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Exhibit 2
AGREEMENT
THIS AGREEMENT is made this 22 day of January 1998, by and among NewCare
Health Corporation, a Nevada corporation ("NewCare") and ProFutures Bridge
Capital Fund, L.P. ("ProFutures"), and the other parties executing this
Agreement.
WHEREAS, NewCare is in the process of conducting a private offering of up to
672,000 units at $15.00 per unit ("Units"), and each Unit consists of four (4)
shares of NewCare's common stock ("Common Stock") and two (2) Class A Common
Stock Purchase Warrants ("Warrants") (the "Private Offering"); and
WHEREAS, NewCare has sold 172,500 Units thus far and is continuing to offer
the remaining 499,500 Units; and
WHEREAS, ProFutures is considering an investment of at least $2 million in
NewCare's Private Offering and NewCare is willing to grant certain rights to
ProFutures in order to encourage it to invest in the Private Offering.
NOW, THEREFORE, in consideration of the premises and the mutual promises and
covenants contained herein;
THE PARTIES AGREE AS FOLLOWS:
1. The covenants on the part of NewCare set forth below are subject
to ProFutures investing at least $2 million in the Private Offering.
2. NewCare agrees to make a backup copy of the source code and data
files utilized in its business of providing senior residential care services,
and to store the back up off-site in a bank vault or other safe site reasonably
acceptable to ProFutures. NewCare agrees to back up its data files on at least a
monthly basis. The initial backup has been stored off-site.
3. NewCare agrees to enter into an agreement with Renaissance Senior
Living, Inc. ("Renaissance") pursuant to which NewCare will either purchase 100%
of the outstanding stock of Renaissance or acquire by purchase or lease all of
the properties owned by Renaissance upon the earlier of (a) 60 days after the
closing of the pending merger involving Retirement Care Associates, Inc. ("RCA")
and Sun Healthcare Group, Inc. ("Sun"), or (b) March 1, 1998. NewCare agrees to
use its best efforts to seek shareholder approval of this transaction as soon as
possible and to close within 30 days after shareholder approval is obtained.
NewCare agrees that the consideration paid by NewCare for the properties owned
by Renaissance will be no greater than the fair market value of the properties
and rights as verified by an independent appraiser. After the acquisition or
lease described above, the management agreement with Renaissance will terminate.
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4. NewCare agrees to require that the loans which are currently
outstanding to Xxxxx Xxxxxxx and Xxxx Xxxx will be called within 45 days after
Xxxxx Xxxxxxx and Xxxx Xxxx are eligible to sell shares they receive in the
pending merger involving RCA and Sun, and that such loans must be paid in full
at that time. Xxxxxxx and Lane hereby agree to pay such loans on or before the
date described above.
5. Xxxxx Xxxxxxx, Xxxxxxx X. Xxxxxx and Xxxx Xxxxxxx agree that they
will not, after the closing of the Private Offering, and for a period of the
latter of (a) one (1) year after such person's resignation or termination as an
employee or director of NewCare, or (b) two (2) years from the date hereof,
either directly or indirectly (as an owner, partner, agent, consultant or
adviser), purchase, lease or otherwise acquire an interest in any long-term care
facility located in the Southeastern United States or in any other area where
such property would compete with one of NewCare's facilities without the prior
written approval of the Board of Directors.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
NEWCARE HEALTH CORPORATION PROFUTURES BRIDGE CAPITAL
FUND, L.P.
By: /s/ XXXXX XXXXXXX By: BRIDGE CAPITAL PARTNERS,
------------------------------- INC., General Partner
Xxxxx Xxxxxxx
/s/ XXXXX XXXXXXX By: /s/ XXXXX X. XXXXX
------------------------------- -------------------------------
Xxxxx Xxxxxxx Xxxxx X. Xxxxx, President
/s/ XXXX XXXX
-------------------------------
Xxxx Xxxx
/s/ XXXXXXX X. XXXXXX
-------------------------------
Xxxxxxx X. Xxxxxx
/s/ XXXXXXX XXXXXXX
-------------------------------
Xxxxxxx Xxxxxxx
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