Attached files
file | filename |
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8-K - FORM 8-K - ROBERTSON GLOBAL HEALTH SOLUTIONS CORP | c07049e8vk.htm |
EX-99.1 - EXHIBIT 99.1 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORP | c07049exv99w1.htm |
Exhibit 10.1
4215 Fashion Square Blvd., Suite 3
Saginaw, Michigan 48603
Saginaw, Michigan 48603
October 13, 2010
Jerry E. Polis, Manager
Triple LATS LLC
980 American Pacific Drive
Suite 111
Henderson, NV 89014
Triple LATS LLC
980 American Pacific Drive
Suite 111
Henderson, NV 89014
Dear Jerry,
This letter, along with the attached letter to Nevada Title Company dated September 30, 2010, will
define the purchase terms of the sale of three parcels of vacant land in Nevada by ASI Land
Holdings, Inc. to Triple LATS, LLC.
Included in the purchase price of $900,000 are the three subject properties and a warrant to
purchase 150,000 shares of common stock of Robertson Global Health Solutions Corporation (the
Company). The warrants will have a strike price of $2.50 and expire five (5) years from the date
of issuance.
The warrants will be issued in conjunction with the release of the properties as follows:
(1) | 50,000 warrants issued on November 15, 2010, expiring November 15, 2015. | ||
(2) | 50,000 warrants issued on January 14, 2011, expiring January 14, 2016. | ||
(3) | 50,000 warrants issued on March 15, 2011, expiring March 15, 2016. |
In connection with the purchase and issuance of the warrants and the common stock to be issued upon
exercise thereof (collectively, the Shares), Triple LATS, LLC (the Investor) represents and
warrants to the Company as follows:
(1.) The Investor understands that the Shares are being offered and sold under the exemption
from registration provided for in Sections 4(6) and 4(2) of the Securities Act of 1933, as amended
(the Act), including Regulation D promulgated thereunder; that it is purchasing the Shares
without being furnished any offering literature or prospectus; that this transaction has not been
scrutinized by the United States Securities and Exchange Commission or by any administrative agency
charged with the administration of the securities laws of any state (except some states where the
transaction might be registered) because of the small number of persons solicited and the private
aspects of the offering; that all documents, records and books pertaining to this investment have
been made available to the Investor and its representatives, including its attorney, its accountant
and/or its purchaser representative; and that the books and records of the Company will at all
times through closing be available upon reasonable notice for inspection by the Investor during
reasonable business hours at the Companys principal place of business.
Jerry E. Polis
October 13, 2010
Page 2
October 13, 2010
Page 2
(2.) The Investor is a limited liability company duly formed and validly existing under the
laws of the State of Nevada and has no present intention of becoming a resident of any other State
or jurisdiction.
(3.) The Investor is an accredited investor as that term is defined in Regulation D
promulgated under the Act.
(4.) The Investor has read and fully considered this Letter Agreement, and any other related
information provided at the Investors request, and understands that (i) the Shares are speculative
investments with a high degree of risk of loss, and (ii) there are substantial restrictions on the
transferability of, and there will be no established public market for, the Shares, and it may not
be possible to liquidate an investment in the Shares in case of emergency.
(5.) The Investor is able (i) to bear the economic risk of its investment in the Shares, (ii)
to hold the Shares indefinitely, and (iii) to presently afford a complete loss of this investment;
the Investor has adequate means of providing for current needs and personal contingencies; and the
Investor has no need for liquidity in this investment.
(6.) The Investor has such knowledge and experience in financial and business matters that it
is capable of evaluating the merits and risks of an investment in the Shares and of making an
informed investment decision.
(7.) The Investor confirms that, in making its decision to purchase the Shares, it has relied
solely upon independent investigations made by its representatives, including its own professional
tax and other advisors, and that such representatives and advisors have been given the opportunity
to ask questions of, and to receive answers from, persons acting on behalf of the Company
concerning the terms and conditions of this offering, and to obtain any additional information, to
the extent such persons possess such information or can acquire it without unreasonable effort or
expense.
(8.) The Shares hereby subscribed for are being acquired by the Investor in good faith solely
for its own personal account, for investment purposes only, and are not being purchased for resale,
resyndication, distribution, subdivision or fractionalization thereof; the Investor has no contract
or arrangement with any person to sell, transfer or pledge to any person the Shares or any part
thereof, all interest therein or any rights thereto; the Investor has no present plans to enter
into any such contract or arrangement; and it understands that as a result it must bear the
economic risk of the investment for an indefinite period of time because the Shares have not been
registered under the Act and, therefore, cannot be sold unless they are subsequently registered
under the Act (which the Company is not obligated to do, and has no present intention of doing) or
unless an exemption from such registration is available.
phone: 989.799.8720 fax: 989.799.8865 email: information@robertsonhealth.com
Jerry E. Polis
October 13, 2010
Page 3
October 13, 2010
Page 3
(9.) The Investor understands that no federal or state agency has passed on or made any
recommendation or endorsement of the Shares and that the Company is relying on the truth and
accuracy of the representations, declarations and warranties herein made by it in offering the
Shares for sale to it without having first registered the same under the Act.
(10.) The Investor realizes that, in the absence of the availability of an exemption pursuant
to Rule 144 under the Act, any disposition by it of its Shares may require compliance with
Regulation A or some other exemption from the Act, and that the Company is under no obligation, and
has no present intention, to take any action to make Rule 144 or any such exemption so available.
(11.) The Investor represents that it has not distributed the documents provided by the
Company in connection with the Offering to anyone other than its designated Purchaser
Representative, if any.
(12.) The Investor represents that the funds provided for this investment are either separate
property of the Investor, community property over which the Investor has the right of control or
are otherwise funds as to which the Investor has the sole right of management.
(13.) The Investor consents to the placement of a restrictive legend on the certificates
evidencing the Shares being purchased by it.
Please indicate your assent to the terms of this Letter Agreement, including the representations
and warranties contained above, by returning an executed copy of this letter to me at your earliest
convenience.
Best Regards, |
||
/s/ Joel C. Robertson |
||
Chairman and CEO |
||
Acknowledged and Agreed to by: |
||
Triple LATS, LLC |
||
/s/ Jerry E. Polis |
||
phone: 989.799.8720 fax: 989.799.8865 email: information@robertsonhealth.com
Nevada Title Company
Attn: Kristin Ravelo
2500 N. Buffalo #240
Las Vegas, NV 89128
Attn: Kristin Ravelo
2500 N. Buffalo #240
Las Vegas, NV 89128
September 30, 2010
Buyer: Triple LATS LLC
Seller: ASI Land Holdings, Inc.
Seller: ASI Land Holdings, Inc.
Property: | 139-05-801-001 (Simmons and San Miguel) 124-34-701-033 and 055 (Eagle and La Madre) 140-19-803-006 (Lamb and Owens) |
Purchase terms:
(1) Purchase Price: The purchase price of the 3 subject properties is $900,000.
(2) Opening of Escrow: The opening of escrow shall be deemed October 1, 2010.
(3) On October 15, 2010 release $5,000 commission to Las Vegas Investments & Realty,
$95,000 to ASI Land Holdings, Inc., $25,000 return of loan to Sunrise Management Inc Profit
Sharing Plan, and $25,000 return of loan to Jerry E. Polis.
(4) On November 15, 2010 release $5,000 commission to Las Vegas Investments & Realty,
$95,000 to ASI Land Holdings, Inc., $25,000 return of loan to Sunrise Management Inc Profit
Sharing Plan, and $25,000 return of loan to Jerry E. Polis. Property Simmons and San
Miguel is released to Triple LATS LLC.
(5) On December 15, 2010 release $5,000 to Las Vegas Investments & Realty, $120,000 to ASI
Land Holdings, Inc., and $25,000 return of loan to Sunrise Management Inc Profit Sharing
Plan.
(6) On January 14, 2011 release $5,000 commission to Las Vegas Investments & Realty,
$120,000 to ASI Land Holdings, Inc., and $25,000 return of loan to Sunrise Management Inc
Profit Sharing Plan. Property Eagle and La Madre is released to Triple LATS LLC.
(7) On February 15, 2011 release $5,000 commission to Las Vegas Investments & Realty,
$145,000 to ASI Land Holdings, inc.
(8) On March 15, 2011 release $150,000 to ASI Land Holdings, Inc. Property Lamb and
Owens is released to Triple LATS LLC which will conclude the escrow.
(9) Fees are to be split as customary in the State of Nevada.
(10) Buyer to pay for title insurance
(11) Any fees that need to be paid prior to close of escrow that relate to ASI Land
Holdings, Inc. to be taken out of their proceeds.
/s/ Jerry E. Polis
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/s/ Joel C. Robertson | |||||||
date | date | |||||||
Jerry E. Polis, Manager
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Joel C. Robertson, President |