience in financial and business matters such that it is capable of
evaluating the merits and risks of acquiring the Seller Shares.
(d) No permit, consent, approval or authorization of, or declaration,
filing or registration with any governmental or regulatory authority or the
consent of any third party is required in connection with the execution and
delivery by the Purchaser of this Agreement and the consummation of the
transactions contemplated hereby.
7. Brokers and Finders.
There are no finders and no parties shall be responsible for the payment of
any finders' fees other than as specifically set forth herein. Other than the
foregoing, neither the Seller, nor any of its directors, officers or agents on
their behalf, have incurred any obligation or liability, contingent or
otherwise, for brokerage or finders' fees or agents' commissions or financial
advisory services or other similar payment in connection with this Agreement.
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8. Pre-Closing Covenants.
The Parties agree as follows with respect to the period between the
execution of this Agreement and the Closing.
(a) General. Each of the Parties will use his or its best efforts to
take all action and to do all things necessary, proper, or advisable in order to
consummate and make effective the transactions contemplated by this Agreement
(including satisfaction, but not waiver, of the closing conditions set forth in
Section 9 below).
(b) Notices and Consents. Each of the Parties will give any notices
to, make any filings with, and use its best efforts to obtain any
authorizations, consents, and approvals of governmental authorities necessary in
order to consummate the transactions contemplated hereby.
9. Post-Closing Covenants. The Parties agree that if at any time after the
Closing any further action is necessary or desirable to carry out the purposes
of this Agreement, each of the Parties will take such further action (including
the execution and delivery of such further instruments and documents) as any
other Party may reasonably request, all at the sole cost and expense of the
requesting Party.
10. Conditions to Obligation to Close.
(a) Conditions to Obligation of the Purchaser.
The obligation of the Purchaser to consummate the transactions to be
performed by the Purchaser in connection with the Closing are subject to
satisfaction of the following conditions:
(i) the representations and warranties set forth in Sections 4
and 5 above shall be true and correct in all material respects at and as of the
Closing Date;
(ii) the Seller shall have performed and complied with all of her
covenants hereunder in all material respects through the Closing;
(iii) no action, suit, or proceeding shall be pending or
threatened before any court or quasi-judicial or administrative agency of any
federal, state, local, or foreign jurisdiction or before any arbitrator wherein
an unfavorable injunction, judgment, order, decree, ruling, or charge would (A)
prevent consummation of any of the transactions contemplated by this Agreement
or (B) cause any of the transactions contemplated by this Agreement to be
rescinded following consummation (and no such injunction, judgment, order,
decree, ruling, or charge shall be in effect);
(iv) the Purchaser shall have received the resignation of the
sole officer and director of the Company and the designees specified by the
Purchaser will have been appointed as officers and directors of the Company; and
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(v) the Purchaser will have received such pay-off letters and
releases relating to outstanding indebtedness and liabilities as it will have
reasonably requested and such pay-off letters and releases will be in form and
substance reasonably satisfactory to the Purchaser.
The Purchaser may waive any condition specified in this Section 10(a) at or
prior to the Closing in writing executed by the Purchaser.
(b) Conditions to Obligation of the Seller.
The obligations of the Seller to consummate the transactions to be
performed by her in connection with the Closing are subject to satisfaction of
the following conditions:
(i) the representations and warranties set forth in Section 6
above shall be true and correct in all material respects at and as of the
Closing Date;
(ii) the Purchaser shall have performed and complied with all of
its covenants hereunder in all material respects through the Closing;
(iii) no action, suit, or proceeding shall be pending or
threatened before any court or quasi-judicial or administrative agency of any
federal, state, local, or foreign jurisdiction or before any arbitrator wherein
an unfavorable injunction, judgment, order, decree, ruling, or charge would (A)
prevent consummation of any of the transactions contemplated by this Agreement
or (B) cause any of the transactions contemplated by this Agreement to be
rescinded following consummation (and no such injunction, judgment, order,
decree, ruling, or charge shall be in effect); and
(iv) all actions to be taken by the Purchaser in connection with
consummation of the transactions contemplated hereby and all certificates,
instruments, and other documents required to effect the transactions
contemplated hereby will be satisfactory in form and substance to the Seller.
The Seller may waive any condition specified in this Section 10(b) at or
prior to the Closing in writing executed by the Seller.
11. Miscellaneous.
(a) Facsimile Execution and Delivery. Facsimile execution and delivery
of this Agreement is legal, valid and binding execution and delivery for all
purposes.
(b) No Third-Party Beneficiaries. This Agreement shall not confer any
rights or remedies upon any person other than the Parties and their respective
successors and permitted assigns.
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(c) Entire Agreement. This Agreement (including the documents referred
to herein) constitutes the entire agreement among the Parties and supersedes any
prior understandings, agreements, or representations by or among the Parties,
written or oral, to the extent they related in any way to the subject matter
hereof.
(d) Succession and Assignment. This Agreement shall be binding upon
and inure to the benefit of the Parties named herein and their respective
successors and permitted assigns. No Party may assign either this Agreement or
any of his or its rights, interests, or obligations hereunder without the prior
written approval of the Purchaser and the Seller; provided, however, that the
Purchaser may (i) assign any or all of its rights and interests hereunder to one
or more of its Affiliates, and (ii) designate one or more of its affiliates to
perform its obligations hereunder, but no such assignment shall operate to
release Purchaser or a successor from any obligation hereunder unless and only
to the extent that Seller agrees in writing.
(e) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
(f) Headings. The Section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
(g) Notices. All notices and other communications hereunder shall be
in writing and shall be deemed given if delivered personally or by commercial
delivery service, or mailed by registered or certified mail (return receipt
requested) or sent via facsimile (with confirmation of receipt) to the parties.
(h) Governing Law. This Agreement shall be governed by and construed
in accordance with the domestic laws of the State of Nevada without giving
effect to any choice or conflict of law provision or rule (whether of the State
of Nevada or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of Nevada.
(i) Amendments and Waivers. No amendment of any provision of this
Agreement shall be valid unless the same shall be in writing and signed by the
Purchaser and the Seller or their respective representatives. No waiver by any
Party of any default, misrepresentation, or breach of warranty or covenant
hereunder, whether intentional or not, shall be deemed to extend to any prior or
subsequent default, misrepresentation, or breach of warranty or covenant
hereunder or affect in any way any rights arising by virtue of any prior or
subsequent such occurrence.
(j) Severability. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.
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(k) Expenses. Each of the Parties will bear his or its own costs and
expenses (including legal fees and expenses) incurred in connection with this
Agreement and the transactions contemplated hereby.
(l) Construction. The Parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring any Party by virtue of the authorship of any of
the provisions of this Agreement. Any reference to any federal, state or local
statute or law shall be deemed also to refer to all rules and regulations
promulgated thereunder, unless the context requires otherwise. The word
"including" shall mean including without limitation. The Parties intend that
each representation, warranty, and covenant contained herein shall have
independent significance. If any Party has breached any representation,
warranty, or covenant contained herein in any respect, the fact that there
exists another representation, warranty, or covenant relating to the same
subject matter (regardless of the relative levels of specificity) which the
Party has not breached shall not detract from or mitigate the fact that the
Party is in breach of the first representation, warranty, or covenant. Nothing
in the disclosure Schedules attached hereto shall be deemed adequate to disclose
an exception to a representation or warranty made herein, however, unless the
disclosure Schedules identifies the exception with particularity and describes
the relevant facts in detail. Without limiting the generality of the foregoing,
the mere listing (or inclusion of a copy) of a document or other item in the
disclosure Schedules or supplied in connection with the Purchaser' due diligence
review, shall not be deemed adequate to disclose an exception to a
representation or warranty made herein (unless the representation or warranty
has to do with the existence of the document or other item itself).
(m) Specific Performance. Each of the Parties acknowledges and agrees
that the other Party would be damaged irreparably in the event any of the
provisions of this Agreement are not performed in accordance with their specific
terms or otherwise are breached. Accordingly, each of the Parties agrees that
the other Party shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Agreement and to enforce specifically this
Agreement and the terms and provisions hereof in any action instituted in any
court of the United States or any state thereof having jurisdiction over the
Parties and the matter (subject to the provisions set forth in Section 11(o)
below), in addition to any other remedy to which they may be entitled, at law or
in equity.
(n) Submission to Jurisdiction. Each of the Parties submits to the
jurisdiction of any state or federal court sitting in Nevada, in any action or
proceeding arising out of or relating to this Agreement and agrees that all
claims in respect of the action or proceeding may be heard and determined in any
such court. Each of the Parties waives any defense of inconvenient forum to the
maintenance of any action or proceeding so brought and waives any bond, surety,
or other security that might be required of any other Party with respect
thereto. Any Party may make service on any other Party by sending or delivering
a copy of the process to the Party to be served at the address and in the manner
provided for the giving of notices in Section 11(g) above. Nothing in this
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Section 11(n), however, shall affect the right of any Party to bring any action
or proceeding arising out of or relating to this Agreement in any other court or
to serve legal process in any other manner permitted by law or at equity. Each
Party agrees that a final judgment in any action or proceeding so brought shall
be conclusive and may be enforced by suit on the judgment or in any other manner
provided by law or at equity.
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IN WITNESS WHEREOF, the Seller and the Purchase have caused this Stock
Purchase Agreement to be executed and delivered by their respective officers
thereunto duly authorized, all as of the date first written above.
PURCHASER:
By: /s/ Matthew Christopherson
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SELLER:
/s/ Jessica Bradshaw
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Jessica Bradshaw
GURU HEALTH INC.:
By: /s/ Matthew Christopherson
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Name: Matthew Christopherson, President
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