Converted by EDGARwiz
AGREEMENT
TO PURCHASE AND SELL ONE HUNDRED PERCENT (100%)
OF THE ISSUED AND OUTSTANDING SHARES OF
QOLPOM, INC.
AND ITS ASSETS, INTELLECTUAL PROPERTY AND INVENTORY
THIS AGREEMENT TO PURCHASE AND SELL ONE HUNDRED PERCENT (100%) OF THE
ISSUED AND OUTSTANDING SHARES OF QOLPOM, INC. AND ITS ASSETS AND
INVENTORY (“AGREEMENT”) IS MADE AS OF AUGUST 31, 2016 (the “EFFECTIVE
DATE”) BY AND BETWEEN:
Parallax Health Sciences, Inc., a Nevada corporation, with its principal
address at 1327 Ocean Avenue Suite M Santa Monica, CA 90401
(“PARALLAX”);
AND
QOLPOM, Inc., an Arizona corporation, with its principal address at 504 W.
29th St, Tucson, AZ 85713 (“QOLPOM” or “Selling Entity”);
AND
David Bradley, Michael Prudence, Daniel J. Ranieri and the Intellectual
Property Network, Inc. a Delaware corporation represent one hundred
(100%) percent of the shareholders of QOLPOM, with an address at 504 W.
29th St, Tucson, AZ 85713 (“Selling Shareholders”)
WHEREAS, Selling Shareholders are the registered and beneficial owners of one hundred and
fifty (150) shares of Common stock representing one hundred (100%) percent of the issued and
outstanding common shares of the capital stock of QOLPOM (the “QOLPOM Shares”); and
WHEREAS, PARALLAX desires to buy and Selling Shareholders desires to sell the QOLPOM
Shares; and
WHEREAS, PARALLAX desires to buy and Selling Shareholders and QOLPOM desire to sell
all of the assets used in connection with the business (the “Assets”) and the inventory at the date of
Closing (“Inventory”).
NOW THEREFORE, in consideration of the premises and the mutual promises herein
made, and in consideration of the representations, warranties and covenants herein contained, and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows.
Parllax Health Sciences, Inc QOLPOM, Inc. Purchase and Sale Agreement
Confidential
August 31, 2016
1.
DEFINITIONS
1.1
Definitions. In addition to definitions provided herein, the following terms have the
meanings set forth below, unless the context indicates otherwise.
(a)
“1933 Act” means the Securities Act of 1933, as amended.
(b)
“Agreement” means this Agreement, and all the exhibits, Schedules and other
documents attached to or referred to in this Agreement, and all amendments and
supplements, if any, to this Agreement.
(c)
“Assets” means all of the assets used in connection with the business of QOLPOM,
whether owned by Selling Shareholders or QOLPOM. Specifically included in the term
Assets shall be each and every license or authority of any sort (a) used by the Sellers or
any employee or associate of the Sellers or (b) necessary for the conduct of the business
of the Sellers.
(d)
“Cash Earn-out” means the cash which is to be received based on terms and conditions
of the Earn-out provision in Section 2.7 paragraph B.
(e)
“Closing” means the event at which the Selling Shareholders shall deliver to
PARALLAX the QOLPOM Shares and QOLPOM shall deliver to PARALLAX title to
the Assets and the Inventory.
(f)
“Closing Date” means a date mutually agreed upon by the Parties hereto in writing
following the satisfaction or waiver by PARALLAX and Selling Shareholders of the
conditions precedent specified herein, such date to be no later than September 30, 2016.
(g)
“Closing Documents” means the papers, instruments and documents required to be
executed and delivered on or before the Closing Date pursuant to this Agreement.
Detailed in Section 7 of this Agreement.
(h)
“Contract” means each material contract, agreement, license, permit, arrangement,
commitment, instrument or contract to which PARALLAX, QOLPOM or Selling
Shareholders is a party.
(i)
“Copyrights” means all copyrights in both published works and unpublished works.
(j)
“COGS” Cost of Goods Sold, are the direct costs attributable to the production
of the products sold/leased by QOLPOM. This amount includes the cost of the
materials used in creating the products, cost of the lease from the vendor (Phillips)
and any direct labor costs used to produce the products. It excludes indirect
expenses such as distribution costs and sales force costs. COGS will be deducted
from QOLPOM’s gross revenue to calculate the “Adjusted Gross Revenue.”
(k)
“Common Stock Purchase Agreement”, means the legal Agreement issued by
PARALLAX to the Selling Shareholders as part of the Equity Consideration that
memorializes the purchase of Common Stock by the Selling Shareholders herein
as Schedule “Q”.
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(l)
“Disclose,” “Disclosed” and “Disclosure” means any information and/or
documentation requested by a Party from another Party.
(m)
“Employment Agreement” means the executive employment agreement between
QOLPOM and Nathaniel T. Bradley.
(n)
“Employee Stock Option Plan of PARALLAX” means the Parallax Health Sciences,
Inc (“PARALLAX”) 2016 Stock Option Plan is intended to encourage ownership of
Shares of PARALLAX by certain employees of the Company or of its Parents or
Subsidiaries and certain other Persons, to provide additional incentive for them to remain
in the employ of the Company or its Parents or Subsidiaries, and to promote the growth
and success of the Company and such Parents and Subsidiaries. It is intended that the
Options issued pursuant to the Plan shall constitute either incentive stock options within
the meaning of Section 422 of the Code and the regulations thereunder or non-incentive
stock options.
(o)
“Environmental Laws” means any applicable federal, state, municipal or local laws,
regulations, orders, governmental decrees or ordinances concerning environmental,
health or safety matters.
(p)
“Evaluation Date” means the period prior to Aug 31, 2016.
(q)
“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.
(r)
“Exhibits” means any supplemental documentation attached hereto and titled “Exhibit.”
(s)
“Equity Consideration” means a grant from PARALLAX to the Selling Shareholders to
purchase five million (5,000,000) Shares of PARALLAX Common Stock.
(t)
“Equity Consideration Purchase Price” means the number of Shares of Common stock
that comprise the Equity Consideration multiplied by the par value of $.001 per share as
well as the Options at the agreed upon strike price below in Section 2.6.
(u)
“FINRA” means Financial Industry Regulatory Authority.
(v)
“GAAP” means generally accepted United States accounting principles applied in a
manner consistent with prior periods.
(w)
“Hazardous Substance” means any pollutant, contaminant, waste, special or hazardous
waste, toxic or hazardous substance which, when released into the natural environment is
likely to cause harm or risk to the natural environment or to human or animal health,
including without limitation, any substance considered hazardous under Environmental
Laws.
(x)
“Intellectual Property Assets” means interest in all intellectual property assets
necessary for the operation of PARALLAX or Selling Entity as currently conducted.
(y)
“Inventory” means all of the medical and office equipment, durable medical equipment,
dispensing equipment, and any associated products used by QOLPOM or targeted for
eventual delivery by sale or lease to customers/patients or already in a customer
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environment, owned by and/or in the possession of QOLPOM, whether owned by Selling
Shareholders or QOLPOM.
(z)
“IRS” means Internal Revenue Service.
(aa)
“Landlords” means Worthe Real Estate Group, LLC for PARALLAX and La Frontera
for QOLPOM.
(bb)
“La Frontera Community Solutions, Inc.” is a non-profit Arizona corporation at 504
W 29th Street, Tucson, AZ 85713 that provides outpatient and residential mental health
and substance abuse. QOLPOM has partnered with La Frontera so that QOLPOM can
utilize La Frontera’s unique call center services, which use clinical professional to
interact with the clients on the phone.
(cc)
“Leases” means each of the leases, subleases, claims or other real property interests to
which Selling Entity is a party or is bound, and which are legal, valid, binding,
enforceable and in full force and effect in all Material respects.
(dd)
“Liability” or “Liabilities” means any direct or indirect indebtedness, guaranty,
endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility,
fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or
unliquidated, secured or unsecured.
(ee)
“Loss” or “Losses” mean any and all demands, claims, actions or causes of action,
assessments, losses, damages, Liabilities, costs, and expenses, including without
limitation, interest, penalties, fines and reasonable attorneys, accountants and other
professional fees and expenses, but excluding any indirect, consequential or punitive
damages, lost profits or lost business opportunities suffered by PARALLAX or
QOLPOM.
(ff)
“Marks” means all functional business names, trading names, registered and
unregistered trademarks, and service marks.
(gg)
“Material” or “Materially” means a matter that is so substantial or important as to
reasonably influence the Party to whom it is made and without which a decision would or
could not be made.
(hh)
“Material Adverse Effect” means any undisclosed action, suit, judgment, claim,
demand or proceeding outstanding or pending, or threatened against or affecting a Party
or which involves any of the business, or the properties or assets of a Party that, if
adversely resolved or determined, would have a Material adverse effect on the business,
operations, assets, properties, prospects, or conditions of a Party taken as a whole.
(ii)
“OTCQB” means the quotation medium used for over-the-counter equity securities that
are not listed on a national stock exchange.
(jj)
PARALLAX” means Parallax Health Sciences, Inc., a corporation organized under the
laws of the State of Nevada, with its principal address as provided on the first page of this
Agreement, including any subsidiaries.
(kk)
“PARALLAX Accounting Date” means June 30, 2016.
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(ll)
“PARALLAX Common Stock” means as of August 30, 2016 the authorized capital
stock and other equity securities of PARALLAX consisting of Two Hundred and Fifty
Million (250,000,000) shares of Common stock authorized and One Hundred Million
Five Hundred and Sixty-Six Thousand and Seven Hundred and Seventy-Four
(100,566,774) shares of Common stock issued and outstanding with a par value of
$0.001.
(mm) “PARALLAX Documents” means all of PARALLAX’s documents contemplated by
this Agreement.
(nn)
“PARALLAX Financial Statements” means true, correct, and complete copies of the
audited balance sheets of PARALLAX and related statements of operations, balance
sheet, cash flows, and changes in shareholder’s equity and footnotes for the fiscal years
ended December 31, 2013 and December 31, 2014, and the unaudited balance sheet,
statement of operations, cash flows and footnotes for the quarter ended March 31, 2016.
(oo)
“PARALLAX SEC Documents” means a true and complete copy of PARALLAX’s
Annual Reports filed on Form 10-K for the year ending December 31, 2013, and filed on
Form 10-K for the year ending December 31, 2014 and an unaudited draft 10K for the
year ending December 31, 2015 and its Quarterly Report filed on Form 10-Q for the
period ending March 31, 2016, and Current Reports, if any, subsequently filed with the
SEC.
(pp)
“PARALLAX Stock Options”, means the common stock options that have been
authorized by the PARALLAX Employee Stock Option Plan that is further defined in
this Agreement in Definitions (S).
(qq)
“Party” or “Parties” means PARALLAX, QOLPOM and the Selling Shareholders,
collectively or individually, as the context requires.
(rr)
“Patents” means all patents, patent applications, and inventions, methods, processes and
discoveries that may be patentable.
(ss)
“Regulatory Compliance” means all State and Federal Agencies that regulate In-home
health Monitoring, State and Federal Pharmacy laws and regulations.
(tt)
“QOLPOM” means QOLPOM, Inc., an Arizona Corporation organized under the laws
of the State of Arizona, with its principal address as provided on the first page of this
Agreement.
(uu)
“QOLPOM Interests” means the QOLPOM Shares, Assets and Inventory.
(vv)
“QOLPOM Authorized Shares” means 1,000,000 shares authorized.
(ww) “QOLPOM Shares” means one hundred and fifty (150) issued shares of common stock
that represent one hundred (100%) percent of the issued and outstanding common shares
of QOLPOM, with a par value of $1.00, owned by the Selling Shareholders.
(xx)
“Sale Shares” means the five million (5,000,000) shares of PARALLAX Common Stock
that are being sold to Selling Shareholders, through a grant, as part of the Equity
Consideration of the Transaction, at par value $0.001.
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(yy)
“Schedules” means those schedules attached to this Agreement and as described in
Section 1.2.
(zz)
“SEC” means the Securities and Exchange Commission.
(aaa) “Securities Act” means the United States Securities Act of 1933, as amended.
(bbb) “Sellers” means the Selling Entity and the Selling Shareholders, collectively, or
individually, as the context requires.
(ccc) “Sellers’ Documents” means, all documents to be provided by Sellers pursuant to this
Agreement.
(ddd) “Selling Entity” means QOLPOM, Inc.
(eee) “Selling Entity’s Accounting Date” means, for QOLPOM, the unaudited balance sheet,
statement of operations, cash flows and footnotes from inception to July 31, 2016.
(fff)
“Selling Entity’s Documents” means all of Selling Entity’s documents contemplated by
this Agreement.
(ggg) “Selling Entity’s Financial Statements” means unaudited financial statements, prepared
under GAAP, which are true, correct, and complete copies of its unaudited balance sheets
for the period since inception.
(hhh) “Selling Shareholders,” means David Bradley, Michael Prudence, Daniel J. Ranieri and
the Intellectual Property Network, Inc. that collectively represent one hundred (100%)
percent of the issued and outstanding Shares of the common stock of QOLPOM.
(iii)
“Stock Option Agreement”, means the legal instrument that represents the number of
options of common stock in PARALLAX and their strike price.
(jjj)
“Stock Option Consideration” means the granting of Options to purchase the common
stock of PARALLAX that PARALLAX has provided as part of its Consideration in the
Sale and Purchase of one hundred (100%) percent of the issued and outstanding stock of
QOLPOM and the Assets and Inventory as defined in detail in Section 2
(kkk) “Taxes” includes international, federal, state, provincial and local income taxes, capital
gains tax, value-added taxes, franchise, personal property and real property taxes, levies,
assessments, tariffs, duties (including any customs duty), business license or other fees,
sales, use and any other taxes relating to the assets of the designated party or the business
of the designated party for all periods up to and including the Closing Date, together with
any related charge or amount, including interest, fines, penalties and additions to tax, if
any, arising out of tax assessments.
(lll)
“Trade Secrets” means all know-how, confidential information, customer lists, software,
technical information, data, process technology, plans, drawings, and blue prints owned,
used, or licensed by a Party for its business to obtain advantage over competitors who do
not know or use it, and which are not generally known to the public.
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(mmm) “Transaction” means the purchase by PARALLAX of the QOLPOM Shares, the Assets
and the Inventory pursuant to this Agreement.
(nnn) “US Certificate” means the Selling Shareholder’s affidavit of non-foreign status.
1.2
Schedules. The following Schedules are attached to and form part of this Agreement:
Schedule A
-
Selling Shareholders and Consideration
Schedule B
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U.S. Certificate of Selling Shareholders
Schedule C
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Directors and Officers of Selling Entity
Schedule D
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PARALLAX Board Resolution to Approve Acquisition
Schedule E
-
PARALLAX Treasury Order
Schedule F
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QOLPOM’s Corporate Documents
Schedule G
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QOLPOM Intellectual Property
Schedule H
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QOLPOM Intellectual Property Assignment
Schedule I
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QOLPOM Board Resolution to Approve Sale
Schedule J
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QOLPOM Shares
Schedule K
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QOLPOM Regulatory Licenses
Schedule L
List of all i(in)ventor-y and assets of QOLPOM
Schedule M
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Directors and Officers of PARALLAX
Schedule N
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PARALLAX Corporate Documents
Schedule O
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QOLPOM Power of Attorney to Transfer Shares
Schedule P
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Executive Employment Agreement
Schedule Q
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PARALLAX Common Stock Purchase Agreement
Schedule R
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PARALLAX Employee Stock Option Plan
Schedule S
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PARALLAX Common Stock Options
Schedule T
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QOLPOM-Lafrontera Royalty Agreement
Schedule U
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QOLPOM Agreements
Schedule V
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QOLPOM Officers Certificate
Schedule W
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PARALLAX Officers Certificate
1.3
Currency. All references to currency referred to in this Agreement are in United States
Dollars (US $), unless expressly stated otherwise.
2.
PURCHASE AND SALE OF QOLPOM SHARES; INVENTORY, ASSETS &
INTELLECTUAL PROPERTY
2.1
Purchase and Sale of QOLPOM Shares. At the Closing Selling Shareholders hereby
sells, assigns and transfers to PARALLAX, and PARALLAX hereby purchases from Selling
Shareholders the QOLPOM Shares, as long as PARALLAX has fully complied with Section 2.5 and 2.6
of the Agreement.
2.2
Inventory Purchase. Sellers at the Closing hereby sell, assign and transfer to
PARALLAX, and PARALLAX hereby purchases from Sellers the Inventory of QOLPOM.
2.3
Intellectual Property.
Sellers agree to sell and or assign all Intellectual Property as
defined in Schedule “G”, to include but not be limited to Patents, Patent Pending Applications,
Trademarks and Copyrights and or draft versions of any of the identified Intellectual Property named in
Section 2.3 and the Assignment of the Intellectual Property defined in Schedule “H” of this Agreement.
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2.4
Asset Purchase. Sellers agree to sell and or assign all assets of QOLPOM, to include,
but not be limited to physical assets to PARALLAX, as defined in Schedule “L”,
2.5
Equity Consideration. As consideration for the purchase of the QOLPOM Shares,
PARALLAX grants to Selling Shareholders the right to purchase, at par value $.001, the PARALLAX Sale
Shares, which shall be 5,000,000 (Five Million) shares of PARALLAX common stock, which right shall be
exercised by Selling Shareholders by giving written notice by 5:00 p.m. on August 31, 2016 to PARALLAX
of the amount of Sale Shares that the Selling Shareholders wishes to purchase as of the Closing and by
delivering a check to PARALLAX at the Closing for payment of such amount of Sale Shares.
2.6
Stock Option Consideration.
QOLPOM Shareholders will be granted two million
five hundred thousand (2,500,000) options that will vest over three (3) years and have multiple strike
prices set forth as:
A.
500,000 options granted for the first full year from the date of the signing of the Sale
and Purchase Agreement that vest quarterly commencing at the end of the first quarter
after
the
issuance of the options and the options will have a strike price of ten
($.10) cents attached hereto in
Schedule “S”
B.
1,000,000 options first full year from the date of the signing of the Sale and
Purchase Agreement that vest quarterly commencing at the end of the first quarter after the
issuance of the options and the options will have a strike price of fifteen ($.15) cents
attached hereto
in Schedule “S”
C.
1,000,000 options first full year from the date of the signing of the Sale and
Purchase Agreement that vest quarterly commencing at the end of the first quarter after the
issuance of the options and the options will have a strike price of twenty-five ($.25)
cents attached
hereto in Schedule “S”
2.7
Cash Consideration. As partial consideration for the purchase of the QOLPOM Shares,
Inventory, Assets, Intellectual Property La Frontera Community Solutions, Inc. (“La Frontera”) will be paid
up to two million ($2,000,000) dollars through an Earn-Out from the Adjusted Gross Revenue generated by
the QOLPOM business.
A.
Adjusted Gross Revenue. For the purposes of this Agreement, Adjusted Gross Revenue
will be will be defined as cash available to be distributed after Cost of Goods Sold (COGS).
B.
Cash Earn-Out Schedule.
i.
La Frontera will be paid ten (10%) percent of the Adjusted Gross
Revenue up to one million ($1,000,000) dollars net monies received from the sale
of QOLPOM Hardware and Monitoring services; and
ii.
La Frontera will be paid seven (7%) percent of the Adjusted Gross
Revenue after it has received one million ($1,000,000) dollars of net monies
received from the sale of QOLPOM Hardware and monitoring services.
2.8
Royalty Fee. La Frontera will receive a Royalty Fee equal to three (3%) percent of the
gross revenue generated from the sale of QOLPOM hardware and Service Fees associated with the
monitoring service as defined in Schedule “T”.
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2.9
Key Management.
Nathan Bradley will enter into an Executive Employment
Agreement with QOLPOM for a period of not less than four (4) years from Closing. The BRADLEY
employment agreement is further defined and included in the Agreement as Schedule “P”..
2.10
Payment of Cash Consideration. The cash consideration of Two Million Dollars paid
through the Cash Earn-Out defined in Section 2.7 of this Agreement.
2.11
Issuance of Equity Consideration. The PARALLAX Sale Shares shall be issued to
Selling Shareholders effective on or before September 30, 2016.
2.12
Selling Shareholders’ Share Delivery Procedure. The Selling Shareholders shall deliver
the certificate representing the QOLPOM Shares at the Closing by delivering such certificate to
PARALLAX duly executed and endorsed in blank (or accompanied by duly executed stock powers
endorsed in blank), in each case in proper form for transfer, with signatures guaranteed, and, if applicable,
with all stock transfer and any other required documentary stamps affixed thereto, and with appropriate
instructions to allow the transfer agent to transfer the QOLPOM Shares to the name of PARALLAX.
2.13
PARALLAX’s Share Delivery Procedure. PARALLAX shall deliver to Selling
Shareholders on or before September 30, 2016 and after the Closing the certificate representing the
PARALLAX Sale Shares by delivering such certificate to Selling Shareholders or Selling Shareholders’
attorney, duly executed and endorsed in blank (or accompanied by duly executed stock powers endorsed
in blank), in each case in proper form for transfer, with signatures guaranteed, and, if applicable, with all
stock transfer and any other required documentary stamps affixed thereto, and with appropriate
instructions to allow the transfer agent to transfer the PARALLAX Sale Shares to the name of Selling
Shareholders.
2.14
Closing Date. A date mutually agreed upon by the Parties hereto in writing following the
satisfaction or waiver by PARALLAX and Selling Shareholders of the conditions precedent specified
herein, such date to be in any event no later than September 30, 2016.
2.15
Restricted Shares. Selling Shareholders acknowledges that the PARALLAX Sale Shares
will have such hold periods as are required under applicable securities laws and as a result may not be
sold, transferred or otherwise disposed of, except pursuant to an effective registration statement under the
Securities Act, or pursuant to an exemption from, or in a transaction not subject to the registration
requirements of the Securities Act, and in each case only in accordance with all applicable securities laws.
2.16
Exemptions. Selling Shareholders acknowledges that PARALLAX has advised Selling
Shareholders that PARALLAX is relying upon the representations and warranties of Selling Shareholders
set out in the US Certificate to issue the PARALLAX Sale Shares under an exemption from the
prospectus and registration requirements of the 1933 Act and, as a consequence, certain protections, rights
and remedies provided by the 1933 Act, including statutory rights of rescission or damages, will not be
available to Selling Shareholders.
2.17
QOLPOM Bank Accounts. The parties agree that the funds in any current bank accounts
of Selling Entity will remain in place as corporate bank accounts and acknowledge that PARALLAX
Chief Financial Officer, Calli Bucci will become a signatory to the corporate bank accounts of QOLPOM.
2.18
Non-Compete. As part of the consideration, Selling Shareholders agrees that as of the
Closing Date and through September 30, 2020 Bradley will work exclusively for PARALLAX pursuant
to that document titled Employment Agreement made between PARALLAX and BRADLEY effective as
of September 30, 2016 and will not provide services for any other entity that provides remote healthcare
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monitoring or related services, without written approval from the President of PARALLAX. Selling
Shareholders acknowledges that because of Selling Shareholders’ position, Selling Shareholders will have
access to material intellectual property and Confidential Information. Selling Shareholders shall not, for
Selling Shareholders or any third party, directly or indirectly through September 30, 2020 (a) divert or
attempt to divert from PARALLAX any business of any kind, including without limitation the solicitation
of or interference with any of its customers, clients, members, business partners or suppliers, or (b) solicit
or otherwise induce any person employed by the PARALLAX to terminate his or her employment with
PARALLAX.
2.19
Product Sourcing Agreements. The parties agree that the acquisition of certain products
on satisfactory terms is integral to the current business of QOLPOM and will be integral to the future
development and expansion of the business of QOLPOM. The parties shall agree on the identity of and
providers of such products and the Sellers will cause QOLPOM to enter into product sourcing agreements
with such providers on terms specified by and satisfactory to PARALLAX. Such product sourcing
agreements are Material contracts of QOLPOM
3.
REPRESENTATIONS AND WARRANTIES OF SELLERS
As of the Closing, Sellers make the following representations and warranties to
PARALLAX, and acknowledge that PARALLAX is relying upon such representations and warranties in
connection with the execution, delivery and performance of this Agreement, notwithstanding any
investigation made by or on behalf of PARALLAX.
3.1
Organization and Good Standing. Selling Entity is a corporation or company duly
organized, validly existing and in good standing under the laws of the State of Arizona and has the
requisite corporate power and authority to own, lease and to carry on its business as now being conducted.
Complete and correct copies of Selling Entity’s articles of incorporation or articles of organization,
including amendments, and bylaws or operating agreement, have been disclosed pursuant to this
Agreement and are listed on Schedule “F”.
3.2
Authority. Sellers have all requisite corporate power and authority to execute and deliver
this Agreement and Sellers’ Documents to be signed by Sellers and to perform their obligations hereunder
and to consummate the transactions contemplated hereby. Selling Entity’s respective board of directors
has duly authorized the execution and delivery of each of Sellers’ Documents by Sellers and the
consummation of the transactions contemplated hereby. No other corporate or shareholder proceedings
on the part of Sellers are necessary to authorize such documents or to consummate the transactions
contemplated hereby. This Agreement has been, and the other Sellers’ Documents when executed and
delivered by Sellers as contemplated by this Agreement will be, duly executed and delivered by Sellers.
This Agreement is, and the other Sellers’ Documents when executed and delivered by Sellers as
contemplated hereby will be, valid and binding obligations of Sellers enforceable in accordance with their
respective terms except as limited by:
(a)
applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general
application affecting enforcement of creditors’ rights generally;
(b)
laws relating to the availability of specific performance, injunctive relief, or other
equitable remedies; and
(c)
public policy.
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3.3
Capitalization. The QOLPOM Shares are set forth on Schedule “J” and each have a par
value $1.00 per share and have been duly authorized, are validly issued, were not issued in violation of
any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and
were issued in full compliance with the laws of the State of Arizona and each of the Selling Entity’s
articles of incorporation, articles of organization, bylaws and/or operating agreement as applicable. There
are no outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements, or
commitments obligating Selling Entity to issue any additional common shares or units of Selling Entity’s
shares or units, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe
for or acquire from Selling Entity any shares or units. There are no agreements purporting to restrict the
transfer of the QOLPOM Shares, no voting agreements, shareholders’ agreements, voting trusts, or other
arrangements restricting or affecting the voting of the QOLPOM Shares.
3.4
Shareholder of the Selling Entity. As of the Closing Date, the Selling Shareholders owns
all QOLPOM Shares.
3.5
Directors and Officers of Selling Entity. The duly elected or appointed directors and
officers of Selling Entity are as set out in Schedule “C”.
3.6
Corporate Records of Selling Entity. The corporate records of Selling Entity, as required
to be maintained by it pursuant to all applicable laws, are accurate, complete and current in all Material
respects, and the minute books of Selling Entity are, in all Material respects, correct and contain all
records required by all applicable laws, as applicable, in regards to all proceedings, consents, actions and
meetings of the shareholders, unit holders and board of directors of Selling Entity.
3.7
Non-Contravention. The Parties acknowledge and agree that Sellers are parties to certain
Disclosed Contracts provided pursuant to this Agreement, which may contain various provisions or
conditions that may affect the Transaction contemplated hereunder. The Parties agree that they will
discuss these issues and that at or prior to Closing, these issues will be addressed and resolved to the
reasonable satisfaction of the Parties, and any other parties to the Contracts, such that the Transaction can
be completed. Upon such satisfaction by and among the Parties and the other parties to the Contracts,
Sellers represent that to the best knowledge of Sellers, neither the execution, delivery or performance of
this Agreement, nor the consummation of the Transaction, will:
(a)
conflict with, result in a violation of, cause a default under (with or without notice, lapse
of time or both) or give rise to, a right of termination, amendment, cancellation or
acceleration of any obligation contained in or the loss of any Material benefit under, or
result in the creation of any lien, security interest, charge or encumbrance upon any of the
Material properties or assets of Selling Entity under any term, condition or provision of
any loan or credit agreement, note, Note, bond, mortgage, indenture, lease or other
agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance,
rule or regulation applicable to Selling Entity, or any of its respective Material property
or assets;
(b)
violate any provision of the articles of incorporation, articles of organization, bylaws,
operating agreement or any other organizational documents of Selling Entity or any
applicable laws; or
(c)
violate any order, writ, injunction, decree, statute, rule, or regulation of any court or
governmental or regulatory authority applicable to Selling Entity or any of its respective
Material property or assets.
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3.8
Actions and Proceedings. To the best knowledge of Sellers, there is no basis for and
there is no undisclosed action, suit, judgment, claim, demand or proceeding outstanding or pending, or
threatened against or affecting Selling Entity or which involves any of the business, or the properties or
Assets of Selling Entity that, if adversely resolved or determined, would have a Material Adverse Effect
on the business, operations, Assets, properties, prospects, or conditions of Selling Entity taken as a whole.
There is no reasonable basis for any claim or action that based upon the likelihood of its being asserted
and its success if asserted, would have such a Material Adverse Effect on Sellers.
3.9
Environmental. To the best knowledge of Sellers, Selling Entity has not violated any
Environmental Laws and for greater certainty, without limitation, to the best knowledge of Sellers, other
than as contained in Disclosures provided pursuant to this Agreement:
(a)
Selling Entity has, at all times in relation to its business, received, handled, used, stored,
treated, shipped and disposed at all times of all Hazardous Substances in strict
compliance with all Environmental Laws;
(b)
There have been no spills, releases, deposits or discharges of Hazardous Substances on or
near the land or premises subject to the Leases;
(c)
Except as contained in Disclosures provided pursuant to this Agreement, there are no
underground storage vessels located on land subject to Selling Entity’s Leases;
(d)
No orders, directions or notices have been issued under any Environmental Laws relating
to Selling Entity.
3.10
Compliance.
(a)
To the best knowledge of Sellers, Selling Entity is in compliance with, is not in default or
violation in any Material respect under, and has not been charged with or received any
notice at any time of any Material violation of any statute, law, ordinance, regulation,
rule, decree or other regulation applicable to the business or operations of Selling Entity;
(b)
To the best knowledge of Sellers, Selling Entity is not subject to any judgment, order or
decree entered in any lawsuit or proceeding applicable to its business and operations that
would constitute a Material Adverse Effect;
(c)
Selling Entity has duly filed all reports and returns required to be filed by it with
governmental authorities and has obtained all governmental permits and other
governmental consents, except as may be required after the execution of this Agreement.
All of such permits and consents are in full force and effect, and no proceedings for the
suspension or cancellation of any of them, and no investigation relating to any of them, is
pending or to the best knowledge of Sellers, threatened, and none of them will be
adversely affected by the consummation of the Transaction; and
(d)
To the best knowledge of Sellers, Selling Entity has operated in Material compliance with
all laws, rules, statutes, ordinances, orders and regulations applicable to Selling Entity’s
business. Sellers have not received any notice of any violation thereof, nor are Sellers
aware of any valid basis therefore.
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3.11
Financial Representations. Selling Entity has provided Selling Entity’s Financial
Statements which are true, correct, and complete copies for the three (3) months ending July 31, 2016 for
the Selling Entity’s Accounting Date which are:
(a)
in accordance with the books and records of Selling Entity;
(b)
present fairly the financial condition of Selling Entity as of the respective dates indicated
and the results of operations for such periods; and
(c)
have been prepared in accordance with GAAP.
Selling Entity has not received any advice or notification from its independent certified public
accountants that Selling Entity has used any improper accounting practice that would have the effect of
not reflecting or incorrectly reflecting in the Selling Entity’s Financial Statements or the books and
records of Selling Entity, any properties, assets, Liabilities, revenues, or expenses. The books, records,
and accounts of Selling Entity accurately and fairly reflect, in reasonable detail, the assets and Liabilities
of Selling Entity. Selling Entity has not engaged in any transaction, maintained any bank account, or
used any funds of Selling Entity, except for transactions, bank accounts, and funds, which have been and
are reflected in the normally maintained books and records of Selling Entity.
3.12
Absence of Undisclosed Liabilities. Except as contained in Selling Entity’s Financial
Statements, Schedules and Disclosures provided pursuant to this Agreement, Selling Entity has no
Material Liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or
otherwise, which:
(a)
are not set forth in Selling Entity’s Financial Statements or have not heretofore been paid
or discharged;
(b)
did not arise in the regular and ordinary course of business under any written agreement,
contract, commitment, lease or plan; or
(c)
have not been incurred in amounts and pursuant to practices consistent with past business
practice, in or as a result of the regular and ordinary course of its business since the date
of the last Selling Entity’s Financial Statements.
3.13
Tax Matters.
(a)
Other than as has been Disclosed pursuant to this Agreement, Selling Entity is not
presently under, and has not received notice of, any contemplated investigation or audit
by the IRS or any foreign or state taxing authority concerning any fiscal year or period
ended prior to the date hereof;
(b)
All Taxes required to be withheld on or prior to the date hereof from employees for
income taxes, social security taxes, unemployment taxes and other similar withholding
taxes have been properly withheld and, if required on or prior to the date hereof, have
been deposited with the appropriate governmental agency; and
To the best knowledge of Sellers, other than as has been Disclosed pursuant to this
Agreement, the Selling Entity’s Financial Statements contain full provision for all Taxes
including any deferred taxes that may be assessed to Selling Entity for the accounting
period ended on the Selling Entity’s Accounting Date or for any prior period in respect of
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any transaction, event or omission occurring, or any profit earned, on or prior to the
Selling Entity’s Accounting Date or for any profit earned by Selling Entity on or prior to
the Selling Entity’s Accounting Date or for which Selling Entity are accountable up to
such date, and all contingent Liabilities for Taxes have been provided for or Disclosed
pursuant to this Agreement in the Selling Entity’s Financial Statements.
3.14
Filings, Consents and Approvals. No filing or registration with, no notice to and no
permit, authorization, consent, or approval of, any public or governmental body or authority or other
person or entity is necessary for the consummation by Sellers of the Transaction contemplated by this
Agreement or to enable PARALLAX to continue to conduct Selling Entity’s business after the Closing
Date in a manner which is consistent with that in which the business is presently conducted.
3.15
Personal Property. Selling Entity possesses, and has good and marketable title of all
property necessary for the continued operation of the business of Selling Entity as presently conducted
and as represented to PARALLAX. All such property is used in the business of Selling Entity. All such
property is in reasonably good operating condition (normal wear and tear excepted), and is reasonably fit
for the purposes for which such property is presently used. Other than as contained in the Disclosures
provided pursuant to this Agreement, all equipment, furniture, fixtures and other tangible personal
property and assets owned or leased by Selling Entity is owned by Selling Entity free and clear of all
liens, security interests, charges, encumbrances, and other adverse claims.
3.16
Intellectual Property. To the best of knowledge of Sellers:
(a)
Intellectual Property Assets. As set out in Schedule “G”, Selling Entity owns or holds an
interest in all Intellectual Property Assets necessary for the operation of the business of
Selling Entity as it is currently conducted, including all Marks, Patents, Copyrights and
Trade Secrets.
(b)
Agreements. Schedule “U” contains a complete and accurate list and summary
description, including any royalties paid or received by Selling Entity, of all Contracts
and agreements relating to the Intellectual Property Assets to which Selling Entity is a
party or by which Selling Entity is bound, except for any license implied by the sale of a
product and perpetual, paid-up licenses for commonly available software programs with a
value of less than $500 under which Selling Entity is the licensee. To the best knowledge
of Sellers, there are no outstanding or threatened disputes or disagreements with respect
to any such license agreement other than as contained in the Disclosures provided
pursuant to this Agreement.
(c)
Intellectual Property and Know-How Necessary for the Business. Except as set forth in
Schedule “U” and as Disclosed pursuant to this Agreement, Selling Entity is the owner of
all right, title, and interest in and to each of the Intellectual Property Assets, free and clear
of all liens, security interests, charges, encumbrances, and other adverse claims, and has
the right to use, without payment to a third party, all of the Intellectual Property Assets.
Other than as has been disclosed pursuant to this Agreement, no employee, director,
officer or shareholder of Selling Entity owns, directly or indirectly, in whole or in part,
any Intellectual Property Asset, which Selling Entity is presently using or which is
necessary for the conduct of its business. To the best knowledge of Sellers, no employee
or contractor of Selling Entity has entered into any contract or agreement that restricts or
limits in any way the scope or type of work in which the employee may be engaged or
requires the employee to transfer, assign, or disclose information concerning his work to
anyone other than Selling Entity.
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(d)
Patents. Sellers do not hold any right, title or interest in and to any Patent not already
disclosed to PARALLAX, and Sellers have not filed any patent application with any third
party not already disclosed to PARALLAX. To the best knowledge of Sellers, none of
the products manufactured and sold, nor any process or know-how used by Selling Entity
infringes or is alleged to infringe any patent or other patent proprietary right of any other
person or entity other than as contained in the Disclosures provided pursuant to this
Agreement.
(e)
Trademarks. Selling Entity holds title and interest in a Mark and Selling Entity has
registered and filed an application to register the Mark with the United States Patent and
Trademark Office. To the best knowledge of Sellers, none of the Marks, if any, used by
Selling Entity infringes or is alleged to infringe any trade name, trademark, or service
mark of any third party other than as contained in the Disclosures provided pursuant to
this Agreement.
(f)
Copyrights. Sellers do not hold any right, title or interest in and to any Copyright, which
has been filed with the United States Copyright Office that has not been disclosed to
PARALLAX, and Sellers have not filed any copyright application with any third party.
(g)
Trade Secrets. Each Seller has taken all reasonable precautions to protect the secrecy,
confidentiality, and value of its Trade Secrets. Selling Entity has good title and an
absolute right to use the Trade Secrets. The Trade Secrets are not part of the public
knowledge or literature, and to the best knowledge of Sellers, have not been used,
divulged, or appropriated either for the benefit of any person or entity or to the detriment
of Selling Entity. No Trade Secret is subject to any adverse claim or has been challenged
or threatened in any way.
(h)
Licensed Intellectual Property. Sellers are the licensees of various patents, trademarks
and copyrights, all of which are set forth in Schedule “G”.
3.17
Employees and Consultants. All employees and consultants of Selling Entity have been
paid all salaries, wages, income and any other sum due and owing to them by Selling Entity at the end of
the most recent completed pay period. Sellers are not aware of any Labor conflict with any employees
that might reasonably be expected to have a Material Adverse Effect on Selling Entity. To the best
knowledge of Sellers, no employee of Selling Entity is in violation of any term of any employment
contract, non-disclosure agreement, non-competition agreement or any other contract or agreement
relating to the relationship of such employee with Selling Entity or any other nature of the business
conducted or to be conducted by Selling Entity.
3.18
Real Property. Selling Entity does not own any real property of material value. Each of
the Leases to which Selling Entity is a party or is bound, is legal, valid, binding, enforceable and in full
force and effect in all material respects. All rental and other payments required to be paid by Selling
Entity pursuant to any such Leases have been duly paid and no event has occurred which, upon the
passing of time, the giving of notice, or both, would constitute a breach or default by any Party under any
of the Leases. The Leases will continue to be legal, valid, binding, enforceable and in full force and
effect on identical terms following the Closing Date unless otherwise renegotiated by PARALLAX.
Selling Entity has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any
interest in the Leases or the leasehold property pursuant thereto.
3.19
Material Contracts and Transactions. Schedule “U” attached hereto lists each Material
Contract to which Selling Entity is a party. Each Contract is in full force and effect, and there exists no
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Material breach or violation of or default by Selling Entity under any Contract, or any event that with
notice or the lapse of time, or both, will create a Material breach or violation thereof or default under any
Contract by Selling Entity. Other than as Disclosed pursuant to this Agreement, the continuation,
validity, and effectiveness of each Contract will in no way be affected by the consummation of the
Transaction and there exists no actual or threatened termination, cancellation, or limitation of, or any
amendment, modification, or change to any Contract.
3.20
Certain Transactions. Selling Entity is not a guarantor or indemnitor of any indebtedness
of any third party, including any person, firm or corporation.
3.21
No Brokers. Selling Entity has not incurred any independent obligation or liability to any
party for any brokerage fees, agent’s commissions, or finder’s fees in connection with the Transaction.
3.22
Completeness of Disclosure. No representation or warranty by Sellers in this Agreement,
nor any certificate, Schedule, statement, document or instrument furnished or to be furnished to Sellers
pursuant hereto, contains or will, to the best of Seller’s knowledge, contain any untrue or misleading
statement of a Material fact or omit or will omit to state a Material fact required to be stated herein.
3.23
Absence of Certain Changes or Events. Other than as set forth in this Agreement or the
Schedules, or as contained in the Disclosures provided pursuant to this Agreement, since the Selling
Entity’s Accounting Date, there has been no Material change in the business and assets of Selling Entity
and to the best knowledge of Selling Entity’s management, Selling Entity has not become subject to any
law or regulation which Materially and adversely affects, or in the future may adversely affect the
business, operations, properties, assets, or condition of Selling Entity.
3.24
PARALLAX Requests.
Sellers represent that they have responded to all of
PARALLAX’s requests for information and Disclosures to the best of their knowledge and agree to
supplement their responses and Disclosures if additional information is received.
4.
REPRESENTATIONS AND WARRANTIES OF PARALLAX
As of the Closing, PARALLAX represents and warrants to Sellers, and acknowledges that Sellers are
relying upon such representations and warranties in connection with the execution, delivery and
performance of this Agreement, notwithstanding any investigation made by or on behalf of Sellers, as
follows:
4.1
Organization and Good Standing. PARALLAX is duly incorporated, organized, validly
existing and in good standing under the laws of the State of Nevada and has all requisite corporate power
and authority to own, lease and to carry on its business as now being conducted. PARALLAX is
qualified to do business and is in good standing as a foreign corporation in each of the jurisdictions in
which it does business, or is otherwise required to do so, where the failure to be so qualified would have a
Material Adverse Effect on the businesses, operations, or financial condition of PARALLAX.
4.2
Authority. PARALLAX has all requisite corporate power and authority to execute and
deliver this Agreement and the PARALLAX Documents to be signed by PARALLAX and to perform its
obligations hereunder and to consummate the transactions contemplated hereby. The execution and
delivery of each of the PARALLAX Documents by PARALLAX and the consummation by PARALLAX
of the transactions contemplated hereby have been duly authorized by its board of directors and no other
corporate or shareholder proceedings on the part of PARALLAX is necessary to authorize such
documents or to consummate the transactions contemplated hereby. This Agreement has been, and the
other PARALLAX Documents when executed and delivered by PARALLAX as contemplated by this
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Agreement will be, duly executed and delivered by PARALLAX and this Agreement is, and the other
PARALLAX Documents when executed and delivered by PARALLAX, as contemplated hereby will be,
valid and binding obligations of PARALLAX enforceable in accordance with their respective terms,
except as limited by:
(a)
applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general
application affecting enforcement of creditors’ rights generally;
(b)
laws relating to the availability of specific performance, injunctive relief, or other
equitable remedies; and
(c)
public policy.
4.3
Capitalization of PARALLAX. The authorized capital stock and other equity securities
of PARALLAX consists of Two Hundred and Fifty Million (250,000,000) shares of the PARALLAX
Common Stock and Ten Million (10,000,000) shares of preferred stock. As of August 3, 2016, there
were, One Hundred Million Five Hundred and Sixty-Six Thousand and Seven Hundred and Seventy-Four
(100,566,774) shares of Common stock and outstanding with a par value of $0.001 and outstanding with
Eight Hundred and Twenty Three Thousand Six Hundred and Ninety One Shares of Preferred stock
issued.
With the exception of Shares in the amount of 11,459,279, which were authorized and issued
pursuant to a Common Stock Purchase Agreement entered into by the Company on December 31, 2013,
but were never paid for and are currently deemed by the Company to be invalid and as such are not
included on its capitalization table for issued and outstanding stock, all of the issued and outstanding
shares of PARALLAX Common Stock have been duly authorized, are validly issued, were not issued in
violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive
rights and were issued in full compliance with all federal, state, and local laws, rules and regulations.
Except as stated herein, there are no other outstanding options, warrants, subscriptions, phantom shares,
conversion rights, or other rights, agreements, or commitments obligating PARALLAX to issue any
additional shares of PARALLAX Common Stock, or any other securities convertible into, exchangeable
for, or evidencing the right to subscribe for or acquire from PARALLAX any shares of PARALLAX
Common Stock as of the date of this Agreement. There are no agreements purporting to restrict the
transfer of the PARALLAX Common Stock, no voting agreements, voting trusts, or other arrangements
restricting or affecting the voting of the PARALLAX Common Stock.
4.4
Directors and Officers of PARALLAX. The duly elected or appointed directors and
officers of PARALLAX are as listed on Schedule “M”.
4.5
Corporate Records of PARALLAX. The corporate records of PARALLAX, as required
to be maintained by it pursuant to the laws of the State of Nevada, are accurate, complete and current in
all material respects, and the minute book of PARALLAX is, in all material respects, correct and contains
all material records required by the law of the State of Nevada in regards to all proceedings, consents,
actions and meetings of the shareholders and the board of directors of PARALLAX.
4.6
Non-Contravention. Neither the execution, delivery or performance of this Agreement,
nor the consummation of the Transaction, will:
(a)
conflict with, result in a violation of, cause a default under (with or without notice, lapse
of time or both) or give rise to a right of termination, amendment, cancellation or
acceleration of any obligation contained in or the loss of any Material benefit under, or
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result in the creation of any lien, security interest, charge or encumbrance upon any of the
Material properties or assets of PARALLAX under any term, condition or provision of
any loan or credit agreement, note, Note, bond, mortgage, indenture, lease or other
agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance,
rule or regulation applicable to PARALLAX or any of its Material property or assets;
(b)
violate any provision of the applicable incorporation or charter documents of
PARALLAX, or any applicable law; or
(c)
violate any order, writ, injunction, decree, statute, rule, or regulation of any court or
governmental or regulatory authority applicable to PARALLAX or any of its Material
property or assets.
4.7
Validity of PARALLAX Common Stock Issuable upon the Transaction.
The
PARALLAX Sale Shares to be issued to Selling Shareholders upon consummation of the Transaction in
accordance with this Agreement will, upon issuance, have been duly and validly authorized and, when so
issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and
non-assessable.
4.8
Actions and Proceedings. To the best knowledge of PARALLAX, there is no claim,
charge, arbitration, grievance, action, suit, investigation or proceeding by or before any federal or state
court, arbiter, administrative agency or other governmental authority now pending or, to the best
knowledge of PARALLAX, threatened against PARALLAX which involves any of the stock, business,
or the properties or assets of PARALLAX that, if adversely resolved or determined, would have a
Material Adverse Effect on the business, operations, assets, properties, prospects or conditions of
PARALLAX taken as a whole, other than the lawsuit disclosed to Selling Shareholders brought against
PARALLAX by the former owner of Roxsan Pharmacy, Inc. Shahla Melamed, and the lawsuit brought
against Shahla Melamed by PARALLAX. Management believes that there is no reasonable basis for
Shahla Melamed’s claim or action that, based upon the likelihood of it being asserted and its success if
asserted, would have such a Material Adverse Effect on PARALLAX.
4.9
Compliance.
(a)
To the best knowledge of PARALLAX, PARALLAX is in compliance with, is not in
default or violation in any Material respect under, and has not been charged with or
received any notice at any time of any Material violation of any statute, law, ordinance,
regulation, rule, decree or other applicable regulation to the business or operations of
PARALLAX, with the exception of those violations, that include the delinquency in
timely filing of SEC reporting obligations, that has been disclosed to the Seller;
(b)
To the best knowledge of PARALLAX, PARALLAX is not subject to any judgment,
order or decree entered in any lawsuit or proceeding applicable to its business and
operations that would constitute a Material Adverse Effect;
(c)
PARALLAX has duly filed all reports and returns required to be filed by it with
governmental authorities and has obtained all governmental permits and other
governmental consents, except as may be required after the execution of this Agreement.
All of such permits and consents are in full force and effect, and no proceedings for the
suspension or cancellation of any of them, and no investigation relating to any of them, is
pending or to the best knowledge of PARALLAX, threatened, and none of them will be
affected in a Material adverse manner by the consummation of the Transaction; and
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(d)
To the best knowledge of PARALLAX, PARALLAX has operated in Material
compliance with all laws, rules, statutes, ordinances, orders and regulations applicable to
its business. PARALLAX has not received any notice of any violation thereof, nor is
PARALLAX aware of any valid basis therefore.
4.10
Filings, Consents and Approvals. No filing or registration with, no notice to and no
permit, authorization, consent, or approval of any public or governmental body or authority or other
person or entity is necessary for the consummation by PARALLAX of the Transaction contemplated by
this Agreement to continue to conduct its business after the Closing Date in a manner which is consistent
with that in which it is presently conducted.
4.11
SEC Filings. PARALLAX has furnished or made available to Sellers the PARALLAX
SEC Documents. As of their respective dates, to the best knowledge of PARALLAX, the PARALLAX
SEC Documents complied in all material respects with the requirements of the Securities Act, or the
Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such
PARALLAX SEC Documents, with the exception of those violations, that include the delinquency in
timely filing of SEC reporting obligations, that has been disclosed to the Seller. The PARALLAX SEC
Documents constitute all of the documents and reports that PARALLAX was required to file with the
SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder by the SEC.
4.12
Financial Representations. Included with the PARALLAX SEC Documents are true,
correct, and complete copies of audited and/or unaudited Financial Statements for PARALLAX and
ROXSAN for the interim periods 2013, 2014 and 2015, which are:
(a)
in accordance with the books and records of PARALLAX;
(b)
present fairly the financial condition of PARALLAX as of the respective dates indicated
and the results of operations for such periods; and
(c)
have been prepared in accordance with GAAP.
PARALLAX has not received any advice or notification from its independent certified public accountants
that PARALLAX has used any improper accounting practice that would have the effect of not reflecting
or incorrectly reflecting in the PARALLAX Financial Statements or the books and records of
PARALLAX, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts
of PARALLAX accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of
PARALLAX. PARALLAX has not engaged in any transaction, maintained any bank account, or used
any funds of PARALLAX, except for transactions, bank accounts, and funds, which have been and are
reflected in the normally maintained books and records of PARALLAX.
4.13
Absence of Undisclosed Liabilities. Except as Disclosed in this Agreement and the
PARALLAX SEC Documents, PARALLAX has no Material Liabilities or obligations either direct or
indirect, matured or unmatured, absolute, contingent or otherwise, which:
(a)
are not set forth in the PARALLAX Financial Statements or have not heretofore been
paid or discharged;
(b)
did not arise in the regular and ordinary course of business under any agreement,
contract, commitment, lease or plan specifically provided in writing to PARALLAX; or
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(c)
have not been incurred in amounts and pursuant to practices consistent with past business
practice, in or as a result of the regular and ordinary course of its business since the date
of the last PARALLAX Financial Statements.
4.14
Tax Matters.
(a)
PARALLAX is not presently under and has not received notice of, any contemplated
investigation or audit by the Internal Revenue Service or any foreign or state taxing
authority concerning any fiscal year or period ended prior to the date hereof;
(b)
To the best knowledge of PARALLAX, all Taxes required to be withheld on or prior to
the date hereof, including but not limited to, those pertaining to employees for income
taxes, social security taxes, unemployment taxes and other similar withholding taxes,
have been properly withheld and, if required on or prior to the date hereof, have been
deposited with the appropriate governmental agency; and
(c)
To the best knowledge of PARALLAX, the PARALLAX Financial Statements contain
full provision for all Taxes including any deferred taxes that may be assessed to
PARALLAX for the accounting period ended on the PARALLAX Accounting Date or
for any prior period in respect of any transaction, event or omission occurring, or any
profit earned, on or prior to the PARALLAX Accounting Date or for any profit earned by
PARALLAX on or prior to the PARALLAX Accounting Date or for which PARALLAX
is accountable up to such date and all contingent Liabilities for Taxes have been provided
for or Disclosed in the PARALLAX Financial Statements.
4.15
Absence of Changes. Since the PARALLAX Accounting Date, except as Disclosed in
the PARALLAX SEC Documents and or as Disclosed to Sellers pursuant to this Agreement,
PARALLAX has not:
(a)
incurred any Liabilities, other than Liabilities incurred in the ordinary course of business
consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid
any Liabilities, other than in the ordinary course of business consistent with past practice,
or failed to pay or discharge when due any Liabilities of which the failure to pay or
discharge has caused or will cause any Material damage or risk of Material loss to it or
any of its assets or properties;
(b)
sold, encumbered, assigned or transferred any Material fixed assets or properties;
(c)
created, incurred, assumed or guaranteed any indebtedness for money borrowed, or
mortgaged, pledged or subjected any of the Material assets or properties of PARALLAX
to any mortgage, lien, pledge, security interest, conditional sales contract or other
encumbrance of any nature whatsoever;
(d)
made or suffered any amendment or termination of any Material agreement, contract,
commitment, lease or plan to which it is a party or by which it is bound, or cancelled,
modified or waived any substantial debts or claims held by it or waived any rights of
substantial value, other than in the ordinary course of business;
(e)
declared, set aside or paid any dividend or made or agreed to make any other distribution
or payment in respect of its capital shares or redeemed, purchased or otherwise acquired
or agreed to redeem, purchase or acquire any of its capital shares or equity securities;
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(f)
suffered any damage, destruction or loss, whether or not covered by insurance, that
Materially and adversely effects its business, operations, assets, properties or prospects;
(g)
suffered any Material adverse change in its business, operations, assets, properties,
prospects or condition (financial or otherwise);
(h)
received notice or had knowledge of any actual or threatened labor trouble, termination,
resignation, strike or other occurrence, event or condition of any similar character which
has had or might have an adverse effect on its business, operations, assets, properties or
prospects;
(i)
made commitments or agreements for capital expenditures or capital additions or
betterments exceeding in the aggregate $1,000;
(j)
other than in the ordinary course of business, increased the salaries or other compensation
of, or made any advance (excluding advances for ordinary and necessary business
expenses) or loan to, any of its employees or directors or made any increase in, or any
addition to, other benefits to which any of its employees or directors may be entitled;
(k)
entered into any transaction other than in the ordinary course of business consistent with
past practice; or
(l)
agreed, whether in writing or orally, to do any of the foregoing.
4.16
Absence of Certain Events. Since the PARALLAX Accounting Date, except as and to
the extent Disclosed in the PARALLAX SEC Documents, there has not been:
(a)
any PARALLAX Material Adverse Effect; or
(b)
any Material change by PARALLAX in its accounting methods, principles or practices.
4.17
No Brokers. PARALLAX has not incurred any obligation or Liability to any party for
any brokerage fees, agent’s commissions, or finder’s fees in connection with the Transaction
contemplated by this Agreement.
4.18
Internal Accounting Controls. PARALLAX maintains a system of internal accounting
controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with
management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii)
access to assets is permitted only in accordance with management’s general or specific authorization, and
(iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences. PARALLAX’s certifying officers have
evaluated the effectiveness of PARALLAX’s controls and procedures as of the Evaluation Date.
PARALLAX presented in its most recently filed Form 10-K the conclusions of the certifying officers
about the effectiveness of the disclosure controls and procedures based on their evaluations as of the
Evaluation Date. Since the Evaluation Date, there have been no significant changes in PARALLAX’s
internal controls or, to PARALLAX’s knowledge, in other factors that could significantly affect
PARALLAX’s internal controls.
4.19
Public Listing. PARALLAX is currently quoted on the OTC Quotation Board
(“OTCQB”) under the symbol “PRLX”.
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4.20
Application of Takeover Protections. PARALLAX and its board of directors have taken
all necessary action, if any, in order to render inapplicable any control share acquisition, business
combination, poison pill (including any distribution under a rights agreement) or other similar
anti-takeover provision under PARALLAX’s certificate or articles of incorporation (or similar charter
documents) or the laws of its state of incorporation that is or could become applicable to PARALLAX as
a result of the transactions under this Agreement or the exercise of any rights pursuant to this Agreement.
4.21
SEC or FINRA Inquiries. On March 8, 2013, the Company was notified that the
Securities and Exchange Commission (“SEC”) had suspended the trading of the Company’s securities for
10 days, until March 21, 2013. This temporary suspension of trading arose out of concerns that the
Company had incorrectly stated within its public filings and press releases that certain components related
to the Company’s Target Antigen Detection System (“Target System”) are patented, when these patents
have expired. The Company, after discussions with the SEC and with the Company’s counsel, has
addressed any questions raised regarding the accuracy of assertions in the Company’s public filings. The
Company has clarified the status of the patents in question, and the way in which the Company refers to
its Target System components. The Company has also clarified that it currently has filed four patent
applications with the USPTO, which are deemed “patent pending”, and the Company has disclosed that
there can be no assurance that the patents will be granted. On May 10, 2013, the Company filed its new
form 15c211 with a FINRA Member Market Maker, in order that the Company’s shares can resume
trading on the OTCBB and OTCQB markets, pursuant to Rule 15c2-11 under the Exchange Act, which
states that at the termination of the trading suspension, no quotation may be entered unless and until the
Company has strictly complied with all of the provisions of the rule, including the filing of a new Form
15c2-11 and obtaining FINRA approval to commence trading. The Company received a letter from
FINRA that the Agency had approved the Company for trading and the Company commenced trading on
August 19th 2013.
4.22
Completeness of Disclosure. No representation or warranty by PARALLAX in this
Agreement, nor any certificate, Schedule, statement, document or instrument furnished or to be furnished
by PARALLAX pursuant hereto, contains or will, to the best of PARALLAX’s knowledge, contain any
untrue or misleading statement of a Material fact or omits or will omit to state a Material fact required to
be stated herein.
4.23
Information from Sellers. PARALLAX has made all requests for information and
Disclosures that it requires and Sellers have responded to all those requests.
5.
CLOSING CONDITIONS
5.1
Conditions Precedent to Closing by PARALLAX. The obligation of PARALLAX to
consummate the Transaction is subject to the satisfaction or written waiver of the conditions set forth
below by a date mutually agreed upon by the Parties hereto in writing and in accordance with this
Agreement, which shall in any event be no later than 5:00 p.m. PST on September 30, 2016. The Closing
of the Transaction will be deemed to mean a waiver of all conditions to Closing. These conditions
precedent are for the benefit of PARALLAX and may be waived by PARALLAX in its sole discretion.
(a)
Representations and Warranties. The representations and warranties of Sellers set forth
in this Agreement will be true, correct and complete in all Material respects as of the
Closing Date, to the best of Sellers’ knowledge, as though made on and as of the Closing
Date and Sellers will have delivered to PARALLAX a certificate dated as of the Closing
Date, to the effect that the representations and warranties made by Sellers in this
Agreement are true and correct to the best of Sellers’ knowledge.
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(b)
Performance. All of the covenants and obligations that Sellers are required to perform or
to comply with pursuant to this Agreement at or prior to the Closing must have been
performed and complied with in all Material respects.
(c)
Transaction Documents.
This Agreement, Schedules and Exhibits, the Sellers’
Documents, and all other documents necessary or reasonably required to consummate the
Transaction, all in form and substance reasonably satisfactory to PARALLAX, will have
been executed and delivered to PARALLAX.
(d)
Third Party Consents. PARALLAX will have received duly executed copies of all third
party consents and approvals contemplated by this Agreement, in form and substance
reasonably satisfactory to PARALLAX.
(e)
No Material Adverse Effect. No Material Adverse Effect by Selling Entity will have
occurred since the date of this Agreement.
(f)
No Action. No suit, action, or proceeding, except as already disclosed between the
former owner of the PARALLAX subsidiary Roxsan Pharmacy, will be pending or
threatened which would:
(i)
prevent the consummation of any of the transactions contemplated by this
Agreement; or
(ii)
cause the Transaction to be rescinded following consummation.
(g)
Due Diligence Generally. PARALLAX and its legal counsel will be reasonably satisfied
with their due diligence investigation of Selling Entity that is reasonable and customary
in a transaction of similar nature to that contemplated by this Transaction, including:
(i)
receipt and review of materials, documents, third party contracts and information
in the possession and control of Sellers which are reasonably germane to the
Transaction;
(ii)
a physical inspection of the assets of Selling Entity by PARALLAX or its
representatives; and
(iii)
title to the Material assets of Selling Entity.
5.2
Conditions Precedent to Closing by Sellers. The obligation of Sellers to consummate the
Transaction is subject to the satisfaction or written waiver of the conditions set forth below by a date
mutually agreed upon by the Parties hereto in writing and in accordance with this Agreement, which shall
in any event be no later than 5:00 p.m. PST on September 30, 2016 or as otherwise stated in this
Agreement. The Closing of the Transaction will be deemed to mean a waiver of all conditions to Closing.
These conditions precedent are for the benefit of Sellers and may be waived by Sellers in their discretion.
(a)
Employment Agreement. QOLPOM and Selling Shareholders will agree to and execute
that employment agreement with Nathaniel Bradley (“Bradley Employment Agreement”)
attached hereto as Exhibit “A”.
(b)
Representations and Warranties. The representations and warranties of PARALLAX set
forth in this Agreement will be true, correct and complete in all respects as of the Closing
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Date, as though made on and as of the Closing Date and PARALLAX will have delivered
to Sellers a certificate dated as of the Closing Date, to the effect that the representations
and warranties made by PARALLAX in this Agreement are true and correct.
(c)
Performance. All of the covenants and obligations that PARALLAX is required to
perform or to comply with pursuant to this Agreement at or prior to the Closing,
including delivery of PARALLAX Documents, must have been performed and complied
with in all Material respects, which in some instances is by no later than 3:00 p.m. on the
day before the Closing.
(d)
Transaction Documents. This Agreement, including Schedules, the PARALLAX
Documents and all other documents necessary or reasonably required to consummate the
Transaction, all in form and substance reasonably satisfactory to Sellers, will have been
executed and delivered by PARALLAX.
(e)
No Material Adverse Effect. No PARALLAX Material Adverse Effect will have
occurred since the date of this Agreement.
(f)
No Action. No suit, action, or proceeding, will be pending or threatened before any
governmental or regulatory authority wherein an unfavorable judgment, order, decree,
stipulation, injunction or charge would result in and/or:
(i)
prevent the consummation of any of the transactions contemplated by this
Agreement; or
(ii)
cause the Transaction to be rescinded following consummation.
(g)
Public Market. On the Closing Date, the shares of PARALLAX Common Stock will be
quoted on the OTC Quotation Board.
(h)
Due Diligence Generally. Sellers and their legal counsel will be reasonably satisfied with
their due diligence investigation of PARALLAX that is reasonable and customary in a
transaction of a similar nature to that contemplated by the Transaction, including receipt
of PARALLAX’s Disclosures and any information reasonably requested by Sellers.
6.
ADDITIONAL COVENANTS OF THE PARTIES
6.1
Notification of Financial Liabilities. Sellers will immediately give notice to PARALLAX
if Selling Entity receives any advice or notification from its independent certified public accounts that
Selling Entity has used any improper accounting practice that would have the effect of not reflecting or
incorrectly reflecting in the books, records, and accounts of Selling Entity, any properties, assets,
Liabilities, revenues, or expenses. This covenant will survive Closing and continue in full force and
effect.
6.2
Access and Investigation. Between the date of this Agreement and the Closing Date,
Selling Entity and PARALLAX will cause each of their respective representatives to:
(a)
afford the other and its representatives reasonable access to its personnel, properties,
assets, Contracts, books and records, and other documents and data;
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(b)
furnish the other and its representatives with copies of all such Contracts, books and
records, and other existing documents and data as required by this Agreement and as
reasonably requested; and
(c)
furnish the other and its representatives with such additional financial, operating, and
other data and information as reasonably requested.
All of such access, investigation and communication by a Party and its representatives will be conducted
during normal business hours and in a manner designed not to interfere unduly with the normal business
operations of the other Party. Each Party will instruct its auditors to cooperate with the other Party and its
representatives in connection with such investigations.
6.3
Confidentiality. All information regarding the business of Selling Entity including,
without limitation, financial information that Sellers provide to PARALLAX during PARALLAX’s due
diligence, will be kept in strict confidence by PARALLAX and will not be used (except in connection
with due diligence and presentation of the material to PARALLAX’s investors), dealt with, exploited or
commercialized by PARALLAX or disclosed to any third party (other than PARALLAX’s accountant
and legal advisors) without the prior written consent of Selling Shareholders. If the Transaction
contemplated by this Agreement does not proceed for any reason, then PARALLAX will immediately
return to Sellers (or as directed by Sellers) any information received regarding Selling Entity’s business.
Likewise, all information regarding the business of PARALLAX including, without limitation, financial
information that PARALLAX provides to Sellers during its due diligence, will be kept in strict
confidence by Sellers and will not be used (except in connection with due diligence), dealt with, exploited
or commercialized by Sellers or disclosed to any third party (other than Sellers’ accountant and legal
advisors) without PARALLAX’s prior written consent. If the Transaction contemplated by this
Agreement does not proceed for any reason, then Sellers will immediately return to PARALLAX (or as
directed by PARALLAX) any information received regarding PARALLAX’s business.
6.4
Notification. Between the date of this Agreement and the Closing Date, each Party will
promptly notify the other Parties in writing if it becomes aware of any fact or condition that causes or
constitutes a Material breach of any of its representations and warranties as of the date of this Agreement,
or if it becomes aware of the occurrence after the date of this Agreement of any fact or condition that
would cause or constitute a Material breach of any such representation or warranty had such
representation or warranty been made as of the time of occurrence or discovery of such fact or condition.
Should any such fact or condition require any change in the Schedules relating to such Party, such Party
will promptly deliver to the other Parties a supplement to the Schedules specifying such change. During
the same period, each Party will promptly notify the other Parties of the occurrence of any Material
breach of any of its covenants in this Agreement or of the occurrence of any event that may make the
satisfaction of such conditions impossible or unlikely.
6.5
Conduct of Selling Entity and PARALLAX Business Prior to Closing. From the date of
this Agreement to the Closing Date, and except to the extent agreed to in writing by the Parties, Selling
Entity and PARALLAX will each operate their businesses substantially as presently operated and only in
the ordinary course and in compliance with all applicable laws, and use their best efforts to preserve intact
their good reputation and present business organization and to preserve their relationships with persons
having business dealings with them.
6.6
Certain Acts Prohibited – Selling Entity. Except as expressly contemplated by this
Agreement or for purposes in furtherance of this Agreement, between the date of this Agreement and the
Closing Date, Selling Entity will not, without the prior written consent of PARALLAX:
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(a)
amend its articles of incorporation, articles of organization, bylaws, operating agreement
or other corporate documents;
(b)
incur any Liability or obligation other than in the ordinary course of business or
encumber or permit the encumbrance of any properties or assets of Selling Entity except
in the ordinary course of business;
(c)
dispose of or contract to dispose of any Selling Entity’s property or assets, including the
Intellectual Property Assets, except in the ordinary course of business consistent with
past practice;
(d)
issue, deliver, sell, pledge or otherwise encumber or subject to any lien any shares of the
QOLPOM Shares, or any rights, warrants or options to acquire, any such shares, voting
securities or convertible securities;
(e)
except as provided in this Agreement:
(i)
declare, set aside or pay any dividends on, or make any other distributions in
respect of the QOLPOM Shares, or
(ii)
split, combine or reclassify any QOLPOM Shares or issue or authorize the
issuance of any other securities in respect of, in lieu of or in substitution for
shares of the QOLPOM Shares; or
(f)
Materially increase benefits or compensation expenses of Selling Entity, other than as
contemplated by the terms of any employment agreement in existence on the date of this
Agreement, increase the cash compensation of any director, executive officer or other key
employee or pay any benefit or amount not required by a plan or arrangement as in effect
on the date of this Agreement to any such person.
6.7
Certain Acts Prohibited - QOLPOM. Except as expressly contemplated by this
Agreement, between the date of this Agreement and the Closing Date, PARALLAX will not, without the
prior written consent of Sellers:
(a)
amend its articles, bylaws or other incorporation documents;
(b)
incur any Liability or obligation or encumber or permit the encumbrance of any
properties or assets of QOLPOM except in the ordinary course of business consistent
with past practice;
(c)
dispose of or contract to dispose of any QOLPOM property or assets except in the
ordinary course of business consistent with past practice;
(d)
Materially increase benefits or compensation expenses of QOLPOM, increase the cash
compensation of any director, executive officer or other key employee or pay any benefit
or amount to any such person.
6.8
Public Announcements. PARALLAX and Sellers each agree that they will not release or
issue any reports or statements or make any public announcements relating to this Agreement or the
Transaction contemplated herein without the prior written consent of the other Party, except as may be
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required upon written advice of counsel to comply with applicable laws or regulatory requirements after
consulting with the other Party hereto and seeking their reasonable consent to such announcement.
6.9
Purchase and Sale of QOLPOM Shares not occur by September 30, 2016. Should the
purchase and sale of the QOLPOM Shares as provided for by Section 2.1 herein not occur by September
30, 2016, then no matter what the reason therein the terms and conditions and provision of this
Agreement shall be null and void and of no legal effect and no party hereto shall have any rights or
obligations arising out of this Agreement unless the parties in writing agree to extend the Closing Date. In
any event, however, and even if the parties so extend the Closing Date, Sellers shall have the right to
discuss and negotiate with and agree with any third party as to the sale of the business or assets or any of
the capital stock of Selling Entity.
7.
CLOSING
7.1
Closing. The Closing shall take place at the offices of PARALLAX. Notwithstanding
the location of the Closing, each Party agrees that the Closing may be completed by the exchange of
undertakings between the respective legal counsel for the Sellers and PARALLAX, provided such
undertakings are satisfactory to each Party’s respective legal counsel.
7.2
Closing Deliveries of Sellers. At Closing, Sellers will deliver or cause to be delivered the
following, fully executed and in the form and substance reasonably satisfactory to PARALLAX:
(a)
copies of all resolutions and/or consent actions adopted by or on behalf of the board of
directors of the Selling Entity evidencing approval of this Agreement and the
Transaction;
(b)
share certificates representing the QOLPOM Shares;
(c)
all certificates and other documents required by this Agreement; and
(d)
the Selling Entity’s Documents and any other necessary documents, each duly executed
by Selling Entity or Selling Shareholders, as required to give effect to the Transaction.
(e)
Philips TeleMonitoring Sales and Service Agreement.
(f)
Trapollo, LLC Master Service Agreement.
(g)
Victory Medical Solutions, LLC.
(h)
Telivita, Inc. Service Agreement
(i)
QOLPOM, La Frontera, Inc. Service Agreement
(j)
Office Lease Agreement
(k)
the QOLPOM-Lafrontera Royalty Agreement;
7.3
Closing Deliveries of PARALLAX. At Closing, PARALLAX will deliver or cause to be
delivered within ten days following, fully executed and in the form and substance reasonably satisfactory
to Sellers:
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(a)
its delivery of a Common Stock Purchase Agreement granting to Selling Shareholders the
right to purchase Five Million (5,000,000) Shares of PARALLAX common stock with a
par value of $.001, which shall have been received by Selling Shareholders no later than
September 30, 2016 at such location as stated in Section 2.6 herein or by payment at the
Closing by an escrow company reasonably acceptable to Sellers;
(b)
the Cash Earn-Out Agreement;
(c)
copies of all resolutions and/or consent actions adopted by or on behalf of the board of
directors of PARALLAX evidencing approval of this Agreement and the Transaction;
(d)
all other certificates, amendments and other documents required by this Agreement; and
(e)
the PARALLAX Documents and any other necessary documents, each duly executed by
PARALLAX, as required to give effect to the Transaction.
8.
TERMINATION
8.1
Termination. This Agreement shall be terminated at any time prior to the Closing Date
contemplated hereby by:
(a)
mutual agreement of PARALLAX and Sellers;
(b)
PARALLAX, if there has been a Material breach by Sellers of any Material
representation, warranty, covenant or agreement set forth in this Agreement on the part of
Sellers that is not cured, to the reasonable satisfaction of PARALLAX, within ten (10)
business days after notice of such breach is given to PARALLAX (except that no cure
period will be provided for a breach by Sellers that by its nature cannot be cured);
(c)
Sellers, if there has been a Material breach by PARALLAX of any Material
representation, warranty, covenant or agreement set forth in this Agreement on the part of
PARALLAX that is not cured, to the reasonable satisfaction of Sellers, within ten (10)
business days after notice of such breach is given to Sellers, except that no cure period
will be provided for a breach by PARALLAX of its obligation to make the timely and
full payments stated in Sections 7.3 (a) and 7.3 (b), and PARALLAX’s failure to make
any such full and timely payment shall in any such case be a material breach of this
Agreement and shall entitle Sellers to all rights and remedies therein;
(d)
the parties pursuant to Section 6.10 herein, if the Transaction contemplated by this
Agreement has not been consummated on or before September 30, 2016 unless such date
is extended by both parties in writing; and
(e)
PARALLAX or Sellers if any permanent injunction or other order of a governmental
entity of competent authority preventing the consummation of the Transaction
contemplated by this Agreement has become final and non-appealable.
8.2
Effect of Termination. In the event of the termination of this Agreement pursuant to its
terms, this Agreement will be of no further force or effect; provided, however, that no termination of this
Agreement will relieve any Party of liability for any breaches of this Agreement that are based on a
wrongful refusal or failure to perform any obligations.
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9.
INDEMNIFICATION, REMEDIES, SURVIVAL
9.1
Agreement of Selling Entity to Indemnify. Selling Entity will indemnify, defend, and
hold harmless, to the full extent of the law, PARALLAX and its Directors, Officers and shareholders
from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred
by PARALLAX and its shareholders by reason of, resulting from, based upon or arising out of:
(a)
the breach by Selling Entity of any representation or warranty of Selling Entity contained
in or made pursuant to this Agreement, any Selling Entity Document or any certificate or
other instrument delivered pursuant to this Agreement; or
(b)
the breach or partial breach by Selling Entity of any covenant or agreement of Sellers
made in or pursuant to this Agreement, any Selling Entity Documents or any certificate
or other instrument delivered pursuant to this Agreement.
9.2
Agreement of the Selling Shareholders to Indemnify. Selling Shareholders will
indemnify, defend, and hold harmless, to the full extent of the law, PARALLAX and its shareholders
from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred
by PARALLAX and its shareholders by reason of, resulting from, based upon or arising out of:
(a)
any breach by Selling Shareholders of this Agreement.
9.3
Agreement of PARALLAX to Indemnify. PARALLAX will indemnify, defend, and hold
harmless, to the full extent of the law, Sellers from, against, for, and in respect of any and all Losses
asserted against, relating to, imposed upon, or incurred by Sellers by reason of, resulting from, based
upon or arising out of:
(a)
the breach by PARALLAX of any representation or warranty of PARALLAX contained
in or made pursuant to this Agreement, any PARALLAX Document or any certificate or
other instrument delivered pursuant to this Agreement; or
(b)
the breach or partial breach by PARALLAX of any covenant or agreement of
PARALLAX made in or pursuant to this Agreement, any PARALLAX Document or any
certificate or other instrument delivered pursuant to this Agreement.
10.
MISCELLANEOUS PROVISIONS
10.1
Effectiveness of Representations; Survival. Each Party is entitled to rely on the
representations, warranties and agreements of each of the other Parties and all such representations,
warranties and agreements will be effective regardless of any investigation that any Party has undertaken
or failed to undertake. Unless otherwise stated in this Agreement, and except for instances of fraud, the
representations, warranties and agreements will survive the Closing Date and continue in full force and
effect until one (1) year after the Closing Date.
10.2
Further Assurances. Each of the Parties hereto will cooperate with the others and execute
and deliver to the other Parties hereto such other instruments and documents and take such other actions
as may be reasonably requested from time to time by any other Party hereto as necessary to carry out,
evidence, and confirm the intended purposes of this Agreement.
10.3
Amendment. This Agreement may not be amended except by an instrument in writing
signed by each of the Parties.
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10.4
Expenses. PARALLAX and Seller will bear all their respective costs incurred in
connection with the preparation, execution and its performance of this Agreement and the Transaction
contemplated hereby, including all fees and expenses of agents, representatives and accountants, except
the fee of the professional independent valuer of the Inventory, which shall be borne equally by
PARALLAX and QOLPOM.
10.5
Entire Agreement. This Agreement, the Schedules attached hereto and the other
documents in connection with this transaction contain the entire agreement between the Parties with
respect to the subject matter hereof and supersede all prior arrangements and understandings, both written
and oral, expressed or implied, with respect thereto. Any preceding correspondence or offers are
expressly superseded and terminated by this Agreement.
10.6
Notices. All notices and other communications required or permitted under this
Agreement must be in writing and will be deemed given if sent by personal delivery, faxed with
electronic confirmation of delivery, internationally-recognized express overnight courier, or registered or
certified mail (return receipt requested), postage prepaid, to the Parties at the addresses provided on the
first page of this Agreement.
All such notices and other communications will be deemed to have been received:
(a)
in the case of personal delivery, on the date of such delivery;
(b)
in the case of a fax, when the party sending such fax has received electronic confirmation
of its delivery;
(c)
in the case of delivery by internationally-recognized express overnight courier, on the
business day following dispatch; and
(d)
in the case of mailing, on the fifth (5th) business day following mailing.
10.7
Headings. The headings contained in this Agreement are for convenience purposes only
and will not affect in any way the meaning or interpretation of this Agreement.
10.8
Benefits. This Agreement is and will only be construed as for the benefit of or
enforceable by those persons who are parties to this Agreement.
10.9
Assignment. This Agreement may not be assigned (except by operation of law) by any
Party without the consent of the other Parties in this sole discretion and any purported assignment without
such consent shall be null and void and of no legal effect whatsoever.
10.10
Governing Law. This Agreement will be governed by and construed in accordance with
the laws of the State of California applicable to contracts made and to be performed therein. If a party
should commence an action alleging a breach of this Agreement, venue will lie in any federal or state
court of competent jurisdiction in Los Angeles County, California. In such action, the prevailing party
therein as part of its award shall be entitled to receive its attorneys’ fees and costs of such action.
10.11
Construction. The language used in this Agreement will be deemed to be the language
chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied
against any Party.
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10.12
Gender. All references to any Party will be read with such changes in number and gender
as the context or reference requires.
10.13
Business Days. If the last or appointed day for the taking of any action required or the
expiration of any rights granted herein shall be a Saturday, Sunday or a United States legal holiday, then
such action may be taken or right may be exercised on the next succeeding day which is not a Saturday,
Sunday or such a legal holiday.
10.14
Counterparts. This Agreement may be executed in one or more counterparts, all of which
will be considered one and the same agreement and will become effective when one or more counterparts
have been signed by each of the Parties and delivered to the other Parties, it being understood that all
Parties need not sign the same counterpart.
10.15
Electronic Execution. This Agreement may be executed by delivery of executed
signature pages by electronic reproduction, email, fax and such email or fax reproduction execution will
be effective for all purposes.
10.16
Schedules and Exhibits. The Schedules and Exhibits are attached to this Agreement and
incorporated herein.
(The remainder of this page intentionally left blank)
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Parllax Health Sciences, Inc QOLPOM, Inc. Purchase and Sale Agreement
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August 31, 2016
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the effective
date first above written.
PARALLAX HEALTH SCIENCES, INC.
Per:
Authorized Signatory
Name: J. Michael Redmond
Title: CEO/President
QOLPOM, INC.
Per:
_________________________________
Authorized Signatory
Name: Nathanial T. Bradley
Title: President
SELLING SHAREHOLDERS:
INTELLECTUAL PROPERTY NETWORK, INC.
Per:
Name: Nathanial T. Bradley
Title: President
Shares: 100
DANIEL J. RANIER
Per: _______________________________
Name: Daniel J. Ranieri
Shares: 20
DAVID BRADLEY
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Parllax Health Sciences, Inc QOLPOM, Inc. Purchase and Sale Agreement
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August 31, 2016
Per: _______________________________
Name: David Bradley
Shares: 20
MICHAEL PRUDENCE
Per: _______________________________
Name: Michael Prudence
Shares: 10
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August 31, 2016
SCHEDULES
Schedule “A” -
Selling Shareholders and Consideration
Schedule “B” -
U.S. Certificate of Selling Shareholders
Schedule “C” -
Directors and Officers of Selling Entity
Schedule “D” -
PARALLAX Board Resolution to Approve Acquisition
Schedule “E” -
PARALLAX Board Resolution to sell Shares
Schedule “F” -
QOLPOM’s Corporate Documents
Schedule “G” -
QOLPOM Intellectual Property
Schedule “H” -
QOLPOM Intellectual Property Assignment
Schedule “I”
-
QOLPOM Board Resolution to Approve Sale
Schedule “J”
-
QOLPOM Shares
Schedule “K” -
QOLPOM Regulatory Licenses
Schedule “L”
List of all i(in)ventor-y and assets of QOLPOM
Schedule “M” -
Directors and Officers of PARALLAX
Schedule “N” -
PARALLAX Corporate Documents
Schedule “O” -
QOLPOM Power of Attorney to Transfer Shares
Schedule “P” -
Executive Employment Agreement
Schedule “Q” -
PARALLAX Common Stock Purchase Agreement
Schedule “R” -
PARALLAX Employee Stock Option Plan
Schedule “S” -
PARALLAX Common Stock Options
Schedule “T” -
QOLPOM-Lafrontera Royalty Agreement
Schedule “U” -
QOLPOM Agreements
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Parllax Health Sciences, Inc QOLPOM, Inc. Purchase and Sale Agreement
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August 31, 2016
SCHEDULE “A”
Selling Shareholders & Consideration
Intellectual Property Network, Inc.
100 Shares
Daniel J. Ranieri
20 Shares
David Bradley
20 Shares
Michael Prudence
20 Shares
__________________________________________________________________
SCHEDULE “B”
U.S Certificate of Selling Shareholders
SCHEDULE “C”
Directors and Officers of Selling Entity
Nathaniel T. Bradley
President, Director
Debbie Hughes
Secretary, Treasurer
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Parllax Health Sciences, Inc QOLPOM, Inc. Purchase and Sale Agreement
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August 31, 2016
SCHEDULE “D”
Parallax Board Resolution to Approve Acquisition
SCHEDULE “E”
Parallax Board Resolution to Sell Shares & Issue Options
SCHEDULE “F”
QOLPOM’S Corporate Documents:
By Laws, Article of Incorporation & Certificate of Good Standing
SCHEDULE “G”
QOLPOM’s Intellectual Property
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August 31, 2016
SCHEDULE “H”
QOLPOM’s Assignment of Intellectual Property
SCHEDULE “I”
QOLPOM’s Board Resolution to Approve Sale
SCHEDULE “J”
QOLPOM Shares
SCHEDULE “K”
QOLPOM Regulatory Licenses
SCHEDULE “L”
List of all Inventory and Assets of QOLPOM
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SCHEDULE “M”
Directors and Officers of PARALLAX
SCHEDULE “N”
PARALLAX Corporate Documents
SCHEDULE “O”
QOLPOM Power of Attorney to Transfer Shares
SCHEDULE “P”
QOLPOM Executive Employment Agreement
SCHEDULE “Q”
PARALLAX Common Stock Purchase Agreement
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Parllax Health Sciences, Inc QOLPOM, Inc. Purchase and Sale Agreement
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August 31, 2016
SCHEDULE “R”
PARALLAX Employee Stock Option Plan
SCHEDULE “S”
PARALLAX Common Stock Options
SCHEDULE “T”
QOLPOM - La Frontera Royalty Agreement
SCHEDULE “U”
QOLPOM Agreements
(a)
Philips TeleMonitoring Sales and Service Agreement.
(b)
Trapollo, LLC Master Service Agreement.
(c)
Victory Medical Solutions, LLC.
(d)
Telivita, Inc. Service Agreement
(e)
QOLPOM, La Frontera, Inc. Service Agreement
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