STOCK PURCHASE AGREEMENT
Among
NATIONAL HEALTH CARE TECHNOLOGY, INC., a Colorado Corporation
SOON TO BE KNOWN AS BRIGHTON OIL, INC., Nevada Corporation
("PURCHASER")
And
CASTLE OIL AND GAS, LLC ("SELLER")
This STOCK PURCHASE AGREEMENT, is made as of August 24, 2006 (the Agreement"),
between National Health Care Technology, Inc., a Colorado Corporation soon to be
known as Brighton Oil, Inc., a Nevada corporation, ("Brighton" or "Purchaser"),
and Castle Oil and Gas, LLC, a Colorado Limited Liability Company, (Castle).
WHEREAS, the respective Boards of Directors of the Purchaser and the
unanimous consent of the Members of the Seller have approved the terms of this
Agreement and of the transactions contemplated hereby; and
WHEREAS, Seller desires to sell all of the membership interest of
Seller, and
WHEREAS, the Seller and Purchaser desire to set forth the terms of the
agreement in connection with the transactions provided for herein; and
WHEREAS, the Initial Closing (Closing #1) of the transactions
contemplated by this Agreement will take place upon the execution of this
Agreement;
NOW, THEREFORE, in consideration of the promises and representations,
warranties and agreements herein contained, the parties hereto agree as follows:
ARTICLE 1 - DEFINITIONS
Definitions. As used herein, the following terms shall have the following
meanings:
"Agreement" has the meaning specified in the introductory paragraph
above.
"Ancillary Documents" as to any Person means all agreements, releases,
certificates and other documents contemplated by this Agreement to be entered
into or executed by such Person; and where a reference to a Person is made in
conjunction with a reference to "Ancillary Documents," the term shall refer only
to such documents which such Person has entered into or executed.
"Closing" has the meaning specified in Section 3.01 hereof.
"Closing Date" has the meaning specified in Section 3.01 hereof.
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"Code" means the Internal Revenue Code of 1986, as amended.
"Common Stock" means the common stock of the Seller.
"Damages" has the meaning specified in Section 6.02 hereof.
"Governmental Entity" has the meaning specified in Section 4.02 hereof.
"Knowledge" means, with respect to any Person, (i) actual knowledge of
such Person (including the actual knowledge of the officers, directors and key
employees of such Person) and (ii) actual knowledge that could have been
acquired by such Person after making such due inquiry and exercising such due
diligence as a prudent businessperson would have made or exercised in the
management of his or her business affairs in light of the circumstances.
"Laws" means all applicable common law and any statute, law, code,
ordinance, regulation, rule, resolution, order, determination, writ, injunction,
award (including, without limitation, any award of any arbitrator), judgments
and decrees applicable to the specified persons or entities and to the
businesses and assets thereof.
"Person" means a natural person, corporation, partnership or other
business entity, or any Governmental Entity.
"Purchaser" has the meaning specified in the introductory paragraph
above.
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended.
"Seller" has the meaning specified in the introductory paragraph above.
"Tax" and "Taxes" shall mean all federal, state, local and foreign
property, sales and use, payroll, withholding, franchise and income taxes and
all assessments, rates, levies, fees and other governmental charges, including
any interest and penalties in respect of such amounts.
ARTICLE 2 - PURCHASED STOCK
2.01 Purchase and Sale of Stock. Subject to the terms and conditions of
this Agreement and in reliance upon Seller's representations and warranties
contained herein, at Closing, Seller shall, convey, assign, transfer and
deliver, and Purchaser shall acquire 100% of the issued and outstanding
memberships of the company for a price of Two Million Dollars ($2,000,000). The
price shall be paid in free trading stock at a value of One Dollar per share.
2.02. Purchase Price. The Purchase price shall be for the sum of
$2,000,000, which will be paid in accordance with Section 2.01 above. It is
agreed that Seller will transfer all of the issued and outstanding membership
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interests of the company in exchange for Two Million shares of Brighton Oil Inc.
That stock in Brighton is valued at One Dollar per share and the shares are free
trading.
ARTICLE 3 - THE CLOSING; ACQUISITION PRICE
3.01 Closing. The closing (Closing #2) shall consist of Seller
obtaining their shares and Purchaser obtaining their membership interests in the
transaction. It is agreed that the closing (Closing #2) shall occur on or before
November 30, 2006. It is the sole right of the Seller to determine prior to
close (Closing #2) if the shares which are being tendered to Seller are
sufficient in value to close the purchase.
3.02 Closing #2. Castle Oil and Gas, LLC owns the website (URL)
xxx.xxxxxxxxxxxxxxx.xxx . It shall continue to host, own, control and maintain,
at its current level of service, this website until closing #2. BRIGHTON OIL
INC. may suggest changes to the website prior to closing #2, but changes to the
website shall be in the sole discretion of Castle Oil and Gas, LLC until closing
#2. At the time of closing #2, the ownership of the domain will be transferred
to BRIGHTON OIL INC. by registration with an international domain registrar of
BRIGHTON OIL INC. choosing. The IT resources to complete this transition will be
provided by Castle Oil and Gas, LLC, with a maximum of 10 hours of IT labor.
Castle Oil and Gas, LLC will transfer all its outstanding membership interests
to BRIGHTON OIL INC. at closing #2. Castle Oil and Gas, LLC represents that all
of its outstanding and authorized memberships are owned by Xxxx Xxxxxx,
Xxxxxxxxxxx X. Xxxxx and Xxxxxx X. Xxxxxx, one third, one third and one third.
At closing #2 BRIGHTON OIL INC. shall transfer to Castle Oil and Gas, LLC
$2,000,000.00 worth of "free trading stock." The decision on whether to conduct
closing #2 shall be in the sole discretion of Castle Oil and Gas, LLC.
ARTICLE 4 - REPRESENTATIONS AND WARRANTIES
OF SELLER
Seller hereby represents and warrants to Purchaser as follows:
4.01 Organization, Good Standing and Foreign Qualification. Seller is a
Colorado limited liability company duly formed and validly existing and in good
standing under the laws of. Seller or its Subsidiaries are duly licensed or
qualified to do business as a foreign corporation and is in good standing under
the laws of each other jurisdiction in which the character of the properties
owned or leased by it therein or in which the transaction of business makes such
qualification necessary, except where the failure to so qualify would not have a
material adverse effect on Sellers.
4.02 Authority Relative to Agreements. Subject to Seller's receipt of
members approval ("Members Approval") for the sale of Shares in the Second
Closing, Seller has the requisite corporate power and authority to enter into
this Agreement and all Ancillary Documents, and to carry out their obligations
hereunder and thereunder. The execution and delivery of this Agreement and each
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Ancillary Document, and the consummation of the transactions provided for herein
and therein, have been duly authorized by the unanimous consent of the Members
of Seller and does not violate any provision of the respective Articles of
Organization or Operating Agreement of Seller or its Subsidiaries. The execution
by Seller of this Agreement and each Ancillary Document, and, subject to the
receipt of Members Approval, the consummation of the transactions provided for
hereby and thereby, will not conflict with or effect a breach, violation,
default, or cause an event of default, under any mortgage, lease, or other
material agreement or instrument, or any statute, regulation, order, judgment or
decree to which Sellers are a party or by which they are bound, or any law or
governmental regulation applicable to Seller, or require the consent of any
Person (other than the parties to this Agreement). Without limiting the
generality of the foregoing, and except for Seller's receipt of Members Approval
and the filing with the SEC and delivery to Seller's Members of the required
proxy/information statement, no notices, reports or other filings are required
to be made by Seller with, nor are any consents, registrations, approvals,
permits or authorizations required to be obtained by Seller from, any government
or governmental, regulatory or administrative authority or agency, domestic or
foreign (each, a "Governmental Entity"), in connection with the execution and
delivery of this Agreement by Seller and the consummation by Seller of the
transactions contemplated by this Agreement and the Ancillary Documents. This
Agreement and the Ancillary Documents constitute legal, valid and binding
obligations of Seller, enforceable in accordance with their terms, except as
enforcement thereof may be limited by applicable bankruptcy, reorganization,
insolvency, moratorium or other laws affecting rights of creditors generally and
general principles of equity, whether applied at law or in equity.
4.03 Tax Matters. To the best Knowledge of Seller, Seller has duly and
timely filed all tax returns and reports required to be filed by Seller and its
Subsidiaries prior to Closing, except to the extent that any failure or alleged
failure to file any Tax return or report would not have a material adverse
effect on Seller or the Acquired Assets. All of Sellers' tax returns and reports
are true and complete in all material respects. Seller has paid all taxes shown
to be due on the aforesaid tax returns and reports.
4.04. Litigation. There is no prosecution, suit, action, arbitration
proceeding or governmental proceeding pending, or to the best Knowledge of
Seller, threatened, against or affecting Seller or its Subsidiaries or the
transactions contemplated by this Agreement. There is not outstanding against
Seller or its Subsidiaries any decision, judgment, decree, injunction, rule or
order of any court, arbitrator or Governmental Entity.
4.05. Brokers. Purchaser shall not have any obligation or liability to
pay any fee or other compensation to any Person engaged by Seller in connection
with this Agreement and the transactions contemplated hereby.
4.06. True Copies. All copies of documents delivered or made available
to Purchaser in connection with this Agreement are true and correct copies of
the originals thereof.
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4.07. Compliance with Law. Seller is in material compliance with all
federal, state and local laws, regulations and ordinances applicable to its
business and operations.
4.08. Intellectual Property. The best Knowledge of Seller, Seller and
its Subsidiaries owns, or are licensed or otherwise possess legally enforceable
rights to use its Intellectual Property, free and clear of all material
encumbrances. Seller does not have any Knowledge and Sellers have not received
any notice to the effect that (i) the use of the Intellectual Property may
infringe on any intellectual property right or other legally protectable right
of another, or (ii) any Person is using any patents, copyrights, trademarks,
service marks, trade names, trade secrets or similar property that are
confusingly similar with the Intellectual Property. Sellers have not granted any
license or other right to any other Person with respect to the Intellectual
Property. To the best of Sellers' Knowledge, the consummation of the
transactions contemplated by this Agreement will not result in the termination
or impairment of any of the or Intellectual Property. Seller is not aware of any
reason that would prevent any pending trademark, service xxxx, copyright, patent
or other intellectual property applications required for the use of the
Intellectual Property from having registration granted.
4.09 Disclosure. No representation or warranty by Sellers in, and no
document, statement, certificate, schedule or exhibit to be furnished or
delivered to Purchaser pursuant to, this Agreement contains or will contain any
material untrue or misleading statement of fact or omits or will omit any fact
necessary to make the statements contained herein or therein not materially
misleading. No press releases, or disclosure will be made by either party to
this agreement without the written release from each party to this agreement.
ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser hereby represents and warrants to Seller as follows:
5.01. Organization and Good Standing. Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada and is duly qualified and in good standing as a foreign corporation in
each jurisdiction where the failure to be so qualified would have a material
adverse effect on Purchaser.
ARTICLE 6 - SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
INDEMNIFICATION
6.01. Survival of Representations and Warranties of the Parties. Except
as provided in Section 6.02 and the tax obligations set forth herein, all
representations and warranties made by any party hereto contained in this
Agreement or in any Ancillary Document, and the indemnification obligations of
each party hereto with respect to representations and warranties, shall survive
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for a period ending two years following the Closing Date. Notwithstanding the
foregoing, the representations and warranties relating to Section 4.03 hereof,
and the indemnity obligations with respect to such representations and
warranties, shall remain operative and in full force and effect until the
expiration of the applicable statute of limitations.
6.02. Indemnification by Purchaser. Purchaser hereby agrees not to
indemnify and hold Seller harmless from and against any damages, losses,
liabilities, deficiencies, costs and/or expenses (including all reasonable legal
fees, expenses and other out-of-pocket costs) (collectively, "Damages")
resulting from, arising out of or in connection with or related to the
transactions under this Agreement whether or not any such Damages are in
connection with any action, suit, proceeding, demand or judgment of a third
party (including Governmental Entities).
ARTICLE 7 - CONDITIONS TO THE CLOSING
7.01. Condition to Obligations of Purchaser. The obligations of
Purchaser to close the transactions contemplated hereby are subject to the
satisfaction of the following condition: The representations and warranties made
by Sellers in Section 4 hereof shall be true and correct when made, and shall be
true and correct in all material respects on the Closing Date with the same
force and effect as if they had been made on and as of said date.
7.02. Audit Procedures: Closing will occur after Purchaser audits
Seller's books under SEC and GAAP guidelines.
ARTICLE 8 - THE CLOSING
At the Closing, the parties shall deliver the following documents and
instruments and take the following actions:
8.01. Closing . Seller shall deliver certificates representing the
Shares and Purchaser shall deliver the membership interests which are outlined
in this agreement.
8.02. Transfer of Title. Seller shall deliver the stock which will be
transferred to Purchaser upon the close of the transaction..
ARTICLE 9 - ADDITIONAL AGREEMENTS
9.01. Agreements As to Tax Matters. The parties to this Agreement will
cooperate fully with each other, in connection with the preparation, signing and
filing of tax returns and in any administrative, judicial or other proceeding
involving taxes relating to the Acquired Assets.
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9.02. Post-Closing Documents. The parties hereto will cooperate with
one another after Closing and, without any further consideration, will execute
and deliver such other documents as shall be reasonably required after the
Closing to transfer title to the Shares to Purchaser and to take any other
action necessary to carry out the intent and purposes of this Agreement.
9.03. Notice. Each party shall notify the others of any claim, demand,
action, suit or proceeding relating to or arising in connection with, the Shares
as soon as practicable after learning of such claim, demand, action, suit, or
proceeding.
ARTICLE 10 - GENERAL PROVISIONS
10.01. Expenses. Each party shall pay its own expenses (including legal
and accounting costs and expenses) in connection with the negotiation,
preparation and consummation of this Agreement and the Ancillary Documents, and
the transactions contemplated hereby and thereby.
10.02. Governing Law; Waiver of Jury Trial. All questions concerning
the construction, interpretation and validity of this
Agreement shall be governed by and construed and enforced in
accordance with the domestic laws of the State of California
without giving effect to any choice or conflict of law
provision or rule (whether in the State of California or any
other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of California.
In furtherance of the foregoing, the internal law of the State
of California will control the interpretation and construction
of this Agreement, even if under such jurisdiction's choice of
law or conflict of law analysis, the substantive law of some
other jurisdiction would ordinarily or necessarily apply.
BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL
TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND
EXPERT PERSON AND THE PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN
ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A
JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION
OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO
WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO
ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS
RELATED HERETO.
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10.03. Submission to Jurisdiction. Any legal action or proceeding with
respect to this Agreement or the other Ancillary Documents may be brought in the
courts of the State of California and the United States of America located in
the City of Los Angeles, California and, by execution and delivery of this
Agreement, the Purchaser hereby accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of the aforesaid
courts. Each Seller hereby irrevocably waives, in connection with any such
action or proceeding, any objection, including, without limitation, any
objection to the venue or based on the grounds of forum non convenes, which it
may now or hereafter have to the bringing of any such action or proceeding in
such respective jurisdictions. Each Seller hereby irrevocably consents to the
service of process of any of the aforementioned courts in any such action or
proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to it at its address as set forth herein.
10.04. Headings. Article and Section headings used in this Agreement
are for convenience only and shall not affect the meaning or construction of
this Agreement.
10.05. Notices. All notices and other communications hereunder shall be
in writing and shall be deemed given if delivered personally or mailed by
certified mail (return receipt requested) to the parties at the following
address (or at such other address for a party as shall be specified by like
notice), or if sent by telecopy to the parties at the following telecopy
numbers;
10.06. Parties in Interest. All the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the successors of Sellers and Purchaser.
10.07. Final Agreement; Entire Agreement. This Agreement, including any
agreements set forth as an annex to any this Agreement, is the final agreement
between the parties and constitutes the entire agreement between the parties
hereto and supersedes all prior agreements and understandings, both written and
oral, whether signed or unsigned, with respect to the subject matter hereof.
10.08. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be considered an original, but all of which
together shall constitute the same instrument.
10.09. Amendment. This Agreement may be amended only by an instrument
in writing signed by or on behalf of each of the parties hereto.
10.10. Preparation of Agreement. Purchaser prepared this Agreement and
the Ancillary Agreements solely on its behalf. Each party to this Agreement
acknowledges that: (i) the party had the advice of, or sufficient opportunity to
obtain the advice of, legal counsel separate and independent of legal counsel
for any other party hereto; (ii) the terms of the transactions contemplated by
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this Agreement are fair and reasonable to such party; and (iii) such party has
voluntarily entered into the transactions contemplated by this Agreement without
duress or coercion.
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the date first written above.
NATIONAL HEALTH CARE TECHNOLOGY, INC., Colorado Corporation
SOON TO BE KNOWN AS BRIGHTON OIL, INC., a Nevada Corporation
By: /s/ Xxxxxx Xxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxx
Title: CEO
CASTLE OIL AND GAS, LLC
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Member
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Member
By: /s/ Xxxx Xxxxxx
----------------------------------
Name: Xxxx Xxxxxx
Title: Member
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