AGREEMENT
AGREEMENT
This AGREEMENT (the “Agreement”) is
made as of the 29th day of
December, 2008, by and between:
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Van Xxxxxxx X. Xxxxxxxx,
a businessman having an address for notice and delivery located at JB 000,
XX 0, Xxxxxxx Xxxx, Xx Xxxxxxxx, Xxxxxxx,
Xxxxxxxxxxx 2601
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(the “Seller”)
And
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Xxxx Xxx, a businessman
having an address for notice and delivery located at Apt. Blk. 000 Xxx Xx
Xxx Xxx. 0, #00-0000,
Xxxxxxxxx 000000
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(the “Purchaser”).
RECITALS:
FIRST, Seller is the owners of an
aggregate of 1,200,000 shares (the “Shares”) of common stock of Ultra Care,
Inc., a Nevada corporation (“ULCA”, or the “Company”).
SECOND,
Seller desires to
sell the Shares to the Purchaser on the terms and conditions provided for in
this Agreement.
THRID,
Purchaser desires to purchase the Shares from the Seller on the terms and
conditions provided for in this Agreement.
NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and
agreements hereinafter set forth, the parties hereto agree as
follows:
I. SALES
OF THE SHARES.
1.01 Shares being
Sold. Subject to the terms and conditions of this Agreement,
the Seller is selling, assigning, and delivering the Shares to the Purchaser 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
Seller acknowledges that Purchaser is purchasing the Shares for an aggregate
consideration of US$60,000, which shall be delivered to Escrow Agent as set
forth in Paragraph 1.04 below.
1.03 Closing. The
Closing of the transactions provided for in this Agreement is taking place on or
before January 15, 2009 and no sooner than after the tenth day after the filing
of a Schedule 14F with the SEC on XXXXX.
1.04 Escrow. The
Purchaser will deliver to Xxxxxx Xxxxxx, Barristers & Solicitors, to the
attention of Xxxxxxx Xxxxxxx, as escrow agent (the “Escrow Agent”), US$60,000
for the purchase of the Shares. Concurrently therewith the Seller
will deliver to Escrow Agent duly endorsed stock certificate(s) representing
1,200,000 “restricted” shares of common stock (the “Shares”). Upon
receipt of the aforementioned from both parties, Escrow Agent will deliver the
Shares to Purchaser and Escrow Agent will deliver the US$60,000, less any agreed
Escrow Agent fees, to Seller in accordance with its instructions at the
Closing. In the event either party fails to deposit their respective
money and Shares by January 9, 2009, this agreement will terminate.
II. REPRESENTATIONS
AND WARRANTIES BY THE SELLERS.
The Seller hereby represents and
warrants to the Purchaser that to the best of the Seller’s knowledge, with the
intent that the Purchaser will rely on these representations and warranties in
entering into this Agreement, and in concluding the purchase and sale
contemplated by this Agreement, that:
2.01 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, and is qualified in no other state.
(b) The authorized capital
stock of the Company consists of 50,000,000 shares of common stock with a par
value of $0.001 per share. As of the date of this Agreement,
1,960,000 common shares are validly issued and outstanding, fully paid and
non-assessable. There are no outstanding options or other agreements
of any nature whatsoever relating to the issuance by the Company of any shares
of its capital stock.
(c) The Company has the
corporate power and authority to carry on its business as presently
conducted.
2.02 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 the Seller is a party or by which the Company or the Seller is
bound.
2.03 Authority. The Seller has the power
and authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated
hereby. This Agreement has been duly executed and delivered by the
Seller and
constitutes a valid and binding instrument, enforceable in accordance with its
terms.
2.04 Title to the
Shares. The Seller is the sole legal and beneficial owner of
the Shares in ULCA and has good and marketable title thereto. All of
the Shares owned by the Seller are owned free and clear of any liens, claims,
options, charges, or encumbrances of whatsoever nature. The Seller
has the unqualified right to sell, assign, and deliver the Shares, and, upon
consummation of the transactions contemplated by this Agreement, the Purchaser
will acquire good and valid title to the Shares, free and clear of all liens,
claims, options, charges, and encumbrances of whatsoever nature. The
Purchaser acknowledges that the Shares being acquired from the Seller are
restricted securities so that such Shares will have trading
restrictions.
2.05 Control
Shares. The Certificates representing the Shares delivered
pursuant to this Agreement are owned by affiliates of the Company and
accordingly are restricted securities as that term is defined in Rule 144 of the
Securities Act of 1933 (the “Act”). As such, upon transfer of the
Shares to the Purchaser, the Purchaser will begin a new holding period as set
forth in Rule 144 and the Shares may not be resold without registration or
pursuant to an exemption from registration for the holding period set forth in
Rule 144. Accordingly, certificates issued to the Purchaser will
contain an appropriate restrictive legend.
2.06 Undisclosed
Liabilities. Except to the extent reflected in the balance
sheet of the Company, the Company, as of that date, had no liabilities or
obligations of any nature, whether absolute, accrued, contingent, or otherwise
and whether due or to become due. Further, the Seller does not know
or has no reasonable ground to know of any basis for the assertion against the
Company of any liability or obligation as of October 31, 2008, of any nature or
in any amount not fully reflected or reserved against in the financial
statements.
2.07 No Liabilities at
Closing. The Company will not have any outstanding liabilities
at Closing and the Seller agrees to satisfy all outstanding liabilities of the
Company prior to Closing.
2.08 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 no 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.
2.09 Title to
Properties; Encumbrances. The Company has good and marketable
title to all of its properties and assets, real and personal, tangible and
intangible.
2.10 No Claims;
Indemnity. There are
currently no claims or lawsuits threatened or pending against the Company or the
Seller as the owner of its shares, and the Seller is unaware of any conditions
or circumstances that would lead to or justify the filing of any claim or
lawsuit. If, after the consummation of this transaction and the
transfer of the Shares from the Seller to the Purchaser any claim or lawsuit
shall be filed against ULCA or the Purchaser (as the owner of the Shares),
arising out of any circumstances whatsoever prior to transfer of the shares, the Seller shall defend,
indemnify and hold the Purchaser harmless from and against any and all such
claims or lawsuits or any awards or judgments granted thereunder.
III. REPRESENTATIONS
AND WARRANTIES BY THE PURCHASER.
The Purchaser hereby represents and
warrants to the Seller that to the best of the Purchaser’s knowledge, with the
intent that the Seller will rely on these representations and warranties in
entering into this Agreement, and in concluding the purchase and sale
contemplated by this Agreement, that:
3.01 Representations
Regarding the Acquisition of the Shares.
(a) The undersigned
Purchaser understands that the SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR FOREIGN
SECURITIES AGENCIES;
(b) The Purchaser is not an
underwriter and is acquiring the Seller’s Shares solely for investment for the
account of the Purchaser and not with a view to, or for, resale in connection
with any distribution within the meaning of the federal securities act, the
state securities acts or any other applicable laws;
(c) The Purchaser
understands the speculative nature and risks of investments associated with the
Company and confirms that the Shares are suitable and consistent with his
investment program and that his financial position enables him to bear the risks
of this investment;
3.02 Authority. The
Purchaser has the
power and authority to execute and deliver this Agreement, to perform his
obligations hereunder and to consummate the transactions contemplated
hereby. This Agreement has been duly executed and delivered by the
Purchaser and
constitutes a valid and binding instrument, enforceable in accordance with its
terms.
3.03 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 any contract,
commitment, indenture, other agreement or restriction of any kind or character
to which the Purchaser is a party or by which the Purchaser is
bound.
3.04 Rule 144
Restriction. The Purchaser hereby agrees that such shares are
restricted pursuant to Rule 144 and therefore subject to Rule 144 resale
requirements.
IV. SURVIVAL
OF REPRESENTATIONS; INDEMNIFICATION.
4.01 Survival of
Representations. All representations, warranties, and
agreements made by any party in this Agreement or pursuant hereto shall survive
the execution and delivery hereof for a period of one (1) year from and after
the Closing.
4.02 Indemnification. The
Seller agrees to indemnify the Purchaser and hold him harmless from and in
respect of any assessment, loss, damage, liability, cost, and expense
(including, without limitation, interest, penalties, and reasonable attorneys'
fees) in excess of $5,000.00 in the aggregate, imposed upon or incurred by the
Purchaser resulting from a breach of any agreement, representation, or warranty
of the Seller. Assertion by a party to their right to indemnification
under this Section 4.02 shall not preclude the assertion by the parties of any
other rights or the seeking of any other remedies against the opposing
party.
V. MISCELLANEOUS.
5.01 Expenses. All
fees and expenses incurred by the Purchaser and the Seller in connection with
the transactions contemplated by this Agreement shall be borne by the respective
parties hereto.
5.02 Further
Assurances. From time to time, at the Purchaser's request and
without further consideration, the Seller, at its expense, will execute and
transfer such documents and will take such action as the Purchaser may
reasonably request in order to effectively consummate the transactions herein
contemplated.
5.03 Entire
Agreement. This Agreement contains all of the terms agreed
upon by the parties with respect to the subject matter hereof. 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.
5.04 No
Assignments. Neither party may assign nor delegate any of its
rights or obligations hereunder without first obtaining the written consent of
the other party.
5.05 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.
5.06 Severability. In
the event that any term, covenant, condition or other provision contained herein
is held to be invalid, void or otherwise unenforceable by any court of competent
jurisdiction, the invalidity of any such term, covenant, condition, provision or
Agreement shall in no way affect any other term, covenant, condition or
provision or Agreement contained herein, which shall remain in full force and
effect.
5.07 Governing
Law. The situs of this Agreement is Vancouver, British
Columbia, and for all purposes this Agreement will be governed exclusively by
and construed and enforced in accordance with the laws and Courts prevailing in
the Province of British Columbia, without regard to its conflict-of-laws
rules.
5.08 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:
If to the
Seller: Van
Xxxxxxx X. Xxxxxxxx
XX 000, XX 0, Xxxxxxx Xxxx
Xx
Xxxxxxxx, Xxxxxxx
Xxxxxxxxxxx 2601
If to the
Purchaser:
Xxxx Xxx
Apt Blk 000 Xxx Xx Xxx Xxx.
0
#00-0000,
Xxxxxxxxx 000000
5.09 Effect. In
the event any portion of this Agreement is deemed to be null and void under any
state, provincial, or federal law, all other portions and provisions not deemed
void or voidable shall be given full force and effect.
5.10 Gender and
Number. Words importing a particular gender mean and include
the other gender and words importing a singular number mean and include the
plural number and vice versa, unless the context clearly indicated to the
contrary.
5.11 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. Facsimile signatures are acceptable and deemed
original signatures.
IN WITNESS WHEREOF, this
Agreement has been duly executed and delivered by the Seller and the Purchaser,
on the date first above written.
