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Securities Purchase Agreement

 

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Title:

Securities Purchase Agreement

Entities:

Inzon Corp; Nasdaq Stock Market Inc.

Date:

2006

Size:

Preview shows 18KB of 81KB total

Price:

$43

ID:

#1605017

 

 

► Purchase & Sale ► Purchase ► Stock ► Securities Purchase Agreements
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INZON CORPORATION

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this "Agreement") is made and
entered into as of March 27, 2006, by and between InZon Corporation, a Nevada
corporation (the "Company"), and MACENTA GROUP, LLC, a limited liability
company organized under the laws of the State of Missouri (the "Purchaser").

RECITALS

WHEREAS, the Company has authorized the sale of shares of the Company's
common stock, par value $.001 per share (the "Common Stock") at a price per
share of Common Stock ("Share Price") more particularly described below;

WHEREAS, Purchaser desires to purchase the Common Stock on the terms and
conditions set forth herein; and

WHEREAS, the Company desires to issue and sell the Common Stock to
Purchaser on the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual promises, representations, warranties and covenants hereinafter set
forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1. AGREEMENT TO SELL AND PURCHASE. Pursuant to the terms and conditions
set forth in this Agreement, on each Closing Date (as defined in Section
2.1), the Company agrees to sell to the Purchaser, and the Purchaser hereby
agrees to purchase from the Company a quantity of Common Stock in accordance
with the terms of this Agreement. The Common Stock to be purchased hereunder
shall be known as the "Offering."

2. CLOSING, DELIVERY AND PAYMENT.

2.1 CLOSINGS. Subject to the terms and conditions herein, the
closing of the transactions contemplated hereby (each a "Closing"), shall
take place at such times and places as the Company and Purchaser may mutually
agree (each a "Closing Date"); provided, however, that the first such Closing
shall be no later than March 31, 2006, and the last such Closing shall be no
later than May 8, 2006.

2.2 DELIVERY. At each of the Closings, subject to the terms and
conditions hereof, the Company will deliver to the Purchaser, among other
things, the negotiated quantity of Common Stock (in the manner more
particularly described hereinafter), and the Purchaser will deliver to the
Company, among other things, the negotiated sum by wire transfer or ready
funds made payable to the order of the Company.

2.3 MINIMUM CONSIDERATION. At any Closing, the funds paid by
Purchaser for Common Stock shall not be less than One Million U.S. dollars
($1,000,000.00).




**CONFIDENTIAL TREATMENT REQUESTED

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company hereby represents and warrants to the Purchaser, as of the
date of this Agreement, as set forth below except as disclosed in the
Company's filings (collectively, the "SEC Reports") under the Securities
Exchange Act of 1934 (the "Exchange Act"), made by the Company on or before
the date of this Agreement.

3.1 ORGANIZATION, GOOD STANDING AND QUALIFICATION. The Company is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Nevada. The Company has the corporate power and
authority to own and operate its properties and assets, to execute and
deliver this Agreement, to issue and sell the shares of Common Stock issuable
hereunder, and to carry out the provisions of this Agreement and to carry on
its business as presently conducted. The Company is duly qualified and is
authorized to do business and is in good standing as a foreign corporation in
all jurisdictions in which the nature of its activities and of its properties
(both owned and leased) makes such qualification necessary, except for those
jurisdictions in which failure to do so would not have a material adverse
effect on the Company or its business.

3.2 SUBSIDIARIES. The Company has no subsidiaries.

3.3 CAPITALIZATION; VOTING RIGHTS.

(a) The authorized capital stock of the Company, as of December
31, 2005, consisted of (i) 500,000,000 shares of stock, par value $.001 per
share, of which 34,649,150 shares of Common Stock and no shares of Preferred
Stock were issued and outstanding. The Company will at all times have
authorized and reserved a sufficient number of shares of Common Stock to
provide for the issuance of Common Stock to be sold to Purchaser hereunder.

(b) Except as disclosed in any SEC Reports, and except for the
shares of Common Stock to be issued to Purchaser pursuant to this Agreement,
there are no material outstanding options, warrants, rights (including
preemptive rights and rights of first refusal) to subscribe to, call or
commitment of any character whatsoever relating to, or securities or rights
convertible into, any shares of capital stock of the Company. There exist no
proxy or stockholder agreements, or arrangements or agreements of any kind
for the purchase or acquisition from the Company of any of its securities.
None of the offer, issuance or sale of the Common Stock or the consummation
of any transaction contemplated hereby will result in a change in the price
or number of any securities of the Company outstanding, under anti-dilution
or other similar provisions contained in or affecting any such securities.

(c) All issued and outstanding shares of the Company's Common
Stock (i) have been duly authorized and validly issued and are fully paid and
non-assessable and (ii) were issued in compliance with all applicable state
and federal laws concerning the issuance of securities, and no stockholder
has a right of rescission or damages against the Company with respect
thereto.

(d) The rights, preferences, privileges and restrictions of
the shares of the Common Stock are as stated in the Articles of Incorporation
(the "CHARTER") of the Company. The shares of Common Stock to be issued to
Purchaser hereunder have been duly and validly reserved for issuance. When
issued in compliance with the provisions of this Agreement and the Company's
Charter, the





**CONFIDENTIAL TREATMENT REQUESTED

shares of Common Stock will be validly issued, fully paid and non-assessable,
will be free of any liens or encumbrances, but may be subject to restrictions
on transfer under state and/or federal securities laws.

(e) No stock plan, stock purchase, stock option or other
agreement or understanding between the Company and any holder of any equity
securities of the Company or rights to purchase equity securities of the
Company provides for acceleration or other changes in the vesting provisions
or other terms of such agreement or understanding as the result of any
merger, consolidated sale of stock or assets, change in control or any other
transaction(s) by the Company, including the transaction contemplated
hereunder.

3.4 AUTHORIZATION; BINDING OBLIGATIONS. All corporate action on the
part of the Company necessary for the authorization of this Agreement, the
performance of all obligations of the Company hereunder at the Closing, and
the authorization, sale, issuance and delivery to Purchaser of the Common
Stock has been taken or will be taken prior to any Closing and no further
consent or authorization of the Company, its board of directors or
stockholders is required. This Agreement, when executed and delivered by the
Company, will represent the valid and binding obligation of the Company
enforceable in accordance with its terms, except (a) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws of general
application affecting enforcement of creditors' rights, and (b) general
principles of equity that restrict the availability of equitable or legal
remedies. The sale of the Common Stock is not and will not be subject to any
preemptive rights or rights of first refusal that have not been properly
waived or complied with.

3.5 LIABILITIES. Except as disclosed in its SEC Reports, the
Company has no material liabilities and, to the best of its knowledge, knows
of no material contingent liabilities, except current liabilities incurred in
the ordinary course of business.

3.6 AGREEMENTS; ACTION. Except as otherwise set forth herein:

(a) Except as otherwise disclosed in any SEC Reports, there
are no agreements, understandings, instruments, contracts, proposed
transactions, judgments, orders, writs or decrees to which the Company is a
party or to its knowledge by which it is bound which may involve (i)
obligations (contingent or otherwise) of, or payments to, the Company in
excess of $100,000 (other than obligations of, or payments to, the Company
arising from purchase or sale agreements entered into in the ordinary course
of business), or (ii) the transfer or license of any patent, copyright, trade
secret or other proprietary right to or from the Company, or (iii) provisions
restricting the development, manufacture or distribution of the Company's
services or products, or (iv) indemnification by the Company with respect to
infringements of proprietary rights.

(b) Except as otherwise disclosed in any SEC Reports, the
Company has not (i) declared or paid any dividends, or authorized or made any
distribution upon or with respect to any class or series of its capital
stock, (ii) incurred any indebtedness for money borrowed or any other
liabilities, individually or in the aggregate, exceeding $100,000, (iii)
made any loans or advances to any person not in excess, individually or in
the aggregate, of $10,000, other than ordinary advances for travel expenses,
or (iv) sold, exchanged or otherwise disposed of any of its assets or rights,
other than the





**CONFIDENTIAL TREATMENT REQUESTED

sale of its inventory in the ordinary course of business. Except as disclosed
in its SEC Reports, the Company is not in default with respect to any
indebtedness.

(c) For the purposes of subsections (a) and (b) above, all
indebtedness, liabilities, agreements, understandings, instruments, contracts
and proposed transactions involving the same person or entity (including
persons or entities the Company has reason to believe are affiliated
therewith) shall be aggregated for the purpose of meeting the individual
minimum dollar amounts of such subsections.

3.7 OBLIGATIONS TO RELATED PARTIES. Except as otherwise disclosed
in any SEC Reports, there are no obligations of the Company to officers,
directors, stockholders or employees of the Company other than (a) for
payment of salary for services rendered, (b) reimbursement for reasonable
expenses incurred on behalf of the Company, (c) for other standard employee
benefits made generally available to all employees, and (d) obligations
listed in the Company's financial statements or disclosed in any of its SEC
Reports. Except as described above, none of the officers, directors or, to
the best of the Company's knowledge, key employees or stockholders of the
Company or any members of their immediate families, are indebted to the
Company, individually or in the aggregate, in excess of $10,000 or have any
direct or indirect ownership interest in any firm or corporation with which
the Company is affiliated or with which the Company has a business
relationship, or any firm or corporation which competes with the Company,
other than passive investments in publicly traded companies (representing
less than 1% of such company) which may compete with the Company. Except as
described above, no officer, director or stockholder, or any member of their
immediate families, is, directly or indirectly, interested in any material
contract with the Company and no agreements, understandings or proposed
transactions are contemplated between the Company and any such person. The
Company is not a guarantor or indemnitor of any indebtedness of any other
person, firm or corporation.

3.8 CHANGES. Since December 31, 2005, except as disclosed herein or
in the Company's SEC Reports, there has not been:

(a) Any change in the assets, liabilities, financial
condition, prospects or operations of the Company, other than changes in the
ordinary course of business, none of which individually or in the aggregate
has had or is reasonably expected to have a material adverse effect on such
assets, liabilities, financial condition, prospects or operations of the
Company;

(b) Except as disclosed in its SEC Reports, any resignation or
termination of any officer, key employee or group of employees of the
Company;

(c) Any material change, except in the ordinary course of
business, in the contingent obligations of the Company by way of guaranty,
endorsement, indemnity, warranty or otherwise;

(d) Any damage, destruction or loss, whether or not covered by
insurance, materially and adversely affecting the properties, business or
prospects or financial condition of the Company;

(e) Any waiver by the Company of a valuable right or of a
material debt owed to it;





**CONFIDENTIAL TREATMENT REQUESTED

(f) Any direct or indirect material loan made by the Company
to any stockholder, employee, officer or director of the Company, other than
advances made in the ordinary course of business;

(g) Any material change in any compensation arrangement or
agreement with any employee, officer, director or stockholder;

(h) Any declaration or payment of any dividend or other
distribution of the assets of the Company;

(i) Any labor organization activity related to the Company;

(j) Any debt, obligation or liability incurred, assumed or
guaranteed by the Company, except those for immaterial amounts and for
current liabilities incurred in the ordinary course of business;

(k) Any sale, assignment or transfer of any patents,
trademarks, copyrights, trade secrets or other intangible assets;

(l) Any change in any material agreement to which the Company
is a party or by which it is bound which may materially and adversely affect
the business, assets, liabilities, financial condition, operations or
prospects of the Company;

(m) Any other event or condition of any character that, either
individually or cumulatively, has or may materially and adversely affect the
business, assets, liabilities, financial condition, prospects or operations
of the Company; or

(n) Any arrangement or commitment by the Company to do any of
the acts described in subsection (a) through (m) above.

3.9 TITLE TO PROPERTIES AND ASSETS; LIENS, ETC. Except as otherwise
disclosed in its SEC Reports, the Company has good and marketable title to
its assets, and good title to its leasehold estates, in each case subject to
no mortgage, pledge, lien, lease, encumbrance or charge, other than (a) those
resulting from taxes which have not yet become delinquent, (b) minor liens
and encumbrances which do not materially detract from the value of the
property subject thereto or materially impair the operations of the Company,
and (c) those that have otherwise arisen in the ordinary course of business.
All facilities, machinery, equipment, fixtures, vehicles and other properties
owned, leased or used by the Company are in good operating condition and
repair and are reasonably fit and usable for the purposes for which they are
being used. The Company is in compliance with all material terms of each
lease to which it is a party or is otherwise bound.

3.10 INTELLECTUAL PROPERTY.

(a) The Company owns or possesses sufficient legal rights to
all patents, trademarks, service marks, trade names, copyrights, trade
secrets, licenses, information and other proprietary rights and processes
necessary for its business as now conducted and to the Company's knowledge as
presently proposed to be conducted (the "INTELLECTUAL PROPERTY"), without any
known infringement of the rights of others. There are no outstanding options,
licenses or agreements of any kind relating to the foregoing proprietary
rights, nor is





**CONFIDENTIAL TREATMENT REQUESTED

the Company bound by or a party to any options, licenses or agreements of any
kind with respect to the patents, trademarks, service marks, trade names,
copyrights, trade secrets, licenses, information and other proprietary rights
and processes of any other person or entity.

(b) The Company has not received any communications alleging
that the Company has violated any of the patents, trademarks, service marks,
trade names, copyrights or trade secrets or other proprietary rights of any
other person or entity, nor is the Company aware of any basis therefor.

(c) The Company does not believe it is or will be necessary to
utilize any inventions, trade secrets or proprietary information of any of

 

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