STOCK PURCHASE AGREEMENT
This
stock purchase agreement dated January 3, 2007 by and between Comprehensive
Healthcare Solutions, a Delaware corporation with offices located at 00 Xxxxxx
Xxxxxx, Xxxxxxx, Xxx Xxxx, 00000, hereafter referred to as “Seller,” and Xxxxx
X. Brand an individual with offices located at 000 Xxxxxx Xxxxxx, Xxxxx Xxxx,
XX
00000, hereafter referred to as “Buyer”.
Whereas,
Accutone Inc., hereafter “Accutone”, a Pennsylvania corporation the shares of
which are wholly owned by Seller; and
Whereas
, Buyer
currently operates a business known as Accutone Hearing Services located at
000
Xxxxxx Xxxxxx, Xxxxx Xxxx, XX 00000; and
Whereas,
Buyer
is desirous of obtaining all the issued and outstanding shares of stock and
assets of Accutone; and
Whereas,
Buyer
holds a debenture issued by Seller in the amount of $200,000 dated on or about
June 1, 2006 on which there is due and owing to Buyer the principal sum of
$200.000 plus interest;
Whereas,
Buyer is
indebted to Accutone in the amount of $25,000, which obligation is memorialized
by a promissory note executed by Buyer in favor of Accutone;
Now
therefore in consideration of the mutual covenants herein contained, it is
hereto agreed by and between the parties as follows:
1. Purchase
Price -
The
purchase price shall be the forgiveness and cancellation by Buyer of that
certain debenture from Seller to Buyer in the principal amount of $200,000.00
dated June 1, 2006. Seller shall also consent to the forgiveness of the
$25,000.00 note owed by the Buyer to Accutone.
| A) |
At
closing, Seller shall deliver to Buyer all the issued and outstanding
shares of stock of Accutone or, in the event that the shares of stock
are
lost and not capable of delivery, an affidavit attesting to the fact
that
the shares have not been previously sold or pledged by delivery to
any
creditor or third party.
|
| B) |
At
closing, Buyer shall deliver to Seller the Debenture duly marked cancelled
and voided, and shall deliver to Seller a general release of all
liability.
|
| 2. |
Sellers
Warranty -
The Seller owns the stock of Accutone free and clear of all liens,
encumbrances, claims and charges of every kind. The Seller has the
full
right to transfer the said stock and assets to the Buyer free and clear
of
all liens, encumbrances, claims and other charges of every kind and
without violating any agreement or understanding to which the Seller
is
the party or by which it is bound. Seller has authorized this transaction
by act of its board of directors duly effectuated in accordance with
its
rules and bylaws and the signatory hereto has the authority to execute
all
documents necessary and appropriate to consummate same on Seller’s behalf.
|
3. Disclosure
- No
representation or warranty by the Seller in this Agreement or in any other
exhibit, list, certificate, or document contains or will contain any untrue
statement of material fact.
4. Conduct
of Business -
The
Seller has ceased using the name Accutone or Accutone, Inc. and currently
operates its hearing aid business as Interstate Hearing Aid Service and or
Interstate / Accutone.
5. Indemnification
by the Seller -
The
Seller shall defend, indemnify and hold the Buyer harmless from and against
all
actual or potential claims, demands, liabilities, damages, losses, and out
of
pocket expenses including reasonable attorneys fees whether or not reduced
to
judgment, order or award caused by or rising out of the breach of any agreement
or any representation or warranty made by the Seller in this agreement, or
in
any exhibit, list, certificate, or document delivered by it pursuant hereto
and
Buyer shall have the right to offset against any monies owed to
Seller.
6. Indemnification
by the Buyer -
The
Buyer shall defend, indemnify and hold the Seller harmless from and against
all
actual or potential claims, demands, liabilities, damages, losses, and out
of
pocket expenses including reasonable attorneys fees whether or not reduced
to
judgment, order or award caused by or rising out of the breach of any agreement
or any representation or warranty made by the Buyer in this agreement, or in
any
exhibit, list, certificate, or document delivered by it pursuant hereto and
Seller shall have the right to offset against any monies owed to
Buyer
7. Inspection
- Buyer
has had adequate opportunity to inspect the books and records of Accutone and
perform any due diligence Buyer may wish, and Buyer is satisfied with the
condition of the corporation organizationally, financially and otherwise, and
Buyer takes title to the shares of stock and assumes control of the Accutone
corporate entity, in “as is” condition with no representations or warranties by
Seller of any kind as to the condition of the business of the Accutone entity.
Buyer affirms and acknowledges that he has not relied upon any representation,
warranties, evaluations, assessments, or promises of any kind by any person
or
entity associated with Seller in electing to purchase the shares of Accutone,
except for the representations explicitly made in this agreement.
8. Further
Assurances
- Each
of the parties will at the request of the Buyer from time to time execute and
deliver such further instruments and will take other actions reasonably required
to consummate the transactions contemplated by this Agreement.
9. Governing
Law -
This
Agreement shall be governed by construed, and enforced in accordance with the
laws of the Commonwealth of Pennsylvania.
10. Headings
for Reference Only -
The
section and paragraph headings in this Agreement are for convenience of
reference only and shall not be deemed to modify or limit the terms of this
Agreement.
11. Notices
-
Any
notice, communication, demand, or other writing required or permitted to be
given, made or accepted by any party to this Agreement shall be given by
personal delivery or by depositing the same in the United States mail, properly
addressed, postage pre-paid and registered or certified with return receipt
requested. A notice given by personal delivery shall be effective upon delivery,
and a notice given by registered or certified mail shall be deemed effective
on
the second day after such deposit. For a notice given in accordance herewith
as
follows:
If
to the
Buyer, 000 Xxxxxx Xxxxxx, Xxxxx Xxxx, XX 00000
If
to the
Seller, 00 Xxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxx, 00000
12. Entire
Agreement and Amendment
- Heirs
and Assigns - This Agreement states the entire Agreement reached between the
parties hereto with respect to the transactions contemplated, and supersedes
all
prior or contemporaneous agreements, understandings, representations and
warranties between the parties and may not be amended accept by written
instrument executed by the parties hereto. This Agreement shall inure to the
benefit to the respective parties, their heirs and assigns.
IN
WITNESS WHEREOF, the parties have delivered and executed this Agreement on
the
day and year first above written.
COMPREHENSIVE
HEALTHCARE
SOLUTIONS
- SELLER
By: /s/
Xxxx Xxxxxxx /s/
Xxxxx X. Brand
XXXX
XXXXXXX XXXXX
X.
BRAND, BUYER
