EXHIBIT 10.7
AGREEMENT PREVENTING TENDER BY CERTAIN SHAREHOLDERS
This Agreement Preventing Tender by Certain Shareholders is hereby made on this
5th day of May, 2001 by and between Senior Care Industries, Inc. [Senior Care]
and the undersigned shareholders [Shareholders] who hold stock in Senior Care
Industries, Inc.
WHEREAS, Senior Care intends to make an offer to its shareholders under the
terms of which all shareholders of record as of the last date for tender as set
forth in the Tender Offer [Form TO-I] filed with the Securities & Exchange
Commission and accompanying S-4 Registration Statement registering up to 450,000
shares of Series G preferred stock in Senior Care;
AND WHEREAS, the purpose of the Tender Offer is to provide relief to certain
shareholders who owned stock prior to March 12, 2001;
AND WHEREAS, it was not the intention to provide tender rights or registration
rights to persons receiving stock as consultants and/or officers and directors
or others after March 12, 2001;
THE PARTIES THEREFORE AGREE AS FOLLOWS:
1. In consideration of the issuance of shares in Senior Care to the undersigned,
each of them agrees that they shall not make a tender of the shares thus issued
under the terms of the Tender Offer herein above described which was originally
filed with the Securities & Exchange Commission on May 7, 2001 on Form TO-I.
2. The Subject Headings of the paragraphs and subparagraphs of this Agreement
are included for purposes of convenience only, and shall not affect the
construction or interpretation of any of its provisions.
3. This Agreement constitutes the agreement between the parties pertaining to
the subject matter contained in it and supersedes all prior and contemporaneous
agreements, representations, and understandings of the parties. No supplement,
modification, or amendment for this Agreement shall be binding unless executed
in writing by all the parties. No Waiver of any of the provisions of this
Agreement shall be deemed, or shall constitute, a Waiver of any other
provisions, whether or not similar, nor shall any Waiver constitute a continuing
Waiver. No Waiver shall be binding unless executed in writing by the party
making the Waiver.
4. This Agreement may be executed simultaneously in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
5. Nothing in this Agreement, whether express or implied, is intended to confer
any rights or remedies under or by reason of this Agreement on any persons other
than the parties to it and their respective successors and assigns, nor is
anything in this Agreement intended to relieve or discharge the obligation or
liability of any third persons to any party to this Agreement, nor shall any
provisions give any third persons any right of subrogation or action over or
against any party to this Agreement.
6. This Agreement shall be binding on, and shall inure to the benefit of the
parties to it and their respective heirs, legal representatives, successors, and
assigns; provided, however, Buyer may not assign any of its rights under it,
except to a wholly owned subsidiary corporation of Buyer. No such assignment by
Buyer to its wholly owned subsidiary shall relieve Buyer of any of its
obligations or duties under this Agreement.
7. Any controversy or claim arising out of or relating to this Agreement, or the
making, performance, or interpretation thereof, shall be settled by arbitration
in San Diego, California in accordance with the Rules of the American
Arbitration Association then existing, and judgement on the arbitration award
may be entered in any court having jurisdiction over the subject matter of the
controversy.
8. Time is of the Essence in this Agreement.
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9. All notices, demands and other communications under this Agreement shall be
in writing and shall be deemed to have been duly given on the date of service if
served personally on the party to whom notice is to be given, or on the third
day after mailing if mailed to the party to whom notice is to be given, by first
class mail, registered or certified, postage prepaid, and properly addressed to
Senior Care as follows:
Xx. Xxxxxx Xxxxxx
Senior Care Industries, Inc.
000 Xxxxxxxx-0xx Xxxxx
Xxxxxx Xxxxx, Xxxxxxxxxx 00000
Notices to the undersigned shall be sent to the last known address as provided
by the Stock Transfer Agent for Senior Care as the address for the undersigned.
Any party may change its address for purposes of this paragraph by giving the
other party written notice of the new address in the manner set forth above.
10. This Agreement shall be construed in accordance with, and governed by,
the laws of the State of California.
IN WITNESS WHEREOF, the parties to this Agreement have duly executed it
on the date first above written.
/S/ Xxxxxx Xxxxxx
------------------------------
BY: Xxxxxx Xxxxxx, Chief Executive Officer
Senior Care Industries, Inc.
SHAREHOLDERS:
/s/ Xxxxxx Xxxxxxx /s/ Xxxxx Xxxxx
-------------------- ----------------------
Xxxxxx Xxxxxxx Xxxxx Xxxxx
/s/ Xxxx Xxxxxxxxxxx /s/ Xxxxx Xxxxxxx
-------------------- ----------------------
Xxxx Xxxxxxxxxxx
/s/ Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxx
-------------------- ----------------------
Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx
/s/ Xxx Xxxxxxxx Perdico Properties Trust
--------------------
Xxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxx
/s/ Xxxxx Brake ----------------------
-------------------- Trustee
Aliso Circle Irrevocable Inter Vivos
Trust
/s/ Xxxxx Xxxxxxx
--------------------
Xxxxx Xxxxxxx
/s/ Xxxxxx X. Xxxxxx, Xx.
----------------------
/s/ Xxxx Xxxxxx Trustee
--------------------
Xxxx Xxxxxx
Senior Caring Communities, Inc.
/s/ Xxxxx Xxxx
--------------------
Xxxxx Xxxx /s/ Xxxx Xxxxxxxxxxx
----------------------
Secretary
/s/ Xxxxx Xxxxx
--------------------
Xxxxx Xxxxx Xxxxxxxx X. Xxxxx & Associates, P.C.
Xxxxxx Consulting Group, Inc. /s/ Xxxxxxxx X. Xxxxx
-----------------------
President
/s/ Xxxxxxx Xxxxxx
--------------------
President
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