Exhibit 10b
STOCK PURCHASE AGREEMENT
BY AND BETWEEN
FRIENDLY BEAR PLAZA, INC
AND
AALL FINISHED CONSTRUCTION
April 1, 2002
1. THIS STOCK PURCHASE AGREEMENT (the "Agreement") is entered into as of this
1st day of April 2002, by and between Aall Finished Construction, or Assignee
(the "Buyer"), and Friendly Bear Plaza, Inc., (the Seller"). The Buyer and the
Seller are referred to collectively herein as the "Parties."
This Agreement contemplates a transaction in which the Buyer will purchase all
of the assets (and assume certain of the liabilities) of the Seller in return
for cash.
Now, therefore, in consideration of the premises and the mutual promises herein
made, and in consideration of the representations, warranties, and covenants
herein contained, the Parties agree as follows.
2. Basic Transaction.
(a) Purchase and Sale of Stock. On and subject to the terms and conditions of
this Agreement, the Buyer agrees to purchase from the Seller, and the Seller
agrees to sell, transfer, convey, and deliver to the Buyer at the Closing for
the consideration specified below in this ss.2, 100% of the stock of Friendly
Bear Plaza, Inc.
(b) Purchase Price. The Buyer agrees to pay to Seller, or on Seller's behalf, at
Closing, $1,100,000 by paying 1,100,000 shares of Career Worth Inc., stock to
Senior Care Industries Inc. (P/R Business Center Inc., is a wholly owned
subsidiary of Senior Care Industries Inc. Aall Finished Construction is a wholly
owned subsidiary of Career Worth Inc., symbol CRWO) CRWO agrees to issue
additional stock to Seller on each successive one-year anniversary from close if
Sellers stock price falls below $1 bid at any time during the one year period
following the effective date of this Agreement. In addition $250,000 cash shall
be paid 90 days after close.
(c) Payment of Transfer Taxes. Buyer will be responsible for any sales tax
and/or transfer tax due as a result of the transfer of assets pursuant to this
Agreement.
(d) Escrow: Escrow shall be opened at the offices of Xxxxxxx X. Xxxx, upon Buyer
authorizing issuance of $5,000 worth of stock to escrow.
(e) Closing. Closing shall occur at 11:00 A.M., on or before April 25, 2002, at
such location as agreed to between Buyer and Seller, and shall be contingent
only upon Buyer waiving its contingencies, and Buyer delivering the
consideration specified in ss.2 C.
(f) Deliveries at the Closing. At the Closing, (i) the Seller will deliver to
the Buyer the various certificates, instruments, and documents referred to in
ss.6(a) below; (ii) the Buyer will deliver to the Seller the various
certificates, instruments, and documents referred to in ss.6(b) below; (iii) the
Seller will execute, acknowledge (if appropriate), and deliver to the Buyer all
sock certificate and corporate books and records of P/R Business Inc., such
other instruments of sale, transfer, conveyance, and assignment as the Buyer and
its counsel reasonably may request.
3. Representations and Warranties of the Seller. The Seller, to the best of
Seller's knowledge, represents and warrants to the Buyer that the statements
contained in this ss.3 are correct and complete as of the date of this Agreement
and will be correct and complete as of the Closing Date (as though made then and
as though the Closing Date were substituted for the date of this Agreement
throughout this ss.3), except as set forth in the disclosure schedule
accompanying this Agreement and initialed by the Parties (the "Disclosure
Schedule"). The Disclosure Schedule will be arranged in paragraphs corresponding
to the lettered and numbered paragraphs contained in this Agreement.
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(a) Organization of the Seller. The Seller is a Nevada Corporation duly
organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation.
(b) Authorization of Transaction. The Seller has full power and authority to
execute and deliver this Agreement and to perform its obligations hereunder.
Without limiting the generality of the foregoing, Seller's Trustee has duly
authorized the execution, delivery, and performance of this Agreement by the
Seller. This Agreement constitutes the valid and legally binding obligation of
the Seller, enforceable in accordance with its terms and conditions.
(c) Noncontravention. Neither the execution and the delivery of this Agreement,
nor the consummation of the transactions contemplated hereby (including the
assignments and assumptions referred to in ss.2 above), will (i) violate any
constitution, statute, regulation, rule, injunction, judgment, order, decree,
ruling, charge, or other restriction of any government, governmental agency, or
court to which Seller is subject or any provision of the charter or bylaws of
Seller or (ii) conflict with, result in a breach of, constitute a default under,
result in the acceleration of, create in any party the right to accelerate,
terminate, modify, or cancel, or require any notice under any agreement,
contract, lease, license, instrument, or other arrangement to which Seller is a
party or by which it is bound or to which any of its assets is subject (or
result in the imposition of any Security Interest upon any of its assets).
Seller is not required to give any notice to, make any filing with, or obtain
any authorization, consent, or approval of any government or governmental agency
in order for the Parties to consummate the transactions contemplated by this
Agreement (including the assignments and assumptions referred to in ss.2 above).
(d) Consulting Fees. Senior Care Industries Inc., the owner of 100% of the stock
of P/R Business Inc., agrees to pay Meridian Capital Credit Inc., a consulting
fee pursuant to a separate written Agreement.
(e) Title to Assets. The Seller has good and marketable title to, or a valid
leasehold interest in, the property.
(f) Legal Compliance. Seller and its respective predecessors and Affiliates has
complied with all applicable laws (including rules, regulations, codes, plans,
injunctions, judgments, orders, decrees, rulings, and charges thereunder) of
federal, state, local, and foreign governments (and all agencies thereof), and
no action, suit, proceeding, hearing, investigation, charge, complaint, claim,
demand, or notice has been filed or commenced against any of them alleging any
failure so to comply.
(A) the Seller possesses all right, title, and interest in and to the real
estate being developed by Aall Finished Construction.,
(B) the stock and real estate are not subject to any outstanding injunction,
judgment, order, decree, ruling, or charge;
(C) no action, suit, proceeding, hearing, investigation, charge, complaint,
claim, or demand is pending or is threatened which challenges the legality,
validity, enforceability, use, or ownership of the corporation's property.
(g) Powers of Attorney. There are no outstanding powers of attorney executed on
behalf of the Seller.
(h) Environment, Health, and Safety.
(i) The Seller, and its predecessors and Affiliates has complied with all
Environmental, Health, and Safety Laws, and no action, suit, proceeding,
hearing, investigation, charge, complaint, claim, demand, or notice has been
filed or commenced against any of them alleging any failure so to comply.
Without limiting the generality of the preceding sentence, each of the Seller,
and its predecessors and Affiliates has obtained and been in compliance with all
of the terms and conditions of all permits, licenses, and other authorizations
which are required under, and has complied with all other limitations,
restrictions, conditions, standards, prohibitions, requirements, obligations,
schedules, and timetables which are contained in, all Environmental, Health, and
Safety Laws.
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(ii) Seller has no Liability (and Seller and its predecessors and Affiliates has
not handled or disposed of any substance, arranged for the disposal of any
substance, exposed any employee or other individual to any substance or
condition, or owned or operated any property or facility in any manner that
could form the Basis for any present or future action, suit, proceeding,
hearing, investigation, charge, complaint, claim, or demand against Seller
giving rise to any Liability) for damage to any site, location, or body of water
(surface or subsurface), for any illness of or personal injury to any employee
or other individual, or for any reason under any Environmental, Health, and
Safety Law.
(iii) The property is free of asbestos, PCB's, methylene chloride,
trichloroethylene, 1,2-trans-dichloroethylene, dioxins, dibenzofurans, and
Extremely Hazardous Substances.
(iv) Disclosure. The representations and warranties contained in this ss.3 do
not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements and information
contained in this ss.3 not misleading.
4. Representations and Warranties of the Buyer. The Buyer represents and
warrants to the Seller that the statements contained in this ss.4 are correct
and complete as of the date of this Agreement and will be correct and complete
as of the Closing Date (as though made then and as though the Closing Date were
substituted for the date of this Agreement throughout this ss.4), except as set
forth in the Disclosure Schedule. The Disclosure Schedule will be arranged in
paragraphs corresponding to the lettered and numbered paragraphs contained in
this ss.4.
(a) Organization of the Buyer. The Buyer is a corporation duly organized,
validly existing, and in good standing under the laws of the jurisdiction of its
incorporation.
(b) Authorization of Transaction. The Buyer has full power and authority
(including full corporate power and authority) to execute and deliver this
Agreement and to perform its obligations hereunder. This Agreement constitutes
the valid and legally binding obligation of the Buyer, enforceable in accordance
with its terms and conditions.
(c) Noncontravention. Neither the execution and the delivery of this Agreement,
nor the consummation of the transactions contemplated hereby (including the
assignments and assumptions referred to in ss.2 above), will (i) violate any
constitution, statute, regulation, rule, injunction, judgment, order, decree,
ruling, charge, or other restriction of any government, governmental agency, or
court to which the Buyer is subject or any provision of its charter or bylaws or
(ii) conflict with, result in a breach of, constitute a default under, result in
the acceleration of, create in any party the right to accelerate, terminate,
modify, or cancel, or require any notice under any agreement, contract, lease,
license, instrument, or other arrangement to which the Buyer is a party or by
which it is bound or to which any of its assets is subject. The Buyer does not
need to give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order for the
Parties to consummate the transactions contemplated by this Agreement (including
the assignments and assumptions referred to in ss.2 above).
(d) Consulting Fees. CRWO agrees to pay Meridian Capital Credit Inc. a
consulting fee pursuant to a separate written agreement between said parties.
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5. Pre-Closing Covenants. The Parties agree as follows with respect to the
period between the execution of this Agreement and the Closing.
(a) General. Each of the Parties will use its reasonable best efforts to take
all action and to do all things necessary, proper, or advisable in order to
consummate and make effective the transactions contemplated by this Agreement
(including satisfaction, but not waiver, of the closing conditions set forth in
ss.6 below).
(b) Notices and Consents. The Seller will give any notices to third parties that
the Buyer reasonably may request in connection with the matters referred to in
ss.3(c) above. Each of the Parties will give any notices to, make any filings
with, and use its reasonable best efforts to obtain any authorizations,
consents, and approvals of governments and governmental agencies in connection
with the matters referred to in ss.3(c) and ss.4(c) above.
(e) Full Access. The Seller will permit representatives of the Buyer to have
full access at all reasonable times, and in a manner so as not to interfere with
the normal business operations of the Seller to the Property and to obtain
copies of all books, records, contracts, and documents of or pertaining to the
Property.
(f) Notice of Developments. Each Party will give prompt written notice to the
other Party of any material adverse development causing a breach of any of its
own representations and warranties in ss.3 and ss.4 above. No disclosure by any
Party pursuant to this ss.5(f), however, shall be deemed to amend or supplement
the Disclosure Schedule or to prevent or cure any misrepresentation, breach of
warranty, or breach of covenant.
6. Conditions to Obligation to Close.
(a) Conditions to Obligation of the Buyer. The obligation of the Buyer to
consummate the transactions is subject to satisfaction of the following
contingencies, and Buyer shall have a 10 day period after signing this agreement
to approve the following contingencies. Contingencies shall be deemed approved
if not disapproved in writing.
(i) A physical inspection of the property.
(ii) Receipt and approval of any CC & R's
(iv) A personal property inventory and equipment inventory.
(v) Receipt and approval of any and all other written agreements which affect
the corporations property.
(vi) Receipt and approval of a phase I environmental.
In addition to the approval of or waiving of the contingencies, The Seller shall
have satisfied Buyer as to the following:
(vii) the representations and warranties set forth inss.3 above shall be true
and correct in all material respects at and as of the Closing Date;
(viii) the Seller shall have performed and complied with all of its covenants
hereunder in all material respects through the Closing;
(ix) the Seller shall have procured all of the third party consents specified in
ss.5(b) above;
(x) no action, suit, or proceeding shall be pending before any court or
quasi-judicial or administrative agency of any federal, state, local, or foreign
jurisdiction or before any arbitrator wherein an unfavorable injunction,
judgment, order, decree, ruling, or charge would (A) prevent consummation of any
of the transactions contemplated by this Agreement, (B) cause any of the
transactions contemplated by this Agreement to be rescinded following
consummation, or (C) affect adversely the right of the Buyer to own the Acquired
Assets and to operate the former businesses of the Seller;
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(xi) the Seller shall have delivered to the Buyer a certificate to the effect
that each of the conditions specified above in ss.6(a)(i)-(iv) is satisfied in
all respects; and
The Buyer may waive any condition specified in this ss.6(a) if it executes a
writing so stating at or prior to the Closing.
(b) Conditions to Obligation of the Seller. The obligation of the Seller to
consummate the transactions to be performed by it in connection with the Closing
is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth inss.4 above shall be
true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its covenants
hereunder in all material respects through the Closing;
(iii) no action, suit, or proceeding shall be pending before any court or
quasi-judicial or administrative agency of any federal, state, local, or foreign
jurisdiction or before any arbitrator wherein an unfavorable injunction,
judgment, order, decree, ruling, or charge would (A) prevent consummation of any
of the transactions contemplated by this Agreement or (B) cause any of the
transactions contemplated by this Agreement to be rescinded following
consummation (and no such injunction, judgment, order, decree, ruling, or charge
shall be in effect);
(iv) the Buyer shall have delivered to the Seller a certificate to the effect
that each of the conditions specified above in ss.6(b)(i)-(iii) is satisfied in
all respects;
The Seller may waive any condition specified in this ss.6(b) if it executes a
writing so stating at or prior to the Closing.
7. Termination.
(a) Termination of Agreement. Certain of the Parties may terminate this
Agreement as provided below:
(i) the Buyer and the Seller may terminate this Agreement by mutual written
consent at any time prior to the Closing;
(ii) the Buyer may terminate this Agreement by giving written notice to the
Seller at any time prior to the Closing (A) in the event the Seller has breached
any material representation, warranty, or covenant contained in this Agreement
in any material respect, the Buyer has notified the Seller of the breach, and
the breach has continued without cure for a period of 10 days after the notice
of breach or (B) if the Closing shall not have occurred on or before March 31,
2002, by reason of the failure of any condition precedent under ss.6(a) hereof
(unless the failure results primarily from the Buyer itself breaching any
representation, warranty, or covenant contained in this Agreement); and
(iii) the Seller may terminate this Agreement by giving written notice to the
Buyer at any time prior to the Closing (A) in the event the Buyer has breached
any material representation, warranty, or covenant contained in this Agreement
in any material respect, the Seller has notified the Buyer of the breach, and
the breach has continued without cure for a period of 10 days after the notice
of breach or (B) if the Closing shall not have occurred on or before March 31,
2002, by reason of the failure of any condition precedent under ss.6(b) hereof
(unless the failure results primarily from the Seller itself breaching any
representation, warranty, or covenant contained in this Agreement).
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(b) Effect of Termination. If any Party terminates this Agreement pursuant to
ss.7(a) above, all rights and obligations of the Parties hereunder shall
terminate without any Liability of any Party to any other Party (except for any
Liability of any Party then in breach).
8. Post Closing Obligations. None.
9. Miscellaneous.
(a) Survival of Representations and Warranties. All of the representations and
warranties of the Parties contained in this Agreement shall survive the Closing
hereunder as and to the extent provided in the Agreement.
(b) Press Releases and Public Announcements. No Party shall issue any press
release or make any public announcement relating to the subject matter of this
Agreement prior to the Closing without the prior written approval of the other
Party; provided, however, that any Party may make any public disclosure it
believes in good faith is required by applicable law or any listing or trading
agreement concerning its publicly-traded securities (in which case the
disclosing Party will use its reasonable best efforts to advise the other Party
prior to making the disclosure).
(c) No Third-Party Beneficiaries. This Agreement shall not confer any rights or
remedies upon any Person other than the Parties and their respective successors
and permitted assigns.
(d) Entire Agreement. This Agreement (including the documents referred to
herein) constitutes the entire agreement between the Parties and supersedes any
prior understandings, agreements, or representations by or between the Parties,
written or oral, to the extent they related in any way to the subject matter
hereof.
(e) Succession and Assignment. This Agreement shall be binding upon and inure to
the benefit of the Parties named herein and their respective successors and
permitted assigns. Buyer may assign either this Agreement or any of its rights,
interests, or obligations hereunder.
(f) Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original but all of which together will
constitute one and the same instrument.
(g) Headings. The section headings contained in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation
of this Agreement.
(h) Notices. All notices, requests, demands, claims, and other communications
hereunder will be in writing. Any notice, request, demand, claim, or other
communication hereunder shall be deemed duly given if (and then two business
days after) it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:
If to the Seller: Copy to:
Xxxxx X. Xxxxx Xxxxxxx X. Xxxx, Esq.
Friendly Bear Plaza, Inc. General Counsel
000 Xxxxxxxx, 0xx Xxxxx Senior Care Industries, Inc.
Xxxxxx Xxxxx, XX 00000 000 Xxxxxxxx, 0xx Xxxxx
Xxxxxx Xxxxx, XX 00000
If to the Buyer: Copy to:
Aall Finish Construction
0000 X.X. Xxxxxx
Xxxx Xxxx Xxxx, XX 00000
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Any Party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, telex, ordinary mail, or electronic mail), but no such notice,
request, demand, claim, or other communication shall be deemed to have been duly
given unless and until it actually is received by the intended recipient. Any
Party may change the address to which notices, requests, demands, claims, and
other communications hereunder are to be delivered by giving the other Party
notice in the manner herein set forth.
(i) Governing Law. This Agreement shall be governed by and construed 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 of the State
of Nevada or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of California.
(j) Amendments and Waivers. No amendment of any provision of this Agreement
shall be valid unless the same shall be in writing and signed by the Buyer and
the Seller. No waiver by any Party of any default, misrepresentation, or breach
of warranty or covenant hereunder, whether intentional or not, shall be deemed
to extend to any prior or subsequent default, misrepresentation, or breach of
warranty or covenant hereunder or affect in any way any rights arising by virtue
of any prior or subsequent such occurrence.
(k) Severability. Any term or provision of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall not affect the validity
or enforceability of the remaining terms and provisions hereof or the validity
or enforceability of the offending term or provision in any other situation or
in any other jurisdiction.
(l) Expenses. Each of the Buyer and the Seller will bear his or its own costs
and expenses (including legal fees and expenses) incurred in connection with
this Agreement and the transactions contemplated hereby.
(m) Construction. The Parties have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the Parties and no presumption or burden of proof shall arise favoring or
disfavoring any Party by virtue of the authorship of any of the provisions of
this Agreement. Any reference to any federal, state, local, or foreign statute
or law shall be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise. The word "including" shall
mean including without limitation.
(n) Incorporation of Exhibits and Schedules. The Exhibits and Schedules
identified in this Agreement are incorporated herein by reference and made a
part hereof.
(o) Specific Performance. Each of the Parties acknowledges and agrees that the
other Party would be damaged irreparably in the event any of the provisions of
this Agreement are not performed in accordance with their specific terms or
otherwise are breached. Accordingly, each of the Parties agrees that the other
Party shall be entitled to an injunction or injunctions to prevent breaches of
the provisions of this Agreement and to enforce specifically this Agreement and
the terms and provisions hereof in any action instituted in any court of the
United States or any state thereof having jurisdiction over the Parties and the
matter [(subject to the provisions set forth in ss.8(p) below)], in addition to
any other remedy to which it may be entitled, at law or in equity. The parties
agree to approve a liquidated damages clause to be incorporated into the escrow
instructions.
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(p) Submission to Jurisdiction. Each of the Parties submits to the jurisdiction
of any state or federal court sitting in the Southern District of California in
any action or proceeding arising out of or relating to this Agreement and agrees
that all claims in respect of the action or proceeding may be heard and
determined in any such court.
(q) Bulk Transfer Laws. The Buyer acknowledges that the Seller will not comply
with the provisions of any bulk transfer laws of any jurisdiction in connection
with the transactions contemplated by this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on [as of]
the date first above written.
Aall Finished Construction,
By: /s/ Xxxxxxx Xxxx
--------------------------
Title: President
Friendly Bear Plaza, Inc
By: /s/ Xxxxx X. Xxxxx
-------------------------
Title: President
