STOCK PURCHASE AGREEMENT
Exhibit 1
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 23, 2011, by and
among Strategic Turnaround Equity Partners, L.P. (Cayman), a Cayman Islands limited partnership
(“STEP”), Xxxxx X. Xxxxxxxx (“Xxxxxxxx”), Xxxx X. Xxxxxx (“Xxxxxx”), RexonGalloway Capital Growth,
a New Jersey limited liability company (“RexonGalloway”), Jacombs Investments, Inc., a Delaware
corporation (“Jacombs Investments”), FBR, Inc., a New York corporation (“FBR”) (each of the
foregoing parties, a “Seller”; and collectively, the “Sellers”), Xxxxxx, as the Sellers’
Representative (as defined in Section 10.1 hereof), and St. Xxxxxx Investments, LLC, an Illinois
limited liability company (the “Buyer”).
RECITALS
WHEREAS, STEP owns 464,679 shares of common stock of United American Healthcare Corporation, a
Michigan corporation (the “Company”);
WHEREAS, Xxxxxxxx owns, through his Individual Retirement Account, 299,385 shares of common
stock of the Company;
WHEREAS, Xxxxxx owns 4,350 shares of common stock of the Company;
WHEREAS, RexonGalloway owns 2,930 shares of common stock of the Company;
WHEREAS, Jacombs Investments owns 1,757 shares of common stock of the Company;
WHEREAS, FBR owns 1,050 shares of common stock of the Company;
WHEREAS, the Sellers in the aggregate own 774,151 shares of common stock of the Company (such
shares, the “Shares”);
WHEREAS, the Sellers, Buyer and others have entered on the date hereof into a Reimbursement
Agreement and Mutual Release (the “Reimbursement Agreement”); and
WHEREAS, in connection with the settlement contemplated in the Reimbursement Agreement, each
Seller desires to sell to Buyer, and Buyer desires to purchase from such Seller, all of the shares
of common stock of the Company owned by such Seller, as set forth in the foregoing recitals, on the
terms and subject to the conditions set forth herein;
NOW, THEREFORE, for and in consideration of the premises and the respective covenants,
agreements, representations and warranties herein contained, the parties hereto agree as follows:
SECTION 1. PURCHASE AND SALE OF SHARES.
1.1. Purchase and Sale. Subject to the terms and conditions set forth herein, on the Closing
Date (as defined in Section 2.1 hereof), each Seller shall sell and assign to Buyer, and Buyer
shall purchase from such Seller, all of the Shares owned by such Seller, as set forth above
in the recitals hereto. Each Seller acknowledges that such Shares constitute all of the
Shares owned by such Seller.
1.2. Purchase Price. The purchase price for the sale of the Shares by the Sellers to Buyer is
$0.20112 per Share. The aggregate Purchase Price to be paid by Buyer to the Sellers’
Representative on behalf of Sellers for the Shares is $155,697.25 (the “Purchase Price”), payable
as provided in Section 2.1.
SECTION 2. CLOSING.
2.1. Place, Date and Time. The Closing of the purchase and sale of the Shares (the “Closing”)
will occur simultaneously with the closing of the Reimbursement Agreement, provided that all of the
conditions set forth in Sections 6, 7 and 8 hereof have been satisfied or waived, or at such other
time and on such other date as may be mutually agreed upon in writing by Buyer and the Sellers’
Representative (such time and date of the Closing fixed in or pursuant to the provisions of this
Section 2.1 being referred to herein as the “Closing Date”).
2.2. Payment for Shares. At the Closing, subject to the satisfaction or waiver of the
conditions precedent contained in Sections 6, 7 and 8 hereof, the Sellers’ Representative shall
deliver to Buyer, free and clear of all liens, pledges, claims and other encumbrances, all 774,151
Shares, either electronically to an account designated by Buyer or in certificated form, with the
certificates duly endorsed to Buyer or with duly executed separate stock powers in favor of Buyer
attached thereto, against the payment of the Purchase Price by Buyer. The Purchase Price shall be
paid at the Closing by wire transfer of immediately available funds to the bank account of the
Sellers’ Representative designated in writing by the Sellers’ Representative to Buyer prior to the
Closing. Upon receipt of the Purchase Price from Buyer, the Sellers’ Representative shall
distribute the Purchase Price to the Sellers in proportion to their Shares.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF SELLERS.
Each Seller hereby represents and warrants to Buyer as follows, knowing and intending that
Buyer is relying on the following representations and warranties in executing this Agreement:
3.1 Binding Obligations. Assuming due execution by each party thereto other than such Seller,
this Agreement constitutes, and the instruments and documents to be executed by such Seller
pursuant hereto, upon execution and delivery thereof, will constitute, the legal, valid and binding
obligations of such Seller, enforceable against him or it in accordance with their respective
terms.
3.2 Title to the Shares. Such Seller is the legal and beneficial owner of the Shares that are
specified as owned by such Seller in the recitals hereto, free and clear of all liens, claims,
charges and encumbrances. No Seller, and no principal, Affiliate (as defined in the next sentence)
or associate of any Seller, owns, directly or indirectly, beneficially or otherwise, any shares of
common stock of the Company other than the Shares. An “Affiliate” with respect to a specified
person means (y) any person that directly, or indirectly through one or more
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intermediaries,
controls or is controlled by, or is under common control with, the specified person and (z) any
family member, including any parent, sibling or child, of the specified person.
3.3 Representations and Warranties of STEP, Xxxxxxxx and Xxxxxx. STEP, Xxxxxxxx and Xxxxxx,
on behalf of themselves, acknowledge that they are financially sophisticated and knowledgeable
about the Company, its business and affairs, its management and its prospects, and on behalf of
themselves and the other Sellers, acknowledge that they have had the opportunity to inquire of the
Company regarding its business and financial prospects.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF BUYER.
Buyer hereby represents and warrants to the Sellers, knowing and intending that the Sellers
are relying on the following representations and warranties in executing this Agreement that,
assuming due execution thereof by each party thereto other than Buyer, this Agreement constitutes,
and the instruments and documents to be executed by Buyer pursuant hereto, upon execution and
delivery thereof, will constitute, valid and binding contracts of Buyer, enforceable against it in
accordance with their respective terms.
SECTION 5. COVENANTS OF SELLERS.
Each Seller covenants and agrees to use his or its best efforts to cause all of the conditions
precedent to the obligations of Buyer under this Agreement to be satisfied on or prior to the
Closing Date.
SECTION 6. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER.
The obligations of Buyer hereunder are subject to the satisfaction, on or prior to the Closing
Date, of all of the following conditions, compliance with which or the occurrence of which may be
waived in whole or in part by Buyer in writing:
6.1. Representations, Warranties and Covenants. All representations and warranties made by
Sellers in this Agreement shall have been true and correct as of the date hereof and shall be true
and correct as of the Closing Date as if made as of the Closing Date, and Sellers shall have
performed and complied with all covenants and agreements that Sellers are required by this
Agreement to perform or comply with prior to the Closing Date.
6.2. Transfer of the Shares. All of the certificates for the Shares shall have been delivered
for transfer to Buyer on the Closing Date, duly endorsed by Sellers to Buyer or with duly executed
stock powers in favor of Buyer attached, free and clear of all liens, encumbrances, charges,
assessments and adverse claims.
SECTION 7. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLERS.
The obligations of Sellers hereunder are subject to the satisfaction, on or prior to the
Closing Date, of each of the following conditions, compliance with which or the occurrence of which
may be waived in whole or in part by the Sellers Representative in writing:
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7.1. Representations, Warranties and Covenants. All representations and warranties made by
Buyer in this Agreement shall have been true and correct as of the date hereof and shall be true
and correct as of the Closing Date as if made on the Closing Date, and
Buyer shall have performed and complied with all covenants and agreements that Buyer is
required by this Agreement to perform or comply with or satisfy prior to or on the Closing Date.
7.2. Delivery of Purchase Price. Buyer shall have tendered to the Sellers Representative, at
the Closing, the Purchase Price, in the form described in Section 2.2 hereof.
SECTION 8. CONDITIONS PRECEDENT TO OBLIGATIONS OF BOTH PARTIES.
The obligations of Buyer and Sellers hereunder are each subject to the satisfaction, as of the
Closing Date, of each of the following conditions, compliance with which or the occurrence of which
may be waived in whole or in part by Buyer and the Sellers’ Representative in writing.
8.1. Reimbursement Agreement. The Reimbursement Agreement shall have been executed.
8.2. No Injunction, Etc. There shall not be in effect any preliminary or permanent injunction
or other order issued by any federal or state court of competent jurisdiction in the United States
or by any United States federal or state governmental or regulatory body, or any statute, rule,
regulation or executive order promulgated or enacted by any United States federal or state
governmental authority after the date of this Agreement, which prohibits the consummation of the
transactions contemplated hereby.
8.3. Other Legal Action. No governmental agency or body or other person shall have instituted
or notified the Company, either party hereto or any of their affiliates of its intention or threat
to institute any suit, action or legal or administrative proceeding to restrain, enjoin or
otherwise question the validity or legality of the transactions contemplated by this Agreement.
SECTION 9. NOTICES.
All notices, requests, demands and other communications under this Agreement shall be in
writing and shall be deemed to have been duly given on the date of delivery if personally delivered
to the party to whom notice is to be given, or on the third business day after mailing if mailed to
the party to whom notice is to be given by registered or certified mail, return receipt requested,
postage prepaid, and properly addressed as follows:
If to Buyer: | St. Xxxxxx Investments, LLC | |||
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000 | ||||
Xxxxxxx, XX 00000 | ||||
Facsimile No.: (000) 000-0000 | ||||
Attention: Xxxx X. Xxxx | ||||
With a copy to: | Xxxx X. Xxxxx | |||
Xxxxxxx & Xxxx LLP | ||||
000 X. Xxxxxxxxx Xxxxx, Xxxxx 0000 |
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Xxxxxxx, XX 00000 | ||||
Facsimile No.: (000) 000-0000 | ||||
If to any Seller: | Xxxxxxxx Capital Management LLC | |||
000 Xxxxx Xxxxxx, 00xx Xxxxx | ||||
Xxx Xxxx, XX 00000 | ||||
Facsimile No.: (000) 000-0000 | ||||
With a copy to: | Xxxxxx X. Xxxxxxx | |||
Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP | ||||
Park Avenue Tower | ||||
00 Xxxx 00xx Xxxxxx | ||||
Xxx Xxxx, XX 00000 | ||||
Facsimile No.: (000) 000-0000 |
Any party may change his address for purposes of this Section 9 by giving the other party notice of
the new address in the manner set forth above.
SECTION 10. SELLERS’ REPRESENTATIVE.
10.1. Appointment. Each Seller constitutes and appoints the person or entity identified as
the Sellers’ Representative in the preamble hereto as its representative (the “Sellers’
Representative”) and its true and lawful attorney in fact, with full power and authority in its
name and on its behalf:
(a) to act on such Seller’s behalf in the absolute discretion of Sellers’ Representative with
respect to all matters relating to this Agreement, including execution and delivery of any
amendment, supplement, or modification of this Agreement and any waiver of any claim or right
arising out of this Agreement, and including receipt of delivery of the Purchase Price from the
Buyer; and
(b) in general, to do all things and to perform all acts, including executing and delivering
all agreements, certificates, receipts, instructions, and other instruments contemplated by or
deemed advisable to effectuate the provisions of this Section 10.
This appointment and grant of power and authority is coupled with an interest and is in
consideration of the mutual covenants made in this Agreement and is irrevocable and will not be
terminated by any act of any Seller or by operation of law, whether by the death or incapacity of
any Seller or by the occurrence of any other event. Each Seller hereby consents to the taking of
any and all actions and the making of any decisions required or permitted to be taken or made by
Sellers’ Representative pursuant to this Section 10. Each Seller agrees that Sellers’
Representative shall have no obligation or liability to any person for any action taken or omitted
by Sellers’ Representative in good faith, and each Seller shall indemnify and hold harmless
Sellers’ Representative from, and shall pay to Sellers’ Representative the amount of, or reimburse
Sellers’ Representative for, any loss that Sellers’ Representative may suffer, sustain, or become
subject to as a result of any such action or omission by Sellers’ Representative under this
Agreement.
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10.2. Buyer’s Reliance. Buyer shall be entitled to rely upon any document or other paper
delivered by Sellers’ Representative as being authorized by Sellers, and Buyer shall not be liable
to any Seller for any action taken or omitted to be taken by Buyer based on such reliance.
SECTION 11. MISCELLANEOUS.
11.1. Headings. The subject headings contained in this Agreement are included for purposes of
convenience only, and shall not affect the construction or interpretation of any of its provisions.
11.2. Entire Agreement; Amendments; Waiver. This Agreement constitutes the entire agreement
between the parties pertaining to the subject matter hereof and supersedes any prior agreements,
representations and understandings of the parties. There are no representations or warranties made
in connection with the sale of the Shares except those expressly set forth herein. No supplement,
modification or amendment to this Agreement shall be binding unless executed in writing by each of
the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute
a continuing waiver. No waiver shall be binding unless executed in writing by the party making the
waiver.
11.3. Survival of Representations, Warranties and Covenants. All representations, warranties
and covenants contained in this Agreement shall survive the Closing for all purposes.
11.4. Counterparts. This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which shall constitute one and
the same instrument.
11.5. Parties in Interest; Assignment, Etc. This Agreement shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and assigns. Neither
this Agreement nor any of the rights herein shall be assigned by Buyer or any Seller without the
consent of the other. No such assignment shall relieve the assignor of any of his obligations
under this Agreement.
11.6. Exclusive Benefits. Nothing in this Agreement is intended to confer, either expressly
or by implication, any rights or remedies on any persons other than the parties hereto and their
respective successors and assigns.
11.7. Governing Law. This Agreement shall be construed in accordance with and governed by the
laws of the State of Illinois.
[Signature Page Follows.]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.
SELLERS: | ||||||
STRATEGIC TURNAROUND EQUITY PARTNERS, L.P. (CAYMAN) | ||||||
By: | Xxxxxxxx Capital Management LLC, its General Partner |
|||||
By: | /s/ Xxxx Xxxxxx | |||||
Name: | Xxxx Xxxxxx | |||||
Title: | Managing Member | |||||
/s/ Xxxxx X. Xxxxxxxx | ||||||
Xxxxx X. Xxxxxxxx | ||||||
/s/ Xxxx X. Xxxxxx | ||||||
Xxxx X. Xxxxxx | ||||||
REXONGALLOWAY CAPITAL GROWTH, LLC | ||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||
Name: | Xxxxx X. Xxxxxxxx | |||||
Title: | Member | |||||
JACOMBS INVESTMENTS, INC. | ||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||
Name: | Xxxxx X. Xxxxxxxx | |||||
Title: | President | |||||
FBR, INC. | ||||||
By: | /s/ Xxxx X. Xxxxxx | |||||
Name: | Xxxx X. Xxxxxx | |||||
Title: | President | |||||
SELLERS’ REPRESENTATIVE: | ||||||
/s/ Xxxx X. Xxxxxx | ||||||
Xxxx X. Xxxxxx |
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BUYER: | ||||||
ST. XXXXXX INVESTMENTS, LLC | ||||||
By: | Fife Trading, Inc., its Manager | |||||
By: | /s/ Xxxx X. Xxxx | |||||
Name: | Xxxx X. Xxxx | |||||
Title: | President |
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