Exhibit 10d
ADDENDUM TO REAL ESTATE PURCHASE AGREEMENT BY AND BETWEEN
OASIS INTERNATIONAL CORPORATION
AND SENIOR CARE INDUSTRIES, INC.
DATED NOVEMBER 1, 2001
The herein referenced Agreement is amended as follows:
The cash down payment shall be made post closing upon a minimum land loan being
available totaling $7,250,000 under terms and conditions suitable to Buyer.
The property value at closing shall be the fair market value of the property
in accordance with an appraisal obtained by Buyer.
The Property will be re-appraised a minimum of every 24 months as entitlements
are received. If required, additional stock (not to exceed a total of
$40 Million) shall be issued to Seller based upon the property value as
appraised when the following events occur.
Valuation upon recordation of Tentative Map for the whole project
Valuation upon recordation of Final Map for the whole project
Valuation upon completion of infrastructure for the whole project
Sellers have the ability to significantly improve the asset value through the
achievement of certain milestones that the Company might otherwise have
difficulty. Buyer agrees to hire Sellers entitlement consultant and pay said
consultant in cash or cash equivalent not to exceed $26,000 per month for
services rendered in connection with the entitlements on the Property.
Upon closing, 1,500,000 shares of S-8 stock shall be issued to consultants of
Saw Tooth Builders Inc., and 1,500,000 shares of S-8 stock shall be issued to
consultants of ▇▇▇▇▇▇▇▇ Holding Corporation, who shall be natural persons in
connection with their fee contracts for identifying and negotiating the sale
transaction as well as ongoing consulting and processing.
Debt Service on the current note on the Property shall continue to be paid on
the Property by Seller until Buyer obtains a land loan for the cash down
payment. If the cash down payment is not made within 24 months of close, a wrap
note in the amount of $7,250,000 shall be signed by Buyer wherein Buyer pays the
quarterly interest payment on the property at the current level of debt, not to
exceed $40,000 per quarter
Buyer to receive a credit toward purchase price of $45,295 pursuant to
expenditure by Buyer of $45,295 on the August, 2000 Oasis transaction.
Closing shall occur upon Buyer authorizing issuance of 600,000 shares of SENC
Series "J" convertible preferred stock convertible 20 to 1 into common, with
title transferred subsequent to close.
Agreed to and Accepted this 15th day of November, 2001:
Senior Care Industries Inc.,
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
Oasis International Corporation
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
ASSIGNMENT BY SENIOR CARE INDUSTRIES INC., TO MANTIS INVESTMENTS INC.
Senior Care Industries hereby assigns all of its rights title and interest in
that certain Real Estate Purchase Agreement by and Between Senior Care
Industries Inc., and Oasis International Corporation darted November 1, 2001 to
Mantis Investments Inc., a wholly owned subsidiary of Senior Care Industries
Inc.
Dated: November 30, 2001.
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
President
Senior Care Industries Inc
REAL ESTATE PURCHASE AGREEMENT
BY AND BETWEEN
OASIS INTERNATIONAL CORPORATION
AND
SENIOR CARE INDUSTRIES, INC.,
DATED NOVEMBER 1, 2001
1. THIS REAL ESTATE PURCHASE AGREEMENT (the "Agreement") is entered into as of
this 1st day of November, 2001, by and between Senior Care Industries Inc., or
Assignee (the "Buyer"), and Oasis International Corporation, (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 and stock.
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 Assets. 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 2, the Property more particularly
described as the 800 acre residential site being part of the Oasis Subdivision
"located in Elko Nevada whose legal description is contained in the preliminary
title report attached hereto and incorporated herein by reference.
Overview SENC will acquire the approximately 800 acre site from OIHC in exchange
for SENC stock, and certain consideration as detailed below. SENC shall entitle
the 800 acre site for development of affordable golf course style villas, single
family detached homes a hotel casino, ancillary commercial development and an 18
hole golf course.
(b) Purchase Price.
Up to $60,000,000 shall be paid to Seller in cash and preferred stock, as
follows:
(i) $11,250,000 cash
(ii) $48,750,000 shall be paid by issuing Seller 600,000 shares of SENC Series
"J" convertible preferred stock convertible 20 to 1 into common stock under a
conversion formula wherein 20% of the preferred stock may be converted to common
stock each successive 2 year period, beginning two years after the acquisition
by Senior Care.
(iii) Senior Care shall have the post-closing obligation to finance the
entitlements and development of the Property, including processing and signing
of government low interest loans which the Company believes are obtainable.
(iv) Upon close, Senior Care to immediately institute an entitlement and
development program whose initial emphasis shall be to secure water rights for
the property and gain approval of a master-plan entitling the property for the
uses referenced in section (a) of this offer.
Upon close, Senior Care to immediately institute an entitlement and development
program whose initial emphasis shall be to secure water rights for the property
and gain approval of a masterplan entitling the property for the uses referenced
in the section (a) of this offer.
(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 Centralized Escrow Systems upon Buyer
delivering a 25,000-share Senior Care stock certificate to escrow, issued to
Centralized Escrow FBO Oasis International Corporation.
(e) Closing. Closing shall occur upon Buyer issuing 600,000 shares of SENC
Series "J" convertible preferred stock to Seller and Buyer executing a
promissory note and mortgage in the amount of up to $11,250,000 which shall
occur on or before January, 30, 2002, at such location as agreed to between
Buyer and Seller, and shall be contingent only upon Buyer waiving its
contingencies in writing, and Buyer delivering the consideration specified in 2
C. Upon Buyer receiving a land loan to fund the cash payment in accordance with
section b (i), the promissory note shall be paid in full. In the event the land
loan is not funded on or before January 30, 2002, Senior Care shall deed the
property back to Seller.
(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
6(a) below; (ii) the Buyer will deliver to the Seller the various certificates,
instruments, and documents referred to in 6(b) below; (iii) the Seller will
execute, acknowledge (if appropriate), and deliver to the Buyer title to the
real property and 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 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 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 3.
(a) Organization of the Seller. The Seller is a Limited Liability Company 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
(including full authority from the Trust) to execute and deliver this Agreement
and to perform its obligations hereunder. Without limiting the generality of the
foregoing, the 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 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 2 above).
(d) Brokers' Fees. The Seller has no Liability or obligation to pay any fees or
commissions to any broker, finder, or agent with respect to the transactions
contemplated by this Agreement for which the Buyer could become liable or
obligated. Buyer is obligated to pay a fee to State Capital Realty under 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.
(B) the property is 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 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.
(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 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
3 not misleading.
4. Representations and Warranties of the Buyer. The Buyer represents and
warrants to the Seller that the statements contained in this 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 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 4.
(a) Organization of the Buyer. The Buyer 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 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 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 2 above).
(d) Brokers' Fees. Buyer is to pay American Auditors an acquisition fee pursuant
to a separate written agreement between said parties. Seller has no Liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which the Buyer
may become liable or obligated.
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
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
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 3(c) and 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 3 and 4 above. No disclosure by any Party
pursuant to this 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 30 day period after opening escrow to
approve the following contingencies.
(i) A physical inspection of the property.
(ii) Receipt and approval of a preliminary Title report and all underlying
documents referenced therein. Said report to be provided by Seller.
(iii) 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 property.
(vi) Receipt and approval of a phase I environmental.
(vii) Receipt and approval of entitlements to build a residential subdivision
and golf course.
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 in 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
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;
(xi) the Seller shall have delivered to the Buyer a certificate to the effect
that each of the conditions specified above in 6(a)(i)-(iv) is satisfied in all
respects; and
The Buyer may waive any condition specified in this 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 in 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 6(b)(i)-(iii) is satisfied in all
respects;
The Seller may waive any condition specified in this 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 January 30,
2001, by reason of the failure of any condition precedent under 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 January 30,
2001, by reason of the failure of any condition precedent under 6(b) hereof
(unless the failure results primarily from the Seller itself breaching any
representation, warranty, or covenant contained in this Agreement).
(b) Effect of Termination. If any Party terminates this Agreement pursuant to
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:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
If to the Buyer: Copy to:
▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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 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.
(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 or
County of Dade 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.
(o) 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.
Senior Care Industries Inc.,
By: ____________________
▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
Oasis International Corporation
By: ____________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
President
OASIS INTERNATIONAL CORPORATION
PROMISSORY NOTE
$7,250,000 Laguna Beach, California December 31, 2001
FOR VALUE RECEIVED, the undersigned (the -Borrower+) promises to pay to the
order of Oasis International Corporation at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇-▇,
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, or at such other address as the holder of this Note
shall direct, the principal sum of $7,250,000, payable At 7% per annum principal
and interest payable quarterly in payments of $31,475 per quarter beginning
March 31, 2004 and due on January 1, 2006, the Maturity date. No interest is
payable on this note until March 31, 2004. On the Maturity Date the entire
remaining unpaid principal balance of this Note, plus any and all accrued and
unpaid interest, shall be due and payable.
Principal of and interest on this Note shall be payable in lawful money of the
United States of America. If a payment hereunder becomes due and payable on a
Saturday, Sunday or legal holiday, the due date thereof shall be extended to the
next succeeding business day, and interest shall be payable thereon during such
extension.
In the event any payment of principal or interest on this Note is not paid in
full when due, or if any other default or event of default occurs hereunder,
under the Loan Agreement or under any other present or future instrument,
document, or agreement between the Borrower and Oasis International
Corporation(collectively, "Events of Default"), Oasis International Corporation
may, at its option, at any time thereafter, declare the entire unpaid principal
balance of this Note plus all accrued interest to be immediately due and
payable, without notice or demand. Without limiting the foregoing, and without
limiting Oasis International Corporation other rights and remedies, in the event
any installment of principal or interest is not paid in full on, or within five
days after, the date due, the Borrower agrees that it would be impracticable or
extremely difficult to fix the actual damages resulting therefrom to Oasis
International Corporation, and therefore the Borrower agrees immediately to pay
to Oasis International Corporation an amount equal to 1% of the installment (or
portion thereof) not paid, as liquidated damages, to compensate Oasis
International Corporation for the internal administrative expenses in
administering the default. The acceptance of any installment of principal or
interest by Oasis International Corporation after the time when it becomes due,
as herein specified, shall not be held to establish a custom, or to waive any
rights of Oasis International Corporation to enforce payment when due of any
further installments or any other rights, nor shall any failure or delay to
exercise any rights be held to waive the same. Without limiting Oasis
International Corporation other rights and remedies, upon an occurrence of an
Event of Default, the interest rate hereunder shall increase by an additional 2%
per annum until such Event of Default has been cured.
All payments hereunder are to be applied first to costs and fees referred to
hereunder, second to the payment of accrued interest and the remaining balance
to the payment of principal. Any principal prepayment hereunder shall be applied
against principal payments in the inverse order of maturity. Oasis International
Corporation shall have the continuing and exclusive right to apply or reverse
and reapply any and all payments hereunder.
The Borrower agrees to pay all costs and expenses (including without limitation
attorney's fees) incurred by Oasis International Corporation in connection with
or related to this Note, or its enforcement, whether or not suit be brought. The
Borrower hereby waives presentment, demand for payment, notice of dishonor,
notice of nonpayment, protest, notice of protest, and any and all other notices
and demands in connection with the delivery, acceptance, performance, default,
or enforcement of this Note, and the Borrower hereby waives the benefits of any
statute of limitations with respect to any action to enforce, or otherwise
related to, this Note.
In the event any one or more of the provisions of this Note shall for any reason
be held to be invalid, illegal or unenforceable, the same shall not affect any
other provision of this Note and the remaining provisions of this Note shall
remain in full force and effect.
No waiver or modification of any of the terms or provisions of this Note shall
be valid or binding unless set forth in a writing signed by a duly authorized
officer of Oasis International Corporation, and then only to the extent therein
specifically set forth. If more than one person executes this Note, their
obligations hereunder shall be joint and several.
OASIS INTERNATIONAL CORPORATION AND BORROWER EACH HEREBY WAIVE THE RIGHT TO
TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY
WAY RELATING TO: (i) THIS NOTE; OR (ii) ANY OTHER PRESENT OR FUTURE INSTRUMENT
OR AGREEMENT BETWEEN OASIS INTERNATIONAL CORPORATION AND BORROWER; OR (iii) ANY
CONDUCT, ACTS OR OMISSIONS OF OASIS INTERNATIONAL CORPORATION OR BORROWER OR ANY
OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS
AFFILIATED WITH OASIS INTERNATIONAL CORPORATION OR BORROWER; IN EACH OF THE
FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE.
By_________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇
Mantis Investments Inc.
The exact purchase price shall be determined by Senior Care through its receipt
of appraisal that determines the purchase price by valuing the property on an
"as-is" basis.. The appraisal may be performed post acquisition but in any event
no later than the second anniversary of the closing and shall be updated every
two years. In the event the appraised value of the Property is less than $60
Million, the preferred stock to be converted in accordance with footnote 3 shall
be reduced to the appraised value less the cash down payment.
The cash paid at closing shall be generated from a land loan and may be adjusted
downward (to no less than $7,250,000) in the event Senior Care determines the
terms of the land loan require a lesser loan amount to make the project
economically feasible.
For each successive two year period following the close, the number of preferred
shares converted shall be adjusted to reflect the average ask price of the
common stock at time of conversion, for the prior 10 day period. The amount of
stock to be converted each year shall equal 20% of the purchase price minus the
initial down payment. Example: Based upon a purchase price of $60,000,000 and a
down payment of $11,250,000 the balance to be paid through the conversion of
preferred stock on the each successive two year anniversary would equal
($60,000,000 - $11,250,000 down-payment * 20%) = $9,750,000 per conversion
period. If on the two year anniversary, the average ask price is $2.00 per
share, 243,750 shares of preferred stock would be converted at a 20 to 1
conversion netting the seller (243,750 * 20) = 4,875,000 shares of common stock
valued at $2.00 per share for a total of $9,750,000. The same formula will be
applied on each successive two- year anniversary, such that, if on the fourth
year anniversary, (the second conversion date) the average ask price is $4.00
per share, 121,875 shares of preferred stock would be converted at a 20 to 1
conversion netting the seller (121,875 * 20) = 2,437,500 shares of common stock
valued at $4.00 per share for a total of $9,750,000 and so on, for each
successive two year period, the total shares converted under the formula will
reflect the average stock price. At the end of the tenth year, any preferred
stock that is not required for conversion in order to pay the full purchase
price shall be returned to the SENC treasury. In the alternative, additional
preferred stock shall be issued to Seller in the event that the ask price under
the conversion formula results in a requirement for more stock to be issued in
order for Seller to receive the full sales price.
OASIS PURCHASE AGREEMENT.DOC