EXHIBIT A
4: STOCK PURCHASE AND TRANSFER AGREEMENT
6: THIS AGREEMENT entered into this 30th day of August, 2000, by and between
7: Xxxxxxx X. Fine, and/or his assigns (hereby referred to as "Buyer") and
8: Generale de Sante International Ltd., (hereinafter referred to as "Seller").
10: WHEREAS, Buyer and Seller each own shares of the outstanding common
11: stock of First Medical Group, Inc., a Delaware corporation (hereinafter
12: referred to as "FMG");
13: WHEREAS, as the result of a transaction entered into by FMG and AMCMC
14:Acquisition Corp., a British Virgin Ls6nds corporation (hereinafter referred
15: to as "AMCMC") substantially all of the assets of FMG were sold to AMCMC,
16: (hereinafter referred to as the "Transaction");
18: WHEREAS, as the result of the Transaction, FMG does not have any
19: business operations and is left with limited assets and substantial
20: liabilities,
21: WHEREAS, Buyer intends to investigate and initiate litigaiton on behalf
22: of FMG and/or its minority shareholders in connection with the Transaction
23: and Buyer is seeking the support of minority shareholders of FMG;
25: WHEREAS, Buyer will advance and incur substantial costs and expenses
26: in connection with investigating and prosecuting such litigation on behalf
27: of FMG and/or its minority shareholders;
29: WHEREAS, the outstanding publicly traded common stock of FMG has
30: been delisted and the latest available quote for the stock is $0.062
31: per share as of the date of this Agreement; and
33: WHEREAS Seller desires to sell to Buyer and Buyer desires to purchase
34: from seller all of the common stock of FMG owned by Seller on the terms
35: and conditions set forth below.
36: NOW THEREFORE, for good and valuable consideration, Seller and
37: Buyer agree as follows:
39: I . The above recitals are true and correct and are incorporated herein by
40: reference.
42: 2. Seller hereby sells, assigns and trsnsfers to Buyer all of Seller's
43: right, title and Interest in two million forty-seven thousand eight hundred
44: sixty (2,047,860) shares of common stock of FMG, representing any of Sellers
45: stock ownership in FMG, together with any other equity or debt securities of
46: FMG registered or beneficially owned or otherwise standing In the name of
47: Seller on the books of FMG (collectively referred to herein as the Shares).
48: Seller hereby irrevocably appoints Buyer as Seller's attorney and agent
49: to cause and effectuate the transfer of the Shares on the book of FMG so
50: that the shares may be registered in the name of Buyer with full power of
51: substitution in the premises. Seller will execute any documents reasonably
52: required by FMG's
54: stock transfer agent to accomplish the sale of such Shares to Buyer and the
55: registration Of such Shares in the n2me of Buyer on FMG's books
56: and records.
57: 3. Buyer shall pay Seller a pro rata percentage of thirty flve percent
58: (35%) of the net proceeds realized from any recovery obtained by Buyer
59: for or on behalf of FMG and/or its minority shareholders (comprised of
60: Buyer, Seller and others) in connection with any litigation initiated
61:and/or recovery obtained for or onbehalf of FMG and/or its minority
62: shareholders relating to the Transaction, or the sale of the remaining
63: corporation shell of FMG. The term "net proceeds" as used herein shall
64: mean the proceeds remaining after (a) payment of any costs, expenses
65: and attorneys' fee incurred by Buyer in connection with obtaining, benefit
66: for and/or credting any recovery, securing realization and/or common
67: benefit for or on behalf of FMG and/or its minority shareholders and (b)
68: payment to Buyer of reasonable compensation for Buyer's time, risk and
69: contribution in obtaining securing and/or creating any recovery,
70: realization and/or common benefit for or on behalf of FMG and/or
71: its minority shareholders.
72: IN WITNESS WHEREOF, the parties hereto have executed this
73: Agreement as of the day and year first set forth above.
Buyer: Seller:
Xxxxxxx X. Fine
Director
Director
EXHIBIT B
STOCK PURCHASE AND TRANSFER AGREEMENT
THIS AGREEMENT entered into this 12th day of January, 2001, by and
97: between Xxxxxxx X. Fine, and/or his assigns (hereinafter referred to as
98: "Buyer") and Xxxx Xxxxxx and Xxxxx Xxxxxx, his wife, hereinafter referred
99: to as "Seller").
100: WHEREAS, Buyer and Seller each own shares of the outstanding common
101: stock of First Medical Group, Inc., a Delaware corporation (hereinafter
102: referred to as "FMG");
103: WHEREAS, as the result of a transaction entered into by FMG and AMCMC
104: Acquisition Corp., a British Virgin Islands corporation (hereinafter
105: referred to as "AMCMC"), substantially all of the assets of FMG were sold
106: to AMCMC, (hereinafter referred to as the "Transaction");
108: WHEREAS, as the result of the Transaction, FMG does not have any business
109: operations and is left with limited assets and substantial liabilities;
111: WHEREAS, Buyer intends to investigate and initiate litigation on
112: behalf of FMG and/or its minority shareholders in connection with
113: the Transaction and Buyer is seeking the support of minority
114: shareholders of FMG;
115: WHEREAS, Buyer will advance and incur substantial costs and expenses in
116: connection with investigating and prosecuting such litigation on behalf of
117: FMG and/or its minority shareholders;
119: WHEREAS, the outstanding publicly traded common stock of FMG has been
120:delisted and the latest available quote for the stock is $0.062 per share as
121: of the date of this Agreement; and
123: WHEREAS Seller desires to sell to Buyer and Buyer desires to purchase from
124: Seller all of the common stock of FMG owned by Seller on the terms and
125: conditions set forth below.
126: NOW THEREFORE, for good and valuable consideration, Seller and Buyer
127: agree as follows:
The above recitals are true and correct and are incorporated herein by
130: reference.
132: 2. Seller hereby sells, assigns and transfers to Buyer all of Seller's
133: right, title and interest in four hundred fifty nine thousand six hundred
134: sixty four (459,664) shares of common stock of FMG, representing
135: all of Seller's stock ownership in FMG, together with any other equity
136: or debt securities of FMG registered or beneficially owned or otherwise
137: standing in the name of Seller on the books of FMG (collectively
138: referred to herein as the "Shares"). Seller hereby irrevocably appoints
139: Buyer as Seller's attorney and agent to cause and effectuate the transfer
140: of the Shares on the books of FMG so that the Shares may be registered
141: in the name of Buyer with full power of substitution in the premises.
142: Seller will execute any documents reasonably required by FMG's
144: stock transfer agent to accomplish the sale of such Shares to Buyer
145: and the registration of such Shares in the name of Buyer on FMG's
146: books and records.
147: 3. Buyer shall pay Seller a pro rata percentage of twenty five percent
148: (25%) of the net proceeds realized from any recovery obtained by Buyer
149: for or on behalf of FMG and/or its minority shareholders (comprised of
150: Buyer, Seller and others) in connection with any litigation initiated
151: and/or recovery obtained for or on behalf of FMG and/or its minority
152: shareholders relating to the Transaction, or the sale of the
153: corporate shell of FMG. The term "net proceeds" as used herein
154: shall mean the proceeds remaining after (a) payment of any costs,
155: expenses and attorneys' fees incurred by Buyer in connection with
156: obtaining, securing and/or creating any recovery, realization and/or
157: common benefit for or on behalf of FMG and/or its minority shareholders
158: and (b) payment to Buyer of reasonable compensation for Buyer's time,
159: risk and contribution in obtaining, securing and/or creating any
160: recovery, realization and/or common benefit for or on behalf of FMG
161: and/or its minority shareholders.
162:
163: IN WITNESS WHERE, the parties hereto have executed this
164: Agreement as of the day and year first set forth above.
Buyer: Seller:
Xxxxxxx X. Fine Xxxx Xxxxxx
Xxxxx Xxxxxx
EXHIBIT C
STOCK PURCHASE AND TRANSFER AGREEMENT
177: THS AGREEMENT entered into this 12th of January, 200 1, by and between
178: Xxxxxxx X. Fine, and/or his assigns (hereinafter referred to as "Buyer")
179: and Xxxxxxx X. Xxxxxx hereinafter referred to as "Seller").
181: WHEREAS, Buyer and Seller each own shares of the outstanding common
182: stock of First Medical Group, Inc., a Delaware corporation (hereinafter
183: referred to as "FMG");
184: WHEREAS, as the result of a transaction entered into by FMG and AMCMC
185: Acquisiton Corp., a British Virgin Islands corporation (hereinafter
186: referred to as "AMCMC"), substantially all of the assets of FMG were
187: sold to AMCMC, (hereinafter referred to as the "Transaction");
189: WHEREAS, as the result of the Transaction, FMG does not have any business
190: operations and is left with limited assets and substantial liabilities;
192: WHEREAS, Buyer intends to investigate and initiate litigation on
193: behalf of FMG and/or its minority shareholders in connection with
194: the Transaction and Buyer is seeking the support of minority
195: shareholders of FMG;
196: WHEREAS, Buyer will advance and incur substantial costs and
197: expenses in connection with investigating and prosecuting such
198: litigation on behalf of FMG and/or its minority shareholders;
200: WHEREAS, the outstanding publicly traded common stock of FMG
201:has been delisted and the latest available quote for the stock is
202:$0.062 per share as of date of this Agreement; and
204: WHEREAS Seller desires to sell to Buyer and Buyer desires to purchase
205: from Seller an of the common stock of FMG owned by Seller on the terms
206: and conditions set forth below.
207: NOW THEREFORE, for good and valuable consideration, Seller and
208: Buyer agree as follows:
210: The above recitals are true and correct and are incorporated herein by
211: reference.
213: 2. Seller hereby sells, assigns and transfers to Buyer all of Seller's
214: right, title and interest in two hundred thirt-y one thousand two
215: hundred twenty seven (231,227) shares of common stock of FMG,
216: representing all of Seller's stock ownership in FMG, together with
217: any other equity or debt securities of FMG registered or beneficially
218: owned or otherwise standing in the name of Seller on the books of FMG
219: of FMG (collectively referred to herein as the "Shares"). Seller hereby
220: irrevocably appoints Buyer as Seller's attorney and agent to cause and
221: effectuate the transfer of the Shares on the books of FMG so that the
222: Shares may be registered in the name of Buyer with full power of
223: substitution in the premises. Seller will execute any documents
224: reasonably required by FMG's
225: stock transfer agent to accomplish the sale of such Shares to Buyer and the
226: registration of such Shares in the name of Buyer on FMG's books
227: and records.
228:3. Buyer shall pay Seller a pro rata percentage of twenty five percent
229:(25%) of the net proceeds realized from any recovery obtained by Buyer
230: for or on behalf of FMG and/or its minority shareholders (comprised of
231: Buyer, Seller and others) in connection with any litigation initiated
232: and/or recovery obtained for or on behalf of FMG and/or its minority
233: shareholders relating to the Transaction or the sale of the remaining
234: corporate shell of FMG. The term "net proceeds" as used herein shall
235: mean the proceeds remaining after (a) payment of any costs, expenses
236: and attorney's fees incurred by Buyer in connection with obtaining,
237: securing and/or creating any realization and/or common benefit for
238: or on behalf of FMG and/or its minority shareholders; and (b) payment
239: to Buyer of reasonable compemation for Buyer's time, risk and
240: contribution in obtaining, securing and/or creating any recovery,
241: realization and/or common benefit for or on behalf, of FMG and/or
242: its minority shareholders.
243: IN WITNESS WHEREOF, the parties hereto have executed this Agreement
244: as of the day and year first set forth above-
Buyer: Seller-.
Xxxxxxx X. Fine Xxxxxxx Xxxxxx
253:
