EXHIBIT 10.2
FHHS, LLC,
a Michigan Limited Liability Company
PURCHASE AGREEMENT
This Purchase Agreement (this "Agreement") is made as of July 1, 2005, by
and between HOME CARE PARTNERS, LLC, a Michigan limited liability company with
offices at 000 X. Xxx Xxxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000 ("Seller")
and FAMILY HOME HEALTH SERVICES, INC., a Nevada corporation with offices at 000
X. Xxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000 ("Buyer").
RECITALS
A. Seller wishes to sell to Buyer all of its interest in those One
Thousand (1,000) issued and outstanding Units ("Units") of FHHS, LLC, a Michigan
limited liability company, (the "Company") beneficially owned by it.
B. Buyer wishes to purchase such Units from Seller on the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration for the mutual promises contained herein,
and other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Sale of Stock. At the Closing, Seller shall sell to Buyer, and Buyer shall
purchase from Seller, all of Seller's interest in and to the One Thousand
(1,000) issued and outstanding Units of the Company owned beneficially or of
record by Seller as set forth on Schedule A (the "Units"). At the Closing,
Seller shall deliver to Couzens, Lansky, Fealk, Ellis, Xxxxxx & Xxxxx, PC
("Escrow Agent") all of the written evidence representing the Units, endorsed in
blank or otherwise in transferable form satisfactory to counsel for Buyer.
Seller shall retain a first secured position in the Units pursuant to a Pledge
Agreement and an Escrow Agreement substantially identical to Exhibits 1 and 2,
respectively, attached hereto, to secure Seller's rights hereunder.
Purchase Price. As consideration for the purchase of the Units and other
obligations of Seller hereunder, Buyer shall deliver to each of the Seller Four
Hundred Fifty Thousand Dollars ($450,000.00) by a cashier's or certified check
payable as follows: Thirty-three Thousand, Five Hundred forty-nine and 48/100
dollars ($33,549.48) at the closing and Thirty-three Thousand, Four Hundred
seventy-five and 46/100 dollars ($33,475.46) on the first day of each calendar
month thereafter until paid in full, which balance shall bear interest at the
Interest Rate. "Interest Rate" shall mean that annual rate of interest equal to
the greater of (1) the minimum interest rate per annum pursuant to Section
1274(d) of the Internal Revenue Code of 1986, as amended, necessary to avoid
imputed interest; or (2) the lesser of: (a) the maximum lawful rate; or (b)
eight percent (8%) per annum. An Amortization Schedule is attached as Exhibit 3.
This obligation shall be evidenced by a Secured Promissory substantially
identical to Exhibit 4 attached hereto.
2. Closing and Consideration. The Closing of the transactions provided herein
(the "Closing") shall take place on or before June 10, 2005 (the "Closing
Date"). The Closing shall take place at the offices of Couzens, Lansky, Fealk,
Ellis, Xxxxxx & Xxxxx, P.C., Farmington Hills, Michigan, and shall be effective
as of the opening of business on the Closing Date.
3. Representations and Warranties of Seller and Xxxxxxx Xxxxxx. Seller, and in
consideration of the sum of one dollar and other valuable consideration paid to
Xxxxxxx Xxxxxx, which consideration is hereby acknowledged and confessed as
adequate by Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxx hereby represents and warrants to
Buyer as follows:
3.1. Organization. Seller is a limited liability company duly organized,
validly existing, and in good standing under the laws of the State of Michigan,
has full power and authority to own all of its property and assets and to carry
on its business as it is now being conducted, and is duly qualified to do
business and is in good standing in all jurisdictions where the ownership or
leasing of property by it or the
conduct of its business requires it to be so qualified. Seller shall deliver to
Buyer true, complete, and correct copies of (i) the Articles of Organization of
the Company, as amended to date, and (ii) the Operating Agreement of the
Company, as amended to date, if any (collectively the Company's "Governing
Documents").
3.2. Authorization of Agreement. The execution and delivery of this
Agreement and the performance of the transactions contemplated hereby have been
duly and validly authorized by the Seller, and all action by the Seller
necessary for the authorization and consummation of the transactions
contemplated hereby has been taken.
3.3. Valid and Binding Agreement. This Agreement has been validly executed
and delivered by and constitutes a valid and binding obligation of the Seller
enforceable in accordance with its terms.
3.4. Ownership of the Company. Seller owns beneficially and of record One
Thousand (1,000) of the Company's issued and outstanding Units, being fifty
percent (50%) of the Units of the Company issued and outstanding as of the date
hereof, as described on Annex A attached hereto, free and clear of liens,
claims, encumbrances, options, calls, equity interests, proxies, voting
agreements, trusts and other interests of any kind, other than the Company
Operating Agreement. By execution hereof, Seller and Company agree that the
members and the Company consent to this sale and waive any rights to acquire
such Units thereunder.
3.5. No Legal Obstacle to Agreement. To Seller's knowledge, the
execution, delivery, and performance of this Agreement, the consummation of any
transactions herein referred to or contemplated, and the fulfillment of the
terms hereof, do not and will not conflict with, or result in a breach or
violation of, or constitute a default under the Governing Documents of the
Seller or any applicable law or regulation or any judgment, order, or decree
binding upon Seller, or conflict with, or result in a breach or violation of, or
constitute a default in the performance, observance, or fulfillment of any
obligation, covenant, or condition contained in, or constitute, or, but for any
requirement of notice or lapse of time or both, would constitute, an event of
default by the Seller under any applicable lease, mortgage, or other contractual
obligation to which Seller is bound, or result in, or require, the creation or
imposition of any lien, charge, or encumbrance upon the assets of the Seller,
but subject to member and Company waiver of purchase rights for the Units under
the Operating Agreement of the Company.
3.6. No Legal Proceedings. As of the date of this Agreement there is no
suit, action, or other proceeding against Seller pending or (to the best
knowledge of Seller) threatened before any court or governmental agency in which
it is, or will be, sought to restrain or prohibit, or to obtain damages or other
relief in connection with, this Agreement, or the transactions contemplated
hereby.
4. Representations and Warranties of Buyer. Buyer represents and warrants to
Seller as follows:
4.1. Organization. Buyer is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Nevada, has
corporate power and authority to own all of its property and assets and to carry
on its business as it is now being conducted, and is duly qualified to do
business and is in good standing in all jurisdictions where the ownership or
leasing of property by it or conduct of its business required it to be so
qualified. Buyer has delivered to Seller complete and accurate copies of (i) its
Articles of Incorporation as amended to date, and (ii) its By-Laws as amended to
date (collectively the Buyer's "Governing Documents").
4.2. Authorization of Agreement. The execution and delivery of this
Agreement and the performance of the transactions contemplated hereby have been
duly and validly authorized by the Board of Directors of Buyer, and all
corporate action necessary for the authorization and consummation of the
transactions contemplated hereby has been taken.
4.3. Valid and Binding Agreement. This Agreement has been validly executed
and delivered by and constitutes a valid and binding obligation of Buyer
enforceable in accordance with its terms.
4.4. No Legal Obstacle to Agreement. To Buyer's knowledge, the execution,
delivery, and performance of this Agreement and the consummation of the
transactions contemplated hereby do not
and will not conflict with, or result in a breach or violation of, or constitute
a default in the performance, observance, or fulfillment of any obligation,
covenant, or condition contained in, or constitute, or, but for any requirement
of notice or lapse of time or both, would constitute, an event or default by
Buyer under any applicable contract, lease, mortgage, or other agreement to
which Buyer is a party or by which it is bound.
4.6. No Legal Proceedings. As of the date of this Agreement there is no
suit, action, or other proceeding against Buyer pending or (to the best
knowledge of Buyer) threatened before any court or governmental agency in which
it is, or will be, sought to restrain or prohibit, or to obtain damages or other
relief in connection with, this Agreement, or the transactions contemplated
hereby.
5. Conduct Prior to the Closing. From the date hereof through the Closing Date
(unless a different period of time is otherwise indicated):
5.1. Notification. Seller shall promptly give Buyer, and Buyer shall
promptly give Seller, as the case may be, written notice of the existence or
occurrence of any condition of which such party may become aware which might
make any representation herein then untrue or which might prevent the
consummation of the transactions contemplated hereby.
5.2. Approvals; Conditions. Seller and Buyer shall use their best efforts
to obtain from third parties all necessary approvals of this Agreement and the
consummation of the transactions contemplated hereby, and to cause the
conditions to Closing set forth in and to be satisfied on or prior to the
Closing Date.
5.3. Material Transactions. Seller and Buyer shall not cause the Company
to enter into any transactions, commitments, or agreements which would in any
way materially affect the business of the Company.
5.4. No Solicitation. The Seller will immediately cease any existing
discussions or negotiations with any third parties with respect to any sale or
other transfer of the business of the Company, whether by a sale of the Units,
by a sale of assets, by merger, consolidation, recapitalization, reorganization,
or otherwise (an "Acquisition Transaction").
5.5. Non-Solicitation of Employees. In order that the Buyer may have and
enjoy the benefit of its acquisition of the Units, the Seller shall not,
directly or indirectly, for a period of three years after the Closing, induce or
attempt to persuade any current or future employee of the Company not to be
employed by, or to terminate such employee's employment with, the Company, or
employ any current or future employee of the Company. Nor shall Buyer solicit
any employees of the Company through the Closing.
6. Conditions to Buyers' Obligations. Unless waived in writing by Buyer, in its
sole discretion, all obligations of Buyer under this Agreement are subject to
the fulfillment, prior to or at the Closing, of each of the following
conditions:
6.1. No Adverse Proceedings. No material suit, action, or other proceeding
against Seller, the Company, or Buyer, or their officers or directors, shall be
pending or threatened before any court or governmental agency seeking to
restrain or prohibit or to obtain damages or other relief in connection with
this Agreement or the transactions contemplated hereby and which in the judgment
of Buyer makes the consummation of the transactions contemplated by this
Agreement inadvisable.
6.2. Consents, etc. Each party shall have received and delivered to the
other all consents and approvals necessary to permit the transactions
contemplated hereby to be consummated.
6.3. Resignation . Seller shall have delivered to Buyer the resignation of
each of the Seller's affiliates as directors and officers of the Company.
7. Conditions to Seller's Obligations. Unless waived in writing by Seller, in
its sole discretion, all obligations of Seller under this Agreement are subject
to the fulfillment, prior to or at the Closing, of each of the following
conditions:
7.1. Representations, Warranties, and Covenants. Each representation and
warranty of Buyer shall be true at and as of the Closing Date, shall be deemed
made again at and as of such date and shall be true as so made again; Buyer
shall have performed each obligation and complied with each covenant required by
this Agreement to be performed or complied with by it on or prior to the
Closing; and Seller shall have received from Buyer a certificate or certificates
in such reasonable detail as Seller may reasonably request, signed by the
President of Buyer and dated the Closing Date, to the foregoing effect.
7.2. No Adverse Proceedings. No material suit, action, or other proceeding
against the Company, Seller, or Buyer, or its officers or directors, shall be
pending or threatened before any court of governmental agency seeking to
restrain or prohibit, or to obtain damages or other relief in connection with,
this Agreement or the transactions contemplated hereby and which in the judgment
of Seller make the consummation of the transactions contemplated by this
Agreement inadvisable, provided, however, that notwithstanding any such threat
or institution of any such litigation or proceeding Seller shall not have the
right to terminate this Agreement pursuant to this section if Buyer undertakes,
pursuant to an appropriate instrument, to indemnify against, and save Seller
harmless from, any and all loss, expense (including reasonable attorneys' fees),
or liability whatsoever with respect to, or related to, such threat or
institution of any such litigation or proceeding.
8. Termination and Confidentiality.
8.1. Termination. This Agreement may be terminated at any time prior to
the Closing as follows:
8.1.1. By mutual agreement of Seller and Buyer, in which event there
shall be no liability on the part of any of the parties or their respective
officers or directors, except as otherwise set forth herein; or
8.1.2. By either party if the Closing Date has not occurred by June
15, 2005, unless the failure to consummate the Closing by such date shall be due
to the action or failure to act of the party seeking to terminate the Agreement.
8.2. Effect of Termination. In the event of the termination and
abandonment of this Agreement pursuant hereto, this Agreement shall forthwith
become void and have no effect, without any liability on the part of any party
hereto or its Affiliates, members, managers, directors, officers, or
stockholders. Nothing contained in this Section shall relieve any party from
liability for any breach of this Agreement.
8.3. Confidentiality. If for any reason the transactions contemplated by
this Agreement are not consummated, each of the parties shall keep confidential
any information obtained from the other party (unless in the public domain) and
shall promptly return to the other party all schedules, documents, work papers,
or other written information, without retaining copies thereof, previously
furnished to or otherwise obtained by it as a result of this Agreement or in
connection herewith.
9. Survival and Indemnification.
9.1. Indemnification and Limitations of Seller. Seller hereby indemnifies
and agrees to hold harmless Buyer in respect of any and all damage, loss,
deficiency, cost, and/or expense, including interest, penalties, and reasonable
attorney fees and disbursements for a breach of the representations and
warranties set forth in Paragraph 4 for a period of three years from the
Closing. The failure to institute a claim or cause of action within the
appropriate period will constitute an absolute bar to the institution of any
proceedings or actions based upon, and will constitute a waiver of, all the
claims and/or causes of action not so asserted.
9.2. Indemnification by Buyer. Buyer hereby indemnifies and agrees to hold
harmless Seller at all times from and after the Closing against, and in respect
of any and all damage, loss, deficiency, cost, and/or expense, including
interest, penalties, and reasonable attorney fees and disbursements for a breach
of the warranties set forth in Paragraph 5.
9.3. Control of Legal Proceedings. Upon the assertion by a third party
against one of the parties to this Agreement of a claim to which the
indemnification provisions of this Agreement may apply, the party against whom
the claim has been asserted shall promptly notify the other party or parties to
this Agreement of such claim, provided that the failure to provide such prompt
notice shall not affect Indemnitor's indemnification obligation except to the
extent that Indemnitor is materially prejudiced by such delay. In the event that
a claim involves a claim by a third party against the Indemnitee, the Indemnitee
shall have the right, but not the obligation, to undertake the defense thereof.
If the Indemnitee decides to undertake the defense, (i) the Indemnitor shall pay
for the Indemnitee's legal fees and expenses (which will include no more than
one legal counsel, unless local counsel is required) and (ii) the Indemnitee
shall not settle such claim without the Indemnitor's consent (which consent
shall not be unreasonably withheld) unless the Indemnitee releases the
Indemnitor from all liability in respect of such action. If the Indemnitee
chooses not to undertake the defense of such claim and so notifies the
Indemnitor as provided above, the Indemnitor shall notify the Indemnitee in
writing within ten days after the receipt of the notice referred to in this
Section, if it agrees to undertake the defense thereof. If the Indemnitor so
notifies the Indemnitee, then the Indemnitor shall control such defense and
shall bear all costs of such defense, provided that the Indemnitee may
participate in such settlement or defense through counsel chosen by it (the fees
and expenses of which shall be borne by the Indemnitee). Notwithstanding
anything in this Section to the contrary, the Indemnitor may, with the consent
of the Indemnitee (which consent shall not be unreasonably withheld), settle or
compromise any action or consent to the entry of any judgment which includes as
a term thereof the delivery by the claimant or plaintiff to the Indemnitee of a
duly executed written unconditional release of the Indemnitee from all liability
in respect of such action, which release shall be reasonably satisfactory in
form and substance to counsel for the Indemnitee. If the Indemnitor does not
notify the Indemnitee within ten days after the receipt of the Indemnitee's
notice of a claim of indemnity hereunder that it elects to undertake the defense
thereof, the Indemnitee shall have the right to contest, settle, or compromise
the claim but shall not thereby waive any right to indemnity therefor pursuant
to this Agreement. Notwithstanding the foregoing, the Indemnitee, during the
period the Indemnitor is determining whether to elect to assume the defense of a
matter covered by this subsection, may take such reasonable actions as it deems
necessary to preserve any and all rights with respect to the matter, without
such actions being construed as a waiver of the Indemnitee's rights to defense
and indemnification pursuant to this Agreement.
10. Miscellaneous.
10.1. Madison Community Hospital Debt. The Company shall continue to pay
the debt owing the Madison Community Hospital with a remaining balance of $0,
payable $7,836.68 on the first of each month until paid in full.
10.2. Tax Obligation. Company shall be responsible for any tax obligations
attributable to income allocable to Seller and its affiliates pursuant to the
Company's 2004 and 2005 tax years. On the Closing Date, Buyer shall pay Seller a
distribution with respect to Seller's Units equal to 37% of the projected income
(of any nature) allocable to Seller under the 2004 and 2005 tax returns of the
Company. On or before March 15, 2006, a reconciling payment shall be made based
upon actual income. For purposes of determining the method of allocation, income
shall be allocated in a manner to minimize any adverse impact to Seller and its
affiliates.
10.3. Amendments. Any amendment to this Agreement must be in writing and
duly executed by an authorized representative of each of the parties hereto.
10.4. Notices. All notices, requests, demands, and other communications
under or in connection with this Agreement shall be delivered to the respective
parties at the addresses set forth above. All such notices, requests, demands,
or communications shall be mailed postage prepaid, first class mail, delivered
personally, or delivered by overnight courier, and shall be sufficient and
effective
when delivered to or received at the address so specified. Any party may change
the address at which it is to receive notice by written notice to the other
parties.
10.5. Brokers' Commission. The parties acknowledge, warrant, and
represent that no Broker was involved in the consummation of this transaction.
Each party hereto will indemnify and hold harmless each other party from any
commission, fee, or claim of any Person, firm, or corporation employed or
retained or claiming to be employed or retained by the indemnifying party to
bring about, or to represent it in, the transactions hereby.
10.6. General Provisions. The section headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors, but nothing herein, express or implied, is intended to or shall
confer any rights, remedies, or benefits upon any Person other than the parties
hereto. This Agreement may not be assigned by any party hereto without the
written consent of each other party. This Agreement and its validity,
interpretation, and effect shall be construed in accordance with and governed by
the laws of the State of Michigan.
10.7. Entire Agreement. This Agreement (including the exhibits hereto and
the annexes, schedules, and other documents delivered pursuant hereto, which are
a part hereof) is intended by the parties to, and does, constitute the entire
agreement of the parties with respect to the transactions contemplated by this
Agreement. This Agreement supersedes any and all prior understandings, written
or oral, between the parties.
10.8. Execution in Counterparts. This Agreement may be executed in
several counterparts, and each counterpart shall be considered as an original.
10.9. Expenses. Except as otherwise specifically provided in this
Agreement, the Sellers (and not the Company), on the one hand, and Buyer, on the
other hand, shall pay their own expenses, including, without limitation,
accountants', attorneys', and brokers' fees incurred in connection with the
negotiation and consummation of the transactions contemplated by this Agreement.
The Buyer acknowledges that all amounts paid by the Company prior to this
Agreement need not be reimbursed to the Company.
10.10. Release by Seller. Effective as of the Closing, and except with
respect to any rights in connection with this Agreement or the transactions
contemplated and matters referenced hereunder, Seller, for itself and its
respective administrators, members affiliates, beneficiaries, successors, and
assigns, hereby release and forever discharge the Company and its respective
members, managers, officers, directors, agents, representatives, and employees,
and the respective heirs, executors, administrators, beneficiaries, successors,
and assigns of the foregoing (the Company and such other Persons being
hereinafter referred to as "Buyer Releasees"), from all actions, causes of
action, suits, libels, debts, dues, sums of money, accounts, reckonings, bonds,
bills, covenants, contracts, controversies, agreements, promises, damages,
judgments, executions, liens, claims, and demands whatsoever, in law or in
equity, that against any of the Buyer Releasees they ever had, now have, or
hereafter can, shall, or may have, with respect to any matter, cause of thing
occurring on or prior to the Closing Date, whether personally, in their own
right, together with any other Person, firm, corporation, or other entity
derivatively or otherwise and, without limiting the foregoing, from any and all
of their respective claims and rights for fees, compensation, commissions, or
dividends owed to them in connection with, in respect of, or as a result of,
their ownership of Units of the Company, services rendered to the Company and
any and all indebtedness of the Company to Seller.
10.11. Release by Company and Buyer. Effective as of the Closing, and
except with respect to any rights in connection with this Agreement or the
transactions contemplated and matters referenced hereunder, Company and Buyer,
for themselves and their respective administrators, members, affiliates,
beneficiaries, successors, and assigns, hereby release and forever discharge the
Seller and its respective members, managers, officers, directors, agents,
representatives, and employees, and the respective heirs, executors,
administrators, beneficiaries, successors, and assigns of the foregoing (the
Seller and such other Persons being hereinafter referred to as "Seller
Releasees"), from all actions, causes of
action, suits, libels, debts, dues, sums of money, accounts, reckonings, bonds,
bills, covenants, contracts, controversies, agreements, promises, damages,
judgments, executions, liens, claims, and demands whatsoever, in law or in
equity, that against any of the Seller Releasees they ever had, now have, or
hereafter can, shall, or may have, with respect to any matter, cause of thing
occurring on or prior to the Closing Date, whether personally, in their own
right, together with any other Person, firm, corporation, or other entity
derivatively or otherwise and, without limiting the foregoing, from any and all
of their respective claims and rights for fees, compensation, commissions, or
dividends owed to them in connection with, in respect of, or as a result of,
their ownership of units of the Company, services rendered to the Company and
any and all indebtedness of the Company or Seller Releasees to Buyer or the
Company.
10.12. Certain Definitions.
10.12.1. "Affiliate" shall mean, with respect to any Person, any
other Person which, directly or indirectly, owns more than 10% of the voting
securities or partnership interest of, or controls, or is owned or controlled
by, or is under common ownership or control with, the specified Person. For
purposes of this definition, the term "control" as applied to any Person, means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management of that Person, whether through ownership of voting
securities or otherwise.
10.12.2. "Lien" means any mortgage, lien, security interest, pledge,
encumbrance, restriction or transferability, defect of title, charge or claim of
any nature whatsoever on any property or property interest.
10.12.3. "Person" shall mean any individual, group, corporation,
partnership, or other organization or entity (including, without limitation, any
Governmental Entity).
11. Escrow. The Units shall be duly endorsed (in blank) for transfer, or shall
be accompanied by an assignment separate from certificate substantially
identical to Exhibit 5 attached hereto endorsed (in blank) for transfer, and by
all other documents necessary for an effective transfer of the Units. The Escrow
Agent shall cause the ownership of the Units to be recorded in the Escrow
Agent's name and shall hold the Units until the full purchase price is paid.
11.1. Distributions and Vote. While the Units are on deposit with the
Escrow Agent, and so long as the Buyer is not in default in the payment of
principal or interest with respect to the purchase price, such Units shall not
be deemed outstanding for any purpose.
11.2. Delivery of Units. Upon the full payment of the purchase price by
the Buyer and payment of tax monies, and full payment of indebtedness by Company
to Madison Community Hospital, the Escrow Agent shall deliver to the Buyer all
Units held by the Escrow Agent, duly endorsed for transfer, and all other
documents necessary to transfer such Units to the Buyer.
11.3. Default. In the event that the Buyer defaults in any payment of
principal or interest with respect to the purchase price, and such default
continues for a period of thirty (30) days after written notice of default is
given, the Seller shall retain any and all amounts received from the Buyer as
liquidated damages. In addition, the Escrow Agent shall deliver to the Seller,
all the Units which is held by the Escrow Agent, which Units shall be duly
endorsed for transfer, and all other documents necessary to transfer such Units
to the Seller.
11.4. Escrow Agent Fees. The fees and all other expenses of the Escrow
Agent shall be borne and paid by the Buyer.
12. Operating Agreement. The parties hereto acknowledge that, despite the
references to other owners, the Units in the Company were owned 500 by Xxxxx X.
Xxxxx, 500 by Xxxxx X. Xxxxxxxxxx and 1,000 by Seller. Each of the Members of
the Company hereby waive any and all rights they may have had pursuant to the
Operating Agreement or otherwise to acquire the Units being sold hereby and the
Units previously held by Xxxxx X. Xxxxx and Xxxxx X. Xxxxxxxxxx.
IN WITNESS WHEREOF, Buyer and Seller have caused this Agreement to be
executed individually and by the respective officers of Buyer thereunto duly
authorized, all as of the date first written above.
SELLER:
HOME CARE PARTNERS, LLC., a Michigan limited liability
company
By: /s/ Xxxxxxx Xxxxxx
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/s/ Xxxxxxx Xxxxxx
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XXXXXXX XXXXXX, individually as to Section 4 only
BUYER:
FAMILY HOME HEALTH SERVICES, INC., a Nevada
corporation
By: /s/ Xxxxx X. Xxxxx
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XXXXX X. XXXXX, President
By: /s/ Xxxxx X. Xxxxxxxxxx
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XXXXX X. XXXXXXXXXX, Secretary
COMPANY:
FHHS, LLC., a Michigan limited liability company (as to
Sections 10.1 and 10.2 and 12 only)
By: /s/ Xxxxx X. Xxxxx
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XXXXX X. XXXXX
By: /s/ Xxxxx X. Xxxxxxxxxx
---------------------------------------------------
XXXXX X. XXXXXXXXXX
/s/ Xxxxx X. Xxxxx
-------------------------------------------------------
XXXXX X. XXXXX, individually as to Section 12 only
/s/ Xxxxx X. Xxxxxxxxxx
-------------------------------------------------------
XXXXX X. XXXXXXXXXX, individually as to Section
12 only
FHHS, LLC,
a Michigan Limited Liability Company
Addendum to
PURCHASE AGREEMENT
This Addendum to Purchase Agreement (this "Addendum") is made as of July
1, 2005, by and between HOME CARE PARTNERS, LLC, a Michigan limited liability
company with offices at 000 X. Xxx Xxxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx
00000 ("Seller") and FAMILY HOME HEALTH SERVICES, INC., a Nevada corporation
with offices at 000 X. Xxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000
("Buyer").
RECITALS
A. Seller and Buyer have entered into an Agreement for the sale and
purchase of One Thousand (1,000) issued and outstanding Units ("Units") of FHHS,
LLC, a Michigan limited liability company, (the "Company")("Agreement").
B. The parties have determined the Closing will be effective at the
beginning of business on July 1, 2005.
C. The parties desire to update the Agreement and related documents to
reflect the Closing date.
NOW, THEREFORE, in consideration for the mutual promises contained herein,
and other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Nothing contained in the Agreement or the related documents to the
contrary, the Closing will be effective at the beginning of business on July 1,
2005.
2. The parties acknowledge that a deposit of $33,549.48 was made on June
1, 2005 and that the August 1, 2005 payment will be delivered to Seller on July
1, 2005. The principal balance due will then be $382,901.18 and the first
monthly payment will be due September 1, 2005. Interest will commence August 1,
2005.
3. The purchase price shall be paid pursuant to the Promissory Note
attached hereto as Exhibit 4 and the Amortization Schedule (Revised 6/27/2005)
attached hereto as Exhibit 3.
IN WITNESS WHEREOF, Buyer and Seller have caused this Agreement to be
executed individually and by the respective officers of Buyer thereunto duly
authorized, all as of the date first written above.
SELLER:
HOME CARE PARTNERS, LLC., a Michigan limited liability
company
By: /s/ Xxxxxxx Xxxxxx
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/s/ Xxxxxxx Xxxxxx
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XXXXXXX XXXXXX, individually as to Section 4 only
And as managing member of Home Care Partners, LLC
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BUYER:
FAMILY HOME HEALTH SERVICES, INC., a Nevada
corporation
By: /s/ Xxxxx X. Xxxxx
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XXXXX X. XXXXX, President
By: /s/ Xxxxx X. Xxxxxxxxxx
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XXXXX X. XXXXXXXXXX, Secretary
COMPANY:
FHHS, LLC., a Michigan limited liability company (as to
Sections 11.1 and 11.2 only)
By: /s/ Xxxxx X. Xxxxx
---------------------------------------------------
XXXXX X. XXXXX
By: /s/ Xxxxx X. Xxxxxxxxxx
---------------------------------------------------
XXXXX X. XXXXXXXXXX
------------------------------------------
XXXXX X. XXXXX, individually as to Section 13 only
------------------------------------------
XXXXX X. XXXXXXXXXX, individually as to Section
13 only
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