{"id":43354,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/common-stock-purchase-agreement-1-800-attorney-inc-and-rubin.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"common-stock-purchase-agreement-1-800-attorney-inc-and-rubin","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/common-stock-purchase-agreement-1-800-attorney-inc-and-rubin.html","title":{"rendered":"Common Stock Purchase Agreement &#8211; 1-800-ATTORNEY Inc. and Rubin Investment Group Inc."},"content":{"rendered":"<pre>                         COMMON STOCK PURCHASE AGREEMENT\n                         -------------------------------\n\n\n            This Common Stock Purchase Agreement (the \"Agreement\"), is entered\ninto as of October 21st, 2002 by and among 1-800-ATTORNEY, Inc., a Florida\ncorporation (the \"Company\") and Rubin Investment Group, Inc., a New York\nCorporation (the \"Purchaser\").\n\n                                   BACKGROUND\n                                   ----------\n\n            The Company desires to sell to Purchaser, and Purchaser desires to\npurchase from the Company, shares of the Common Stock of the Company, on the\nterms and conditions set forth in this Agreement. The Company desires to appoint\nPurchaser, and Purchaser desires to be appointed, to serve as the Chairman of\nthe Company's Board of Directors and as the Chief Executive Officer of the\nCompany. Therefore, in consideration of the promises and mutual covenants set\nforth herein, and for other good and valuable consideration, the receipt and\nsufficiency of which is hereby acknowledged, the parties agree as follows:\n\n                                      TERMS\n                                      -----\n\n1.          AUTHORIZATION AND SALE OF SHARES.\n            --------------------------------\n\n            1.1 AUTHORIZATION. The Company has authorized the issuance and sale\npursuant to this Agreement of Three Million Three Hundred Fifty Thousand\n(3,350,000) shares of its Common Stock (the \"Shares\"). The Shares have the\nrights, restrictions, privileges and preferences set forth in the Articles of\nAmendment to the Articles of Incorporation attached hereto as Exhibit A (the\n\"Amendment\").\n\n            1.2 SALE. Subject to the terms and conditions set forth herein and\nin the Subscription Agreement (as defined below), the Company hereby agrees to\nissue and sell to the Purchaser, and the Purchaser hereby agrees to purchase\nfrom the Company, the Shares at the purchase price of Thirty-Eight and Four\nTenths Cents ($0.384) per Share.\n\n            1.3 SUBSCRIPTION AGREEMENTS. Simultaneously with the execution and\ndelivery of this Agreement, Purchaser is executing and delivering to the Company\na Subscription Agreement for the purchase of the Two Hundred Twenty-Five\nThousand (225,000) Shares in the form attached hereto as Exhibit B (the \"First\nCommon Stock Subscription Agreement\"). At such time as the parties hereto shall\nagree upon, Purchaser shall execute and deliver to the Company a second\nSubscription Agreement for the purchase of Three Million One Hundred Twenty-Five\nThousand (3,125,000) Shares in the form attached hereto as Exhibit C (the\n\"Second Common Stock Subscription Agreement\", and collectively with the First\nCommon Stock Subscription Agreement, the \"Subscription Agreements\").\n\n                                      E-17\n\n\n\n2.          SALE, PURCHASE AND DELIVERY OF SHARES.\n            -------------------------------------\n\n            2.1 SALE AND PURCHASE OF THE SHARES. The sale and purchase of the\nShares shall occur concurrently with the execution and delivery of the\nSubscription Agreements.\n\n            2.2 DELIVERY OF THE SHARES. Subject to the terms and conditions\nhereof and of the Subscription Agreements, the Company will deliver to the\nPurchaser, certificates, in such denominations and registered in such name or\nnames as the Purchaser may designate by notice to the Company, representing the\nShares to be purchased by the Purchaser from the Company, dated as of the date\nof the Subscription Agreement(s).\n\n3.          REGISTRATION RIGHTS.\n            -------------------\n\n            3.1 DEMAND REGISTRATION. If the Company shall receive from\nPurchaser, at any time or times beginning on first (1st) anniversary date of the\nexecution of this Agreement and concluding on the fifth (5th) anniversary of the\nexecution of this Agreement, a written request that the Company effect any\nregistration with respect to at least 500,000 of the Shares in an offering to be\nfirmly underwritten by underwriter(s) selected by the Purchaser (which\nunderwriter(s) shall be reasonably acceptable to the Company) the Company shall,\nas soon as practicable, use its best efforts to file a registration statement\ncovering the Shares so requested to be registered and to effect such\nregistration (including, without limitation, filing post-effective amendments,\nappropriate qualifications under applicable blue sky or other state securities\nlaws, and appropriate compliance with the Securities Act of 1933 (the\n\"Securities Act\") and as would permit or facilitate the sale and distribution of\nall of such Shares as are specified in such request. The registration statement\nfiled pursuant to the request of the Purchaser may include other securities of\nthe Company, with respect to which registration rights have been granted, and\nmay include securities of the Company being sold for the account of the Company.\n\n            3.2 PIGGYBACK REGISTRATION. If the Company proposes to register any\nof its Common Stock either for its own account or the account of a security\nholder or holders exercising their respective demand registration rights (other\nthan pursuant to Section 3.1 hereof), the Company shall use its best efforts to\ninclude in such registration (and any related qualification under blue sky laws\nor other compliance) all the Shares specified in a written request or requests,\nmade by the Purchaser and received by the Company within fifteen (15) days after\nthe Purchaser's receipt of written notice from the Company regarding the\nproposed registration, which written request may specify the inclusion of all or\na part of Purchaser's Shares.\n\n            3.3 EXPENSES OF REGISTRATION. All registration expenses incurred in\nconnection with any registration, qualification or compliance pursuant to\nSections 3.1 and 3.2 hereof, shall be borne by the Company; provided, however,\nthat the Purchaser shall bear the registration expenses for any registration\nproceeding begun pursuant to Section 3.1 and subsequently withdrawn by the\nPurchaser. All selling expenses relating to securities registered pursuant to\nSections 3.1 and 3.2 hereof, shall be borne by the holders of such securities\npro rata on the basis of the number of shares of securities so registered on\ntheir behalf.\n\n                                      E-18\n\n\n\n4.          REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company hereby\n            ---------------------------------------------   \nrepresents and warrants to each Purchaser the following:\n\n            4.1 ORGANIZATION AND STANDING; ARTICLES OF INCORPORATION AND BYLAWS.\nThe Company is a corporation duly organized, validly existing, and in good\nstanding under the laws of the State of Florida, and has full power and\nauthority to own and operate its properties and assets and to carry on its\nbusiness as presently conducted. The Company is duly qualified and authorized to\ndo business, and is in good standing as a foreign corporation, in each\njurisdiction where the nature of its activities and of its properties (both\nowned and leased) makes such qualification necessary and where a failure to so\nqualify would have a material adverse effect on its business or properties. The\nAmendment has been filed with the Florida Secretary of State on or before the\ndate hereof.\n\n            4.2 CORPORATE POWER. The Company has all requisite legal and\ncorporate power to execute and deliver this Agreement, to sell and issue the\nShares hereunder and to carry out and perform its obligations under the terms of\nthis Agreement.\n\n            4.3 AUTHORIZATION. All corporate action on the part of the Company,\nits officers, directors and shareholders necessary for the authorization,\nexecution and delivery of this Agreement, the performance of all the Company's\nobligations hereunder and thereunder, and for the authorization, issuance, sale\nand delivery of the Shares has been taken. This Agreement, when executed and\ndelivered, shall constitute valid and legally binding obligations of the Company\nenforceable in accordance with its terms, subject to laws of general application\nrelating to bankruptcy, insolvency and the relief of debtors and rules of law\ngoverning specific performance, injunctive relief or other equitable remedies.\n\n            4.4 VALIDITY OF SHARES. The Shares, when issued or sold and\ndelivered in compliance with the provisions of this Agreement or the Articles of\nIncorporation, as amended, as applicable, the Shares will be validly issued,\nfully paid, and nonassessable, and will be free of any liens or encumbrances;\nprovided, however, that the Shares may be subject to restrictions on transfer\nimposed by the Bylaws of the Company or under state and\/or federal securities\nlaws as set forth herein or as otherwise required by such laws at the time a\ntransfer is proposed.\n\n            4.5 APPOINTMENT AS CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE\nOFFICER. Upon execution and delivery of the Second Common Stock Subscription\nAgreement, and upon the Company's receipt of the purchase price provided in the\nSecond Common Stock Subscription Agreement, the Company's Board of Directors\nshall appoint Purchaser to serve as Chairman of the Company's Board of Directors\nuntil the next election of the Company's Directors, and the Company's Board of\nDirectors shall appoint Purchaser to serve as the Company's Chief Executive\nOfficer.\n\n5.          REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.  The Purchaser\n            -----------------------------------------------   \nhereby represents and warrants to the Company as follows:\n\n                                      E-19\n\n\n\n            5.1 LEGAL POWER. The Purchaser has the requisite legal power to\nenter into this Agreement and the Subscription Agreements, to purchase the\nShares hereunder and thereunder, and to carry out and perform its obligations\nunder the terms of this Agreement and the Subscription Agreements.\n\n            5.2 DUE EXECUTION. This Agreement has been duly authorized, executed\nand delivered by the Purchaser, and, upon due execution and delivery by the\nCompany, this Agreement will be a valid and binding agreement of the Purchaser\nenforceable in accordance with its terms, subject to laws of general application\nrelating to bankruptcy, insolvency and the relief of debtors and rules of law\ngoverning specific performance, injunctive relief or other equitable remedies.\n\n            5.3 INITIATION OF REFERRAL BUSINESS. Upon Purchaser's appointment as\nthe Chairman of the Company's Board of Directors and the Company's Chief\nExecutive Officer, Purchaser shall initiate an investment banking referral\nbusiness (but shall not transfer the assets of that business) with the Company\nwith a minimum annual gross revenue equal to $2.5 Million.\n\n6. VOTING RIGHTS OF PURCHASER. For a period of twelve (12) months following the\nissuance of the Shares to Purchaser, Purchaser shall not vote such Shares in\nfavor of a liquidation of the Company or a merger or conversion of the Company\nwith any Affiliated Entity. For the purposes of this Section 5, the term\n\"Affiliated Entity\" shall mean any corporation, partnership, limited liability\ncompany, unincorporated organization, trust or other entity in which Purchaser\nbeneficially owns, directly or indirectly, five percent (5%) or more of the\nvoting securities.\n\n7.          MISCELLANEOUS.\n            -------------\n\n            7.1 GOVERNING LAW. This Agreement shall be governed by and construed\nin accordance with the laws of the State of Florida without regard to the\nconflicts of laws provisions thereof.\n\n            7.2 SURVIVAL. The representations, warranties, covenants, and\nagreements made herein or in the Subscription Agreements shall survive the\nclosing of the transactions contemplated hereby.\n\n            7.3 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided\nherein, the provisions hereof shall inure to the benefit of, and be binding\nupon, the successors, assigns, heirs, executors, and administrators of the\nparties hereto.\n\n            7.4 ENTIRE AGREEMENT. This Agreement, the Exhibits hereto, the\nSubscription Agreements and the other documents required to be delivered\npursuant hereto constitute the full and entire understanding and agreement\nbetween the parties with regard to the subject matter hereof and no party shall\nbe liable or bound to the other party in any manner by any representations,\nwarranties, covenants, or agreements except as specifically set forth herein or\ntherein. Nothing in this Agreement, express or implied, is intended to confer\nupon any party, other than the parties hereto and their respective successors\nand assigns, any rights, remedies,\n\n                                      E-20\n\n\n\n\nobligations, or liabilities under or by reason of this Agreement, except as\nexpressly provided herein.\n\n            7.5 SEPARABILITY. In case any provision of this Agreement shall be\ninvalid, illegal, or unenforceable, it shall to the extent practicable, be\nmodified so as to make it valid, legal and enforceable and to retain as nearly\nas practicable the intent of the parties, and the validity, legality, and\nenforceability of the remaining provisions shall not in any way be affected or\nimpaired thereby.\n\n            7.6 NOTICES. Except as otherwise expressly provided in this\nAgreement, any notice or request to be given hereunder by either party to the\nother shall be in writing and may be affected either by personal delivery or by\nmail, registered or certified, postage prepaid with return receipt requested.\nMailed notices shall be addressed to the parties at the following addresses, but\neither party may change its notice address by providing written notice to the\nother in accordance with this Subsection.\n\n              If to the Company:           1-800-Attorney, Inc.\n                                           186 Attorneys.com Court\n                                           Lake Helen, Florida 32744\n                                           Facsimile:  (386) 228-0276\n                                           Attn:  William J. Wrigley\n\n                 with a copy to:           Holland &amp; Knight LLP\n                                           200 South Orange Avenue, Suite 2600\n                                           Orlando, Florida 32801\n                                           Facsimile: (407) 244-5288\n                                           Attn:  Louis T.M. Conti, Esq.\n\n            If to the Purchaser:           Rubin Investment Group, Inc.\n                                           405 Lexington Avenue\n                                           50th Floor\n                                           New York, New York 10174\n                                           Facsimile: (212) 599-3484\n                                           Attn:  Dan Rubin\n\n            7.7 FEES AND EXPENSES. Each party shall pay its own legal expenses\nrelating to this Agreement. If legal action is brought to enforce or interpret\nthis Agreement, the prevailing party shall be entitled to recover its attorneys'\nfees and legal costs in connection therewith.\n\n            7.8 TITLES AND SUBTITLES. The titles of the Sections and Subsections\nof this Agreement are for convenience of reference only and are not to be\nconsidered in construing this Agreement.\n\n            7.9 COUNTERPARTS. This Agreement may be executed in two or more\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one instrument.\n\n                                      E-21\n\n\n\n            7.10 GENDER. All references to \"Purchaser,\" \"it\" or \"he\" herein\nshall be deemed to include the masculine and the feminine with reference to any\nindividuals and the neuter with reference to any artificial persons.\n\n\n\n\n\n            IN WITNESS WHEREOF, the parties have executed this Agreement as of\nthe date first above written.\n\n                                         \"COMPANY\"\n\n                                         1-800-ATTORNEY, INC.\n\n\n                                         By: \/s\/ J. William Wrigley\n                                            ------------------------------------\n                                         Name: J. William Wrigley\n                                              ----------------------------------\n                                         Title: President\n                                               ---------------------------------\n\n\n                                         \"PURCHASER\"\n\n\n                                         RUBIN INVESTMENT GROUP, INC.\n\n\n                                         By: \/s\/ Dan Rubin\n                                            ------------------------------------\n                                         Name: Dan Rubin\n                                              ----------------------------------\n                                         Title: CEO\n                                               ---------------------------------\n\n\n\n\n\n                                      E-22\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6533],"corporate_contracts_industries":[9468],"corporate_contracts_types":[9622,9627],"class_list":["post-43354","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-1-800-attorney-inc","corporate_contracts_industries-media__other","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43354","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43354"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43354"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43354"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43354"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}