MSO PURCHASE AGREEMENT
This
agreement (hereinafter the "Agreement") is entered into
effective as of this 28th day of November 2007, by and among
Vital Health Technologies, Inc./Caribbean American Health
Resorts, Inc., a Minnesota Corporation (hereinafter "CAHR")
and Dr. Edward Rubin the owner of record (hereinafter
"Seller"),of the MSO (hereinafter "MSO"), with respect to
CAHR's purchase of the MSO.
In
consideration of the mutual covenants and promises hereinafter
contained, the Seller agrees to sell and the Buyer agrees to
buy the MSO as described in Exhibit "A" attached and
incorporated by reference, upon the following terms and
conditions.
1. METHOD
OF PAYMENT OF PURCHASE PRICE. The purchase price for the MSO
in the manner of payment set forth in Exhibit "B" attached and
incorporated by reference.
2. POST
EXECUTION EVENTS. Upon execution of this Agreement, the
following shall be actions shall be accomplished and documents
executed and delivered as set forth in Exhibit "C" attached and
incorporated by reference.
3. REPRESENTATIONS
REGARDING SELLER. Seller hereby
represents and warrants as follows, each of which representations
and warranties shall also be true as of the Closing
Date:
(a)
Seller is the sole owner of record and beneficially owns all
of the issued and outstanding Shares and other incidents of
ownership o f the MSO.
(b)
The Stockholder is the sole registered holder of the issued
and outstanding Shares of the MSO.
(c)
The MSO has no outstanding or authorized capital shares,
warrants, option or convertible securities.
(d)
Since December 31, 2006, there have not been any material
adverse changes in the financial position of the assets and
entities comprising the MSO except changes arising in the
ordinary course of business, which changes will in not
materially and adversely affect the financial position of
Momentum.
(e)
The MSO is not a party to any material litigation or any
governmental investigation or proceedings and, to the
knowledge of the Seller, no such litigation or investigation
is threatened.
(e)
The entity or entities comprising the MSO are in good standing
in its jurisdiction of incorporation.
(f)
The MSO and Seller have (or, by the Closing Date will have)
filed all material tax, governmental and/or related forms and
reports (or extensions thereof) due or required to be filed
and/or has (or will have) made adequate provisions for all
taxes or assessments which have become due as of the Closing
Date.
(g)
The MSO and Seller have not, breached and there is no pending
or threatened claim that they have breached any of the terms
or conditions of any agreements, contracts or commitments to
which they are a party.
(h)
The MSO has made, as is applicable, its corporate financial
records, minute books, and other corporate documents and
records available for review to the present management of CAHR
prior to the Closing Date, during reasonable business hours
and on reasonable notice.
(i)
All information regarding the MSO which is set forth herein or
has otherwise been provided to CAHR is true and accurate in
all material respects.
4. REPRESENTATIONS
REGARDING CAHR. CAHR hereby represents and warrants as
follows, each of which representations and warranties shall also be
true as of the Closing Date:
(a)
As of the Closing Date, the CAHR Shares to be issued and
delivered to all of the Seller will, when so issued and
delivered, constitute, duly authorized, validly and legally
issued CAHR Shares fully-paid and non-assessable.
(b)
CAHR has the corporate power to enter into this Agreement and
to perform its obligations hereunder. The execution and
delivery of this Agreement and the consummation of the
transactions described herein have been duly authorized by all
necessary corporate action, including being duly authorized by
the Board of Directors CAHR and by its shareholders as may be
required by 1aw. This Agreement and the consummation of the
transactions described herein constitute the binding
obligation of CAHR, enforceable against CAHR and its
shareholders in accordance with its terms. The execution and
performance of this Agreement will not constitute a breach of
any material agreement, indenture, mortgage, license or other
regulation. The execution and performance of this Agreement
will not violate or conflict with any provision of the
articles of Incorporation or By-laws of CAHR.
(c)
Since December 31, 2006, there have not been any material
adverse changes in the financial condition of CAHR. From the
date hereof until the Closing Date. CAHR shall not engage in
any activity other than activities in anticipation of and in
furtherance of the transactions described in this
Agreement.
(d)
Neither CAHR nor, to its knowledge, any related party or
affiliate of CAHR., is a party to or the subject of any
pending material litigation, claims or governmental
investigation or proceedings and there are no lawsuits,
claims, assessments, investigations, or similar matters, to
the best knowledge of CAHR, threatened or contemplated against
or affecting CAHR, its properties, or any related party or
affiliate of CAHR.
(e)
CAHR and, as is applicable, each subsidiary of CAHR is duly
organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation; and CAHR and
each Subsidiary of CAHR. presently has and at Closing shall
have the corporate power to own its properties and to carry on
CAHR's business as then being conducted and shall be duly
qualified to do business in any jurisdiction where so required
except where the failure to so qualify would have no material
negative impact.
(f)
CAHR has (or, by the Closing Date, will have filed) all
material tax, governmental and/or related forms and reports
(or extensions thereof due or required 7o be filed and/of has
(or will have) paid or made adequate provisions for all taxes
or assessments which have become due as of the Closing
Date.
(g)
CAHR's authorized capital stock shall, immediately prior to
Closing consist of: (i) 50,000,000 shares of common stock,
$0.01 par value; of which not more than 15,731,200 shares will
be issued and outstanding immediately prior to Closing. All
outstanding shares of capital stock of CAHR arc validly
issued, fully paid and non-assessable. As of the date of this
Agreement, there are not (and as of t he Closing, Date there
will not be) any existing options, calls, warrants, preemptive
rights or commitments of any character relating to the issued
or un-issued capital stock or other securities of CAHR. CAHR
is not, as of the date of this Agreement, nor will he as of
the Closing Date, a party to any consulting or severance
agreement or any agreement similar to any of
them.
(h)
CAHR does not own, directly or indirectly any of the capital
stock or any other securities of any other corporation or any
equity, profit sharing, participation or interest in any
corporation, partnership, joint venture or any other
entity.
(i)
CAHR has disclosed in writing all events, conditions and facts
materially affecting its business, financial condition or
results of operations.
(j)
The corporate financial records, minute books and other
documents and records of CAHR have been made available to
Seller prior to the Closing Date, during reasonable business
hours and on reasonable notice.
(k)
CAHR has not breached, and there is no pending or threatened
claim that CAHR has breached any of the terms or conditions of
any agreements, contracts or commitments to which it is a
party or by which it or its properties is bound. The execution
and performance hereof will not violate any provisions of
applicable law or any agreement to which CAHR is subject. CAHR
hereby represents that it is not a party to any material
contract or commitment other than appointment documents with
its transfer agent and that it has disclosed to Seller all
relationships or dealings with related parties or
affiliates.
(1)
The CAHR common stock is currently quoted under the trading
symbol "CAHR.PK" on the Pink Sheet Board and there are no stop
orders in effect with respect thereto.
(m)
All information regarding CAHR which is set forth herein or
has otherwise been provided by CAHR to Seller is true and
accurate in all material respects.
(n)
CAHR will be current in all material respects with regard to
its reporting obligations with the SEC and, to CAHR's
knowledge, all reports filed with the SEC are materially true,
complete and accurate, and there is no information or event
required to be disclosed that has not been disclosed or will
not be disclosed in any Of CAHR's public filings as of the
date hereof and as of the Closing Date. All filings required
to be made with the SEC or any state or local government to
effect the transactions described herein have or will be made
prior to Closing.
(o)
The affirmative vote of the holders of a majority of the
issued and outstanding shares of CAHR common stock entitled to
vote is the only vote of the holders of any class or series of
the CAHR capital stock necessary to consummate the
transactions described in this Agreement.
(p)
CAHR is not a party to any material litigation or any
governmental investigation or proceeding and, to the knowledge
of CAHR, no such litigation or investigation is
threatened.
5. CLOSING.
The
Closing of the transactions described herein shall take place on
such date (the "Closing" or "Closing Date") as mutually determined
by the parties hereto when all conditions precedent have been met
and all required documents have been delivered, which Closing is
expected to be on or about the ' late of approval or
effectiveness by the SEC of any registration statement or proxy
filings required by this transaction unless extended by mutual
consent of all parties hereto.
6. CONDITIONS
PRECEDENT TO THE OBLIGATIONS OF THE SELLER. All obligations
of the Seller under this Agreement are subject to the fulfillment,
prior to or at of the Closing and/or the Effective Date, as
indicated below, of each of the following conditions:
(a)
The representations and warranties regarding CAHR contained in
this Agreement or in any certificate or document delivered
pursuant to the provisions hereof shall be true in all
material respects at and as of the Closing Date as though such
representations and warranties were made at and as of such
time.
(b)
CAHR shall have performed and complied, in all material
respects, with all covenants, agreements and conditions set
forth herein, and shall have executed and delivered all
documents required by this Agreement to be performed or
complied with or executed and delivered by it prior to or at
the Closing.
(c)
On or
