PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (this "Agreement") is made and entered
into as of May___, 2006, by and among the persons indicated on Schedule A
attached hereto (collectively, the "Buyer"), and Xxxxx Xxxxx, President and CEO
of Elderwatch, Inc. ( the "Seller").
WHEREAS, Seller owns in the aggregate four million, five hundred and
thirty-seven thousand, five hundred (4,537,500) shares (the "Shares") of common
stock of Elderwatch, Inc., a Florida corporation (the "Company"), representing
58% of the issued and outstanding share capital of the Company on a
fully-diluted basis; there being a total of Seven million, eight hundred and
thirty-seven thousand, five hundred (7,837,500) shares issued and outstanding,
WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase
from Seller, the Shares for such consideration and on such terms as set out
below;
NOW THEREFORE, in consideration of the above premises and the mutual
representations, warranties, covenants and agreements hereinafter set forth and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
1. Purchase and Sale; Purchase Price; Closing.
(a) Purchase and Sale. Upon the terms and subject to the conditions of
this Agreement, at the Closing (hereafter defined), Seller shall sell, transfer
and assign to Buyer, and Buyer shall purchase from Seller, the Shares and any
and all rights in the Shares to which Seller is entitled, and by doing so Seller
shall be deemed to have assigned all of Seller's right, title and interest in
and to the Shares to Buyer. Such sale of the Shares shall be evidenced by stock
certificates, duly endorsed in blank or accompanied by stock powers duly
executed in blank, or other instruments of transfer in form and substance
reasonably satisfactory to Buyer.
(b) Purchase Price. The aggregate purchase price for the purchase of
the Shares shall be tow hundred and ninety-two thousand, eight hundred and
twenty-six ($292,826.00) Dollars (the "Purchase Price"), payable as follows:
(1) Fifty Thousand and 00/100 ($50,000.00) Dollars deposited
with Xxxxxx X. Emas, escrow agent, to be held in trust by the escrow agent and
released to sellers as a non-refundable deposit. The balance of the two hundred
and forty-two thousand, eight hundred and twenty-six (242,825.00) payable in
bank check, cashier's check or wire transfer in immediately available funds is
payable at closing, and deposited with the escrow agent, Xxxxxx X. Emas on or
before May 19, 2006. Seller will provide Buyer a certificate, executed by each
Seller and the Company, certifying that the representations and warranties made
herein are accurate as of the date of this Agreement and as of such date and
that the Company has no debt, obligation or liabilities whatsoever, including,
without limitation, any liabilities to its accountants, lawyers or the transfer
agent for the Company; and
(c) Closing.
(1) The Closing of the transactions contemplated under this
Agreement (the "Closing") shall take place no later than Friday, May 19, 2006.
The closing will take place in the City of Miami Beach or at such other place
mutually agreed upon.
(2) The Buyer's obligation to purchase the Shares and to take
the other actions required to be taken by the Buyer at the Closing is
subject to the satisfaction, at or prior to the Closing, of each of the
following conditions (any of which may be waived by the Buyer in whole
or in part):
(a) All of the Company's and Seller's representations and
warranties in this Agreement shall have been accurate in all respects
as of the date of this Agreement and shall be accurate in all respects
as of the time of the Closing as if then made; and (b) Seller and the
Company shall have complied with all terms of this Agreement.
(3) At the Closing:
(a) Buyer shall pay to Seller the unpaid balance of the
Purchase Price by cashiers' or bank check or wire transfer of
immediately available funds, and
(b) Seller shall deliver or cause to be delivered to Buyer (i)
the stock certificates evidencing the Shares owned by them, as listed
on Exhibit A, duly endorsed in blank or accompanied by stock powers
duly executed in blank, in proper form for transfer; (ii) an alpha list
from the transfer agent of the Company delivered directly to the buyer;
(iii) the resignation of Xxxxx Xxxxx and Xxxxx X. Xxxxxx, respectively,
from their respective positions as director, officer, and employee of
the Company, effective at Closing and effective ten days after the
Company files with the SEC a Schedule 14f-1; and (iv) any other
documents requested by Buyer to consummate the transactions
contemplated by this Agreement.
2. Representations of Seller.
Each Seller, jointly and severally, and the Company hereby represents
and warrants to each Buyer the following:
(a) Authority. Seller has the absolute and unrestricted right, power,
legal capacity and authority to enter into and perform his obligations under
this Agreement, to carry out his obligations hereunder and to consummate the
transactions contemplated hereby. Assuming the due authorization, execution
and delivery by Buyer, this Agreement, when executed and delivered by Buyer,
will be a valid and binding obligation of Seller, enforceable against Seller
in accordance with its terms. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated hereby, will
conflict with, or (with or without notice or lapse of time, or both) result in
a termination, breach or violation of (i) any instrument, contract or
agreement to which Seller is a party or by which he or she is bound, or (ii)
any federal, state, local or foreign law, ordinance, judgment, decree, order,
statute, or regulation, or that of any other governmental body or authority,
applicable to the Company or Seller or his or her respective assets or
properties.
(b) Capitalization. The Company's authorized capital stock consists of
50,000,000 shares of common stock, of which 7,837,500 shares are issued and
outstanding Seller is the sole record and beneficial owner of the Shares and
has good and marketable title to the Shares, free and clear of any liens,
pledges, hypothecations, charges, adverse claims, options, preferential
arrangements or restrictions of any kind, including, without limitation, any
restriction of the use, voting, transfer, receipt of income or other exercise
of any attributes of ownership (collectively, "Encumbrances"), other than any
Encumbrance expressly created by applicable federal and state securities laws.
Upon the execution and delivery of this Agreement and payment of the purchase
price, Buyer shall be the lawful record and beneficial owner of the Shares,
free and clear of all Encumbrances, other than any Encumbrances expressly
created by applicable federal and state securities laws. There are no
stockholders' agreements, voting trust, proxies, options, rights of first
refusal or any other agreements or understandings with respect to the Shares.
(c) Valid Issuance. All of the 4,537,500 shares of the Company being
sold by Seller and bought by Buyer are duly authorized, validly issued, fully
paid and non-assessable, and were not issued in violation of any preemptive or
similar rights. There are no outstanding subscriptions, options, warrants,
puts, calls, agreements or other rights of any type or other securities,
including without limitation, any agreements or securities (1) requiring the
issuance, sale, transfer, repurchase, redemption or other acquisition of any
shares of capital stock of the Company, (2) restricting the transfer of any
shares of capital stock of the Company, or (3) relating to the voting of any
shares of capital stock of the Company. There are no issued or outstanding
indebtedness of the Company having the right to vote (or convertible into, or
exchangeable for, securities having the right to vote), upon the happening of
a certain event or otherwise, on any matters on which the equity holders of
the Company may vote.
(d) SEC Documents. All reports and other documents filed by the Company
with the SEC (the "SEC Documents") complied, as of their respective dates, in
all material respects with the requirements of the Securities Act of 1933, as
amended (the "Securities Act") or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as the case may be, and other federal, state and
local laws, rules and regulations applicable to such SEC Documents, and none
of the SEC Documents contained any untrue statement of a fact or omitted to
state a fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. The financial statements of the Company included in the SEC
Documents comply as to form and substance in all respects with applicable
accounting requirements and the published rules and regulations of the SEC or
other applicable rules and regulations with respect thereto. Such financial
statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis during the periods involved (except
as may be otherwise indicated in such financial statements or the notes
thereto or in the case of unaudited interim statements, to the extent they may
not include footnotes or may be condensed or summary statements) and fairly
present in all respects the financial position of the Company as of the dates
thereof and the results of operations and cash flows for the periods then
ended (subject, in the case of unaudited statements, to normal year-end audit
adjustments). The Company has not received any letters, notices or any
notifications from the SEC, NASD or NASAQ with respect to the Company or any
of its officers or directors, with exception of the Delinquency Notification
issued by the NASD on April 21, 2006, the delinquency being remedied with the
filing of the Form 10-KSB and the subsequent removal of the `E' from the
Company's ticker symbol.
(e) No Undisclosed Liabilities. The Company has no liabilities or
obligations that are not disclosed in the SEC Documents, and as of the Closing
shall have no debts, liabilities or obligations, direct or indirect,
contingent or otherwise, including without limitation, any tax obligations.
(f) No Undisclosed Events or Circumstances. No event or circumstance
has occurred or exists with respect to the Company or its businesses,
properties, prospects, operations or financial condition, that, under
applicable law, rule or regulation, requires public disclosure or announcement
prior to the date hereof by the Company but which has not been so publicly
announced or disclosed in the SEC Documents.
(g) Litigation and Other Proceedings. There are no lawsuits or
proceedings pending or threatened, against the Company or its officers or
directors, nor has the Company or the Seller received any written or oral
notice of any such action, suit, proceeding or investigation.
(h) Full Disclosure. No representation or warranty or other statement
made by the Company Seller in this Agreement or otherwise in connection with
the transactions contemplated herein contains any untrue statement or omits to
state a fact necessary to make any of them, in light of the circumstances in
which it was made, not misleading.
3. Buyers' Representations.
Each Buyer hereby represents and warrants to each Seller the following:
(a) Authority. Buyer has the absolute and unrestricted right, power,
legal capacity and authority to enter into and perform his respective
obligations under this Agreement, to carry out his obligations hereunder and to
consummate the transactions contemplated hereby. This Agreement has been duly
executed and delivered by Buyer. No filing with, authorization from or consent
or approval of any governmental body, agency, official or authority or any other
third party is necessary or required to be made or obtained to enable Buyer to
enter into, and to perform his respective obligations under, this Agreement.
Neither the execution and delivery of this Agreement, nor the consummation of
the transactions contemplated hereby, will conflict with, or (with or without
notice or lapse of time, or both) result in a termination, breach or violation
of (i) any instrument, contract or agreement to which either Buyer is a party or
by which he is bound, or (ii) any federal, state, local or foreign law,
ordinance, judgment, decree, order, statute, or regulation, or that of any other
governmental body or authority, applicable to either Buyer or his respective
assets or properties.
(b) Investment Purpose. Buyer is acquiring the Shares for his own
account, for investment purposes only and not with a view to the resale or
distribution of any part thereof. Each Buyer understands that the Shares are
restricted securities and can not be offered for sale, sold, transferred or
otherwise disposed of without an effective registration statement pursuant to
the Securities Act of 1933, as amended, or an applicable exemption therefrom.
(c) Accredited Investor. Buyer is an "accredited investor" as that term
is defined in Rule 501(a) of Regulation D promulgated under the Securities Act
of 1933, as amended (the "Securities Act"), and has been provided with all
materials and information requested by Buyer, including any information
requested to verify any information furnished, and the Buyer has been provided
the opportunity for direct communication between Seller and its representatives
and the Buyer regarding the purchase contemplated by this Agreement, including
the opportunity to ask questions and receive answers from Seller.
(d) Exemption from Registration. Buyer understands that the Shares are
being offered and sold to it in reliance upon specific exemptions from the
registration requirements of United States federal and state securities laws.
4. Indemnification. Each Seller shall indemnify and hold harmless each Buyer and
his respective employees, trustees, agents, beneficiaries, affiliates,
representatives and their successors and assigns from and against any and all
damages, losses, liabilities, taxes and costs and expenses (including, without
limitation, attorneys' fees and costs) resulting directly or indirectly from any
misrepresentation, breach of warranty or nonfulfillment of any covenant or
agreement on the part of such Seller.
5. Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance
with the internal laws of the State of Florida without regard to principles of
conflicts of laws.
(b) If any covenant or agreement contained herein, or any part hereof,
is held to be invalid, illegal or unenforceable for any reason, such provision
will be deemed modified to the extent necessary to be valid, legal and
enforceable and to give effect of the intent of the parties hereto.
(c) This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof. This Agreement supersedes all prior
agreements between the parties with respect to the subject matter hereof or
thereof. There are no representations, warranties, covenants or undertakings
with respect to the subject matter hereof other than those expressly set forth
herein or in the other agreements referenced herein.
(d) This Agreement may not be amended or modified except by the express
written consent of the parties hereto. Any waiver by the parties of a breach of
any provision of this Agreement shall not operate or be construed as a waiver of
any subsequent breach thereof or of any other provision.
(e) This Agreement shall be binding upon, inure to the benefit of, and
be enforceable by the parties hereto and their respective successors and
permitted assignees and heirs and legal representatives.
(f) The parties hereto intend that this Agreement shall not benefit or
create any right or cause of action in or on behalf of any person other than the
parties hereto.
(g) The parties agree that this Agreement shall be deemed to have been
jointly and equally drafted by them, and that the provisions of this Agreement
therefore shall not be construed against a party or parties on the ground that
such party or parties drafted or was more responsible for the drafting of any
such provision(s). The parties further agree that they have each carefully read
the terms and conditions of this Agreement, that they know and understand the
contents and effect of this Agreement, and that each was represented by counsel
of its own choosing or had the opportunity to be represented by counsel of its
own choosing.
(h) The parties hereto agree to execute and deliver such further
documents and instruments and to do such other acts and things any of them, as
the case may be, may reasonably request in order to effectuate the transactions
contemplated by this Agreement.
(i) This Agreement may be executed in counterparts and by facsimile,
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
[Remainder of Page Intentionally Omitted; Signature Page to Follow]
IN WITNESS WHEREOF, each of the undersigned has caused this Agreement
to be executed by its duly authorized officer or representative as of the date
first above written.
SELLER:
/s/ Xxxxx Xxxxx
--------------------------------
Xxxxx Xxxxx
00000 Xxxxxxxxx Xxxxxx, #0
Xxxxxxx Xxxxx, XX 00000
BUYER:
--------------------------------
Name:
Address:
--------------------------------
Name:
Address:
EXHIBIT A
SELLER
Name & Address Total Shares Purchase Price
Xxxxx Xxxxx
00000 Xxxxxxxxx Xxxxxx, #0
Xxxxxxx Xxxxx, XX 00000 4,537,500 $292,825
Escrow Agent's Information (including wire instructions)
Xxxxxx X. Emas
0000 Xxxxxxxxxx Xxxxxx
Xxxxx Xxxxx, XX 00000
Wire Instructions:
Wachovia Bank
Surfside, Florida
Account: Xxxxxx X. Emas, P.A. Attorney-at-Law
Account Number: 2000015545590
Wire Routing Number: 00000000-1
SWIFT #: XXXXXX00
SCHEDULE A
Purchasers Shares
Xxxxxx Xxxxxxxx 50,000
0 Xxxxxx Xxxxxx
Xxxxxxx 00000, Xxxxxx
Xxxx Xxxxxxx. 500,000
00 Xx-Xxxxxxx Xx-Xxxxx Xxxxxx
Xxx Xxxx, Xxxxxx
Xxxxx Zwebner 50,000
00 X Xxxxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxx
Xxxxxx Xxxxx 50,000
0 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxx
Xxxxxxx Xxxxxxxxxxx 50,000
00 Xxxxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxx
Xxxx Xxxxx 300,000
0 Xxxxxxxx Xxxxxx
Xxxxxx XxXxxx, Xxxxxx
Xxxxx Xxxxx 150,000
00 Xxxxxxxxx Xxxxxx
Xxxxxx XxXxxx, Xxxxxx
Xxxx Xxxxxxxx 50,000
00/00 Xxxxx Xxxxxx
Xxxxx, Xxxxxx
Xxxxx Xxxxx 50,000
00 Xxxxxxxx Xxxxxx
Xxxxx 00000, Xxxxxx
Xxxxx Xxxx 100,000
0 Xxxxxx Xxxxxx
Xxxxx, Xxxxxx
Xxxxxxxx Xxxxxx 30,000
00 Xxxxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxx
Xxxx Xxxxxxx 45,000
0000 Xxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxxx
Purchasers Shares
Xxxx Xxxxxxx 25,000
00 Xxxxx Xxxxx Xxxxxx
Xxxxxx, Xxxxxx
Basad Holdings ltd 200,000
00 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx XX X0X 0X0, Xxxxxx
Xxxx Xxxxxxxxx 50,000
0 Xxxxxxxxx Xxxxxx
Xxxxxxx XX X0X 0X0, Xxxxxx
Xxxxx Xxxxxxx 300,000
00 Xxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxx
Xxx Xxxxxx 300,000
00 Xxx Xxxxxx
Xxxxxxx, Xxxxxx
Xxxxxx Xxxxxxxxx 250,000
Xxxxxx Xx Xxx Xxxxx 0
Xxxxxx XxXxxx, Xxxxxx
Eurospark S.A. 700,000
000 Xxxxxx Xxxxxx
Xxxxxxxx 0000, Xxxxxxx
Xxx Xxxxxxxxxx 150,000
174 Avenue Xxxxxx Xxxxxxxx
Xxxxxxxx 0000, Xxxxxxx
P.G. Engineering S.A. 450,000
0 Xxxxxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxx 00000, Xxxxxxx
International Executive Consulting SPRL 637,500
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx 0000, Xxxxxxx
Xxxxx Gavijon 50,000
00 Xxxxxxxx Xxxxxx, Xxxxx 00
Xxxxx Xxxxxxxx 00000, Israel
------------
TOTAL SHARES 4,537,500
============
