STOCK PURCHASE AGREEMENT
THIS AGREEMENT (this "Agreement"), entered into as of the 22nd day of August,
2007, is made by and between Haim Perlstein and Chaim Limor (together, are
referred to herein as the"Shareholders"), Best Care, Inc. ("Best Care"), and
Cosell Investments, Ltd. (the "Buyer").
Whereas, the Shareholders desire to sell to the Buyer and the Buyer wishes to
purchase and acquire from the Shareholders all of the Shareholders' shares of
BEST CARE's shares of capital stock, representing 70.6% of the capital stock of
BEST CARE, pursuant to the terms and conditions of this Agreement.
Now, Therefore, in consideration of the representations, warranties and
agreements set forth herein, the parties hereto hereby agree as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
1.1
Definitions. In this Agreement the following terms will have the following
meanings:
(a)
"Agreement" means this Stock Purchase Agreement;
(b)
"Closing" means the completion, on the date hereof, of the transactions
contemplated hereby in accordance with Article 7 hereof;
(c)
"Place of Closing" means such place as the Buyer and BEST CARE may mutually
agree upon;
(d)
"BEST CARE Accounts Payable and Liabilities" means all accounts payable and
liabilities of BEST CARE, on a consolidated basis, due and owing or otherwise
constituting a binding obligation of BEST CARE (other than an BEST CARE Material
Contract) as of August 15, 2007, as set forth is Schedule "A" hereto;
(e)
"BEST CARE Accounts Receivable" means all accounts receivable and other debts
owing to BEST CARE, on a consolidated basis, as of August 15, 2007, as set forth
in Schedule "B" hereto;
(f)
"BEST CARE Assets" means the undertaking and all the property and assets of the
BEST CARE Business of every kind and description wheresoever situated including,
without limitation, BEST CARE Equipment, BEST CARE Inventory, BEST CARE Material
Contracts, BEST CARE Accounts Receivable, BEST CARE Cash, BEST CARE Intangible
Assets and BEST CARE Goodwill, and all credit cards, charge cards and banking
cards issued to BEST CARE;
(g)
"BEST CARE Bank Accounts" means all of the bank accounts, lock boxes and safety
deposit boxes of BEST CARE or relating to the BEST CARE Business as set forth in
Schedule "C" hereto;
(h)
"BEST CARE Business" means all aspects of any business conducted by BEST CARE;
(i)
"BEST CARE Cash" means all cash on hand or on deposit to the credit of BEST CARE
on the date hereof;
1
(j)
"BEST CARE Common Shares" means the shares of common stock in the capital of
BEST CARE;
(k)
"BEST CARE Debt to Related Parties" means the debts owed by BEST CARE to any
affiliate, director or officer of BEST CARE as described in Schedule "D" hereto;
(l)
"BEST CARE Equipment" means all machinery, equipment, furniture, and furnishings
used in the BEST CARE Business, including, without limitation, the items more
particularly described in Schedule "E" hereto;
(m)
"BEST CARE Financial Statements" means, collectively, the audited consolidated
financial statements of BEST CARE for the fiscal year ended December 31, 2006,
and the unaudited consolidated