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Acquisition Agreement

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Title:

Acquisition Agreement

Entities:

Nutra Pharma Corp

Date:

2005

Size:

24KB total

Price:

$41

ID:

#1461407

► M&A ► Acquisition Agreements

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THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

ACQUISITION AGREEMENT

THIS AGREEMENT (hereinafter the agreement), made and entered into as of the 28^th day of February, 2004 and modified on the 31^st day of December, 2004, by and between Nutra Pharma Corp., a California corporation (hereinafter Nutra Pharma), and Receptopharm, Inc., a Nevada corporation (hereinafter Receptopharm), by and for the benefit of its shareholders, who, in consideration of the mutual promises and covenants contained herein, agree as follows:

1. RECITALS:

This agreement is made and entered into with reference to the following facts and circumstances:

A. Nutra Pharma is a publicly held California corporation, with currently issued and outstanding 54,099,457 shares of common stock, whose business plan consists of the development of bio pharmaceutical products, and is the licensee of certain intellectual property, consisting of a bioactive peptide cobratoxin that has been inactivated by ozonation and that is labeled and used for treating MS or HIV, a description of which is attached hereto and incorporated by reference herein as Attachment 1 (hereinafter referred to as the MS/HIV intellectual property.)

B. Nutra Pharma is a publicly held and reporting company, whose securities are quoted on the NASD Over-the-Counter Bulletin Board under the trading symbol, NPHC.

C. Receptopharm is a privately held Nevada corporation, with 8,657,778 shares of its common stock currently issued and outstanding, who is interested in Nutra Pharma taking a significant equity position in its common stock, in order to improve its opportunities for the development of its bio pharmaceutical products and the financing of that development.


	1

2. ACQUISITION OF RECEPTOPHARM STOCK.

In exchange for an amount of common stock to be issued by Receptopharm from its treasury pursuant to Section 4(2) of the Securities Act of 1933, which amount of common stock shall equal 4,444,444 shares, Nutra Pharma shall assign all of its right, title and interest in and to the MS/HIV intellectual property described in Attachment 1 to Receptopharm, and will contribute working capital for the development of Receptopharm, its technology and products as follows:

A. Receptopharm acknowledges receipt of $1,250,000 in capital contributions from Nutra Pharma, to be applied toward Nutra Pharmas entire capital commitment to Receptopharm.

B. Nutra Pharma shall contribute additional capital to Receptopharm in the aggregate amount of $750,000, pursuant to the schedule (Attachment 2) attached, for a total capital commitment of $2 million.

3. POST CLOSING COVENANTS

Rik Deitsch, Nutra Pharmas President, is a member of Receptopharm's board of directors.

4. CONDITIONS PRECEDENT TO NUTRA PHARMAS PERFORMANCE

The acquisition of Receptopharm stock is conditioned upon the following:

A. There shall have been no material adverse change in the business or conditions (financial or otherwise) of Receptopharm since the execution of the letter of intent between the parties.

B. The representations and warranties contained in this agreement shall have been true in all material respects when made, and, in addition, shall be true and correct in all material respects as of the Closing Date, except for representations and warranties specifically relating to a time or times other than the Closing Date (which shall be true and correct in all material respects at such time or times) and except for changes contemplated and permitted by this Agreement, with the same force and effect as if made as of the Closing Date. Receptopharm shall have performed or complied in all material respects with all terms, agreements, and covenants and conditions required by this Agreement to be performed by it or prior to the Closing Date, and shall deliver a certificate of its President and Secretary or Assistant Secretary to such effect on the Closing Date.

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