EXHIBIT 10.3
STOCK PURCHASE AGREEMENT
THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") AND THE
RULES AND REGULATIONS PROMULGATED THEREUNDER AND MAY NOT BE OFFERED OR SOLD
DIRECTLY OR INDIRECTLY (A) WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR
BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S) EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER, OR AN EXEMPTION
FROM, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, OR (B) IN CANADA OR TO
RESIDENTS OF CANADA EXCEPT PURSUANT TO PROSPECTUS EXEMPTIONS UNDER THE
APPLICABLE PROVINCIAL SECURITIES LAWS AND REGULATIONS OR PURSUANT TO AN
EXEMPTION ORDER MADE BY THE APPROPRIATE PROVINCIAL SECURITIES REGULATOR.
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is dated as of April 3, 2017,
by and between Reactive Medical, Inc., a Nevada corporation (the "Seller"), and
Gregory Gorgas, a resident of the State of California (the "Purchaser"). The
Seller and the Purchaser are sometimes collectively herein referred to as the
"Parties" and individually as a "Party."
RECITALS
WHEREAS, the Seller has agreed to sell to Purchaser 1,760,000 shares (the
"Offered Shares") of the Purchaser's common stock and the Purchaser has agreed
to purchase the Offered Shares from the Seller, all on the terms and conditions
set forth in this Agreement; and
WHEREAS, the Seller intends for the sale of the Offered Shares to be exempt from
the registration requirements of the Securities Act of 1933, as amended (the
"1933 Act"), pursuant to, among others, Section 4(a)(2) and Regulation D
thereof;
NOW, THEREFORE, in consideration of the mutual agreements herein contained and
other good and valuable consideration, the sufficiency and receipt of which is
hereby acknowledged by each of the parties, the parties hereto agree as follows:
1. Definitions. Capitalized terms used herein and not otherwise defined herein
shall have the meanings given to them in 1933 Act. All references herein to
"dollars" or "$" shall be to United States of America dollars unless otherwise
specified.
2. Purchase and Sale of Offered Shares. Subject to the terms and conditions set
forth herein, the Seller covenants and agrees to sell to the Purchaser and the
Purchaser agrees to acquire from the Seller, on the Closing Date (as hereinafter
defined), the Offered Shares at a price of $0.001 per share for an aggregate
purchase price of $1,760 (the "Purchase Price"), and upon the basis of the
representations and warranties, and subject to the terms and conditions, set
forth in this Agreement, the Purchaser covenants and agrees to purchase from the
Seller, on the Closing Date (as hereinafter defined), the Offered Shares at the
Purchase Price.
3. Closing Date and Deliveries at Closing.
(a) The settlement of the purchase and sale of the Offered Shares pursuant to
Section 2 hereof (the "Closing") shall take place on April 3, 2017 (the "Closing
Date"), or at such other time as the Parties hereto in writing may agree.
(b) On the Closing Date: