Unassociated Document


     

    
 

    Exhibit
      10.1

    


    PURCHASE
      AND SALE AGREEMENT

    


        This
      purchase
      and sale agreement (this
      “Agreement”), entered
      into as of the 9th day of July, 2008, is made by and between Benny Gaber (the
      “Seller”) and Carrigan
      Investment Limited, a limited company having an address at Jasmine Court, 35A
      Regent Street, P.O. Box 1777 Belize City, Belize (the
      “Buyer”).

    


    Whereas,
      Seller
      owns in the aggregate four million shares of common stock of Cardio Vascular
      Medical Device Corp., a Delaware corporation (the “Company”); and

    


    Whereas,
      Seller
      wishes to sell to Buyer, and Buyer wishes to purchase from Seller, three million
      six hundred thousand shares of the Company he owns (the “Shares”) for such
      consideration and on such terms as set out below;

    


    NOW
      THEREFORE,
      in
      consideration of the above premises and the mutual representations, warranties,
      covenants and agreements hereinafter set forth and for other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties agree as follows:

    


    
      	
              1.

            	
               Purchase
                and Sale; Purchase Price; Closing.
                

            


    

    


    (a) Purchase
      and Sale.
      Upon
      the terms and subject to the conditions of this Agreement, at the Closing
      (hereafter defined), Seller shall sell, transfer and assign to Buyer, and Buyer
      shall purchase from Seller, the Shares and any and all rights in the Shares
      to
      which Seller is entitled, and by doing so Seller shall be deemed to have
      assigned all of Seller’s right, title and interest in and to the Shares to
      Buyer. Such sale of the Shares shall be evidenced by stock certificates, duly
      endorsed in blank or accompanied by stock powers duly executed in blank, or
      other instruments of transfer in form and substance reasonably satisfactory
      to
      Buyer.

    


    (b)
       Purchase
      Price.
      The
      purchase price for the Shares is $100,000 (the “Purchase Price”) and shall be
      paid in six payments of $16,666.65 each on the following dates:

    


    August
      1,
      2008

    October
      1, 2008

    December
      1, 2008

    February
      1, 2009

    April
      1,
      2009

    June
      1,
      2009

    


    All
      payments shall be made by cashier’s check, bank check or wire transfer of
      immediately available funds or bank or certified check.

    


    (c)
       Closing.
      

    


    (1)
       The
      Closing of the transactions contemplated under this Agreement (the "Closing")
      shall take place no later than July 20, 2008. The closing will take at such
      place as the


    
      
        
        

      

      
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    Seller
      and Buyer may mutually agree upon. 

    


    (2)
       The
      Buyer’s obligation to purchase the Shares and to take the other actions required
      to be taken by the Buyer at the Closing is subject to the satisfaction, at
      or
      prior to the Closing, of each of the following conditions (any of which may
      be
      waived by the Buyer in whole or in part):

    


    (a)
      All
      of the Seller's representations and warranties in this Agreement shall have
      been
      accurate in all respects as of the date of this Agreement and shall be accurate
      in all respects as of the time of the Closing as if then made; and 

    


    (b)
      Seller shall have complied with all terms of this Agreement. 

    


    (3)
       At
      the
      Closing: 

    


    (a)
       Buyer
      shall pay to Seller the Purchase Price by cashiers’ or bank check or wire
      transfer of immediately available funds, and 

    


    (b)
       Sellers
      shall deliver to Buyer (A) stock certificates evidencing the Shares, duly
      endorsed in blank or accompanied by stock powers duly executed in blank, or
      other instruments of transfer in form and substance reasonably satisfactory
      to
      Buyer, (B) any documentary evidence of the due recordation in the Company’s
      share register of Buyer’s full and unrestricted title to the Shares, and (C)
      such other documents as may be required under applicable law or reasonably
      requested by Purchaser.

     

    
      
        	
                2.

              	
                 Representations
                  of Seller.

              


      

       

    

    As
      an
      inducement to Buyer to enter into this Agreement and to consummate the
      transaction contemplated herein, the Seller hereby represents and warrants
      to
      the Buyer the following: 

    


    (a)
       Authority.
      Seller
      has the absolute and unrestricted right, power, legal capacity and authority
      to
      enter into and perform his obligations under this Agreement, to carry out his
      obligations hereunder and to consummate the transactions contemplated hereby.
      Assuming the due authorization, execution and delivery by Buyer, this Agreement,
      when executed and delivered by Buyer, will be a valid and binding obligation
      of
      Seller, enforceable against Seller in accordance with its terms. Neither the
      execution and delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby, will conflict with, or (with or without notice
      or lapse of time, or both) result in a termination, breach or violation of
      (i)
      any instrument, contract or agreement to which Seller is a party or by which
      he
      or she is bound, or (ii) any federal, state, local or foreign law, ordinance,
      judgment, decree, order, statute, or regulation, or that of any other
      governmental body or authority, applicable to the Company or Seller or his
      or
      her respective assets or properties. 

     

        (b) Capitalization.
      Seller
      is the sole record and beneficial owner of the Shares and has good and
      marketable title to the Shares, free and clear of any liens, pledges,
      hypothecations, charges, adverse claims, options, preferential arrangements
      or
      restrictions of any kind, including, without limitation, any restriction of
      the
      use, voting, transfer, receipt of income or other exercise of any attributes
      of
      ownership (collectively, “Encumbrances”), other than any
      Encumbrance

     


    
      
        
        

      

      
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        expressly
      created by applicable federal and state securities laws. Upon the execution
      and
      delivery of this Agreement and payment of the purchase price, Buyer shall be
      the
      lawful record and beneficial owner of the Shares, free and clear of all
      Encumbrances, other than any Encumbrances expressly created by applicable
      federal and state securities laws. 
      There
      are no stockholders’ agreements, voting trust, proxies, options, rights of first
      refusal or any other agreements or understandings with respect to the
      Shares.  

     

        (c)
       Valid
      Issuance.
      All of
      the Shares are duly authorized, validly issued, fully paid and non-assessable,
      and were not issued in violation of any preemptive or similar rights. There
      are
      no outstanding subscriptions, options, warrants, puts, calls, agreements or
      other rights of any type or other securities, including without limitation,
      any
      agreements or securities (1) requiring the issuance, sale, transfer, repurchase,
      redemption or other acquisition of any shares of capital stock of the Company,
      (2) restricting the transfer of any shares of capital stock of the Company,
      or
      (3) relating to the voting of any shares of capital stock of the Company. There
      are no issued or outstanding indebtedness of the Company having the right to
      vote (or convertible into, or exchangeable for, securities having the right
      to
      vote), upon the happening of a certain event or otherwise, on any matters on
      which the equity holders of the Company may vote.

     

    (d)
       SEC
      Documents.
      All
      reports and other documents filed by the Company with the SEC (the “SEC
      Documents”) complied, as of their respective dates, in all material respects
      with the requirements of the Securities Act of 1933, as amended (the “Securities
      Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
      as the case may be, and other federal, state and local laws, rules and
      regulations applicable to such SEC Documents, and none of the SEC Documents
      contained any untrue statement of a fact or omitted to state a fact required
      to
      be stated therein or necessary in order to make the statements therein, in
      light
      of the circumstances under which they were made, not misleading. The financial
      statements of the Company included in the SEC Documents comply as to form and
      substance in all respects with applicable accounting requirements and the
      published rules and regulations of the SEC or other applicable rules and
      regulations with respect thereto. Such financial statements have been prepared
      in accordance with generally accepted accounting principles applied on a
      consistent basis during the periods involved (except as may be otherwise
      indicated in such financial statements or the notes thereto or in the case
      of
      unaudited interim statements, to the extent they may not include footnotes
      or
      may be condensed or summary statements) and fairly present in all respects
      the
      financial position of the Company as of the dates thereof and the results of
      operations and cash flows for the periods then ended (subject, in the case
      of
      unaudited statements, to normal year-end audit adjustments). The Company has
      not
      received any letters, notices or any notifications from the SEC, FINRA or NASAQ
      with respect to the Company or any of its officers or directors.

    


    (e)
       No
      Undisclosed Events or Circumstances.
      No
      event or circumstance has occurred or exists with respect to the Company or
      its
      businesses, properties, prospects, operations or financial condition, that,
      under applicable law, rule or regulation, requires public disclosure or
      announcement prior to the date hereof by the Company but which has not been
      so
      publicly announced or disclosed in the SEC Documents.

    


    (g) Full
      Disclosure.
      No
      representation or warranty or other statement made by the Seller in this
      Agreement or otherwise in connection with the transactions contemplated herein
      contains any untrue statement or omits to state a fact necessary to make any
      of
      them, in light of the circumstances in which it was made, not misleading.



    
      
        
        

      

      
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                3.

              	
                Buyers’
                  Representations.
                  

              


      

       

    

    As
      an
      inducement to Seller to enter into this Agreement and to consummate the
      transaction contemplated herein, the Buyer hereby represents and warrants to
      each Seller the following:

    


    (a) Authority.
      Buyer
      has the absolute and unrestricted right, power, legal capacity and authority
      to
      enter into and perform his obligations under this Agreement, to carry out his
      obligations hereunder and to consummate the transactions contemplated hereby.
      This Agreement has been duly executed and delivered by Buyer. No filing with,
      authorization from or consent or approval of any governmental body, agency,
      official or authority or any other third party is necessary or required to
      be
      made or obtained to enable Buyer to enter into, and to perform his respective
      obligations under, this Agreement. Neither the execution and delivery of this
      Agreement, nor the consummation of the transactions contemplated hereby, will
      conflict with, or (with or without notice or lapse of time, or both) result
      in a
      termination, breach or violation of (i) any instrument, contract or agreement
      to
      which either Buyer is a party or by which he is bound, or (ii) any federal,
      state, local or foreign law, ordinance, judgment, decree, order, statute, or
      regulation, or that of any other governmental body or authority, applicable
      to
      either Buyer or his respective assets or properties. 

     

    (b) Investment
      Purpose.
      Buyer
      is acquiring the Shares for his own account, for investment purposes only and
      not with a view to the resale or distribution of any part thereof. The Buyer
      understands that the Shares are restricted securities and can not be offered
      for
      sale, sold, transferred or otherwise disposed of without an effective
      registration statement pursuant to the Securities Act of 1933, as amended,
      or an
      applicable exemption therefrom.

    


    (c) Accredited
      Investor.
      Buyer
      is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
      D promulgated under the Securities Act of 1933, as amended (the “Securities
      Act”), and has been provided with all materials and information requested by
      Buyer, including any information requested to verify any information furnished,
      and the Buyer has been provided the opportunity for direct communication between
      Seller and its representatives and the Buyer regarding the purchase contemplated
      by this Agreement, including the opportunity to ask questions and receive
      answers from Seller. 

     

    (d) Exemption
      from Registration.
      Buyer
      understands that the Shares are being offered and sold to it in reliance upon
      specific exemptions from the registration requirements of United States federal
      and state securities laws.

     

    4.    
Indemnification.
      The
      Buyer shall indemnify and hold harmless the Seller and his respective employees,
      trustees, agents, beneficiaries, affiliates, representatives and their
      successors and assigns from and against any and all damages, losses,
      liabilities, taxes and costs and expenses (including, without limitation,
      attorneys’ fees and costs) resulting directly or indirectly from any
      misrepresentation, breach of warranty or nonfulfillment of any covenant or
      agreement on the part of the Buyer. 

    
      
        


        
          	
                  5.

                	
                  Miscellaneous.

                


        

         

      

    

    (a) This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of New York without regard to principles of conflicts of
      laws.



    
      
        
        

      

      
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    (b) If
      any
      covenant or agreement contained herein, or any part hereof, is held to be
      invalid, illegal or unenforceable for any reason, such provision will be deemed
      modified to the extent necessary to be valid, legal and enforceable and to
      give
      effect of the intent of the parties hereto.

    


    (c) This
      Agreement constitutes the entire agreement between the parties with respect
      to
      the subject matter hereof. This Agreement supersedes all prior agreements
      between the parties with respect to the subject matter hereof or thereof. There
      are no representations, warranties, covenants or undertakings with respect
      to
      the subject matter hereof other than those expressly set forth herein or in
      the
      other agreements referenced herein.

    


    (d) This
      Agreement may not be amended or modified except by the express written consent
      of the parties hereto. Any waiver by the parties of a breach of any provision
      of
      this Agreement shall not operate or be construed as a waiver of any subsequent
      breach thereof or of any other provision.

    


    (e) This
      Agreement shall be binding upon, inure to the benefit of, and be enforceable
      by
      the parties hereto and their respective successors and permitted assignees
      and
      heirs and legal representatives.

    


    (f) The
      parties hereto intend that this Agreement shall not benefit or create any right
      or cause of action in or on behalf of any person other than the parties
      hereto.

    


    (g) The
      parties agree that this Agreement shall be deemed to have been jointly and
      equally drafted by them, and that the provisions of this Agreement therefore
      shall not be construed against a party or parties on the ground that such party
      or parties drafted or was more responsible for the drafting of any such
      provision(s). The parties further agree that they have each carefully read
      the
      terms and conditions of this Agreement, that they know and understand the
      contents and effect of this Agreement, and that each was represented by counsel
      of its own choosing or had the opportunity to be represented by counsel of
      its
      own choosing. 

    


    (h) The
      parties hereto agree to execute and deliver such further documents and
      instruments and to do such other acts and things any of them, as the case may
      be, may reasonably request in order to effectuate the transactions contemplated
      by this Agreement.

    


    (i) This
      Agreement may be executed in counterparts and by facsimile, each of which shall
      be deemed an original and all of which together shall constitute one and the
      same instrument.

    


    


    


    [Remainder
      of Page Intentionally Omitted; Signature Page to Follow]


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, each of the undersigned has caused this Agreement to be
      executed by its duly authorized officer or representative as of the date first
      above written.

     

     

    SELLER:

    


    


    /s/
      Benny Gaber

    Benny
      Gaber

    12
      Shaar
      Hagai, Haifi, Israel

    


    


     

    


    BUYER:

    


    Carrigan
      Investment Limited

    


    ________________________________

    Name:

    Address:

    


    


    
      
        
        

      

      
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