SECURITIES PURCHASE AND OPTION AGREEMENT BETWEEN [NEWCO], A CLEAN SLATE, INC. AND DISTRESSED ASSET ACQUISITION GROUP, INC. January 30, 2012 Table of Contents

SECURITIES PURCHASE AND OPTION AGREEMENT
BETWEEN

[NEWCO],

A CLEAN SLATE, INC.

AND

DISTRESSED ASSET ACQUISITION GROUP, INC.
 
 
 

January 30, 2012

Table of Contents

SECURITIES PURCHASE AND OPTION AGREEMENT

This SECURITIES PURCHASE AND OPTION AGREEMENT (the “Agreement”) is dated as of January 30, 2012 by and between [NEWCO], a Delaware corporation (the “Company”) and wholly-owned subsidiary of A Clean Slate, Inc., a Delaware corporation (the “Parent”), and Distressed Asset Acquisition Group, Inc., a Nevada corporation (the “Purchaser”).

NOW THEREFORE, in consideration of covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree each with the other as follows:

ARTICLE 1.     PURCHASE AND SALE OF COMMON STOCK; OPTION

1.1       Purchase and Sale of Stock.

(a)     Company/Parent. The Parent shall issue to the Purchaser, 70,000 shares of the Parent’s common stock, par value $0.000001 per share (the “Parent Shares”)

(b)     Purchaser. The Purchaser shall issue to the Company, 100 shares of the Purchaser’s common stock, par value $70.00 per share (the “Purchaser Shares”), which Shares, when issued, represent 10% of the Purchaser’s issued and outstanding common stock.

1.2       Option to Purchase. At such time that the Secured Promissory Note (described below) (the “Note”) owed by the Parent to Richard Astrom is fully satisfied, the Company shall have the option (the “Option”) to acquire 900 shares of common stock of the Purchaser (the “Option Shares”) such that immediately after exercise of the Option and acquisition of the Option Shares, the Company will own 100% of the Purchaser. In exchange for the Option Shares, the Company shall cause the Parent to issue       630,000 shares of its common stock to the Company or its designee. The Company shall have       10 days after the satisfaction of the Note to notify the Company in writing of its intent to exercise the Option and to set forth a closing date for the transaction no later than 60 days therefrom. The transaction shall close in the same manner as the closing procedures set forth herein for the purchase and sale set forth in Section 1.1 above. This Option shall expire one year from the date hereof. Pursuant to that certain Secured Promissory Note dated April 14, 2011 as amended on December 23, 2011, the Parent is indebted to Richard Astrom in the principal amount of four hundred fifty thousand dollars ($450,000).

1.3       Closing. The closing of the purchase and sale of the Parent Shares and the Purchaser Shares set forth in Section 1.1 above (the “Closing”), shall take place at the offices of Legal & Compliance, LLC , 330 Clematis Street, Suite 217, West Palm Beach, FL 33401, or such other location mutually agreed upon by the parties, on or before February 1, 2012, unless otherwise mutually agreed upon by the parties (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to the Purchaser: (i) a certificate for the Parent Shares and (ii) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, the Purchaser shall deliver or cause to be delivered to the Company: (i) a certificate for the Purchaser Shares and (ii) any other documents required to be delivered pursuant to Article IV hereof.

ARTICLE 2.      REPRESENTATIONS AND WARRANTIES

2.1       Representations and Warranties of the Company and Parent.  Each of the Company and the Parent, jointly and severally, hereby represents and warrants to the Purchaser, as of the date hereof and the Closing Date (except as set forth on the Company Schedule of Exceptions attached hereto), as follows:

(a)     Organization, Good Standing and Power. The Company and the Parent are corporations duly incorporated, validly existing and in good standing under the laws of the State of Delaware and each has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted.

(b)     Authorization; Enforcement. The Company and the Parent each has the requisite corporate power and authority to enter into and perform this Agreement and to issue and sell the Parent Shares in accordance with the terms hereof. The execution, delivery and performance of the Agreement by the Company and the Parent and the consummation by them of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no further consent or authorization of the Company and the Parent or their Board of Directors or stockholders is required. This Agreement has been duly executed and delivered by the Company and the Parent. The Agreement constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Company and the Parent enforceable against them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application.

(c)     Issuance of Shares. The Parent Shares to be issued at the Closing have been duly authorized by all necessary corporate action and, when paid for or issued in accordance with the terms hereof, shall be validly issued and outstanding, fully paid and nonassessable.

(d)     SEC Documents, Financial Statements. The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)

2.2       Representations and Warranties of the Purchaser. Purchaser hereby represents and warrants to the Company and the Parent, as of the date hereof and the Closing Date (except as set forth on the Purchaser Schedule of Exceptions attached hereto), as follows:

(a)     Organization and Good Standing of the Purchaser. The Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted.

(b)     Authorization; Enforcement. The Purchaser has the requisite corporate power and authority to enter into and perform this Agreement and to issue and sell the Purchaser Shares in accordance with the terms hereof. The execution, delivery and performance of the Agreement by the Purchaser and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no further consent or authorization of the Purchaser or its Board of Directors or stockholders is required. This Agreement has been duly executed and delivered by the Purchaser. The Agreement constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application.

(c)     Issuance of Shares. The Purchaser Shares to be issued at the Closing have been duly authorized by all necessary corporate action and, when paid for or issued in accordance with the terms hereof, shall be validly issued and outstanding, fully paid and nonassessable.

(d)     Capitalization. The authorized capital stock of the Purchaser consists of: (i) 500,000,000 shares of common stock, of which 450,270,635 shares are issued and outstanding immediately prior to the Closing Date. All of the outstanding shares of Purchaser common stock have been duly authorized and validly issued and are fully paid and nonassessable. There are no: (i) outstanding subscriptions, options, calls, warrants, rights or agreements (whether or not currently exercisable) to acquire any shares of capital stock or other securities of Purchaser; (ii) outstanding securities, notes, instruments or obligations that are or may become convertible into or exchangeable for any shares of capital stock or other securities of Purchaser; (iii) outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the capital stock of Purchaser; (iv) contracts (other than this Agreement) under which the Purchaser is or may become obligated to sell, transfer, exchange or issue any shares of capital stock or any other securities; (v) agreements, voting trusts, proxies or understandings with respect to the voting, or registration under the Securities Act, of any shares of capital stock of Purchaser; or (vi) conditions or circumstances that may give rise to or provide a basis for the assertion of a claim by any person to the effect that such person is entitled to acquire or receive any shares of capital stock or other securities of Purchaser.

(e)     Acquisition for Investment. Purchaser is acquiring the Parent Shares solely for its own account for the purpose of investment and not with a view to or for sale in connection with distribution. Purchaser does not have a present intention to sell the Parent Shares, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of the Parent Shares to or through any person or entity; provided, however, that by making the representations herein and subject to Section 2.2(i) below, Purchaser does not agree to hold the Parent Shares for any minimum or other specific term and reserves the right to dispose of the Parent Shares at any time in accordance with Federal and state securities laws applicable to such disposition. Purchaser acknowledges that it is able to bear the financial risks associated with an investment in the Parent Shares and that it has been given full access to such records of the Parent and to the officers of the Parent and received such information as it has deemed necessary or appropriate to conduct its due diligence investigation and has sufficient knowledge and experience in investing in companies similar to the Parent in terms of the Parent’s stage of development so as to be able to evaluate the risks and merits of its investment in the Parent.

(f)     Opportunities for Additional Information. Purchaser acknowledges that it has had the opportunity to ask questions of and receive answers from, or obtain additional information from, the executive officers of the Parent concerning the financial and other affairs of the Parent.

(g)     No General Solicitation. Purchaser acknowledges that the Parent Shares were not offered to Purchaser by means of any form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (ii) any seminar or meeting to which such Purchaser was invited by any of the foregoing means of communications.

(h)     Rule 144. Purchaser understands that the Parent Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Purchaser acknowledges that it is familiar with Rule 144 of the rules and regulations of the Securities and Exchange Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Purchaser understands that to the extent that Rule 144 is not available, Purchaser will be unable to sell any Parent Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

(i)     General. Purchaser understands that the Parent Shares are being offered and sold in reliance on a transactional exemption from the registration requirement of Federal and state securities laws and the Company and the Parent are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of Purchaser to acquire the Parent Shares.

ARTICLE 3.      COVENANTS

3.1       Best Efforts and Further Assurances. Each of the Parties shall use its best efforts to effectuate the transactions contemplated hereby and to fulfill and cause to be fulfilled the conditions to Closing under this Agreement. Each Party hereto, at the reasonable request of another Party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby.

3.2       Officers and Director. Immediately after Closing, Frank Castellano shall be appointed president and director of the Company.

ARTICLE 4.     CONDITIONS

4.1       Conditions to the Obligation of the Company and the Parent. Unless otherwise waived in writing by the Company and the Parent, the obligation hereunder of the Company and the Parent to issue and sell the Parent Shares to the Purchaser is subject to the satisfaction or waiver, at or before each Closing, of each of the conditions set forth below.

(a)     Accuracy of Purchaser Representations and Warranties. The representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.

(b)     Performance by the Purchaser. Purchaser shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Purchaser at or prior to the respective Closing.

(c)     No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.

4.2       Conditions to the Obligation of the Purchaser. Unless otherwise waived in writing by the Purchaser, the obligation hereunder of the Purchase to issue and sell the Purchaser Shares to the Company is subject to the satisfaction or waiver, at or before each Closing, of each of the conditions set forth below.

(a)     Accuracy of Purchaser Representations and Warranties. The representations and warranties of the Company and the Parent in this Agreement shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.

(b)     Performance by the Company and the Parent . The Company and the Parent shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company and the Parent at or prior to the respective Closing.

(c)     No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.

ARTICLE 5.      STOCK CERTIFICATE LEGEND

(a)     Legend. Each certificate representing the Parent Shares and the Purchaser Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws):

THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

ARTICLE 6.      INDEMNIFICATION

6.1       General Indemnity. The Company agrees to indemnify and hold harmless the Purchaser (and their respective directors, officers, managers, partners, members, shareholders, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Purchaser as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. Purchaser agrees to indemnify and hold harmless the Company and the Parent and their directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Company and/or the Parent as a result of any inaccuracy in or breach of the representations, warranties or covenants made by Purchaser herein.

ARTICLE 7.     MISCELLANEOUS

7.1       Fees and Expenses. Except as otherwise set forth in this Agreement, each party shall pay the fees and expenses of its advisors, counsel, accountants and other experts, if any, and all other expenses, incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.

7.2       Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida, without regard to the principles of conflicts of law thereof. Each Party agrees that all legal proceedings concerning the interpretations, enforcement and defence of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective a ffiliates, directors, officers, shareholders, employees or agents) shall be submitted to binding arbitration with the American Arbitration Association in Marion County, Florida.

7.3       Entire Agreement; Amendment. This Agreement contains the entire understanding and agreement of the parties with respect to the matters covered hereby and, except as specifically set forth herein, neither the Company nor the Purchaser makes any representations, warranty, covenant or undertaking with respect to such matters and they supersede all prior understandings and agreements with respect to said subject matter, all of which are merged herein. No provision of this Agreement may be waived or amended other than by a written instrument signed by the Company, the Parent and the Purchaser, and no provision hereof may be waived other than by an a written instrument signed by the party against whom enforcement of any such amendment or waiver is sought.

7.4       Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery by telex (with correct answer back received), telecopy or facsimile at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Company or the Parent: 

A Clean Slate, Inc. 

Copy to:

Legal & Compliance, LLC
330 Clematis Street, Suite 214, 
West Palm Beach, FL 33401 
Facsimile: (561) 514-0832
Attn: Laura E. Anthony, Esq.

If to Purchaser:      

Distressed Asset Acquisition Group, Inc.

Any party hereto may from time to time change its address for notices by giving at least ten (10) days written notice of such changed address to the other party hereto.

7.5       Waivers. No waiver by any party of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

7.6       Headings. The article, section and subsection headings in this Agreement are for convenience only and shall not constitute a part of this Agreement for any other purpose and shall not be deemed to limit or affect any of the provisions hereof.

7.7       Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.

7.8       No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

7.9       Survival. The representations and warranties of the Company and the Purchaser shall survive the execution and delivery hereof and the Closing hereunder for a period of two years following the Closing Date.

7.10       Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.

7.11       Publicity. The Company agrees that it will not disclose, and will not include in any public announcement, the name of the Purchaser without the consent of the Purchaser unless and until such disclosure is required by law or applicable regulation, and then only to the extent of such requirement.

7.12       Severability. The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement and such provision shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent possible.

7.13       Attorney’s fees. Notwithstanding the foregoing, if any Party hereto initiates any legal action arising out of or in connection with this Agreement, the prevailing party in such legal action shall be entitled to recover from the other Party all reasonable attorneys’ fees, expert witness fees and expenses incurred by the prevailing party in connection therewith.

7.14       Further Assurances. From and after the date of this Agreement, upon the request of Purchaser or the Company, each of the Company and the Purchaser shall execute and deliver such instrument, documents and other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officer as of the date first above written.

[NEWCO]

By: /s/ Richard Astrom
Name: Richard Astrom
Title: President

A Clean Slate, Inc.:

By: /s/ Richard Astrom
Name: Richard Astrom
Title: President

Distressed Asset Acquisition Group, Inc.

By: /s/ Frank Castellano
Name: Frank Castellano
Title: President