EXHIBIT 10.14
MEMBERSHIP INTEREST PURCHASE AGREEMENT
This Membership Interest Purchase agreement is made this 13th day of
January, 2005, between Xxxxxxxx X. Xxxxxx of 000 X Xxxxxxxxxxx Xxxxxxx,
Xxxxxxxx, Xxx Xxxxxx 00000 (the "Seller"), and U.S. MedSys Corp., of 000 Xxxxx
00 Xxxxx, Xxxxxxxxx Xxxxxxx, Xxx Xxxxxx 00000 (the "Purchaser").
RECITALS
A. The Seller is the record owner and holder of 85% of the outstanding
Membership Interest in PMC Ocular Network LLC (the "Company"), a New Jersey
Limited Liability Company.
B. The Purchaser desires to purchase a majority of the outstanding
Membership Interest in the Company from Seller and Seller desires to sell such
to the Purchaser, upon the terms and subject to the conditions set forth in this
agreement.
In consideration of the matters described above, and of the mutual
benefits and obligations set forth in this agreement, the parties agree as
follows:
SECTION ONE
PURCHASE AND SALE
Subject to the terms and conditions set forth below, at the closing of
the transaction contemplated by this agreement, Seller shall sell, convey,
transfer, and deliver to Purchaser a portion of Seller's Membership Interest in
the Company equal to a 51% Membership Interest in the Company. As a result, the
Seller shall own a 34% Membership Interest in the Company and the Purchaser
shall own a 51% Membership Interest in the Company.
The closing of the transactions contemplated by this agreement (the
"Closing"), shall be held at 000 Xxxxx 00 Xxxxx, Xxxxxxxxx Xxxxxxx, Xxx Xxxxxx,
xx January 13, 2005 at 8:00 a.m., or such other place, date and time as the
parties to this agreement may otherwise agree.
SECTION TWO
PAYMENT
As consideration for the purchase and sale of the 51% Membership
interest, Purchaser shall pay to Seller an aggregate of $400,000, in the
following manner:
The deposit of $250,000 that was delivered to Seller in December 2004
shall apply be applied to the total purchase price on the date of Closing.
1
The balance of $150,000 shall be paid to Seller on the date that the
Company files an application with the New Jersey Department of Health and Senior
Services for approval as an Organized Delivery System.
SECTION THREE
OPTION
A. After Closing, the Purchaser will have a controlling interest in the
Company , and the Company will be a majority-owned subsidiary of Purchaser. The
Seller shall remain continue to serve as the Managing Member.
B. So long as the Purchaser maintains its controlling interest, the
Purchaser may increase its Membership Interest in 6% increments, up to an
additional 24% Membership Interest, in exchange for $250,000 for each 6%
Membership Interest. In the event that the Purchase elects to exercise this
option, then for each 6% increment Purchaser elects to acquire, the Seller shall
return to the Company a portion of Seller's Membership Interest equal to 6%, and
the Company shall transfer the 6% interest to the Purchaser in exchange for
$250,000. Any and all such amounts paid by the Purchaser shall inure to the
benefit of the Company, not the Seller, and shall be accounted for by the
Company in accordance with the procedures set forth in the Company's Operating
Agreement (defined in Section 4, Part B, below).
SECTION FOUR
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller warrants and represents:
A. ORGANIZATION AND STANDING OF THE COMPANY. The Company is a limited
liability company duly organized, validly existing and in good standing under
the laws of New Jersey and has the corporate power and authority to carry on its
business as it is now being conducted.
B. COMPANY OPERATING AGREEMENT. The Company and each of its Members are
parties to a Limited Liability Company Operating Agreement dated September 8,
2004 (the ("Operating Agreement"). Seller has provided Purchaser with a copy of
the Operating Agreement, and the transfer of Membership Interests from Seller to
Purchaser is being made in accordance with the provisions of the Operating
Agreement.
C. FINANCIAL CONDITION OF THE COMPANY. Except for the relationships and
contracts described in Section Four, Part E, below, the Company has no material
assets or liabilities.
D. OWNERSHIP OF MEMBERSHIP INTERESTS. Seller is the lawful owner of the
Membership Interests, free and clear of all security interests, liens,
encumbrances, equities and other charges.
2
E EXISTING RELATIONSHIPS OF THE COMPANY. The Company is a party to a
Network Participation and Administration Agreement dated December 27, 2004, with
Xxxxx Eye Surgical Network, LLC. A copy of the contract is attached hereto as
Exhibit A is valid and enforceable by and between the Company and Xxxxx Eye
Surgical Network, LLC.
F AUTHORITY. This agreement has been duly authorized and validly
executed and delivered by Seller and is a valid and binding agreement of Seller
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, or similar laws relating to, or affecting generally the
enforcement of, creditors' rights and remedies or by other equitable principles
of general application.
G. ABSENCE OF CONFLICTS. The execution and delivery of this agreement
and any other agreements executed in connection herewith, and the consummation
of the transactions contemplated thereby, and compliance with the requirements
thereof, will not violate any law, rule, regulation, order, writ, judgment,
injunction, decree or award binding on Seller or (a) violate any provision of
any indenture, instrument or agreement to which Seller is a party or is subject,
or by which Seller or any of its assets is bound; (b) conflict with or
constitute a material default thereunder; (c) result in the creation or
imposition of any lien pursuant to the terms of any such indenture, instrument
or agreement, or constitute a breach of any fiduciary duty owed by Seller to any
third party; or (d) require the approval of any third-party (which has not been
obtained) pursuant to any material contract, agreement, instrument, relationship
or legal obligation to which Seller is subject or to which any of its assets,
operations or management may be subject.
SECTION FIVE
PURCHASER'S CONSENT TO COMPANY OPERATING AGREEMENT
At Closing, and without further action by the Purchaser, Purchaser
shall assume and be bound to the terms of the Operating Agreement.
SECTION SIX
MUTUAL REPRESENTATIONS AND WARRANTIES
Seller and Purchaser represent and warrant that there has been no act
or omission by Seller, Purchaser or the Company which would give rise to any
valid claim against any of the parties to this agreement for a brokerage
commission, finder's fee, or other like payment in connection with the
transactions contemplated by this agreement.
SECTION SEVEN
GENERAL PROVISIONS
A. ENTIRE AGREEMENT. This agreement (including any attached exhibits
and any written amendments executed by the parties) constitutes the entire
agreement and supersedes all prior agreements and understandings, oral and
written, between the parties to this agreement with respect to the subject
matter of this agreement.
3
B. HEADINGS. The section and paragraph headings in this agreement are
for reference purposes only and shall not affect the meaning or interpretation
of this agreement.
C. GOVERNING LAW. This agreement, and all transactions contemplated by
it, shall be governed by, construed and enforced in accordance with the laws of
New Jersey. The parties waive trial by jury and agree to submit to binding
arbitration before an arbitrator of the American Arbitration Association located
in Essex County, New Jersey. If arbitration results from or arises out of this
agreement or the performance of it, the parties agree to reimburse the
prevailing party's reasonable attorney's fees, costs, and all other expenses, in
addition to any other relief to which the prevailing party may be entitled.
"Seller" "Purchaser"
Xxxxxxxx X. Xxxxxx US MedSys Corp.
/s/ Xxxxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxx
------------------------- ---------------------------
Xxxxxx X. Xxxx, CEO
The undersigned hereby consent to the transfer of Membership Interests
contemplated by this Agreement:
Xxxxxxx Xxxxx
(5% Membership Interest)
/s/ Xxxxxxx Xxxxx
-------------------------
Visionary Medical Consulting Corp.
(10% Membership Interest)
/s/ Xxxxxx Xxxxxxx
-------------------------
Xxxxxx Xxxxxxx, President
4
