STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (the
"Agreement") dated October 15, 2009 is by and among IntelaSight,
Inc., a Washington corporation (hereinafter the "Buyer") and Ian
Quinn and Kevin Liggins (hereinafter collectively, the "Sellers"),
who are the majority stockholders of Iveda Corporation, fka Charmed
Homes Inc., a Nevada corporation (hereinafter the
"Company").
This Agreement sets forth the terms
and conditions upon which the Sellers are selling to the Buyer, and
the Buyer is purchasing from the Sellers, 5,000,000 shares of
common stock, par value $0.00001 per share, representing 74.73% of
the issued and outstanding shares of capital stock of the Company
(hereinafter the "Shares").
In
consideration of the mutual agreement contained herein, the parties
hereby agree as follows:
I. SALE OF THE
SHARES.
1.01
Shares being Sold . Subject to the terms and
conditions of this Agreement, the Sellers are selling, assigning,
and delivering the Shares to the Buyer at the closing provided for
in Section 1.03 hereof (the "Closing"), free and clear of all
liens, charges, or encumbrances of whatsoever nature.
1.02
Consideration . The Buyer is delivering to the
Sellers $200,000 in certified funds, official bank check or wired
funds, of which $50,000 will be paid at the Closing. The remaining
is made payable in three $50,000 installments due three months, six
months and nine months post-Closing.
1.03
Closing . The Closing of the transactions
provided for in Section 1.04 and 1.05 shall take place at 60 Mount
Kidd Point S.E, Calgary, AB T2Z 3C5 simultaneously with the
execution and delivery of this Agreement.
1.04
Delivery by the Sellers . At the Closing, the
Sellers shall deliver to the Buyer (i) certificates representing
the Shares, endorsed in blank and otherwise in form acceptable for
transfer on the books of the Company, with all necessary transfer
tax stamps attached, and (ii) all contracts, books, and records of
the Company not previously delivered.
1.05
Delivery by the Buyer . At the Closing the Buyer
is delivering to the Seller the payment provided for in Section
1.02 hereof.
II. RELATED
TRANSACTIONS.
2.01
Finder . Sellers and Buyer acknowledge that there
are no finders with respect to the transaction contemplated
herein.
2.02
Appointment of Escrow Agent . At the Closing,
Securities Transfer Corp. shall be appointed escrow agent of the
said shares until payment is received in full.
III. REPRESENTATIONS AND WARRANTIES
BY THE SELLERS.
The Sellers
hereby jointly and severally represent and warrant as
follows:
3.01
Organization, Capitalization, etc.
(a)
The Company is a corporation duly organized, validly
existing, and in good standing under the laws of the state of
Nevada, is qualified in no other state, and is not required to be
qualified to do business in any other state or foreign
jurisdiction.
(b) The
authorized capital stock of the Company consists of 200,000,000
shares, par value $0.00001 per share, divided into 100,000,000
shares of common stock, 6,690,000 of which are validly issued and
outstanding, fully paid and nonassessable, and 100,000,000 shares
of preferred stock, none of which have been issued. All
of the Shares owned by the Sellers are owned free and clear of any
liens, claims, options, charges, or encumbrances of whatsoever
nature. The Sellers have the unqualified right to sell,
assign, and deliver the Shares, and, upon consummation of the
transactions contemplated by this Agreement, the Buyer will acquire
good and valid title to the Shares, free and clear of all liens,
claims, options, charges, and encumbrances of whatsoever
nature. The Buyer acknowledges that the Shares being
acquired from the Sellers are restricted securities as that term is
defined in Rule 144 of the Securities Act of 1933, as amended (the
"Act"). No other stock or other securities of any kind
whatsoever are issued or outstanding, including, without
limitation, bonds, debentures, or any other debt security; phantom
stock, options, rights, or warrants to purchase or subscribe for,
or any commitment or obligation of any kind to issue, any stock or
securities of the Company; or securities convertible into stock of
the Company. There are no declared or accrued and unpaid
dividends.
(c) The
Company has the corporate power and authority to carry on its
business as presently conducted.
3.02
Authority . The shareholders and the Board of
Directors of the Company have each duly authorized the execution of
this Agreement and the consummation of the transactions
contemplated herein. The Company has the full power and
authority to execute, deliver and perform this Agreement, and this
Agreement is a legal, valid and binding obligation of the Company,
and is enforceable in accordance with its terms.
3.03
Title to Shares; Power to Transfer . Each Seller
has and will deliver to Buyer at Closing good and marketable title
to his Shares free and clear of all security interests, financing
statements, pledges, liens, conditional sales agreements,
encumbrances, charges, proxies, agreements among shareholders,
claims, third-party interests, restrictions, qualifications,
limitations or rights of any kind and will have at Closing, the
right, power and authority to transfer his Shares without breach or
default with respect to any contract, agreement, commitment, or
undertaking by which such Seller, the Company or the Shares are
bound. The shares of common stock sold to Buyer shall represent
74.73% of the outstanding and issued shares of common stock on a
fully diluted basis.
3.04
No Violation . Neither the execution and delivery
of this Agreement nor the consummation of the transactions
contemplated hereby will constitute a violation or default under
any term or provision of the Articles of Incorporation or Bylaws of
the Company, or of any contract, commitment, indenture, other
agreement or restriction of any kind or character to which the
Company or any of the Sellers is a party or by which the Company or
any of the Sellers is bound. No contract, agreement, commitment, or
undertaking, either oral or written, or judgment, order, writ,
injunction or decree exists that in any other manner restricts,
limits, or affects the execution, delivery or performance of this
Agreement, the transferability of the Shares, or the business or
assets of the Company.
3.05
Financial Statements . The Sellers have delivered
to the Buyer the balance sheet of the Company as at April 30, 2009
as reviewed by Manning Elliott. That balance sheet is
true and correct and a fair and accurate presentation of the
financial condition and assets and liabilities (whether accrued,
absolute, contingent, or otherwise) of the Company as of the date
thereof in accordance with generally accepted principals of
accounting applied on a consistent basis.
3.06
Tax Returns . The Company has duly filed all tax
reports and returns required to be filed by it and has fully paid
all taxes and other charges claimed to be due from it by federal,
state, or local taxing authorities (including without limitation
those due in respect of its properties, income, franchises,
licenses, sales, and payrolls); there are not liens upon any of the
Company's property or assets; there are not now any pending
questions relating to, or claims asserted for, taxes or assessments
asserted against the Company.
3.07
Title to Properties; Encumbrances . The Company
has good and marketable title to all of its assets, real and
personal, tangible and intangible, including without limitation the
properties and assets reflected in the April 30, 2009, balance
sheet of the Company. All such assets reflected in that
balance sheet have a fair market or realizable value at least equal
to the value thereof as reflected upon the balance sheet, and they
are subject to no mortgage, pledge, lien, conditional sale
agreement, encumbrance, or charge of whatsoever nature.
3.08
Accounts Receivable . All accounts receivable of
the Company, whether reflected in the Company's April 30, 2009
balance sheet or otherwise, represent sales actually made in the
ordinary course of business and the reserve for uncollectibility of
receivables as reflected in the aforesaid balance sheet is adequate
and was calculated in a way consistent with past
practice. There are not now any questions,
controversies, or disputes relating to any accounts receivable of
the Company.
3.09
Undisclosed Liabilities . Except to the extent
reflected or reserved against in the April 30, 2009, balance sheet
of the Company, the Company as of that date had no liabilities or
obligations of any nature, where absolute, accrued,
conti
