SHARE EXCHANGE AGREEMENT by and among Medical Alarm Concepts Holdings, Inc. a Nevada Corporation and Medical Alarm Concepts LLC a Pennsylvania Limited Liability Company effective as of June 24, 2008
by
and
among
Medical
Alarm Concepts Holdings, Inc.
a
Nevada
Corporation
and
a
Pennsylvania Limited Liability Company
effective
as of June 24, 2008
THIS
SHARE EXCHANGE AGREEMENT,
made and
entered into this 24 day of June, 2008, by and among Medical Alarm Concepts
Holdings, Inc., a Nevada Corporation ("Medical Holdings"), and Medical Alarm
Concepts LLC, a Pennsylvania Limited Liability Company ("Medical LLC"), and
the
unitholders of Medical LLC (“the Unitholders”).
Premises
A. This
Agreement provides for the acquisition of Medical LLC whereby Medical LLC shall
become a wholly owned subsidiary of Medical Holdings and in connection
therewith, the issuance of a total of 30,000,000 shares of Medical Holdings
to
the Unitholders.
B. The
boards of directors of Medical LLC and Medical Holdings have determined, subject
to the terms and conditions set forth in this Agreement, that the transaction
contemplated hereby is desirable and in the best interests of their
stockholders, respectively. This Agreement is being entered into for the purpose
of setting forth the terms and conditions of the proposed
acquisition.
Agreement
NOW,
THEREFORE, on the stated premises and for and in consideration of the mutual
covenants and agreements hereinafter set forth and the mutual benefits to the
parties to be derived here from, it is hereby agreed as follows:
ARTICLE
I
MEDICAL
HOLDINGS, INC.
As
an
inducement to and to obtain the reliance of Medical LLC, Medical Holdings
represents and warrants as follows:
Section
1.1 Organization.
Medical
Holdings is a corporation duly organized, and validly existing under the laws
of
Nevada and has the corporate power and is duly authorized, qualified, franchised
and licensed under all applicable laws, regulations, ordinances and orders
of
public authorities to own all of its properties and assets and to carry on
its
business in all material respects as it is now being conducted, including
qualification to do business as a foreign corporation in the jurisdiction in
which the character and location of the assets owned by it or the nature of
the
business transacted by it requires qualification. Included in the Schedules
attached hereto (hereinafter defined) are complete and correct copies of the
articles of incorporation, bylaws and amendments thereto as in effect on the
date hereof. The execution and delivery of this Agreement does not and the
consummation of the transactions contemplated by this Agreement in accordance
with the terms hereof will not violate any provision of Medical Holdings’
articles of incorporation or bylaws. Medical Holdings has full power, authority
and legal right and has taken all action required by law, its articles of
incorporation, its bylaws or otherwise to authorize the execution and delivery
of this Agreement.
Section
1.2 Capitalization.
The
authorized capitalization of Medical Holdings consists of 100,000,000 Common
Shares, $0.001 par value per share, and 50,000,000 shares of preferred. As
of
the date hereof, Medical Holdings has no common shares and no preferred shares
issued or outstanding.
2
Section
1.3 Subsidiaries.
Medical
Holdings has no subsidiaries.
Section
1.4 Tax
Matters: Books and Records.
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(a)
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The
books and records, financial and others, of Medical Holdings are
in all
material respects complete and correct and have been maintained in
accordance with good business accounting practices;
and
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(b)
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Medical
Holdings shall remain responsible for all debts incurred by Medical
Holdings prior to the date of
closing.
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Section
1.5 Litigation
and Proceedings.
Other
than set forth in the documents filed with the Securities and Exchange
Commission (the “SEC documents”), there are no actions, suits, proceedings or
investigations pending or threatened by or against or affecting Medical Holdings
or its properties, at law or in equity, before any court or other governmental
agency or instrumentality, domestic or foreign or before any arbitrator of
any
kind that would have a material adverse affect on the business, operations,
financial condition or income of Medical Holdings. Medical Holdings is not
in
default with respect to any judgment, order, writ, injunction, decree, award,
rule or regulation of any court, arbitrator or governmental agency or
instrumentality or of any circumstances which, after reasonable investigation,
would result in the discovery of such a default.
Section
1.6 Material
Contract Defaults.
Medical
Holdings is not in default in any material respect under the terms of any
outstanding contract, agreement, lease or other commitment which is material
to
the business, operations, properties, assets or condition of Medical Holdings,
and there is no event of default in any material respect under any such
contract, agreement, lease or other commitment in respect of which Medical
Holdings has not taken adequate steps to prevent such a default from
occurring.
Section
1.7 Information.
The
information concerning Medical Holdings as set forth in this Agreement and
in
the attached Schedules is complete and accurate in all material respects and
does not contain any untrue statement of a material fact or omit to state a
material fact required to make the statements made in light of the circumstances
under which they were made, not misleading.
Section
1.8 Title and Related Matters.
Medical
Holdings has good and marketable title to and is the sole and exclusive owner
of
all of its properties, inventory, interest in properties and assets, real and
personal (collectively, the “Assets”) free and clear of all liens, pledges,
charges or encumbrances. Medical Holdings owns free and clear of any liens,
claims, encumbrances, royalty interests or other restrictions or limitations
of
any nature whatsoever and all procedures, techniques, marketing plans, business
plans, methods of management or other information utilized in connection with
Medical Holdings’ business. No third party has any right to, and Medical
Holdings has not received any notice of infringement of or conflict with
asserted rights of others with respect to any product, technology, data, trade
secrets, know-how, proprietary techniques, trademarks, service marks, trade
names or copyrights which, singly on in the aggregate, if the subject of an
unfavorable decision ruling or finding, would have a materially adverse affect
on the business, operations, financial conditions or income of Medical Holdings
or any material portion of its properties, assets or rights.
Section
1.9 Compliance
With Laws and Regulations.
To the
best of Medical Holdings’ knowledge and belief, Medical Holdings has complied
with all applicable statutes and regulations of any federal, state or other
governmental entity or agency thereof, except to the extent that noncompliance
would not materially and adversely affect the business, operations, properties,
assets or condition of Medical Holdings or would not result in Medical Holdings
incurring material liability.
3
Section
1.10 Insurance.
All of
the insurable properties of Medical Holdings are insured for Medical Holdings’
benefit under valid and enforceable policy or policies containing substantially
equivalent coverage and will be outstanding and in full force at the Closing
Date.
Section
1.11 Approval
of Agreement.
The
directors of Medical Holdings have authorized the execution and delivery of
the
Agreement by and have approved the transactions contemplated
hereby.
Section
1.12 No
Conflict With Other Instruments.
The
execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term or
provision of, or constitute an event of default under, any material indenture,
mortgage, deed of trust or other material contract, agreement or instrument
to
which Medical Holdings is a party or to which any of its properties or
operations are subject.
Section
1.13 Governmental
Authorizations.
Medical
Holdings has all licenses, franchises, permits or other governmental
authorizations legally required to enable it to conduct its business in all
material respects as conducted on the date hereof. Except for compliance with
federal and state securities and corporation laws, as hereinafter provided,
no
authorization, approval, consent or order of, or registration, declaration
or
filing with, any court or other governmental body is required in connection
with
the execution and delivery by Medical Holdings of this Agreement and the
consummation of the transactions contemplated hereby.
ARTICLE
II
REPRESENTATIONS,
COVENANTS AND WARRANTIES
OF
MEDICAL LLC
As
an
inducement to, and to obtain the reliance of Medical Holdings, Medical LLC
represents and warrants as follows:
Section
2.1 Organization.
Medical
LLC is a corporation duly organized, validly existing and in good standing
under
the laws of Pennsylvania and has the corporate power and is duly authorized,
qualified, franchised and licensed under all applicable laws, regulations,
ordinances and orders of public authorities to own all of its properties and
assets and to carry on its business in all material respects as it is now being
conducted, including qualification to do business as a foreign entity in the
country or states in which the character and location of the assets owned by
it
or the nature of the business transacted by it requires qualification. Included
in the Attached Schedules (as hereinafter defined) are complete and correct
copies of the articles of incorporation, bylaws and amendments thereto as in
effect on the date hereof. The execution and delivery of this Agreement does
not
and the consummation of the transactions contemplated by this Agreement in
accordance with the terms hereof will not, violate any provision of Medical
LLC's certificate of incorporation or bylaws. Medical LLC has full power,
authority and legal right and has taken all action required by law, its articles
of incorporation, bylaws or otherwise to authorize the execution and delivery
of
this Agreement.
Section
2.2 Subsidiaries.
Medical
LLC has no subsidiaries.
4
Section
2.3 Tax
Matters; Books & Records.
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(a)
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The
books and records, financial and others, of Medical LLC are in all
material respects complete and correct and have been maintained in
accordance with good business accounting practices;
and
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(b)
|
Medical
LLC has no liabilities with respect to the payment of any country,
federal, state, county, local or other taxes (including any deficiencies,
interest or penalties).
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(c)
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Medical
LLC shall remain responsible for all debts incurred prior to the
closing.
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Section
2.4 Information.
The
information concerning Medical LLC as set forth in this Agreement and in the
attached Schedules is complete and accurate in all material respects and does
not contain any untrue statement of a material fact or omit to state a material
fact required to make the statements made, in light of the circumstances under
which they were made, not misleading.
Section
2.5 Title
and Related Matters.
Medical
LLC has good and marketable title to and is the sole and exclusive owner of
all
of its properties, inventory, interests in properties and assets, real and
personal (collectively, the "Assets") free and clear of all liens, pledges,
charges or encumbrances. Except as set forth in the Schedules attached hereto,
Medical LLC owns free and clear of any liens, claims, encumbrances, royalty
interests or other restrictions or limitations of any nature whatsoever and
all
procedures, techniques, marketing plans, business plans, methods of management
or other information utilized in connection with Medical LLC's business. Except
as set forth in the attached Schedules, no third party has any right to, and
Medical LLC has not received any notice of infringement of or conflict with
asserted rights of others with respect to any product, technology, data, trade
secrets, know-how, proprietary techniques, trademarks, service marks, trade
names or copyrights which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would have a materially adverse affect
on the business, operations, financial conditions or income of Medical LLC
or
any material portion of its properties, assets or rights.
Section
2.6 Litigation
and Proceedings.
There
are no actions, suits or proceedings pending or threatened by or against or
affecting Medical LLC, at law or in equity, before any court or other
governmental agency or instrumentality, domestic or foreign or before any
arbitrator of any kind that would have a material adverse effect on the
business, operations, financial condition, income or business prospects of
Medical LLC. Medical LLC does not have any knowledge of any default on its
part
with respect to any judgment, order, writ, injunction, decree, award, rule
or
regulation of any court, arbitrator or governmental agency or
instrumentality.
Section
2.7 Contracts.
On the
Closing Date:
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(a)
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There
are no material contracts, agreements, franchises, license agreements,
or
other commitments to which Medical LLC is a party or by which it
or any of
its properties are bound;
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(b)
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Medical
LLC is not a party to any contract, agreement, commitment or instrument
or
subject to any charter or other corporate restriction or any judgment,
order, writ, injunction, decree or award which materially and adversely
affects, or in the future may (as far as Medical LLC can now foresee)
materially and adversely affect, the business, operations, properties,
assets or conditions of Medical LLC; and
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(c)
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Medical
LLC is not a party to any material oral or written: (i) contract
for the
employment of any officer or employee; (ii) profit sharing, bonus,
deferred compensation, stock option, severance pay, pension, benefit
or
retirement plan, agreement or arrangement covered by Title IV of
the
Employee Retirement Income Security Act, as amended; (iii) agreement,
contract or indenture relating to the borrowing of money; (iv) guaranty
of
any obligation for the borrowing of money or otherwise, excluding
endorsements made for collection and other guaranties of obligations,
which, in the aggregate exceeds $1,000; (v) consulting or other contract
with an unexpired term of more than one year or providing for payments
in
excess of $10,000 in the aggregate; (vi) collective bargaining agreement;
(vii) contract, agreement, or other commitment involving payments
by it
for more than $10,000 in the
aggregate.
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5
Section
2.8 No
Conflict With Other Instruments.
The
execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term or
provision of, or constitute an event of default under, any material indenture,
mortgage, deed of trust or other material contract, agreement or instrument
to
which Medical LLC is a party or to which any of its properties or operations
are
subject.
Section
2.9 Material
Contract Defaults.
To the
best of Medical LLC's knowledge and belief, it is not in default in any material
respect under the terms of any outstanding contract, agreement, lease or other
commitment which is material to the business, operations, properties, assets
or
condition of Medical LLC, and there is no event of default in any material
respect under any such contract, agreement, lease or other commitment in respect
of which Medical LLC has not taken adequate steps to prevent such a default
from
occurring.
Section
2.10 Governmental
Authorizations.
To the
best of Medical LLC’s knowledge, Medical LLC has all licenses, franchises,
permits and other governmental authorizations that are legally required to
enable it to conduct its business operations in all material respects as
conducted on the date hereof. Except for compliance with federal and state
securities or corporation laws, no authorization, approval, consent or order
of,
or registration, declaration or filing with, any court or other governmental
body is required in connection with the execution and delivery by Medical LLC
of
the transactions contemplated hereby.
Section
2.11 Compliance
With Laws and Regulations. To
the
best of Medical LLC's knowledge and belief, Medical LLC has complied with all
applicable statutes and regulations of any federal, state or other governmental
entity or agency thereof, except to the extent that noncompliance would not
materially and adversely affect the business, operations, properties, assets
or
condition of Medical LLC or would not result in Medical LLC 's incurring any
material liability.
Section
2.12 Approval
of Agreement.
The
directors of Medical LLC have authorized the execution and delivery of the
Agreement and have approved the transactions contemplated hereby.
ARTICLE
III
EXCHANGE
PROCEDURE AND OTHER CONSIDERATION
Section
3.1 Share
Exchange/Delivery of Medical LLC Securities.
On the
Closing Date, Medical LLC shall transfer all of its membership interests to
Medical Holdings, so that Medical LLC shall become a wholly owned subsidiary
of
Medical Holdings.
Section
3.2 Issuance
of Medical Holdings Common Shares.
In
exchange for all of the Medical LLC membership interests referenced in Section
3.1, Medical Holdings shall issue to the Unitholders a total of 30,000,000
shares to the Unitholders listed in Schedule A. The 30,000,000 Medical Holdings
common shares which are restricted in accordance with Rule 144 of the 1933
Securities Act.
6
Section
3.3 Events
Prior to Closing.
Upon
execution hereof or as soon thereafter as practical, management of Medical
Holdings and Medical LLC shall execute, acknowledge and deliver (or shall cause
to be executed, acknowledged and delivered) any and all certificates, opinions,
financial statements, schedules, agreements, resolutions rulings or other
instruments required by this Agreement to be so delivered, together with such
other items as may be reasonably requested by the parties hereto and their
respective legal counsel in order to effectuate or evidence the transactions
contemplated hereby, subject only to the conditions to Closing referenced herein
below.
Section
3.4 Closing.
The
closing ("Closing") of the transactions contemplated by this Agreement shall
be
on or about June 20, 2008 ("Closing Date").
Section
3.5 Termination.
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(a)
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This
Agreement may be terminated by the board of directors or majority
interest
of shareholders of Medical Holdings or Unitholders of Medical LLC,
respectively, at any time prior to the Closing Date
if:
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(i)
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there
shall be any action or proceeding before any court or any governmental
body which shall seek to restrain, prohibit or invalidate the transactions
contemplated by this Agreement and which, in the judgment of such
board of
directors, made in good faith and based on the advice of its legal
counsel, makes it inadvisable to proceed with the exchange contemplated
by
this Agreement; or
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(ii)
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any
of the transactions contemplated hereby are disapproved by any regulatory
authority whose approval is required to consummate such
transactions.
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In
the
event of termination pursuant to this paragraph (a) of this Section 3.5, no
obligation, right, or liability shall arise hereunder and each party shall
bear
all of the expenses incurred by it in connection with the negotiation, drafting
and execution of this Agreement and the transactions herein
contemplated.
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(b)
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This
Agreement may be terminated at any time prior to the Closing Date
by
action of the board of directors of Medical Holdings if Medical LLC
shall
fail to comply in any material respect with any of its covenants
or
agreements contained in this Agreement or if any of the representations
or
warranties of Medical LLC contained herein shall be inaccurate in
any
material respect, which noncompliance or inaccuracy is not cured
after 20
days written notice thereof is given to Medical LLC. If this Agreement
is
terminated pursuant to this paragraph (b) of this Section 3.5, this
Agreement shall be of no further force or effect and no obligation,
right
or liability shall arise hereunder.
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(c)
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This
Agreement may be terminated at any time prior to the Closing Date
by
action of the board of directors of Medical LLC if Medical Holdings
shall
fail to comply in any material respect with any of its covenants
or
agreements contained in this Agreement or if any of the representations
or
warranties of Medical Holdings contained herein shall be inaccurate
in any
material respect, which noncompliance or inaccuracy is not cured
after 20
days written notice thereof is given to Medical Holdings. If this
Agreement is terminated pursuant to this paragraph (d) of this Section
3.5, this Agreement shall be of no further force or effect and no
obligation, right or liability shall arise
hereunder.
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7
In
the
event of termination pursuant to paragraph (b) or (c) of this Section 3.5,
the
breaching party shall bear all of the expenses incurred by the other party
in
connection with the negotiation, drafting and execution of this Agreement and
the transactions herein contemplated.
Section
3.6 Officers
and Directors of Medical Holdings and of Medical LLC After
Acquisition.
After
the Closing Date, the officers and directors of Medical Holdings and Medical
LLC
shall remain unchanged.
ARTICLE
IV
SPECIAL
COVENANTS
Section
4.1 Access
to Properties and Records.
Prior to
closing, Medical Holdings and Medical LLC will each afford to the officers
and
authorized representatives of the other full access to the properties, books
and
records of each other, in order that each may have full opportunity to make
such
reasonable investigation as it shall desire to make of the affairs of the other
and each will furnish the other with such additional financial and operating
data and other information as to the business and properties of each other,
as
the other shall from time to time reasonably request.
Section
4.2 Availability
of Rule 144.
Medical
Holdings and Medical LLC unitholders holding "restricted securities," as that
term is defined in Rule 144 promulgated pursuant to the Securities Act will
remain as “restricted securities.” Medical Holdings is under no obligation to
register such shares under the Securities Act, or otherwise. The stockholders
of
Medical Holdings and Medical LLC holding restricted securities of Medical
Holdings and Medical LLC as of the date of this Agreement and their respective
heirs, administrators, personal representatives, successors and assigns, are
intended third party beneficiaries of the provisions set forth herein. The
covenants set forth in this Section 4.2 shall survive the Closing and the
consummation of the transactions herein contemplated.
Section
4.3 Special
Covenants and Representations Regarding the Medical Holdings Common Shares
to be
Issued in the Exchange.
The
consummation of this Agreement, including the issuance of the Medical Holdings
Common Shares to the Unitholder of Medical LLC as contemplated hereby,
constitutes the offer and sale of securities under the Securities Act, and
applicable state statutes. Such transaction shall be consummated in reliance
on
exemptions from the registration and prospectus delivery requirements of such
statutes which depend, inter alia,
upon
the circumstances under which the Medical LLC Unitholders acquire such
securities.
Section
4.4 Third
Party Consents.
Medical
Holdings and Medical LLC agree to cooperate with each other in order to obtain
any required third party consents to this Agreement and the transactions herein
contemplated.
Section
4.5 Actions
Prior and Subsequent to Closing.
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(a)
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From
and after the date of this Agreement until the Closing Date, except
as
permitted or contemplated by this Agreement, Medical Holdings and
Medical
LLC will each use its best efforts
to:
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(i)
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maintain
and keep its properties in states of good repair and condition as
at
present, except for depreciation due to ordinary wear and tear and
damage
due to casualty;
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(ii)
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maintain
in full force and effect insurance comparable in amount and in scope
of
coverage to that now maintained by
it;
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8
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(iii)
|
perform
in all material respects all of its obligations under material contracts,
leases and instruments relating to or affecting its assets, properties
and
business;
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(b)
|
From
and after the date of this Agreement until the Closing Date, Medical
LLC
will not, without the prior consent of Medical
Holdings:
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(i)
|
except
as otherwise specifically set forth herein, make any change in its
articles of incorporation or
bylaws;
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(ii)
|
declare
or pay any dividend on its outstanding Common Shares, except as may
otherwise be required by law, or effect any stock split or otherwise
change its capitalization, except as provided
herein;
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(iii)
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enter
into or amend any employment, severance or agreements or arrangements
with
any directors or officers;
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(iv)
|
grant,
confer or award any options, warrants, conversion rights or other
rights
not existing on the date hereof to acquire any Common Shares; or
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(v)
|
purchase
or redeem any Common Shares.
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Section
4.6 Indemnification.
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(a)
|
Medical
Holdings hereby agrees to indemnify Medical LLC, each of the officers,
agents and directors and current unitholders of Medical LLC as of
the
Closing Date against any loss, liability, claim, damage or expense
(including, but not limited to, any and all expense whatsoever reasonably
incurred in investigating, preparing or defending against any litigation,
commenced or threatened or any claim whatsoever), to which it or
they may
become subject to or rising out of or based on any inaccuracy appearing
in
or misrepresentation made in this Agreement. The indemnification
provided
for in this paragraph shall survive the Closing and consummation
of the
transactions contemplated hereby and termination of this Agreement;
and
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(b)
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Medical
LLC hereby agrees to indemnify Medical Holdings, each of the officers,
agents and directors and current unitholders of Medical Holdings
as of the
Closing Date against any loss, liability, claim, damage or expense
(including, but not limited to, any and all expense whatsoever reasonably
incurred in investigating, preparing or defending against any litigation,
commenced or threatened or any claim whatsoever), to which it or
they may
become subject to or rising out of or based on any inaccuracy appearing
in
or misrepresentation made in this Agreement. The indemnification
provided
for in this paragraph shall survive the Closing and consummation
of the
transactions contemplated hereby and termination of this Agreement;
and
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ARTICLE
V
CONDITIONS
PRECEDENT TO OBLIGATIONS OF MEDICAL LLC
The
obligations of Medical LLC under this Agreement are subject to the satisfaction,
at or before the Closing Date, of the following conditions:
9
Section
5.1 Accuracy
of Representations.
The
representations and warranties made by Medical Holdings in this Agreement were
true when made and shall be true at the Closing Date with the same force and
effect as if such representations and warranties were made at the Closing Date
(except for changes therein permitted by this Agreement), and Medical Holdings
shall have performed or compiled with all covenants and conditions required
by
this Agreement to be performed or complied with by Medical Holdings prior to
or
at the Closing. Medical LLC shall be furnished with a certificate, signed by
a
duly authorized officer of Medical Holdings and dated the Closing Date, to
the
foregoing effect.
Section
5.2 Director
Approval.
The
Board of Directors of Medical Holdings shall have approved this Agreement and
the transactions contemplated herein.
Section
5.3 Officer's
Certificate.
Medical
LLC shall have been furnished with a certificate dated the Closing Date and
signed by a duly authorized officer of Medical Holdings to the effect that:
(a)
the representations and warranties of Medical Holdings set forth in the
Agreement and in all Exhibits, Schedules and other documents furnished in
connection herewith are in all material respects true and correct as if made
on
the Effective Date; (b) Medical Holdings has performed all covenants, satisfied
all conditions, and complied with all other terms and provisions of this
Agreement to be performed, satisfied or complied with by it as of the Effective
Date; (c) since such date and other than as previously disclosed to Medical
LLC,
Medical Holdings has not entered into any material transaction other than
transactions which are usual and in the ordinary course if its business; and
(d)
no litigation, proceeding, investigation or inquiry is pending or, to the best
knowledge of Medical Holdings, threatened, which might result in an action
to
enjoin or prevent the consummation of the transactions contemplated by this
Agreement or, to the extent not disclosed in the Medical Holdings Schedules,
by
or against Medical Holdings which might result in any material adverse change
in
any of the assets, properties, business or operations of Medical
Holdings.
Section
5.4 No
Material Adverse Change.
Prior to
the Closing Date, there shall not have occurred any material adverse change
in
the financial condition, business or operations of nor shall any event have
occurred which, with the lapse of time or the giving of notice, may cause or
create any material adverse change in the financial condition, business or
operations of Medical Holdings.
Section
5.5 Other
Items.
Medical
LLC shall have received such further documents, certificates or instruments
relating to the transactions contemplated hereby as Medical LLC may reasonably
request.
ARTICLE
VI
CONDITIONS
PRECEDENT TO OBLIGATIONS OF MEDICAL HOLDINGS
The
obligations of Medical Holdings under this Agreement are subject to the
satisfaction, at or before the Closing date (unless otherwise indicated herein),
of the following conditions:
Section
6.1 Accuracy
of Representations.
The
representations and warranties made by Medical LLC in this Agreement were true
when made and shall be true as of the Closing Date (except for changes therein
permitted by this Agreement) with the same force and effect as if such
representations and warranties were made at and as of the Closing Date, and
Medical LLC shall have performed and complied with all covenants and conditions
required by this Agreement to be performed or complied with by Medical LLC
prior
to or at the Closing. Medical Holdings shall have been furnished with a
certificate, signed by a duly authorized executive officer of Medical LLC and
dated the Closing Date, to the foregoing effect.
10
Section
6.2 Director
Approval.
The
Board of Directors of Medical LLC shall have approved this Agreement and the
transactions contemplated herein.
Section
6.3 Officer's
Certificate.
Medical
Holdings shall be furnished with a certificate dated the Closing date and signed
by a duly authorized officer of Medical LLC to the effect that: (a) the
representations and warranties of Medical LLC set forth in the Agreement and
in
all Exhibits, Schedules and other documents furnished in connection herewith
are
in all material respects true and correct as if made on the Effective Date;
and
(b) Medical LLC had performed all covenants, satisfied all conditions, and
complied with all other terms and provisions of the Agreement to be performed,
satisfied or complied with by it as of the Effective Date.
Section
6.4 No
Material Adverse Change.
Prior to
the Closing Date, there shall not have occurred any material adverse change
in
the financial condition, business or operations of nor shall any event have
occurred which, with the lapse of time or the giving of notice, may cause or
create any material adverse change in the financial condition, business or
operations of Medical LLC.
ARTICLE
VII
MISCELLANEOUS
Section
7.1 Brokers
and Finders.
Each
party hereto hereby represents and warrants that it is under no obligation,
express or implied, to pay certain finders in connection with the bringing
of
the parties together in the negotiation, execution, or consummation of this
Agreement. The parties each agree to indemnify the other against any claim
by
any third person for any commission, brokerage or finder's fee or other payment
with respect to this Agreement or the transactions contemplated hereby based
on
any alleged agreement or understanding between the indemnifying party and such
third person, whether express or implied from the actions of the indemnifying
party.
Section
7.2 Law,
Forum and Jurisdiction.
This
Agreement shall be construed and interpreted in accordance with the laws of
the
State of Nevada, United States of America.
Section
7.3 Notices.
Any
notices or other communications required or permitted hereunder shall be
sufficiently given if personally delivered to it or sent by registered mail
or
certified mail, postage prepaid, or by prepaid telegram addressed to such
address as shall be furnished in writing by any party in the manner for giving
notices hereunder, and any such notice or communication shall be deemed to
have
been given as of the date so delivered, mailed or telegraphed.
Section
7.4 Attorneys'
Fees.
In the
event that any party institutes any action or suit to enforce this Agreement
or
to secure relief from any default hereunder or breach hereof, the breaching
party or parties shall reimburse the non-breaching party or parties for all
costs, including reasonable attorneys' fees, incurred in connection therewith
and in enforcing or collecting any judgment rendered therein.
Section
7.5 Confidentiality.
Each
party hereto agrees with the other party that, unless and until the transactions
contemplated by this Agreement have been consummated, they and their
representatives will hold in strict confidence all data and information obtained
with respect to another party or any subsidiary thereof from any representative,
officer, director or employee, or from any books or records or from personal
inspection, of such other party, and shall not use such data or information
or
disclose the same to others, except: (i) to the extent such data is a matter
of
public knowledge or is required by law to be published; and (ii) to the extent
that such data or information must be used or disclosed in order to consummate
the transactions contemplated by this Agreement.
11
Section
7.6 Schedules;
Knowledge.
Each
party is presumed to have full knowledge of all information set forth in the
other party's schedules delivered pursuant to this Agreement.
Section
7.7 Third
Party Beneficiaries.
This
contract is solely between Medical Holdings and Medical LLC and except as
specifically provided, no director, officer, stockholder, employee, agent,
independent contractor or any other person or entity shall be deemed to be
a
third party beneficiary of this Agreement.
Section
7.8 Entire
Agreement.
This
Agreement represents the entire agreement between the parties relating to the
subject matter hereof. This Agreement alone fully and completely expresses
the
agreement of the parties relating to the subject matter hereof. There are no
other courses of dealing, understanding, agreements, representations or
warranties, written or oral, except as set forth herein. This Agreement may
not
be amended or modified, except by a written agreement signed by all parties
hereto.
Section
7.9 Survival;
Termination.
The
representations, warranties and covenants of the respective parties shall
survive the Closing Date and the consummation of the transactions herein
contemplated for 18 months.
Section
7.10 Counterparts.
This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which taken together shall be but a single
instrument.
Section
7.11
Amendment or Waiver.
Every
right and remedy provided herein shall be cumulative with every other right and
remedy, whether conferred herein, at law, or in equity, and may be enforced
concurrently herewith, and no waiver by any party of the performance of any
obligation by the other shall be construed as a waiver of the same or any other
default then, theretofore, or thereafter occurring or existing. At any time
prior to the Closing Date, this Agreement may be amended by a writing signed
by
all parties hereto, with respect to any of the terms contained herein, and
any
term or condition of this Agreement may be waived or the time for performance
hereof may be extended by a writing signed by the party or parties for whose
benefit the provision is intended.
Section
7.12 Expenses.
Each
party herein shall bear all of their respective costs and expenses incurred
in
connection with the negotiation of this Agreement and in the consummation of
the
transactions provided for herein and the preparation thereof.
Section
7.13 Headings;
Context.
The
headings of the sections and paragraphs contained in this Agreement are for
convenience of reference only and do not form a part hereof and in no way
modify, interpret or construe the meaning of this Agreement.
Section
7.14 Benefit.
This
Agreement shall be binding upon and shall inure only to the benefit of the
parties hereto, and their permitted assigns hereunder. This Agreement shall
not
be assigned by any party without the prior written consent of the other party.
Section
7.15 Public
Announcements.
Except
as may be required by law, neither party shall make any public announcement
or
filing with respect to the transactions provided for herein without the prior
consent of the other party hereto.
12
Section
7.16 Severability.
In the
event that any particular provision or provisions of this Agreement or the
other
agreements contained herein shall for any reason hereafter be determined to
be
unenforceable, or in violation of any law, governmental order or regulation,
such unenforceability or violation shall not affect the remaining provisions
of
such agreements, which shall continue in full force and effect and be binding
upon the respective parties hereto.
Section
7.17 Failure
of Conditions; Termination.
In the
event of any of the conditions specified in this Agreement shall not be
fulfilled on or before the Closing Date, either of the parties have the right
either to proceed or, upon prompt written notice to the other, to terminate
and
rescind this Agreement. In such event, the party that has failed to fulfill
the
conditions specified in this Agreement will be liable for the other party’s
legal fees. The election to proceed shall not affect the right of such electing
party reasonably to require the other party to continue to use its efforts
to
fulfill the unmet conditions.
Section
7.18 No
Strict Construction.
The
language of this Agreement shall be construed as a whole, according to its
fair
meaning and intendment, and not strictly for or against either party hereto,
regardless of who drafted or was principally responsible for drafting the
Agreement or terms or conditions hereof.
Section
7.19 Execution
Knowing and Voluntary.
In
executing this Agreement, the parties severally acknowledge and represent that
each: (a) has fully and carefully read and considered this Agreement; (b) has
been or has had the opportunity to be fully apprized by its attorneys of the
legal effect and meaning of this document and all terms and conditions hereof;
(c) is executing this Agreement voluntarily, free from any influence, coercion
or duress of any kind.
Section
7.20 Amendment.
At any
time after the Closing Date, this Agreement may be amended by a writing signed
by both parties, with respect to any of the terms contained herein, and any
term
or condition of this Agreement may be waived or the time for performance hereof
may be extended by a writing signed by the party or parties for whose benefit
the provision is intended.
Section
7.21 Conflict of Interest.
Both
Medical LLC and Medical Holdings understand that Xxxxxx & Xxxxxx, LLP is
representing both parties in this transaction which represents a conflict of
interest. Both Medical LLC and Medical Holdings have the right to different
counsel due to this conflict of interest. Notwithstanding the above, both
Medical LLC and Medical Holdings agree to waive this conflict and have Xxxxxx
& Jaclin, LLP represent both parties in the above-referenced transaction.
Both Medical LLC and Medical Holdings agree to hold this law firm harmless
from
any and all liabilities that may occur or arise due to this
conflict.
[SIGNATURE
PAGE FOLLOWS]
13
[SIGNATURE
PAGE]
IN
WITNESS WHEREOF,
the
corporate parties hereto have caused this Agreement to be executed by their
respective officers, hereunto duly authorized, and entered into as of the date
first above written.
MEDICAL
ALARM CONCEPTS HOLDINGS, INC.
By:
/s/ Xxxxxx
Xxxxxxx
By:
/s/ Xxxxxx
Xxxxx
14
SCHEDULE
A
|
SHAREHOLDER
|
#
OF SHARES
|
|
Xxxxxx
Xxxxxxx
|
9,375,000
|
|
Xxxxxx
Xxxxx
|
9,375,000
|
|
Xxxx
Xxxxx
|
3,900,000
|
|
Xxxxx
Xxxxxx
|
3,000,000
|
|
Xxxx
Xxxxxxx
|
500,000
|
|
Xxx
Xxxxx
|
200,000
|
|
Xxxxxxxx
Xxxxx
|
2,000,000
|
|
Xxxxxxx
Xxxxxx
|
150,000
|
|
Xxxxx
Xxxxx
|
150,000
|
|
Xxx
Xxxxxx
|
200,000
|
|
Xxxxxxx
Xxxxxxxx
|
100,000
|
|
Xxxx
Pechedlock
|
100,000
|
|
Xxxx
Xxxxxxx
|
150,000
|
|
Xxx
Russato
|
50,000
|
|
BALANCE
|
750,000
|
|
TOTAL
|
30,000,000
|
15
