AGREEMENT

This AGREEMENT (the “Agreement”) is made as of the 29th day of December, 2008, by and between:

Van Clayton A. Pagaduan, a businessman having an address for notice and delivery located at JB 174, KM 4, Central Pico, La Trinidad, Benguet, Philippines  2601

(the “Seller”)

And

Alan Goh, a businessman having an address for notice and delivery located at Apt. Blk. 151 Ang Mo Kio Ave. 5, #09-3040, Singapore  560151

(the “Purchaser”).

FIRST, Seller is the owners of an aggregate of 1,200,000 shares (the “Shares”) of common stock of Ultra Care, Inc., a Nevada corporation (“ULCA”, or the “Company”).

 

SECOND, Seller desires to sell the Shares to the Purchaser on the terms and conditions provided for in this Agreement.

 

THRID, Purchaser desires to purchase the Shares from the Seller on the terms and conditions provided for in this Agreement.

 

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

 

 

1.01           Shares being Sold.  Subject to the terms and conditions of this Agreement, the Seller is selling, assigning, and delivering the Shares to the Purchaser 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 Seller acknowledges that Purchaser is purchasing the Shares for an aggregate consideration of US$60,000, which shall be delivered to Escrow Agent as set forth in Paragraph 1.04 below.

1.03           Closing.  The Closing of the transactions provided for in this Agreement is taking place on or before January 15, 2009 and no sooner than after the tenth day after the filing of a Schedule 14F with the SEC on EDGAR.

 

1.04           Escrow.  The Purchaser will deliver to Devlin Jensen, Barristers & Solicitors, to the attention of Michael Shannon, as escrow agent (the “Escrow Agent”), US$60,000 for the purchase of the Shares.  Concurrently therewith the Seller will deliver to Escrow Agent duly endorsed stock certificate(s) representing 1,200,000 “restricted” shares of common stock (the “Shares”).  Upon receipt of the aforementioned from both parties, Escrow Agent will deliver the Shares to Purchaser and Escrow Agent will deliver the US$60,000, less any agreed Escrow Agent fees, to Seller in accordance with its instructions at the Closing.  In the event either party fails to deposit their respective money and Shares by January 9, 2009, this agreement will terminate.

 

The Seller hereby represents and warrants to the Purchaser that to the best of the Seller’s knowledge, with the intent that the Purchaser will rely on these representations and warranties in entering into this Agreement, and in concluding the purchase and sale contemplated by this Agreement, that:

 

2.01           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, and is qualified in no other state.

 

(b)  The authorized capital stock of the Company consists of 50,000,000 shares of common stock with a par value of $0.001 per share.  As of the date of this Agreement, 1,960,000 common shares are validly issued and outstanding, fully paid and non-assessable.  There are no outstanding options or other agreements of any nature whatsoever relating to the issuance by the Company of any shares of its capital stock.

 

(c)  The Company has the corporate power and authority to carry on its business as presently conducted.

2.02           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 the Seller is a party or by which the Company or the Seller is bound.

 

2.03           Authority.   The Seller has the power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.  This Agreement has been duly executed and delivered by the Seller and constitutes a valid and binding instrument, enforceable in accordance with its terms.

 

2.04           Title to the Shares.  The Seller is the sole legal and beneficial owner of the Shares in ULCA and has good and marketable title thereto.  All of the Shares owned by the Seller are owned free and clear of any liens, claims, options, charges, or encumbrances of whatsoever nature.  The Seller has the unqualified right to sell, assign, and deliver the Shares, and, upon consummation of the transactions contemplated by this Agreement, the Purchaser will acquire good and valid title to the Shares, free and clear of all liens, claims, options, charges, and encumbrances of whatsoever nature.  The Purchaser acknowledges that the Shares being acquired from the Seller are restricted securities so that such Shares will have trading restrictions.

 

2.05           Control Shares.  The Certificates representing the Shares delivered pursuant to this Agreement are owned by affiliates of the Company and accordingly are restricted securities as that term is defined in Rule 144 of the Securities Act of 1933 (the “Act”).  As such, upon transfer of the Shares to the Purchaser, the Purchaser will begin a new holding period as set forth in Rule 144 and the Shares may not be resold without registration or pursuant to an exemption from registration for the holding period set forth in Rule 144.  Accordingly, certificates issued to the Purchaser will contain an appropriate restrictive legend.

 

2.06           Undisclosed Liabilities.  Except to the extent reflected in the balance sheet of the Company, the Company, as of that date, had no liabilities or obligations of any nature, whether absolute, accrued, contingent, or otherwise and whether due or to become due.  Further, the Seller does not know or has no reasonable ground to know of any basis for the assertion against the Company of any liability or obligation as of October 31, 2008, of any nature or in any amount not fully reflected or reserved against in the financial statements.

2.07           No Liabilities at Closing.  The Company will not have any outstanding liabilities at Closing and the Seller agrees to satisfy all outstanding liabilities of the Company prior to Closing.

 

2.08           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 no 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.

 

2.09           Title to Properties; Encumbrances.  The Company has good and marketable title to all of its properties and assets, real and personal, tangible and intangible.

 

2.10           No Claims; Indemnity.  There are currently no claims or lawsuits threatened or pending against the Company or the Seller as the owner of its shares, and the Seller is unaware of any conditions or circumstances that would lead to or justify the filing of any claim or lawsuit.  If, after the consummation of this transaction and the transfer of the Shares from the Seller to the Purchaser any claim or lawsuit shall be filed against ULCA or the Purchaser (as the owner of the Shares), arising out of any circumstances whatsoever prior to transfer of the shares, the Seller shall defend, indemnify and hold the Purchaser harmless from and against any and all such claims or lawsuits or any awards or judgments granted thereunder.

 

The Purchaser hereby represents and warrants to the Seller that to the best of the Purchaser’s knowledge, with the intent that the Seller will rely on these representations and warranties in entering into this Agreement, and in concluding the purchase and sale contemplated by this Agreement, that:

 

3.01           Representations Regarding the Acquisition of the Shares.

 

(a)  The undersigned Purchaser understands that the SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR FOREIGN SECURITIES AGENCIES;

(b)  The Purchaser is not an underwriter and is acquiring the Seller’s Shares solely for investment for the account of the Purchaser and not with a view to, or for, resale in connection with any distribution within the meaning of the federal securities act, the state securities acts or any other applicable laws;

 

(c)  The Purchaser understands the speculative nature and risks of investments associated with the Company and confirms that the Shares are suitable and consistent with his investment program and that his financial position enables him to bear the risks of this investment;

 

3.02           Authority.  The Purchaser has the power and authority to execute and deliver this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated hereby.  This Agreement has been duly executed and delivered by the Purchaser and constitutes a valid and binding instrument, enforceable in accordance with its terms.

 

3.03           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 any contract, commitment, indenture, other agreement or restriction of any kind or character to which the Purchaser is a party or by which the Purchaser is bound.

 

3.04           Rule 144 Restriction.  The Purchaser hereby agrees that such shares are restricted pursuant to Rule 144 and therefore subject to Rule 144 resale requirements.

 

4.01           Survival of Representations.  All representations, warranties, and agreements made by any party in this Agreement or pursuant hereto shall survive the execution and delivery hereof for a period of one (1) year from and after the Closing.

 

4.02           Indemnification.  The Seller agrees to indemnify the Purchaser and hold him harmless from and in respect of any assessment, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees) in excess of $5,000.00 in the aggregate, imposed upon or incurred by the Purchaser resulting from a breach of any agreement, representation, or warranty of the Seller.  Assertion by a party to their right to indemnification under this Section 4.02 shall not preclude the assertion by the parties of any other rights or the seeking of any other remedies against the opposing party.

 

5.01           Expenses.  All fees and expenses incurred by the Purchaser and the Seller in connection with the transactions contemplated by this Agreement shall be borne by the respective parties hereto.

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the Seller and the Purchaser, on the date first above written.