UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the Securities Act of 1934

 

 

Date of Report (Date of earliest event reported)   June 11, 2018

 

MEDCAREERS GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada 333-152444 26-1580812
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

 

6515 Goodman Rd, #258, Olive Branch, Mississippi 38654

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (662) 510-5866

 

758 E Bethel School Road, Coppell, Texas 75019

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[   ]     Written communications pursuant to Rule 425 under the Securities Act

 

[   ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

[   ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

[   ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company     [   ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     [   ]

 

 

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

 

Stock Purchase Agreement

 

On November 8, 2018, MEDCAREERS GROUP, INC. , a Nevada corporation (the “Company”) entered into a Stock Purchase Agreement (the “Agreement”) with The 4 Less Corp. (formerly Vegas Suspension & Offroad, Inc.), a Nevada Corporation, Timothy Armes CEO of MCGI, in his capacity as shareholder of the Company, Christopher Davenport, in his capacity as shareholder of 4LESS, and Sergio Salzano, in his capacity as shareholder of 4LESS. Pursuant to the terms of the LOI, MCGI made a Cash Payment (as defined in the LOI) to 4LESS, the receipt of which is was acknowledged by 4LESS. Under the terms of the Agreement, the Company will purchase all of the outstanding shares of 4Less, which are held respectively by Messrs. Davenport and Salzano in exchange for 17,100 shares of Series B Preferred Stock, 6,075 shares of Series C Preferred Stock, 675 shares of Series D Preferred Stock to Mssr. Davenport and 1,900 shares of Series B Preferred Stock, 677 shares of Series C Preferred Stock, and 75 shares of Series D Preferred Stock to Mssr. Salzano. In addition, Timothy Armes, our current Chairman shall exchange 60,000,000 shares of common stock of the Company for one hundred twenty shares of the Company Series D Preferred Stock.

 

As a result of the transaction, 4LESS will become a wholly owned subsidiary of the Company.

 

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

 

In anticipation of closing the Agreement described in Item 1.01 above, on June 11, 2018, the Company filed designations for Series C and D Preferred Stock of the Company, as well as amended designation for the Series A and B Preferred Stock of the Company. Series A Preferred Stock consists of 330,000 authorized shares. Series A Preferred shares have no voting rights and carry conversion rights into common stock of the Company at a rate equal to factor of total issued and outstanding common stock a the time of conversion multiplied by 0.0152. Series B Preferred Stock consists of 20,000 shares. Series B shares in total shall have voting rights equal 66.7% of the total voting rights. Series C Preferred Stock consists of 7,250 shares. The total of the Series C Preferred shares shall convert to common stock of the Company at a rate equal to the factor of the total issued and outstanding common stock at the time of conversion multiplied by 2.63. Conversion is automatic as of December 31, 2021, regardless of the acts of the holders. Series D Preferred Stock consists of 870 shares. Series D Preferred shares have no voting rights and are redeemable for $1,000 per share at the discretion of either the holder or the Company. For more details regarding the right and obligations of the respective series of preferred stock, please review the attached Exhibits 3.1-3.4.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits.

 

Exhibit Number Description
   
3.1 Amended Designation of Series A Preferred Stock
   
3.2 Designation of Series B Preferred Stock
   
3.3 Designation of Series C Preferred Stock
   
3.4 Designation of Series D Preferred Stock
   
10.1 Stock Purchase Agreement, dated November 8, 2018 between the Company and the Shareholders of 4Less Corp.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: November 12, 2018

 

MEDCAREERS GROUP, INC.

 

By: /s/ Timothy Armes

Timothy Armes

Director

 

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Exhibit 3.1

 

AMENDEMENT TO DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK

 

The following changes shall be made to the Designation of Series A Convertible Preferred Stock. No others changes are being made.

 

  1. Section 1 shall be replaced in its entirety and shall hence forth with read as follows:
     
    SECTION 1. DESIGNATION OF SERIES; RANK. The series of preferred stock established hereby shall be designated “Series A Convertible Preferred Stock” (and shall be referred to herein as the “Series A Preferred Shares”). The Series A Preferred Shares shall rank senior to the Corporation’s Common Stock. The authorized number of Series A Preferred Shares shalt be three hundred and thirty thousand (330,000). The number of Series A Preferred Shares may be decreased by resolution of the Board; provided, however, that no decrease shall reduce the number of Series A Preferred Shares to less than the number of shares then issued and outstanding.
     
  2. Section 3 shall be replaced in its entirety and shall hence forth with read as follows:
     
    SECTION 3. LIQUIDATION RIGHT PREFERENCE. The holders of Series A Preferred Shares shall have no liquidation rights.
     
  3. Section 4 shall be replaced in its entirety and shall hence forth with read as follows:
     
    SECTION 4. VOTING RIGHTS. The holders of Series A Preferred Shares shall have no voting rights.
     
  4. Section 5 shall be replaced in in its entirety and shall henceforthwith read as follows:
     
    SECTION 5. CONVERSION. The holders of Series A Preferred Shares shall have conversion rights and obligations as follows:

 

(i) The holder may, at any time and from time to time convert all of its shares of Series A Preferred Shares into a number of fully paid and nonassessable shares of common stock (“Conversion Shares”) determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion, by 0.152 (Conversion Price”).

 

(ii) Conversion into Common Shares. The Series A Preferred Shares have a forced conversion feature at the option of the Company at any time after issuance and, in any event, any and all issued and outstanding shares of Series A Preferred Shares shall automatically convert into shares of common stock at the Conversion Price, on December 31, 2018.

 

(iii) All Conversion Shares will, upon, issuance, be duly issued, fully paid and non-assessable and free from all taxes, liens, and charges with respect to the issuance thereof.

 

Section 6 shall be deleted in its entirety.

 

 

Exhibit 3.2

 

AMENDEMENT TO DESIGNATION OF SERIES B PREFERRED STOCK

 

The following changes shall be made to the Designation of Series B Preferred Stock. No others changes are being made.

 

  1. The number of shares constituting the Series B Preferred Shares in Section I shall be increased to 20,000 shares.
     
  2. Section 4 shall be replaced in its entirety and shall henceforth read as follows:
     
    SECTION 4. VOTING.

 

  4.1 Voting Rights. The Holders of the Series B Preferred Stock will have the voting rights as described in this Section 4 or as required by law. For so long as any shares of the Series B Preferred Stock remain issued and outstanding, the Holders thereof, voting separately as a class, shall have the right to vote on all shareholder matters (including, but not limited to at every meeting of the stockholders of the Company and upon any action taken by stockholders of the Company with or without a meeting) equal to 66.7% of the total vote. For the sake of clarity and in an abundance of caution, the total voting shares outstanding at the time of any and all shareholder votes (i.e., the total shares eligible to vote on any and all shareholder matters) shall be deemed to include (a) the total Common Stock shares outstanding; (b) the voting rights applicable to any outstanding shares of preferred stock, other than the Series B Preferred Stock, if any; and (c) the voting rights attributable to the Series B Preferred Stock, as described herein, whether such Series B Preferred Stock shares are voted or not.
     
  4.2 Amendments to Articles of Incorporation and Bylaws. So long as the Series B Preferred Stock is outstanding, the Company shall not, without the affirmative unanimous vote of 100% of all of the Holders of all outstanding shares of Series B Preferred Stock, voting separately as a class (i) amend, alter or repeal any provision of the Articles of Incorporation or the Bylaws of the Company so as to adversely affect the designations, preferences, limitations and relative rights of the Series B Preferred Stock, (ii) effect any reclassification of the Series B Preferred Stock, or (iii) designate any additional series of preferred stock, the designation of which adversely effects the rights, privileges, preferences or limitations of the Series B Preferred Stock set forth herein.
     
  4.3 Amendment of Rights of Series B Preferred Stock. The Company shall not, without the affirmative unanimous vote of 100% of all of the Holders of all outstanding shares of Series B Preferred Stock, amend, alter or repeal any provision of this Certificate of Designation, PROVIDED, HOWEVER, that the Company may, by any means authorized by law and without any vote of the Holders of shares of the Series B Preferred Stock, make technical, corrective, administrative or similar changes in this Certificate of Designation that do not, individually or in the aggregate, affect the rights or preferences of the Holders of shares of the Series B Preferred Stock.

 

  3. Section 8 shall be replaced in its entirety and shall henceforth read as follows:

 

  SECTION 8. PROTECTIVE PROVISIONS. Subject to the rights of series of Series B Preferred Stock which may from time to time come into existence, so long as any shares of Series B Preferred Stock are outstanding, this Company shall not without first obtaining the unanimous approval (by written consent, as provided by law) of all of the Holders of 100% of the then outstanding shares of Series B Preferred Stock, voting together as a class:

 

 

  (a) alter or change the rights, preferences or privileges of the Series B Preferred Stock;
     
  (b) alter or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series B Preferred Stock;
     
  (c) create any new series or classes of shares;
     
  (d) issue any shares of any series of preferred stock;  
     
  (e) increase the authorized number of shares of Series B Preferred Stock;
     
  (f) amend, repeal or modify the bylaws;
     
  (g) sell or otherwise dispose of any of the assets of the Company not in the ordinary course of business;  
     
  (h) elect members to the Board of Directors;
     
  (i) incur debt not in the ordinary course of business.

 

 

PROVIDED, HOWEVER , that the Company may, by any means authorized by law and without any vote of the Holders of shares of the Series B Preferred Stock, make technical, corrective, administrative or similar changes in this Certificate of Designation that do not, individually or in the aggregate, affect the rights or preferences of the Holders of shares of the Series B Preferred Stock.

 

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Exhibit 3.3

 

AMENDED AND RESTATED SERIES C

CONVERTIBLE PREFERRED STOCK

 

I.     DESIGNATION AND AMOUNT

 

There shall be a series of preferred stock designated as “Series C Convertible Preferred Stock”, and the number of shares constituting such series shall be 7,250 par value $0.001. Such series is referred to herein as the “Series C Convertible Preferred Stock”.

 

II.    DIVIDENDS

 

The holders of the Series C Convertible Preferred Stock shall not be entitled to receive dividends.

 

III.  CONVERSION

 

(a)   Conversion . The holder may, at any time and from time to time convert its shares of Series C Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion, by 2.63 (Conversion Price”).

 

(b)   Automatic Conversion . Notwithstanding the foregoing, any and all issued and outstanding shares of Series C Convertible Preferred Stock shall automatically convert at the Conversion Price, on December 31, 2021.

 

(c)   Mechanics of Conversion . To convert the Series C Convertible Preferred Stock, a holder shall: (i) email, fax (or otherwise deliver by other means resulting in notice) a copy of a fully executed notice of conversion in the form provided by the Company and (ii) within three (3) business days surrender or cause to be surrendered to the Company the certificates representing the Series C Convertible Preferred Stock being converted (the “Preferred Stock Certificates”) accompanied by duly executed stock powers and the original executed version of a notice of conversion. The date of the Company’s receipt of the notice of conversion shall be the “Conversion Date”.

 

(d)   Conversion Disputes . In the case of any dispute with respect to a conversion, the Company shall promptly issue such number of shares of common stock as are not disputed in accordance with the other provisions of this Article III. If such dispute involves the calculation of the Conversion Price, the Company shall submit the disputed calculations to an independent accounting firm, acceptable to holder, via facsimile within two (2) business days of receipt of the notice of conversion. The accounting firm shall audit the calculations and notify the Company and the holder of the results no later than two (2) business days from the date it receives the disputed calculations. The accounting firm’s calculation shall be deemed conclusive, absent manifest error. The Company shall then issue the appropriate number of shares of common stock in accordance with this Article III.

 

(e)   Timing of Conversion . No later than the third business day following the Conversion Date (the “Delivery Period”), provided that the Company has received prior to such date the Preferred Stock Certificates, the Company shall deliver to the holder (or at its direction) (x) that number of shares of common stock issuable upon conversion of the number of Series C Convertible Preferred Stock being converted and (y) a certificate representing the number of Series C Convertible Preferred Stock not being converted, if any. The person or persons entitled to receive shares of common stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares at the close of business on the Conversion Date and such shares shall be issued at such time, unless the notice of conversion is revoked as provided in Section III(e). The Delivery Period shall be extended until the business day following the date of delivery to the Company of the Preferred Stock Certificates to be converted.

 

(f)   Revocation of notice of conversion . In addition to any other remedies which may be available to the holder, in the event the Company fails for any reason to effect delivery to the holder of certificates representing the shares of common stock receivable upon conversion of the Series C Convertible Preferred Stock by the business day following the expiration of the Delivery Period, the holder may revoke the notice of conversion by delivering a notice to such effect to the Company. Upon receipt by the Company of such a revocation notice, the Company shall immediately return the subject Preferred Stock Certificates and other conversion documents, if any, delivered by

 

 

holder, to the holder, and the Company and the holder shall each be restored to their respective positions held immediately prior to delivery of the notice of conversion.

 

(g)   Stamp, Documentary and Other Similar Taxes . The Company shall pay all stamp, documentary, issuance and other similar taxes which may be imposed with respect to the issuance and delivery of the shares of common stock pursuant to conversion of the Series C Convertible Preferred Stock; provided that the Company will not be obligated to pay stamp, transfer or other taxes resulting from the issuance of common stock to any person other than the registered holder of the Series C Convertible Preferred Stock.

 

(h)   No Fractional Shares . No fractional shares of common stock are to be issued upon the conversion of Series C Convertible Preferred Stock, but the Company shall pay a cash adjustment in respect of any fractional share which would otherwise be issuable in an amount equal to the same fraction of the Closing Bid Price on the Conversion Date of a share of common stock; provided that in the event that sufficient funds are not legally available for the payment of such cash adjustment any fractional shares of common stock shall be rounded up to the next whole number.

 

(i)    Electronic Transmission . In lieu of delivering physical certificates representing the common stock issuable upon conversion, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program (the “FAST Program”), upon request of a holder who shall have previously instructed such holder’s prime broker to confirm such request to the Company’s transfer agent and upon the holder’s compliance with Section III(b), the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the common stock issuable upon conversion to the holder by crediting the account of holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. Subject to the foregoing, the Company will use its commercially reasonable efforts to maintain the eligibility of its common stock for the FAST Program.

 

IV.  RESERVATION OF AUTHORIZED SHARES OF COMMON STOCK

 

Subject to the provisions of this Article IV, the Company shall at all times reserve and keep available out of its authorized but unissued shares of common stock, solely for the purpose of effecting the conversion of the Series C Convertible Preferred Stock a sufficient number of shares of common stock to provide for the conversion of all outstanding Series C Convertible Preferred Stock upon issuance of shares of common stock (the “Reserved Amount”). If the Reserved Amount for any three (3) consecutive trading days (the last of such three (3) trading days being the “Authorization Trigger Date”) is less than one hundred seventy-five percent (175%) of the number of shares of common stock issuable on such trading days upon conversion of the outstanding Series C Convertible Preferred Stock (without giving effect to any limitation on conversion or exercise thereof) then the Company shall immediately take all necessary action (including stockholder approval to authorize the issuance of additional shares of common stock) to increase the Reserved Amount to two hundred percent (200%) of the number of shares of common stock issuable upon conversion of the outstanding Series C Convertible Preferred Stock (without giving effect to any limitation on conversion or exercise thereof).

 

V.   FAILURE TO CONVERT

 

If, at any time, (x) the Conversion Date has occurred and the Company fails for any reason to deliver, on or prior to the second business day following the expiration of the Delivery Period for such conversion (said period of time being the “Extended Delivery Period”), such number of shares of common stock to which such holder is entitled upon such conversion, or (y) the Company provides notice (including by way of public announcement) to any holder at any time of its intention not to issue shares of common stock upon exercise by any holder of its conversion rights in accordance with the terms of this Certificate of Designation (other than because such issuance would exceed such holder’s allocated portion of the Reserved Amount) (each of (x) and (y) being a “Conversion Default”), then the Company shall pay to the affected holder, in the case of a Conversion Default described in clause (x) above, and to all holders, in the case of a Conversion Default described in clause (y) above, an amount equal to 1% of the Face Amount of the Series C Convertible Preferred Stock with respect to which the Conversion Default exists (which amount shall be deemed to be the aggregate Face Amount of all outstanding Series C Convertible Preferred Stock in the case of a Conversion Default described in clause (y) above) for each day thereafter until the

 

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Cure Date. “Cure Date” means (i) with respect to a Conversion Default described in clause (x) of its definition, the date the Company effects the conversion of the portion of the Series C Convertible Preferred Stock submitted for conversion and (ii) with respect to a Conversion Default described in clause (y) of its definition, the date the Company undertakes in writing to issue common stock in satisfaction of all conversions of Series C Convertible Preferred Stock in accordance with the terms of this Certificate of Designation (provided that the Company thereafter so performs such obligations). The Company shall promptly provide each holder with notice of the occurrence of a Conversion Default with respect to any of the other holders.

 

VI.   REDEMPTION. The Series C Convertible Preferred Stock may not be redeemed.

 

VII.  RANK

 

All shares of the Series C Convertible Preferred Stock shall rank (i) prior to the common stock; (ii) prior to any class or series of capital stock of the Company now outstanding or hereafter created (unless, with the consent of a majority of the holders obtained in accordance with Article IX hereof, such hereafter created class or series of capital stock specifically, by its terms, ranks senior to or pari passu with the Series C Convertible Preferred Stock) (collectively, with the common stock, “Junior Securities”); and (iii) pari passu with any class or series of capital stock of the Company hereafter created (with the consent of a majority of the holders obtained in accordance with Article IX hereof) specifically ranking, by its terms, on parity with the Series C Convertible Preferred Stock (the “ pari passu Securities”); and (iv) junior to any class or series of capital stock of the Company hereafter created (with the consent of a majority of the holders obtained in accordance with Article IX hereof) specifically ranking, by its terms, senior to the Series C Convertible Preferred Stock (the “Senior Securities”), in each case as to distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary. The Liquidation Preference with respect to any pari passu Securities shall be as set forth in the Certificate of Designation filed in respect thereof.

 

VIII.  VOTING RIGHTS. Subject to Section IX below, no holder of the Series C Convertible Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action.

 

IX.  PROTECTION PROVISIONS So long as any Series C Convertible Preferred Stock are outstanding, the Company shall not, without first obtaining the approval of a majority of the holders: (a) alter or change the rights, preferences or privileges of the Series C Convertible Preferred Stock; (b) alter or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series C Convertible Preferred Stock; (c) create any Senior Securities; (d) create any pari passu Securities; (e) increase the authorized number of shares of Series C Convertible Preferred Stock; (f) do any act or thing not authorized or contemplated by this Certificate of Designation which would result in any taxation with respect to the Series C Convertible Preferred Stock under Section 305 of the Internal Revenue Code of 1986, as amended, or any comparable provision of the Internal Revenue Code as hereafter from time to time amended, (or otherwise suffer to exist any such taxation as a result thereof).

 

X.   MISCELLANEOUS

 

A.   Lost or Stolen Certificates. Upon receipt by the Company of (x) evidence of the loss, theft, destruction or mutilation of any Preferred Stock Certificate(s) and (y) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Company, or (z) in the case of mutilation, upon surrender and cancellation of the Series C Convertible Preferred Stock Certificate(s), the Company shall execute and deliver new Series C Convertible Preferred Stock Certificate(s) of like tenor and date. However, the Company shall not be obligated to reissue such lost, stolen, destroyed or mutilated Preferred Stock Certificate(s) if the holder contemporaneously requests the Company to convert such Series C Convertible Preferred Stock.

 

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B.   Statements of Available Shares. Upon request, the Company shall deliver to the holder a written report notifying the holder of any occurrence which prohibits the Company from issuing common stock upon any such conversion. The report shall also specify (i) the total number of shares of common stock which are reserved for issuance upon conversion of the Series C Convertible Preferred Stock as of the date of the request, and (ii) the total number of shares of common stock which may thereafter be issued by the Company upon conversion of the Series C Convertible Preferred Stock before the Company would exceed the Reserved Amount. The Company shall, within five (5) days after delivery to the Company of a written request by any holder, provide all of the information enumerated in clauses (i) – (2) of this Section X(B) and, at the request of a holder, make public disclosure thereof.

 

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Exhibit 3.4

 

SERIES D PREFERRED STOCK

 

I.     DESIGNATION AND AMOUNT

 

There shall be a series of Preferred Stock designated as “Series D Preferred Stock,” and the number of shares constituting such series shall be 870, par value $.001. Such series is referred to herein as the “Series D Preferred Stock”.

 

II.   RANK

 

All shares of Series D Preferred Stock all rank prior to all of the Corporation’s common stock, par value $.001 per share (the “Common Stock”), now or hereafter issued, as to distributions of assets upon dissolution or winding up of the Corporation, whether voluntary or involuntary. All shares of Series D Preferred Stock will rank subordinate and junior to all shares of Series A, B and C of Preferred Stock of the Corporation and pari passu with any of the Corporation’s preferred stock hereafter created as to distributions of assets upon dissolution or winding up of the Corporation, whether voluntary or involuntary.

 

III.  DIVIDENDS.

 

The holders of the Preferred Stock shall not be entitled to receive dividends.

 

IV.  VOTING RIGHTS.

 

No holder of the Series D Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Corporation for their vote, waiver, release or other action, except as may be otherwise expressly required by law.

 

V.    PRIOR NOTICE OF CERTAIN EVENTS.

 

In case:

(1)  The Corporation shall:

 

(A) declare any dividend (or any other distribution) on its Common Stock, other than (i) a dividend payable in shares of Common Stock or (ii) a dividend payable in cash out of its retained earnings other than any special or non-recurring or other extraordinary dividend, or

 

(B) declare or authorize a redemption or repurchase of in excess of 10% of the then-outstanding shares of Common Stock;

 

  (2) the Corporation shall authorize the granting to the holders of Common Stock of rights or warrants to subscribe for or purchase any shares of stock of any class or of any other rights or warrants (other than any rights specified in subsection (3) of this Section V;
     
  (3) of any reclassification of Common Stock (other than a subdivision or combination of the outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Corporation is a party and for which approval of any stockholders of the Corporation shall be required, or of the sale or transfer of all or substantially all of the assets of the Corporation or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or other property; or

 

(4)  of the voluntary or involuntary dissolution or winding up of the Corporation; then the Corporation shall cause to be filed with the transfer agent for the Series D Preferred Stock, and shall cause to be mailed to the holders of record of the Series D Preferred Stock, at their last address as they shall appear upon the stock transfer books of the Corporation, at least 15 days prior to the applicable record date hereinafter specified, a notice stating (A) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption or granting of rights or warrants or, if a record is not to be taken, the date as of

 

 

which the holders of Common Stock of record to be entitled to such dividend, distribution, redemption, rights or warrants are to be determined, or (B) the date on which such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution or winding up (but no failure to mail such notice or any defect therein or in the mailing thereof shall affect the validity of the corporate action required to be specified in such notice).

 

VI. OPTIONAL REDEMPTION.

 

(1)  At any time, either the Corporation or the holder may redeem for cash out of funds legally available therefor, any or all of the outstanding Preferred Stock (“Optional Redemption”) at $1,000 per share.

 

(2)  Should the Corporation exercise the right of Optional Redemption it shall provide each holder of Preferred Stock with at least 30 days’ notice of any proposed optional redemption pursuant this Section VI (an “Optional Redemption Notice”). Any optional redemption pursuant to this Section VI shall be made ratably among holders in proportion to the Liquidation Value of Preferred Stock then outstanding and held by such holders. The Optional Redemption Notice shall state the Liquidation Value of Preferred Stock to be redeemed and the date on which the Optional Redemption is to occur (which shall not be less than thirty (30) or more than sixty (60) Business Days after the date of delivery of the Optional Redemption Notice) and shall be delivered by the Corporation to the holders at the address of such holder appearing on the register of the Corporation for the Preferred Stock. Within seven (7) business days after the date of delivery of the Optional Redemption Notice, each holder shall provide the Corporation with instructions as to the account to which payments associated with such Optional Redemption should be deposited. On the date of the Optional Redemption, provided for in the relevant Optional Redemption Notice, (A) the Corporation will deliver the redemption amount via wire transfer to the account designated by the holders, and (B) the holders will deliver the certificates relating to that number of shares of Preferred Stock being redeemed, duly executed for transfer or accompanied by executed stock powers, in either case, transferring that number of shares to be redeemed. Upon the occurrence of the wire transfer (or, in the absence of a holder designating an account to which funds should be transferred, delivery of a certified or bank cashier’s check in the amount due such holder in connection with such Optional Redemption to the address of such holder appearing on the register of the Corporation for the Preferred Stock), that number of shares of Preferred Stock redeemed pursuant to such Optional Redemption as represented by the previously issued certificates will be deemed no longer outstanding. Notwithstanding anything to the contrary in this Designation, each holder may continue to convert Preferred Stock in accordance with the terms hereof until the date such Preferred Stock is actually redeemed pursuant to an Optional Redemption.

 

(3)  Should the holder exercise the right of Optional Redemption it shall provide the Corporation with at least 30 days’ notice of any proposed optional redemption pursuant this Section VI (an “Optional Redemption Notice”). The Optional Redemption Notice shall state the value of the Preferred Stock to be redeemed and the date on which the Optional Redemption is to occur (which shall not be less than thirty (30) or more than sixty (60) Business Days after the date of delivery of the Optional Redemption Notice) and shall be delivered by the holder to the Corporation at the address of the Corporation for the Preferred Stock. Within seven (7) business days after the date of delivery of the Optional Redemption Notice, each holder shall provide the Corporation with instructions as to the account to which payments associated with such Optional Redemption should be deposited. On the date of the Optional Redemption, provided for in the relevant Optional Redemption Notice, (A) the Corporation will deliver the redemption amount via wire transfer to the account designated by the holder, and (B) the holder will deliver the certificates relating to that number of shares of Preferred Stock being redeemed, duly executed for transfer or accompanied by executed stock powers, in either case, transferring that number of shares to be redeemed. Upon the occurrence of the wire transfer (or, in the absence of a holder designating an account to which funds should be transferred, delivery of a certified or bank cashier’s check in the amount due such holder in connection with such Optional Redemption to the address of such holder appearing on the register of the Corporation for the Preferred Stock), that number of shares of Preferred Stock redeemed pursuant to such Optional

 

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Redemption as represented by the previously issued certificates will be deemed no longer outstanding. Notwithstanding anything to the contrary in this Designation, each holder may continue to convert Preferred Stock in accordance with the terms hereof until the date such Preferred Stock is actually redeemed pursuant to an Optional Redemption.

(4)

 

VII.   SECURITIES NOT REGISTERED

 

The shares of Series D Preferred Stock have not been registered under the Securities Act of 1933 or the laws of any state of the United States and may not be transferred without such registration or an exemption from registration. Therefore, each certificate for shares of Series D Preferred Stock and each preferred stock certificate issued upon the transfer of any such shares of Series D Preferred Stock, shall be stamped or otherwise imprinted with a legend in substantially the following form:

 

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE 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 UNLESS THE CORPORATION 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.”

 

VIII.  PREEMPTIVE RIGHTS

 

The Series D Preferred Stock is not entitled to any preemptive or subscription rights in respect of any securities of the Corporation.

 

IX.     SEVERABILITY OF PROVISIONS

 

Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions hereof. If a court of competent jurisdiction should determine that a provision hereof would be valid or enforceable if a period of time were extended or shortened or a particular percentage were increased or decreased, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law.

 

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Exhibit 10.1


STOCK PURCHASE AGREEMENT


This STOCK PURCHASE AGREEMENT (the “Agreement”), is made as of this 8 th day of November, 2018 between MedCareers Group Inc., a Nevada corporation having its principle place of business at 758 E Bethel School Road, Coppell, Texas 75019 (“MCGI” or the “Buyer”), Timothy Armes CEO of MCGI, in his capacity as shareholder and residing at 3170 Getwell Lane, Olive Branch Mississippi, 38654 (“TA”), The 4 Less Corp. (formerly Vegas Suspension & Offroad, Inc.), a Nevada Corporation, whose principal place of business is located at 4580 N Rancho Drive Suite 130, Las Vegas, Nevada 89130, USA, (“4LESS”) Christopher Davenport (“CD”), in his capacity as shareholder of 4LESS and residing at 4905 Ghost Dance Circle, Las Vegas, Nevada 89149 and Sergio Salzano (“SS”), in his capacity as shareholder of 4LESS and residing at 4935 Buckhorn Butte Ct., Las Vegas, Nevada 89149 (CD and SS referred to herein as Seller(s) (MCGI, TA, 4LESS, CD and SS referred to herein as Parties or Party).


W I T N E S S E T H:


WHEREAS , the Parties previously entered into an LOI dated June 14, 2018, for the purchase by MCGI of all of the outstanding shares of 4LESS, which shares are held respectively by CD and SS, in exchange for shares of MCGI;


WHEREAS pursuant to the terms of the LOI, MCGI has made the Cash Payment (as defined in the LOI) to 4LESS, the receipt of which is hereby acknowledged by 4LESS;


WHEREAS , MCGI wishes to purchase and acquire all of the issued and outstanding shares of capital stock of 4LESS from CD and SS, and whereas CD and SS wish to sell same to MCGI, all for the consideration and upon the terms and subject to the conditions hereinafter set forth;


WHEREAS each of MCGI, TA, CD and SS has the authority to execute this agreement and  fullfil each of its respective obligations and undertakings herein;


NOW, THEREFORE , the Parties hereto, in consideration of the mutual promises and other consideration set forth below, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound hereby, do represent, warrant, covenant and agree as follows:



SECTION 1


DEFINITIONS


1.01.     “ Affiliate ” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with that Person. For the purposes of this definition, “control” (including with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through ownership of voting securities or by contract or otherwise.


1.02.     “ Buyer Indemnified Parties ” shall have the meaning set forth in Section 7.02(a).



1.03.     “ Claim ” shall mean any and all administrative, regulatory or judicial actions, suits, arbitrations, orders, claims, Liens, notices, notices of violations, investigations, complaints, requests for information, proceedings, or other communication (written or oral), whether criminal or civil.


1.04.     “ Closing ” and “ Closing Date ” shall have the respective meanings assigned to them in Section 4.01 hereof.


1.05.      “ Governmental or Regulatory Authority ” means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States and Canada, any foreign country or any domestic or foreign state, county, city or other political subdivision, and shall include, without limitation, the Securities and Exchange Commission, and the various federal, state and foreign securities regulators and taxation authorities.


1.06.     “ Indebtedness ” of any Person means all obligations of such Person (i) for borrowed money, (ii) evidenced by notes, bonds, debentures or similar instruments, (iii) for the deferred purchase price of goods or services (other than trade payables or accruals incurred in the ordinary course of the Business), (iv) under capital leases and (v) in the nature of guarantees of the obligations described in clauses (i) through (iv) above of any other Person.


1.07.     “ Indemnified Party ” shall have the meaning set forth in Section 7.02(c).


1.08.     “ Indemnifying Party ” shall have the meaning set forth in Section 7.02(c).


1.09.     “ Knowledge ” means the actual knowledge of a Person with respect to any fact, event or condition, as well as the knowledge that such party reasonably would be expected to have acquired in the ordinary course of business and the prudent management of its own affairs.  Such definition shall include any form of such term, such as knows, known, etc., whether or not capitalized, as used in this Agreement with respect to a party’s awareness of the presence or absence of a fact, event or condition.


1.10.     “ Laws ” means all laws, statutes, rules, regulations, ordinances and other pronouncements having the effect of law in the United States, any country, foreign country or any domestic or foreign state, province, county, city or other political subdivision or of any Governmental or Regulatory Authority.


1.11.     “ Liability ” or “ Liabilities ” means all Indebtedness, obligations and other liabilities (or contingencies that have not yet become liabilities) of a Person (whether absolute, accrued, contingent (or based upon any contingency), fixed or otherwise, or whether due or to become due).


1.12.     “ License ” means any license, permit, certificate of authority, authorization, approvals, registration, franchise and similar consent granted or issued by any Governmental or Regulatory Authority.


1.13.     “ Liens ” means claims, pledges, security interests, mortgages, conditional sales agreement, liens, charges, restrictions, consignments or conditional sales agreements, or other encumbrances of whatever nature, whether created by statute, Contract, process of law or otherwise, and whether or not recorded or otherwise perfected.


1.14.     “ Loss ” means any and all damages, fines, fees, penalties, deficiencies, diminution in value of investment, losses and expenses, including without limitation, interest, reasonable expenses of


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investigation, court costs, reasonable fees and expenses of attorneys, accountants and other experts or other expenses of litigation or other proceedings or of any claim, default or assessment (such fees and expenses to include without limitation, all fees and expenses, including, without limitation, fees and expenses of attorneys, when and as incurred in connection with (i) the investigation or defense of any Third Party Claims, or (ii) asserting or disputing any rights under this Agreement against any Party hereto or otherwise).


1.15.     “ Material Adverse Effect ” means any change or effect of any event or circumstance which, individually or when taken together with all other changes, effects, events or circumstances, is or could reasonably be expected to be, materially adverse to the assets, financial condition, business or results of operation of a Person; excluding, however, any adverse effect due to changes, after the date of this Agreement, in conditions affecting the economy generally or the general market addressed by such Person’s products and/or services.


1.16.     “ Person ” means any natural person, corporation, general or limited partnership, limited liability company or partnership, proprietorship, other business organization, estate, trust, union, association or Governmental or Regulatory Authority.


1.17.     “ Purchase Price ” shall have the meaning set forth in Section 3.01.


1.18.     “ Seller Indemnified Parties ” shall have the meaning set forth in Section 7.02(b).


1.19.     “ Tax ” or “ Taxes ” means any and all federal, state, local or foreign taxes, fees, levies, duties, tariffs, imposts and other governmental charges of any nature (together with any interest, penalties and additions to tax) including, without limitation, taxes or other charges on, or with respect to, income, gross receipts, property, sales, use, capital or net worth.


1.20.     “ Tax Return ” means any return, report or statement (including any information return) required to be filed for purposes of a particular Tax.


1.21.     “ Third Party ” shall mean any Person who is not a party to this Agreement, nor is an Affiliate of any Party to this Agreement.


1.22.     “ Third Party Claim ” shall mean a Claim asserted by a Third Party.



SECTION 2


PURCHASE OF STOCK OF 4LESS


Section 2.01.      Purchase of Shares of 4LESS .  At the Closing, CD and SS will sell, convey, transfer and deliver to Buyer, and Buyer will purchase from CD and SS, for the consideration hereinafter set forth, an aggregate of 51,000 (fifty-one thousand) common shares of 4LESS representing all of the issued and outstanding shares of capital stock of 4LESS as of the Closing Date, (collectively, the “4LESS Shares”), of which 45,900  (forty-nine thousand shares) are held by CD (“CD Shares”) and 5,100 (five thousand one hundred) shares are held by SS (“SS Shares”). All 4LESS Shares shall be transferred or otherwise conveyed by CD and SS respectively to Buyer free and clear of all Liabilities, obligations, Liens, Claims (including Third Party Claims).


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SECTION 3


PURCHASE PRICE


3.01.      Amount and Payment of the Purchase Price .  In consideration for the 4LESS Shares, Buyer shall issue the following to CD and SS respectively (the “Purchase Price”) on the Closing Date:


(i) To CD:


 

(a)

17,100 (seventeen thousand and one hundred) shares of its Series B Preferred Stock;

 

 

 

 

(b)

6,075 (six thousand and seventy-five) shares of its Series C Preferred Stock; and

 

 

 

 

(c)

675 (six hundred and seventy-five) shares of its Series D Preferred Stock (3.01(i)(a), (b) and (c) collectively referred to as “CD Shares”).


(ii) To SS:


 

(a)

1,900 (one thousand and nine hundred) shares of its Series B Preferred Stock;

 

 

 

 

(b)

675 (six hundred and seventy-five) shares of its Series C Preferred Stock; and

 

 

 

 

(c)

75 (seventy-five) shares of its Series D Preferred Stock (3.01(ii)(a), (b) and (c) collectively referred to as “CD Shares”).


3.02.      Employees .  The Closing shall not impact the employment of any employee of 4LESS and the employees of 4LESS shall remain employed with 4LESS following the Closing Date, upon such terms and conditions as are in effect immediately prior to the Closing Date. Nothing in this Section 3.02 shall be deemed to be a contract for the benefit of any employee.



SECTION 4


CLOSING


4.01.      Closing .  The closing of the purchase and sale of the 4LESS Shares (the “Closing”) shall occur as soon as practicable following the execution of this Agreement but in any event no later than 45 days following such execution (the “Closing Date”).   


4.02.      Deliveries of Sellers .  The Sellers, as applicable, shall deliver or cause to be delivered to the Buyer at the Closing:


(a)        A copy of resolutions, duly adopted by the Board of Directors and the stockholders of 4LESS, authorizing the transactions contemplated hereby;


(b)        Such certificates issued by the appropriate Governmental or Regulatory Authority as required to evidence the legal existence and good standing of 4LESS;


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(c)        CD shall deliver or cause to be delivered to Buyer the following with respect to the CD Shares:


 

(i)

Certificates representing CD Shares issued to Buyer; and

 

 

 

 

(ii)

Any other approvals or consents required with respect to the transfer of the CD   Shares to Buyer; and


(d)        SS shall deliver or cause to be delivered to Buyer the following with respect to the SS Shares:


 

(i)

Certificates representing the SS Shares issued to Buyer; and

 

 

 

 

(ii)

Any other approvals or consents required with respect to the transfer of the SS Shares to Buyer; and


(e)        Such other closing documents and instruments as Buyer reasonably may require.


4.03.      Deliveries of Buyer .  Buyer shall deliver or cause to be delivered to Sellers at the Closing:


(a)        Certificates representing the Purchase Price to be issued pursuant to Section 3.01 hereinabove;


(b)        A copy of the resolutions of Buyer’s Board of Directors approving the transactions contemplated hereby; and


(c)        Proof of cancellation by TA of 60,000,000 (sixty million) shares of MCGI’s Common Stock held by him (“TA Shares”), in exchange for 120 (one hundred and twenty) shares of MCGI’s Series D Preferred Stock.


4.04.      Conditions to the Buyer’s Obligations .  The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing will be subject to the satisfaction (or waiver by the Buyer, in whole or in part, in writing) of the following conditions as of the time of the Closing:


(a)        Each representation and warranty set forth in Section 5 will be true and correct in all material respects at and as of the time of the Closing as though then made, except for changes expressly required by this Agreement and except for any representation or warranty that expressly relates to a specific prior date;


(b)        Each of the Sellers will have performed and complied in all material respects with all of the covenants and agreements (considered collectively), and each of the covenants and agreements (considered individually), required to be performed by each of the Sellers under this Agreement or any other agreements, documents and instruments to be entered into by the Sellers in connection with the transactions contemplated hereby at or prior to the Closing;


(c)        There shall be no proceeding commenced or threatened against 4Less or either of the Sellers involving this Agreement or the transactions contemplated herein or any judgment, decree, injunction or order which prohibits the consummation of the transactions contemplated by this Agreement;


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(d)        The Sellers shall have delivered their respective 4LESS Shares to the Buyer, free and clear of all Liabilities, obligations, Liens, Claims (including Third Party Claims, whether private, governmental or otherwise) and encumbrances, excepting only Assumed Liabilities;


(e)        There shall have been no material adverse change in the condition (financial or otherwise), results of operations, properties, assets, or Liabilities of 4Less;


(f)        Buyer shall have: (i) obtained stockholder approval for the consummation of the transaction set forth herein; and (ii) obtained any and all other requisite approvals for the consummation of the transaction set forth herein (iii) made all necessary filings with the SEC;


(g)        Seller shall have delivered to the Buyer the items set forth in Section 4.02; and


(h)        Following Closing and within the prescribed deadline, the Buyer undertakes to make all necessary filings with the SEC and to complete pro forma consolidated financial statements in accordance with the Exchange Act, and the rules and regulations promulgated thereunder, and the report of independent auditors with respect to such financial statements shall be completed and submitted.


4.05.      Conditions to the Seller’s Obligations .  The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction (or waiver by MCGI in writing) of the following conditions as of the Closing Date:


(a)        Each of the representations and warranties set forth in Section 6 is true and correct in all material respects at and as of the time of the Closing, except for changes expressly required by this Agreement and except for any representation or warranty that expressly relates to a specific prior date;


(b)        The Buyer has performed and complied in all material respects with all of the covenants and agreements required to be performed by the Buyer under this Agreement at or prior to the Closing;


(c)        There is no proceeding commenced or threatened against the Buyer involving this Agreement or the transactions contemplated herein or any judgment, decree, injunction or order which prohibits the consummation of the transactions contemplated by this Agreement.


(d)        Buyer has: (i) obtained stockholder approval for the consummation of the transaction set forth herein; (ii) obtained any and all other requisite approvals for the consummation of the transaction set forth herein (iii) shall make all necessary filings with the SEC;


(e)        The Buyer shall have delivered to the Seller the items set forth in Section 4.03.



SECTION 5


REPRESENTATIONS, WARRANTIES AND COVENANTS OF 4LESS AND THE SELLERS


4LESS and Sellers hereby represent and warrant to the Buyer as follows:


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5.01.     4LESS is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation. 4LESS has the power and the authority and all Licenses and permits required by Governmental or Regulatory Authorities to own and operate its assets and carry on the Business as now being conducted.


5.02.     The 4LESS Shares are held and owned by CD and SS respectively as the beneficial and recorded respective owners with good and marketable title thereto, and all of the 4LESS Shares are free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, encumbrances and demands whatsoever. Each of 4LESS, CD and SS has the requisite power and authority to execute and perform this Agreement and all other agreements, documents and instruments to be entered into in connection with the transactions contemplated hereby.


5.03.     CD and SS constitute all of the stockholders of 4LESS. The execution, delivery and performance of this Agreement and all other agreements to be entered into in connection with the transactions contemplated hereby have been duly authorized by the board of directors of 4LESS, and do not violate or conflict with any provisions of the organizational documents of 4LESS or any agreement, instrument, Law, order or regulation to which 4LESS is a party or by which is bound. All corporate action required to be taken by 4LESS to authorize the execution, delivery and performance of this Agreement and all other agreements to be entered into by 4LESS in connection with the transactions contemplated hereby has been taken, and such execution, delivery and performance do not violate or conflict with any provisions of the organizational documents of 4LESS or any agreement, instrument, Law, order or regulation to which 4LESS is a party or by which 4LESS is bound. No consent, approval or authorization of, or filing with or notification to, any lender, security holder, Governmental or Regulatory Authority or other person or entity is required by 4LESS or in connection with the execution, delivery and performance by 4LESS of this Agreement and the consummation of the transactions contemplated hereby.


5.04.     4LESS and each of the Sellers has all requisite corporate power and authority to execute and deliver this Agreement and all other agreements to be entered into in connection with the transactions contemplated hereby to which it is a party, and to perform its obligations hereunder and thereunder.  This Agreement has been, and upon execution and delivery thereof, each of the other agreements to be entered into in connection with the transactions contemplated hereby to which 4LESS is a party will be, duly and validly executed and delivered by 4LESS and each of the Sellers as applicable, and the valid and binding obligations of 4LESS and/or each of the Sellers, enforceable against 4LESS and/or such Seller in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws from time to time in effect affecting the enforcement of creditors’ rights generally, and except as enforcement of remedies may be limited by general equitable principles.


5.05.     Neither 4LESS nor the Sellers have any Knowledge of any action, suit, litigation or proceeding pending or threatened against 4LESS or otherwise, nor do 4LESS or Sellers know of any basis for any such action, or of any governmental investigation relating to the business of 4LESS.


5.06.     4LESSS and the Sellers do not have Knowledge of any order, writ, injunction or decree that has been issued by, or requested of, any court or Governmental or Regulatory Authority which is against, or binding on 4LESS or such Seller.


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5.07.     4LESS and each of the Sellers has each obtained all required approvals or authorizations of this Agreement and any other agreements to be entered into in connection with the transactions contemplated hereby which are required by applicable Laws or otherwise in order to make this Agreement or any other agreements entered into in connection with the transactions contemplated hereby binding upon each of the Sellers.


5.08.     There are no Liens for any federal, state, county or local franchise, income, excise, property, business, sales, commercial rent, employment or other Taxes upon 4LESS. 4LESS has timely filed all federal, foreign, state, county and local franchise, income, excise, property, business, sales, commercial rent and employment and other Tax Returns which are required to be filed through the Closing Date, and has paid, or will pay, all Taxes which are due and payable on or before the Closing Date.


5.09     4LESS, in all material respects, complied and is in compliance with all applicable Laws, orders and regulations of any Governmental or Regulatory Authority applicable to it and its operation of the business, assets or property or its operations including, without limitation, applicable Laws relating to zoning, building codes, antitrust, occupational safety and health, consumer product safety, product liability, hiring, wages, hours, employee benefit plans and programs, collective bargaining and withholding and social security taxes.  


5.10.     The representations and warranties of 4LESS and each of the Sellers contained in this Agreement will be true and correct on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date.


5.11.     With respect to the CD Shares being issued to CD, said shares are being acquired for investment purposes only and not with a view towards resale or distribution.  CD has had an opportunity to ask questions of Buyer and has done so. The CD Shares are restricted securities that have not been registered for re-sale pursuant to the Securities Act. CD understands that the CD Shares may not be sold, transferred, assigned or hypothecated or otherwise distributed to its stockholders as a dividend or otherwise, absent the effectiveness of a registration statement covering the sale of such CD Shares or an exemption from the registration requirements the Securities Act.


5.12     With respect to the Shares being issued to SS, said shares are being acquired for investment purposes only and not with a view towards resale or distribution. SS has had an opportunity to ask questions of Buyer and has done so. The SS Shares are restricted securities that have not been registered for re-sale pursuant to the Securities Act. SS understands that the SS Shares may not be sold, transferred, assigned or hypothecated or otherwise distributed to its stockholders as a dividend or otherwise, absent the effectiveness of a registration statement covering the sale of such SS Shares or an exemption from the registration requirements the Securities Act.


5.13.     Neither  CD or SS has any Liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement or any other agreements to be entered into in connection with the transactions contemplated hereby.


5.14.     CD and SS together constitute all of beneficial holders of 4LESS Shares, and 4LESS Shares constitute all of the issued and outstanding shares of capital stock of 4LESS. There is no restriction affecting the ability of either CD and/or SS to transfer their respective title and ownership of 4LESS Shares to the Buyer, and upon delivery of the certificates of the 4LESS Shares to the Buyer pursuant to the terms of this Agreement and payment of the Purchase Price at the Closing, Buyer will


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acquire record and legal title to such 4LESS Shares, free and clear of all Liabilities, obligations, Liens, Claims (including Third Party Claims) and encumbrances.


5.15.     The officers and directors of 4LESS are as follows:


Christopher Davenport                       CEO, President, Sole Director



SECTION 6


REPRESENTATIONS AND WARRANTIES OF BUYER


Except as disclosed by Buyer on Buyer’s reports, statements, schedules, prospectuses, and other documents filed with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (collectively, as amended and/or supplemented to date, the “Securities Filings”), Buyer represents and warrants to each of CD and SS as follows:


6.01.     Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada.


6.02.     Buyer is duly qualified to conduct business under the laws each jurisdiction where such qualification is necessary, except where the failure to be so qualified would not have a Material Adverse Effect.


6.03.     Subject to Section 4.04 (f) herein, Buyer has all other requisite corporate power and authority to execute and deliver this Agreement and all other agreements to be entered into in connection with the transactions contemplated hereby to which it is a party, and to perform its obligations hereunder and thereunder.  The execution and delivery by Buyer of this Agreement and all other agreements to be entered into in connection with the transactions contemplated hereby to which it is a party, and the performance by Buyer of its obligations hereunder and thereunder, shall be duly and validly authorized by all necessary corporate action on the part of Buyer, including any vote of stockholders.  This Agreement has been, and upon execution and delivery thereof, each of the other agreements to be entered into in connection with the transactions contemplated hereby to which Buyer is a party will be, duly and validly executed and delivered by Buyer and the valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws from time to time in effect affecting the enforcement of creditors’ rights generally, and except as enforcement of remedies may be limited by general equitable principles.


6.04.     Except as otherwise stated in this Agreement, there is no additional requirement applicable to Buyer to make any filing with, or to obtain any permit, authorization, consent or approval of, any governmental entity as a condition to the lawful consummation by Buyer of the transactions contemplated pursuant to this Agreement.  The execution, delivery and performance of this Agreement by Buyer does not, and the consummation of the transactions contemplated hereby will not (with or without the giving of notice, the lapse of time or both), (i) conflict with or result in any breach of any provision of the Articles of Incorporation or Bylaws of Buyer, or (ii) violate any applicable Law, rule, regulation, order, writ, judgment, ordinance, injunction or decree of any governmental entity to which Buyer is a party or is bound.


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6.05     As of the date of signing of this Agreement, the authorized capital of Buyer consists of the following: (i) 4,000,000,000 shares of Common Stock authorized, of 1,074,802,583 shares are issued and outstanding; (ii) 330,000 shares of Series A Preferred Stock authorized, of which 330,000 are issued and outstanding;  (iii) 20,000 shares of Series B Preferred Stock authorized, of which 1,000 are issued and outstanding; (iv) 7,250 shares of Series C Preferred Stock authorized, of which no shares have been issued; (v) 870 shares  of Series D Preferred Stock authorized, of which no shares have been issued; and (vi) 19,641,880 Undesignated Preferred Stock of which no shares have been authorized, designated or issued. All of the outstanding shares of all of MCGI’s capital stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.  Buyer holds no treasury stock and no shares of common stock in its treasury.  The rights, privileges and preferences of the common stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and the Undesignated Preferred Stock are as stated in Buyer’s Articles of Incorporation and as provided by the general corporation law of the jurisdiction of the Buyer’s incorporation.


6.06     The officers and Directors of MCGI are as follows:


Timothy Armes              CEO, President, Secretary and sole Director



6.07     The shares of Preferred Stock to be issued to CD and SS in accordance with Section 3.01 will at the time of issuance be, duly authorized, validly issued and fully paid and non-assessable in all respects, free from any pre-emptive or other rights, and the issuance thereof will, at the time of issuance, not violate any agreement or trigger the anti dilution, right of first refusal, co-sale or similar provisions of any agreement to which the Buyer is bound. Upon issuance in accordance with the terms of this Agreement, such shares will be duly authorized, validly issued, fully paid and non-assessable in all respects, free from any pre-emptive or other rights (other than as entered into after the Closing Date), and the issuance thereof will not violate any agreement or trigger the anti-dilution, right of first refusal, co-sale or similar provisions of any agreement to which Buyer is bound.


6.08.     All Securities Filings required to be filed by Buyer with the SEC pursuant to the Exchange Act, along with all exhibits to such annual, quarterly and other reports as available on the SEC’s EDGAR database website, are true, correct and complete in all material respects as of the date of filing thereof, and said reports do not, as of the date of filing thereof, fail disclose or omit any material fact, agreement or matter relating to the Buyer.


6.09     To the Buyer’s Knowledge there is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or to Buyer’s Knowledge, currently threatened against Buyer or, to the best of Buyer’s Knowledge, threatened against any officer or director of Buyer, that questions the validity of this Agreement or the right of Buyer to enter into it, or to consummate the transactions contemplated hereby, or could have or reasonably be expected to have, either individually or in the aggregate, a material adverse effect upon the Business.  Neither Buyer nor, to the best of Buyer’s Knowledge, any of its officers or directors, is a party or is named as subject to the provisions of any suit, action order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of officers or directors, such as would affect Buyer). There is no action, suit, proceeding or investigation by Buyer pending or which Buyer intends to initiate.


6.10.     Except as expressly set forth in this Section 6, Buyer makes no other representation or warranty with respect to the transactions contemplated by this Agreement or other agreements to be entered into in connection with the transactions contemplated hereby.


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6.11     TA is the lawful holder of the TA Shares and TA has the power and authority to execute and deliver this Agreement and all other agreements to be entered into in connection with his obligations hereunder  and to which he is a party, and to perform his obligations hereunder and thereunder.


SECTION 7


SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION


7.01      Survival of Representations and Warranties .  All of Buyer’s representations and warranties in this Agreement or in any other agreements to be entered into in connection with the transactions contemplated hereby to which it is a party, and all of Seller’ representations and warranties in this Agreement, in any other agreements to be entered into in connection with the transactions contemplated hereby, or in any instrument delivered pursuant hereto or thereto, shall survive the Closing Date and continue until the date which is 12 (twelve) months after the Closing Date; provided, however, that (i) any claim based on fraud shall survive indefinitely, (ii) any claim for violation of the representations and warranties with respect to Taxes, employee matters shall survive until the expiration of the applicable statute of limitations applicable to any claim or right of action related thereto, (iii) the covenants and agreements contained in this Agreement and the other agreements to be entered into in connection with the transactions contemplated hereby and to be performed at the Closing Date will survive until fully performed in accordance with their terms, and (iv) any claim for indemnity asserted pursuant to Section 7.02 shall, if made within the applicable time period set forth above with respect to an accrued Liability, survive indefinitely.  However, no claim for indemnity may be asserted under Section 7.02 unless notice of such claim is given to 4LESS or Buyer, as the case may be, prior to the appropriate period(s) specified in the preceding sentence.


7.02      Indemnification .


(a)        Each of 4LESS and each of the Sellers agrees, from and after the Closing Date, for the appropriate period(s) specified in Section 7.01, above, to indemnify and hold Buyer and its officers, directors, agents or Affiliates and their respective successors and assigns (the “Buyer Indemnified Parties”), harmless from and against any Loss incurred by any Buyer Indemnified Party, directly or indirectly, resulting from (i) noncompliance with any applicable bulk sales or transfer Law, (ii) any Liability or Contract of, or Claim against 4LESS, whether contingent or absolute, direct or indirect, known or unknown, matured or unmatured (including but not limited to Liabilities for Taxes), (iii) any Liability or Claim arising in any way from any service rendered, or action taken by, or relating to the operations of, 4LESS prior to the Closing Date, (iv) or  the breach or inaccuracy of or failure to comply with, or the existence of any facts resulting in the inaccuracy of, any of the warranties, representations, conditions, covenants or agreements of 4LESS contained in this Agreement or in any agreement or document delivered pursuant hereto or in connection herewith, or arising out of the consummation of the transactions contemplated hereby.


(b)        Buyer agrees from and after the Closing Date, for the appropriate period(s) specified in Section 7.01, above, to indemnify and hold 4LESS and each of the Sellers and their respective Affiliates, successors and assigns (the “Seller Indemnified Parties”) harmless from and against any Loss incurred by any Seller Indemnified Party directly or indirectly resulting from (i) any Liability or Claim arising in any way from any service rendered, or action taken by, or relating to the operations of, Buyer after the Closing Date, (ii) any Liability or Contract of, or Claim against Buyer, whether contingent or absolute,


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direct or indirect, known or unknown, matured or unmatured (including but not limited to Liabilities for Taxes), (iii) any Liability or Claim arising in any way from any service rendered, or action taken by, or relating to the operations of, Buyer prior to the Closing Date; or (iv) or any Claim arising out of Buyer’s breach, failure to fully repay and satisfy, default in or failure to comply with the terms of, the Assumed Liabilities or any breach of any warranties, representations, conditions, covenants or agreements of Buyer contained in this Agreement to which the Buyer is a party, or in any other agreement, certificate or document delivered pursuant to or in connection with this Agreement or arising out of the Closing of the transactions contemplated hereby.


(c)        If any Third Party shall notify any party (the “Indemnified Party”) with respect to any matter which may give rise to a claim for indemnification against any other party (the “Indemnifying Party”) under this Section 7, then the Indemnified Party shall notify each Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any Liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially damaged.  In the event any Indemnifying Party notifies the Indemnified Party within thirty (30) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice (at its cost)reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel (at its cost), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably).  In the event the Indemnifying Party fails to assume the defense of the matter as provided herein within thirty (30) days after the Indemnified Party has given notice thereof, the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.


(d)        After the Closing Date, the right of indemnification under this Section 7 shall be the sole and exclusive remedy available to any Party for any claim or cause of action arising under this Agreement or other agreements to be entered into in connection with the transactions contemplated hereby in connection with any breach of any representation, warranty, covenant or provision of this Agreement this Agreement, other agreements to be entered into in connection with the transactions contemplated hereby or otherwise; provided, however, that this exclusive remedy does not preclude a Party from bringing an action for specific performance or other equitable remedy to require a party to perform its obligations under this Agreement.  Each Party expressly waives any rights it may have to make a claim against the other pursuant to any constitutional, statutory, or common law authorities.  The provisions of this Section 7.02(d) shall not apply to claims arising out of or relating to the fraud, gross negligence or willful misconduct of the Parties.


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SECTION 8


PRESERVATION OF BOOKS AND RECORDS


8.01     For a period of 3 (three) years after the Closing date, Buyer shall preserve the books and records of 4LESS delivered to Buyer; and Seller shall similarly make available to Buyer any records which Buyer permits 4LESS to retain; each Party will make such books and records available to the other Party at all reasonable times and permit the other Party to make extracts from or copies of all such records.


SECTION 9


CERTAIN OTHER COVENANTS AND AGREEMENTS


9.01.      Further Assurances .  Upon the request of either Party hereto, the other Party will execute and deliver to the requesting Party, or such Party’s nominee, all such instruments and documents of further assurance or otherwise, and will do any and all such acts and things as may reasonably be required to carry out the obligations of such Party hereunder and to more effectively consummate the transactions contemplated hereby, including, without limitation, submitting information required by a Governmental or Regulatory Authority, obtaining all consents and approvals from Third Parties, under leases, agreements and other Contracts.


9.02      SEC Reports .  Buyer shall file with the SEC all reports that are required to be filed pursuant to the Exchange Act with respect to this Agreement and the transactions contemplated hereby.



SECTION 10


MISCELLANEOUS


10.01.    Governing Law .  This Agreement shall be construed and interpreted in accordance with the laws of the State of Nevada shall be enforceable exclusively in the courts thereof.


10.02.    Modification .  This Agreement may be modified or amended, and the requirements of any provision hereof may be waived, with the mutual consent of the Parties by written instrument signed by them or their respective successors or assigns in any manner deemed necessary or appropriate by them.


10.03.    Binding Nature .  This Agreement shall be binding unto the Parties herein their heirs and permitted assigns.


10.04.    Counterparts .  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


10.05.    Notices .  Any notice or other communication hereunder may be sent by any means (including facsimile or email or other electronic means, provided that receipt thereof is acknowledged and confirmed by the recipient) and shall be effective upon receipt; except that, if sent via domestic certified mail or via international overnight courier such as Federal Express, said notice shall be conclusively deemed to have been received by a Party hereto and be effective on the earlier of (a) the actual date of receipt, or, if earlier, (b) the third business day following the date given to the post office or courier for delivery. In addition to such notices and communications as shall be addressed to such Party at the


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address set forth at the outset of this Agreement (or such other address as such Party shall specify to the other Party in writing), mandatory copies, sent in such manner, shall be delivered to the additional addressees set forth below:


As to 4LESS:

The 4 LESS Corp.

 

 

 

Attn: Christopher Davenport, CEO

 

 

 

 

 

 

As to CD:

Christopher Davenport

 

 

 

 

 

 

As to SS:

Sergio Salzano

 

 

 

 

 

 

As to Buyer:

MedCareers Group Inc.

 

 

 

Attn:  Timothy Armes, CEO

 

 

 

 

 

 

As to TA:

Timothy Armes



10.06.    Entire Agreement .  This Agreement, together with its schedules, exhibits and the other agreements to be entered into in connection with the transactions contemplated hereby, constitutes the entire understanding among the Parties and supersedes all other understandings and agreements, oral or written, with respect to the subject matter hereof.


10.07.    Headings .  The descriptive headings of the several sections and paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.


10.08.    Equitable Remedies .  In the event that any Party to this Agreement shall default in the performance of any obligation, covenant or agreement hereunder, the other Parties to this Agreement shall, in addition to all other remedies which may be available to it, be entitled to injunctive and equitable relief, including without limitation specific performance, and shall be entitled to recover from the defaulting Party or Parties its costs and expenses (including reasonable attorneys’ fees) incurred by it in securing such injunctive or equitable relief.


10.09.    Severability .  In the event that any provision of this Agreement shall be held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement should remain in full force and effect and be interpreted as if such invalid or unenforceable provision had not been a part hereof; provided, however, if any particular portion of this Agreement shall be adjudicated invalid or unenforceable by reason of the length of time or scope of applicability provided for herein, this


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Agreement shall be deemed amended to diminish such time and/or reduce such scope to the longest enforceable time and the broadest enforceable scope of applicability.



10.10.    Successors and Assigns .  This Agreement shall be binding upon and inure to the benefit of the Parties herein and their successors and permitted assigns.




( Signature page follows. )




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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.



THE 4 LESS CORP.

By   /s/ Christopher Davenport

Name:  Christopher Davenport, CEO




CHRISTOPHER DAVENPORT



/s/ Christopher Davenport



SERGIO SALZANO



/s/ Sergio Salzano




MEDCAREERS GROUP INC.



By:   /s/ Timothy Armes

Name:  Timothy Armes, CEO




TIMOTHY ARMES



/s/ Timothy Armes