EXHIBIT 10
STOCK PURCHASE AGREEMENT
SENIOR CARE INDUSTRIES, INC.
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PREFERRED STOCK
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RESTRICTED
THIS PREFERRED STOCK PURCHASE AGREEMENT is made by and between Senior Care
Industries, Inc., a Nevada corporation (the "Company"),and the undersigned
persons who are signatories to this Agreement (the "Investors").
The Parties Hereby Agree as Follows:
1. PURCHASE AND SALE
1.1 SALE AND ISSUANCE OF COMMON STOCK. Subject to the terms and
conditions of this Agreement, the Investors agree to surrender
to the Company their common shares in Senior Care Industries,
Inc. in return for one share of Series G Preferred stock.
Subject to the applicable rules and regulations, the shares
issued will be subject to Rule 144 restrictions.
1.2 CLOSING. The issuance of the Series G Preferred shares shall
be made as soon as practicable following the receipt by the
Company of the Investors' Common shares.
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby
represents and warrants to the Investors that:
2.1 INCORPORATION. The Company is a corporation duly organized and
validly existing, is in good standing under the laws of the
state of Nevada, has all requisite corporate power and
authority to carry on its business as now conducted and as
proposed to be conducted, and the Company is qualified as a
foreign corporation in each jurisdiction where the failure so
to qualify would have a material adverse effect on its
business or operations.
2.2 DESCRIPTION OF SERIES G PREFERRED. Each share of Series G
Preferred stock shall be convertible into 60 shares of Common
stock in the Company on the following schedule: 20% of the
number of preferred shares owned shall become convertible on
each anniversary date of the date of the issuance of the
Preferred shares.
2.3 AUTHORIZATION. All corporate action on the par of the Company,
its officers and directors necessary for the authorization,
execution, delivery and performance of all obligations of the
Company under this Agreement and for the authorization,
issuance and delivery of the Shares being sold hereunder has
been or shall be taken prior to the Closing, and this
Agreement, when executed and delivered, shall constitute a
valid and legally binding obligation of the Company. Issuance
of the Shares is not subject to preemptive rights or other
preferential rights of any present or future stockholders in
the Company.
2.4 VALIDITY OF SECURITIES. The Shares to be purchased and sold
pursuant to this Agreement, when issued, sold and delivered in
accordance with its terms for the consideration expressed
herein, shall be duly and validly issued.
2.5 GOVERNMENTAL CONSENTS. All consents, approvals orders,
authorizations or registration, qualification, designation and
declaration or filing with and federal or state governmental
authority on the part of the Company required in connection
with the consummation of the transactions contemplated herein
shall have been obtained prior to, and be effective as of, the
Closing or will be timely filed thereafter.
2.6 COMPLIANCE WITH OTHER INSTRUMENTS. The Company is not in
violation of any provisions of its respective Certificate of
Incorporation, its Bylaws, any material mortgage, indenture,
lease, agreement or other instrument to which it is a party,
or of any provision of any federal or state judgment, writ,
decree, order, statute, rule or governmental regulation
applicable to the Company . The execution, delivery and
performance of this Agreement will not result in any such
violation or be in conflict with or constitute a default under
any such provision.
2.7 Financial Statements. The Company has true and complete copies
of the following financial statements for the Company on a
consolidated basis.
(a.) All such financial statements have been prepared in
conformity with generally-accepted accounting principles
applied on a basis consistent with prior periods (except for
the omission of notes to the certified financial statements),
fairly present the consolidated financial condition of the
Company as of dates thereof, and the consolidated results of
operations of the Company for the periods indicated, and, in
the case of certified statements, subject to normal and
recurring year-end adjustments.
(b.) Specifically, without limitation, such financial
statements reflect, as of their respective dates, all material
accrued liabilities and adequate reserves for all material
unaccrued liabilities and for all reasonably anticipated
material losses of the Company. The books of account of the
Company fully and fairly reflect all of the transactions of
such companies and are complete and accurate.
(c.) The Company is not subject to any undisclosed material
liability not (i) reflected in its certified financial
statements referred to above or in the notes to the financial
statements or (ii) incurred in the ordinary course of business
since December 31, 2000. For purposes of this Agreement, all
financial statements of the Company shall be deemed to include
any notes to such financial statements.
3. REPRESENTATIONS AND WARRANTIES OF THE INVESTORS.
Each of the Investors represents and warrants to the Company as
follows:
3.1 AUTHORIZATION. When executed and delivered by such Investor,
this Agreement will constitute the valid and legally binding
obligation of such Investor.
3.2 Accredited Investor. Such Investor (other than those
identified in writing to counsel for the Company prior to the
Closing) is an "accredited investor" as that term is defined
in Rule 501 promulgated under the Act.
4. SECURITIES ACT OF 1933.
4.1 INVESTMENT REPRESENTATION.
This Agreement is made with each of the Investors in reliance
upon their respective representations to the Company, which by
its acceptance hereof each of the Investors hereby confirms,
that the Shares to be received will be acquired for investment
for an indefinite period for its own account and not with a
view to the sale or distribution of any part thereof, and that
it has no present intention of selling or otherwise
distributing the same, but subject, nevertheless, to any
requirement of law that the disposition of its property shall
at all times be within its control. By executing this
Agreement, each of the Investors further represents that it
does not have any contract, undertaking, agreement or
arrangement with any person to sell or transfer to such person
any of the Shares or any Common Stock acquired on conversion
of the Shares (all of such securities are hereinafter
collectively referred to as the "Securities").
a. Each of the Investors understands that the Securities
are not and may never be registered under the Act on
the ground that the sale provided for in this
Agreement and the issuance of securities is exempt
pursuant to Section 4(2) of the Act an Rule 506 of
Regulation D thereunder, and that the Company's
reliance on such exemption is predicated on its
representations set forth herein.
b. Each of the Investors agrees that in no event will it
make a disposition of any of the Securities, unless
the Securities shall have been registered under the
Act, unless and until (i) it shall have notified the
Company with a statement of the circumstances
surrounding the proposed disposition and (ii) it
shall have furnished the Company with an opinion of
counsel reasonably satisfactory to the Company to the
effect that (A) such disposition will not require
registration of such securities under the Act, and
(B) that appropriate action necessary for compliance
with the Act has been taken. Notwithstanding the
foregoing, each Investor may distribute any o the
Securities to the owners of its equity.
c. Each of the Investors represents that it is able to
fend for itself in the transactions contemplated by
this Agreement, has such knowledge and experience in
financial and business matters as to be capable of
evaluating the merits and risks of its investment and
has the ability to bear the economic risks of its
investment and has been ▇▇▇▇▇▇▇▇ with.
d. Each of the investors understands that if a
registration statement covering the Securities under
the Act is not in effect when it desires to sell any
of the Securities, it may be required to hold such
Securities for an indeterminate period. Each of the
Investors also acknowledges that it understands that
any sale of the Securities which might b made by it
in reliance upon Rule 144 under the Act may be made
only in limited amounts in accordance with the terms
and conditions of that Rule.
4.2 LEGENDS. All certificates for the Securities shall bear
substantially the following legend:
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
HAVE BEEN ACQUIRED BY THE ISSUEE FOR INVESTMENT PURPOSES. SAID
SHARES MAY NOT BE SOLD OR TRANSFERRED UNLESS (A) THEY HAVE
BEEN REGISTERED UNDER SAID ACT, OR (B) THE TRANSFER AGENT (OR
THE COMPANY IF THEN ACTING AS ITS TRANSFER AGENT) IS PRESENTED
WITH EITHER A WRITTEN OPINION SATISFACTORY TO COUNSEL FOR THE
COMPANY OR A 'NO-ACTION' OR INTERPRETIVE LETTER FROM THE
SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE CIRCUMSTANCES OF SUCH
SALE OR TRANSFER."
4.3 RULE 144. The Company covenants and agrees that: (i) at all
times while it is subject to the reporting requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934 it
will use its best efforts to comply with the current public
information requirements of Rule 144(c)(1) under the Act; and
(ii) it will furnish the Investors upon request with all
information about the Company required for the preparation and
filing of Form 144.
5. CONDITIONS TO INVESTORS' OBLIGATIONS AT CLOSING.
The obligations of the Investors under paragraphs 1.1 and 1.2 of this
Agreement are subject to the fulfillment at or before the Closing of
each of the following conditions:
5.1 REPRESENTATIONS AND WARRANTIES. The representations and
warranties contained in Paragraph 2 hereof, shall be true on
and as of the Closing.
5.2 PERFORMANCE. The Company shall have performed and complied
with all agreements and conditions contained herein required
to be performed or complied with by it on or before the
Closing.
5.3 COMPLIANCE CERTIFICATE. There shall have been delivered to
each of the Investors a certificate, dated the Closing Date,
signed by the Company's president, certifying that the
conditions specified in paragraphs 5.1, 5.2, and 5.3, have
been fulfilled.
5.5 PROCEEDINGS AND DOCUMENTS. All corporate and other proceedings
in connection with the transactions contemplated at the
Closing hereby and all documents and instruments incident to
such transactions will be reasonably satisfactory in substance
and form to the Investors and their counsel, and the Investors
and their counsel will have received all such counterpart
originals or certified or other copies of such documents as
they may reasonably request.
6. CONDITIONS OF THE COMPANY'S OBLIGATIONS AT CLOSING.
The obligations of the Company under paragraphs 1.1 and 1.2 of this
Agreement are subject to the fulfillment at or before the Closing of
each of the following conditions:
6.1 WARRANTIES TRUE ON THE CLOSING DATE. The representations and
warranties of each of the Investors contained in paragraphs 3
and 4 hereof shall be true on and as of the Closing with the
same effect as though said representations and warranties had
been made on and as of the Closing.
7. MISCELLANEOUS
7.1 AGREEMENT IS ENTIRE CONTRACT. Except as specifically
referenced herein, this Agreement constitutes the entire
contract between the parties hereto concerning the subject
matter hereof and no party shall be liable or bound to the
other in any manner by any warranties, representations or
covenants except as specifically set forth herein. Any
previous agreement among the parties related to the
transactions described herein is superseded hereby. The terms
and conditions of this Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of
the parties hereto. Nothing in this Agreement, express or
implied, is intended to confer upon any party, other than the
parties hereto, and their respective successors and assigns,
any rights, remedies, obligations, or liabilities under or by
reason of this Agreement, except as expressly provided herein.
7.2 GOVERNING LAW. This Agreement shall be governed by and
construed under the laws of the State of NEVADA, country of
the UNITED STATES OF AMERICA.
7.3 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.
7.4 TITLE AND SUBTITLES. The titles of the paragraphs and
subparagraphs of this Agreement are for convenience and are
not to be considered in construing this Agreement.
7.5 NOTICES. Any notice required or permitted hereunder shall be
given in writing and shall be deemed effectively given upon
personal delivery or upon deposit in the United States Post
Office, by registered or certified mail, addressed to a party
at its address or at such other address as such party may
designate by ten (10) days advance written notice to the other
party.
7.6 FINDER'S FEE. Each party hereto represents that it is not, and
will not be, obligated for any finder's fee or commission
payable in cash in connection with this transaction. Each of
the Investors hereby agrees to indemnity and to hold harmless
the Company from any liability for any commission or
compensation in the nature of a finder's fee (and the costs
and expenses of defending against such liability or asserted
liability) for which any such Investor or any of its employees
or representatives is responsible. The Company agrees to
indemnify and hold harmless the Investors from any liability
for any commission and compensation in the nature of a
finder's fee (and the costs and expenses of defending against
such liability or asserted liability) for which the Company or
any of its officers, employees or representatives is
responsible.
7.7 LEGAL FEES AND EXPENSES. The Company agrees upon the Closing
to pay its legal fees and expenses of counsel, incurred in
connection with the negotiation and execution of this
Agreement and related documents and with obtaining any
governmental consents and taking such compliance actions,
including, without limitation, securities law filing as are
required in connection therewith.
7.8 SURVIVAL OF WARRANTIES. The warranties and representations of
the Company contained in or made pursuant to this Agreement
shall survive the execution and delivery of this Agreement and
the Closing hereunder.
7.9 AMENDMENT OF AGREEMENT. Except as expressly provided herein,
any provision of this Agreement may be amended or waived on
behalf of all Investors by a written instrument signed by the
Company and by Investors holding at least a majority of the
aggregate of the shares of Common Stock issuable and issued
upon conversion of the Shares.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed
as of the day and year first above written.
Date Date
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Senior Care Industries, Inc. INVESTOR
By: By:
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Number of Shares: ___________
Social Security No._____________________
Address
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City, State, Zip