STOCK PURCHASE AGREEMENT
This
STOCK PURCHASE AGREEMENT (the "Agreement") dated October 15, 2009 is by and
among IntelaSight, Inc., a Washington corporation (hereinafter the "Buyer") and
Xxx Xxxxx and Xxxxx Xxxxxxx (hereinafter collectively, the "Sellers"), who are
the majority stockholders of Iveda Corporation, fka Charmed Homes Inc., a Nevada
corporation (hereinafter the "Company").
This
Agreement sets forth the terms and conditions upon which the Sellers are selling
to the Buyer, and the Buyer is purchasing from the Sellers, 5,000,000 shares of
common stock, par value $0.00001 per share, representing 74.73% of the issued
and outstanding shares of capital stock of the Company (hereinafter the
"Shares").
In consideration of the mutual
agreement contained herein, the parties hereby agree as follows:
I. SALE
OF THE SHARES.
1.01 Shares being
Sold. Subject to the terms and conditions of this Agreement,
the Sellers are selling, assigning, and delivering the Shares to the Buyer at
the closing provided for in Section 1.03 hereof (the "Closing"), free and clear
of all liens, charges, or encumbrances of whatsoever nature.
1.02 Consideration. The
Buyer is delivering to the Sellers $200,000 in certified funds, official bank
check or wired funds, of which $50,000 will be paid at the Closing. The
remaining is made payable in three $50,000 installments due three months, six
months and nine months post-Closing.
1.03 Closing. The
Closing of the transactions provided for in Section 1.04 and 1.05 shall take
place at 00 Xxxxx Xxxx Xxxxx X.X, Xxxxxxx, XX X0X 0X0 simultaneously with the
execution and delivery of this Agreement.
1.04 Delivery by the
Sellers. At the Closing, the Sellers shall deliver to the
Buyer (i) certificates representing the Shares, endorsed in blank and otherwise
in form acceptable for transfer on the books of the Company, with all necessary
transfer tax stamps attached, and (ii) all contracts, books, and records of the
Company not previously delivered.
1.05 Delivery by the
Buyer. At the Closing the Buyer is delivering to the Seller
the payment provided for in Section 1.02 hereof.
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II. RELATED
TRANSACTIONS.
2.01
Finder. Sellers
and Buyer acknowledge that there are no finders with respect to the transaction
contemplated herein.
2.02 Appointment of Escrow
Agent. At the Closing, Securities Transfer Corp. shall be
appointed escrow agent of the said shares until payment is received in
full.
III.
REPRESENTATIONS
AND WARRANTIES BY THE SELLERS.
The Sellers hereby jointly and
severally represent and warrant as follows:
3.01 Organization,
Capitalization, etc.
(a)
The
Company is a corporation duly organized, validly existing, and in good standing
under the laws of the state of Nevada, is qualified in no other state, and is
not required to be qualified to do business in any other state or foreign
jurisdiction.
(b) The
authorized capital stock of the Company consists of 200,000,000 shares, par
value $0.00001 per share, divided into 100,000,000 shares of common stock,
6,690,000 of which are validly issued and outstanding, fully paid and
nonassessable, and 100,000,000 shares of preferred stock, none of which have
been issued. All of the Shares owned by the Sellers are owned free
and clear of any liens, claims, options, charges, or encumbrances of whatsoever
nature. The Sellers have the unqualified right to sell, assign, and
deliver the Shares, and, upon consummation of the transactions contemplated by
this Agreement, the Buyer will acquire good and valid title to the Shares, free
and clear of all liens, claims, options, charges, and encumbrances of whatsoever
nature. The Buyer acknowledges that the Shares being acquired from
the Sellers are restricted securities as that term is defined in Rule 144 of the
Securities Act of 1933, as amended (the "Act"). No other stock or
other securities of any kind whatsoever are issued or outstanding, including,
without limitation, bonds, debentures, or any other debt security; phantom
stock, options, rights, or warrants to purchase or subscribe for, or any
commitment or obligation of any kind to issue, any stock or securities of the
Company; or securities convertible into stock of the Company. There
are no declared or accrued and unpaid dividends.
(c) The
Company has the corporate power and authority to carry on its business as
presently conducted.
3.02 Authority. The
shareholders and the Board of Directors of the Company have each duly authorized
the execution of this Agreement and the consummation of the transactions
contemplated herein. The Company has the full power and authority to
execute, deliver and perform this Agreement, and this Agreement is a legal,
valid and binding obligation of the Company, and is enforceable in accordance
with its terms.
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3.03 Title to Shares; Power to
Transfer. Each Seller has and will deliver to Buyer at Closing
good and marketable title to his Shares free and clear of all security
interests, financing statements, pledges, liens, conditional sales agreements,
encumbrances, charges, proxies, agreements among shareholders, claims,
third-party interests, restrictions, qualifications, limitations or rights of
any kind and will have at Closing, the right, power and authority to transfer
his Shares without breach or default with respect to any contract, agreement,
commitment, or undertaking by which such Seller, the Company or the Shares are
bound. The shares of common stock sold to Buyer shall represent 74.73% of the
outstanding and issued shares of common stock on a fully diluted
basis.
3.04 No
Violation. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby will
constitute a violation or default under any term or provision of the Articles of
Incorporation or Bylaws of the Company, or of any contract, commitment,
indenture, other agreement or restriction of any kind or character to which the
Company or any of the Sellers is a party or by which the Company or any of the
Sellers is bound. No contract, agreement, commitment, or undertaking, either
oral or written, or judgment, order, writ, injunction or decree exists that in
any other manner restricts, limits, or affects the execution, delivery or
performance of this Agreement, the transferability of the Shares, or the
business or assets of the Company.
3.05 Financial
Statements. The Sellers have delivered to the Buyer the
balance sheet of the Company as at April 30, 2009 as reviewed by Xxxxxxx
Xxxxxxx. That balance sheet is true and correct and a fair and
accurate presentation of the financial condition and assets and liabilities
(whether accrued, absolute, contingent, or otherwise) of the Company as of the
date thereof in accordance with generally accepted principals of accounting
applied on a consistent basis.
3.06 Tax
Returns. The Company has duly filed all tax reports and
returns required to be filed by it and has fully paid all taxes and other
charges claimed to be due from it by federal, state, or local taxing authorities
(including without limitation those due in respect of its properties, income,
franchises, licenses, sales, and payrolls); there are not liens upon any of the
Company's property or assets; there are not now any pending questions relating
to, or claims asserted for, taxes or assessments asserted against the
Company.
3.07 Title to Properties;
Encumbrances. The Company has good and marketable title to all
of its assets, real and personal, tangible and intangible, including without
limitation the properties and assets reflected in the April 30, 2009, balance
sheet of the Company. All such assets reflected in that balance sheet
have a fair market or realizable value at least equal to the value thereof as
reflected upon the balance sheet, and they are subject to no mortgage, pledge,
lien, conditional sale agreement, encumbrance, or charge of whatsoever
nature.
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3.08 Accounts
Receivable. All accounts receivable of the Company, whether
reflected in the Company's April 30, 2009 balance sheet or otherwise, represent
sales actually made in the ordinary course of business and the reserve for
uncollectibility of receivables as reflected in the aforesaid balance sheet is
adequate and was calculated in a way consistent with past
practice. There are not now any questions, controversies, or disputes
relating to any accounts receivable of the Company.
3.09 Undisclosed
Liabilities. Except to the extent reflected or reserved
against in the April 30, 2009, balance sheet of the Company, the Company as of
that date had no liabilities or obligations of any nature, where absolute,
accrued, contingent, or otherwise and whether due or to become
due. Further, the Sellers do not know or have any reasonable ground
to know of any basis for the assertion against the Company of any liability or
obligation as of April 30, 2009, of any nature or in any amount not fully
reflected or reserved against in the April 30, 2009 balance
sheet. The Company had no accounts payable at the date
hereof.
3.10 Consents. Attached
as Exhibit
3.10 is a list of all consents (the "Necessary Consents") from any
person, association, entity, or governmental authority, necessary to render the
transaction contemplated hereby lawful, effective in accordance with the terms
of this Agreement, and in compliance with any requirements by which the Sellers,
the Shares, the Company, its business or assets are bound, and an executed copy
of all Necessary Consents.
3.11 Proper Authority and
Applicable Laws. All meetings of the directors of the Company
necessary to conduct its business have been duly convened and held, and all
requisite director approval has been obtained for all purported acts by the
Company. All assets of the Company are used and maintained in
material conformity with all applicable domestic and foreign laws and public
policies. No aspect of the business of the Company as heretofore
conducted or act or omission of the Company or its agents violates or has
violated any applicable domestic law or public policy in any material
respect.
3.12 Absence of Certain
Changes. The Company has not since April 30,
2009:
(a)
Suffered
any material adverse change in financial condition, assets, liabilities,
business, or prospects;
(b)
Incurred
any obligation or liability (whether absolute, accrued, contingent, or
otherwise) other than in the ordinary course of business and consistent with
past practice;
(c)
Paid any
claim or discharged or satisfied any lien or encumbrance or paid or satisfied
any liability (whether absolute, accrued, contingent, or otherwise) other than
liabilities shown or reflected in the Company's April 30, 2009 balance sheet or
liabilities incurred since April 30, 2009, in the ordinary course of business
and consistent with past practices;
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(d)
Permitted
or allowed any of its assets, tangible or intangible, to be mortgaged, pledged,
or subjected to any liens or encumbrances;
(e)
Written
down the value of any inventory or written-off as uncollectible any notes or
accounts receivable or any portion thereof, except for write-offs of such items
in the ordinary course of business and at a rate no greater than during the
quarter ended April 30, 2009;
(f)
Cancelled
any other debts or claims or waived any rights of substantial value, or sold or
transferred any of its assets or properties, tangible or intangible, other than
sales of inventory or merchandise made in the ordinary course of business and
consistent with past practice;
(g) Made any
capital expenditures or commitments in excess of $1,000 for additions to
property, plant or equipment;
(h) Declared,
paid, or set aside for payment to its stockholders any dividend or other
distribution in respect of its capital stock or redeemed or purchased or
otherwise acquired any of its capital stock or any options relating thereto or
agreed to take any such action;
(i)
Made any
material change in any method of accounting or accounting
practice.
3.13 Litigation. There
are no actions, proceedings, or investigations pending or, to the knowledge of
the Company or the Sellers, threatened against the Company, and neither the
Company nor the Sellers know or have any reason to know of any basis for any
such action, proceeding, or investigation. There is no event or
condition of any kind or character pertaining to the business, assets, or
prospects of the Company that may materially and adversely affect such business,
assets or prospects.
3.14 Powers of
Attorney. There are no outstanding powers of attorney executed
on behalf of the Company.
3.15 Disclosure. The
Sellers have disclosed to the Buyer all facts material to the assets, prospects,
and business of the Company. No representation or warranty by the
Sellers contained in this Agreement, and no statement contained in any
instrument, list, certificate, or writing furnished to the Buyer pursuant to the
provisions hereof or in connection with the transaction contemplated hereby,
contains any untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements contained herein or therein not
misleading or necessary in order to provide a prospective purchaser of the
business of the Company with proper information as to the Company and its
affairs.
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3.16 SEC Filings. The
Company has filed on a timely basis all reports required to be filed with the
United States Securities and Exchange Commission (hereinafter the
"SEC").
3.17 Legend. The
Certificates representing the Shares delivered pursuant to this Agreement shall
bear a legend in the following form:
"The
shares represented by this certificate have not been registered under the
Securities Act of 1933 (the "Act"), as amended, or any other applicable federal
or state securities acts; and are 'restricted securities' as defined by Rule 144
of the Act. The shares may not be transferred, sold or otherwise
disposed of unless: (1) a registration statement with respect to the
shares shall be effective under the Act or any other federal or state securities
acts or an exemption from registration requirements under the Act is effective,
and (2) the Company shall have received an opinion of counsel for the Company
that no violations of any securities acts will be involved in any
transfer,"
3.18 Basis for Representations
and Warranties. Prior to executing this Agreement, Sellers
have made such affirmative and thorough reviews, searches, inspections and
inquiries relating to the Company, and have consulted such third parties, as a
reasonable and prudent person might deem necessary or appropriate in order to
gain knowledge concerning matters to which the representations and warranties
relate.
IV.
REPRESENTATIONS
AND WARRANTIES BY THE BUYER.
The Buyer
hereby represents and warrants as follows:
4.01 Organization. Buyer
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Washington. The Buyer has all corporate power necessary to
carry on its business as now being conducted.
4.02 Authorization. The
execution and delivery of this Agreement does not, and the consummation of the
transactions contemplated hereby and the fulfillment of the terms hereof by
Buyer will not, violate or conflict with any provision of by Buyer's Articles of
Incorporation or Bylaws, or any provision of any contract, agreement, commitment
or undertaking to which Buyer is bound. At the Closing, Buyer shall
deliver to Sellers a certified copy of the resolution of the Board of Directors
of Buyer authorizing the consummation of the transaction contemplated by this
Agreement. Upon delivery to Sellers of such certified resolution, the
consummation of the transaction contemplated by this Agreement will have been
duly authorized by the Board of Directors of Buyer.
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4.03 Investment
Intent. Buyer is purchasing the Shares for its own account for
investment and not with a view to or for sale in connection with any
distribution of common stock of the Company; and Purchaser will neither sell nor
transfer any of the Shares in violation of any applicable law, rule or
regulation, federal or state. Buyer understands that any resale of
the Shares must be made in compliance with the registration requirements of the
Securities Act of 1933, as amended, or pursuant to an exemption
therefrom.
V. SURVIVAL
OF REPRESENTATIONS; INDEMNIFICATION.
5.01 Survival of
Representations. All representations, warranties, and
agreements made by any party in this Agreement or pursuant hereto shall survive
the Closing for one year, except that all representations and warranties
relating to tax matters shall survive until the statute of limitations under
Nevada law. The above-referenced expiration periods shall not apply
if either (i) written notice of a claim based on such representation or
warranty setting forth the facts on which the claim is based shall have been
delivered to Company prior to the expiration of such representation or warranty
or (ii) such a claim is based upon willful or fraudulent misrepresentation
or breach by a Seller.
5.02 Indemnification. The
Sellers, jointly and severally, agree to indemnify the Buyer and hold it
harmless from an in respect of any assessment, loss, damage, liability, cost,
and expense (including without limitation interest, penalties, and reasonable
attorneys' fees) in excess of $1,000 in the aggregate, imposed upon or incurred
by the Buyer resulting from a breach of any agreement, representation, or
warranty of the Sellers. Assertion by the Buyer of its right to
indemnification under this Section 5.02 shall not preclude the assertion by the
Buyer of any other rights or the seeking of any other remedies against the
Sellers.
VI. MISCELLANEOUS.
6.01 Expenses. All
fees and expenses incurred by the Sellers in connection with the transactions
contemplated by this Agreement shall be borne by the Sellers and all fees and
expenses incurred by the Buyer in connection with the transactions contemplated
by this Agreement shall be borne by the Buyer.
6.02 Further
Assurances. From time to time, at the Buyer's request and
without further consideration, the Sellers, at their own expense, will execute
and transfer such documents and will take such action as the Buyer may
reasonably request in order to effectively consummate the transactions herein
contemplated.
6.03 Parties in
Interest. All the terms and provisions of this Agreement shall
be binding upon, shall inure to the benefit of, and shall be enforceable by the
prospective heirs, beneficiaries, representatives, successors, and assigns of
the parties hereto.
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6.04 Prior Agreements;
Amendments. This Agreement supersedes all prior agreements and
understandings between the parties with respect to the subject matter
hereof. This Agreement may be amended only by a written instrument
duly executed by the parties hereto or their respective successors or
assigns.
6.05 Headings. The
section and paragraph headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretations of
this Agreement.
6.06 Governing
Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the state of Washington, without regard
to its conflict-of-laws rules and venue of any actions brought under this
Agreement will be in Spokane County, Washington.
6.07 Notices. All
notices, requests, demands, and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered or mailed
(registered or certified mail, postage prepaid, return receipt requested) as
follows:
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If
to the Sellers:
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Xxx
Xxxxx and Xxxxx Xxxxxxx
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00
Xx. Xxxx Xxxxx XX
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Xxxxxxx,
XX X000X0
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Xxxxxx
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If
to the Buyer:
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IntelaSight,
Inc.
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Attn: Xxxxx
Xx, CEO
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0000
X. Xxxx Xxxxxx Xx.
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Xxxxx
0000
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Xxxx,
XX 00000
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6.08 Agent. Sellers
hereby authorize and direct Securities Transfer Corp to act as their agent in
connection with the disbursement of the moneys set forth above and direct the
Buyer to issue its check and deliver said funds to the Sellers' agent,
Securities Transfer Corp.
6.09 Effect. In
the event any portion of this Agreement is deemed to be null and void under any
state or federal law, all other portions and provisions not deemed void or
voidable shall be given full force and effect.
6.11 Counterparts. This
Agreement may be executed simultaneously in several counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
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6.12 Tax Matters; Separate
Counsel. Sellers understand and acknowledge that the
transactions contemplated by this Agreement may result in tax consequences and
Buyer has urged Sellers to consult with their own legal counsel and financial
advisors with regard to potential tax consequences of the
transactions. Each Seller particularly stipulates and agrees that he
and his counsel and advisors have not received and are not relying on any
representations or warranties from any person or entity retained or employed by
Buyer in connection with such Seller's entry into this Agreement.
[Signature
Page Follows]
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IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
Company, Sellers and the Buyer, on the date first above written.
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BUYER:
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IntelaSight,
Inc.
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By:
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/s/ Xxxxx Xx
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Xxxxx
Xx, CEO
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SELLERS:
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/s/ Xxx Xxxxx
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Xxx
Xxxxx
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/s/ Xxxxx Xxxxxxx
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Xxxxx
Xxxxxxx
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COMPANY:
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Iveda
Corporation fka Charmed Homes Inc.
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By:
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/s/ Xxx Xxxxx
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Xxx
Xxxxx,
CEO
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