Exhibit 10.4


 


SECURITIES AGREEMENT


 


THIS SECURITIES
AGREEMENT (this “Agreement”), dated March 31, 2010, is entered into by and
between National Health Partners, Inc.,
an Indiana corporation (the “Company”), and Alex Soufflas (“Employee”).


 


R E C I T A L S:


 


WHEREAS, the
Company owes Employee $14,765 of salary compensation earned by Employee during
the period commencing January 1, 2010 and ending January 31, 2010, and payable
to Employee as of January 31, 2010 (the “Deferred Compensation”); and


 


WHEREAS, Employee
wishes to terminate the aforementioned Deferred Compensation in exchange for
the right to receive shares of common stock, $0.001 par value per share (“Common
Stock”), of the Company on the terms and conditions set forth herein.


 


NOW, THEREFORE, in
consideration of the foregoing premises and representations, warranties,
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound hereby, the parties hereto hereby agree as
follows:


 


1.                                       Termination of Deferred Compensation. 
Employee hereby irrevocably terminates the Deferred Compensation.


 


2.                                       Consideration. 
In consideration of Employee terminating the Deferred Compensation, the
Company hereby agrees to issue to Employee 328,112 shares (the “Shares”) of
Common Stock.


 


3.                                       Representations and Warranties of Employee.  Employee
represents and warrants to the Company as follows:


 


(a)                                  This Agreement has been duly and validly
authorized, executed and delivered by Employee and, assuming it has been duly
and validly executed and delivered by the Company, constitutes a legal, valid
and binding obligation of Employee, in accordance with its terms.


 


(b)                                 Neither the execution and delivery of
this Agreement by Employee nor the performance by Employee of his or her
obligations hereunder will: (i) violate any statute, law, ordinance, rule or
regulation, applicable to Employee or any of the properties or assets of Employee;
or (ii) violate, breach, be in conflict with or constitute a default (or an
event which, with notice or lapse of time or both, would constitute a default)
under, or permit the termination of any provision of, or result in the
termination of, the acceleration of the maturity of, or the acceleration of the
performance of any obligation of Employee under, or result in the creation or
imposition of any lien upon any properties, assets or business of Employee
under, any material contract or any order, judgment or decree to which Employee
is a party or by which her or she or any of his or her assets or properties is
bound or encumbered except for such violations, 


 

















 


breaches, conflicts, defaults or other occurrences which, individually
or in the aggregate, would not have a material adverse effect on his or her
obligation to perform his or her covenants under this Agreement.


 


(c)                                  Accredited Investor.  Employee
is an “accredited investor” as that term is defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).


 


(d)                                 Investment Intent. 
The Securities are being acquired for the Employee’s own account for
investment purposes only, not as a nominee or agent and not with a view to the
resale or distribution of any part thereof, and Employee has no present
intention of selling, granting any participation in or otherwise distributing
the same.  By executing this Agreement, Employee
further represents that Employee does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant
participation to such person or third person with respect to any of the
Securities.


 


(e)                                  Restrictions on Transfer.  Employee
understands that the Securities are “restricted securities” as such term is
defined in Rule 144 under the Securities Act and have not been registered under
the Securities Act or registered or qualified under any state securities law,
and may not be, directly or indirectly, sold, transferred, offered for sale,
pledged, hypothecated or otherwise disposed of without registration under the
Securities Act and registration or qualification under applicable state
securities laws or the availability of an exemption therefrom.


 


4.                                       Representations and Warranties of the
Company.  The Company represents and warrants to Employee
as follows:


 


(a)                                  Organization and Qualification. 
The Company is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization, with the corporate power
and authority to own and operate its business as presently conducted, except
where the failure to be or have any of the foregoing would not have a material
adverse effect on the Company.  The
Company is duly qualified as a foreign corporation or other entity to do
business and is in good standing in each jurisdiction where the character of
its properties owned or held under lease or the nature of their activities
makes such qualification necessary, except for such failures to be so qualified
or in good standing as would not have a material adverse effect on the Company.


 


(b)                                 Authority; Validity and Effect of
Agreement.


 


(i)                                     The Company has the requisite corporate
power and authority to execute and deliver this Agreement and perform its
obligations under this Agreement.  The
execution and delivery of this Agreement by the Company, the performance by the
Company of its obligations hereunder and all other necessary corporate action
on the part of the Company have been duly authorized by its board of directors,
and no other corporate proceedings on the part of the Company is necessary to
authorize this Agreement.  This Agreement
has been duly and validly executed and delivered by the Company and, assuming
that it has been duly authorized, executed and delivered by Employee,
constitutes a legal, valid and binding obligation of the Company, in accordance
with its terms, subject to the effects of bankruptcy, insolvency, 


 


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fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors’ rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.


 


(ii)                                  The Shares have been duly authorized and,
when issued and paid for in accordance with this Agreement, will be validly
issued, fully paid and non-assessable shares of Common Stock with no personal
liability resulting solely from the ownership of such shares and will be free
and clear of all liens, charges, restrictions, claims and encumbrances imposed
by or through the Company.


 


(c)                                  No Conflict; Required Filings and
Consents.  Neither the execution and delivery of this
Agreement by the Company nor the performance by the Company of its obligations
hereunder will: (i) conflict with the Company’s Articles of Incorporation or
Bylaws; (ii) violate any statute, law, ordinance, rule or regulation,
applicable to the Company or any of the properties or assets of the Company; or
(iii) violate, breach, be in conflict with or constitute a default (or an event
which, with notice or lapse of time or both, would constitute a default) under,
or permit the termination of any provision of, or result in the termination of,
the acceleration of the maturity of, or the acceleration of the performance of
any obligation of the Company, or result in the creation or imposition of any
lien upon any properties, assets or business of the Company under, any material
contract or any order, judgment or decree to which the Company is a party or by
which it or any of its assets or properties is bound or encumbered except, in
the case of clauses (ii) and (iii), for such violations, breaches, conflicts,
defaults or other occurrences which, individually or in the aggregate, would
not have a material adverse effect on its obligation to perform its covenants
under this Agreement.


 


5.                                       Entire Agreement. 
This Agreement contains the entire agreement between the parties and
supersedes all prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereto, and no party
shall be liable or bound to any other party in any manner by any warranties,
representations, guarantees or covenants except as specifically set forth in
this Agreement.  Nothing in this
Agreement, express or implied, is intended to confer upon any party other than
the parties hereto or their respective successors and assigns any rights,
remedies, obligations or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.


 


6.                                       Amendment and Modification. 
This Agreement may not be amended, modified or supplemented except by an
instrument or instruments in writing signed by the party against whom
enforcement of any such amendment, modification or supplement is sought.


 


7.                                       Successors and Assigns. 
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, provided, however,
that no party hereto may assign its rights or delegate its obligations under
this Agreement without the express prior written consent of the other party
hereto.  Nothing in this Agreement is
intended to confer upon any person not a party hereto (and their successors and
assigns) any rights, remedies, obligations or liabilities under or by reason of
this Agreement.


 


8.                                       Headings; Definitions. 
The Section headings contained in this Agreement are inserted for
convenience of reference only and will not affect the meaning or interpretation
of 


 


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this Agreement.  All references to Sections contained herein
mean Sections of this Agreement unless otherwise stated.  All capitalized terms defined herein are
equally applicable to both the singular and plural forms of such terms.


 


9.                                       Severability. 
If any provision of this Agreement or the application thereof to any
person or circumstance is held to be invalid or unenforceable to any extent,
the remainder of this Agreement shall remain in full force and effect and shall
be reformed to render the Agreement valid and enforceable while reflecting to
the greatest extent permissible the intent of the parties hereto.


 


10.                                 Notices.  All notices
hereunder shall be sufficiently given for all purposes hereunder if in writing
and delivered personally, sent by documented overnight delivery service or, to
the extent receipt is confirmed, telecopy, telefax or other electronic
transmission service to the appropriate address or number as set forth below:


 


If to the Company:


 


National Health Partners, Inc.


120 Gibraltar Road


Suite 107


Horsham, PA 19044


Attention: 
Chief Financial Officer


 


If to Employee:


 


To the address set forth
on the signature page hereof.


 


11.                                 Governing Law. 
This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Pennsylvania, without regard to the laws that might
otherwise govern under applicable principles of conflicts of laws thereof,
except to the extent that the Indiana Business Corporation Law shall apply to
the internal corporate governance of the Company.


 


12.                                 Counterparts. 
This Agreement may be executed and delivered by facsimile in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same agreement.


 


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IN WITNESS
WHEREOF, intending to be legally bound, the parties hereto have fully executed
this Agreement as of the later of the dates set forth below.


 


	
   

  	
  NATIONAL HEALTH
  PARTNERS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David M. Daniels

  
	
   

  	
   

  	
  David M. Daniels

  
	
   

  	
   

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Alex Soufflas

  
	
   

  	
  Alex Soufflas

  



 


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