THIRD AMENDMENT TO THE MASTER TRANSACTION AGREEMENT
THIRD
AMENDMENT TO THE
MASTER TRANSACTION AGREEMENT
MASTER TRANSACTION AGREEMENT
THIS
THIRD AMENDMENT (“Amendment”), is made by and among BASIC HEALTH CARE NETWORKS
OF TEXAS, L.P., a Texas limited partnership (the “Company”)
on the
one hand and 303 MEDICAL CLINIC, P.A. , a Texas professional association, XXXXX
X. XXXXXX’, D.O., P.A., a Texas professional association, IBERIA MEDICAL CLINIC,
P.A., a Texas professional association, XXXXXXXX MEDICAL CLINIC, P.A., a Texas
professional association, LAKE JUNE MEDICAL CENTER, P.A., a Texas professional
association, NORTHSIDE MEDICAL CLINIC, P.A., a Texas professional association,
X’XXXXXX MEDICAL CENTER, P.A., a Texas professional association, RED BIRD URGENT
CARE CLINIC, P.A., a Texas professional association (collectively, the
“Clinics”)
and
Xxxxx X. Xxxxxxx, D.O. (“Physician”)
is an
amendment to that certain Master Transaction Agreement, dated December 12,
2005,
by and among the Company, the Clinics and the Physician (the “Agreement”). The
Company, the Clinics and the Physician may hereinafter be referred to
individually as a "Party" and collectively as the "Parties." This Amendment
is
effective as of August 7, 2006.
1. The
Parties mutually agree that Section 2.2 of the Agreement is hereby amended
and
restated to read in its entirety as follows:
“2.2
Closing.
The
Closing shall take place on or
before
(a) December 31, 2006, provided that the conditions in Article 7 are satisfied,
or (b) on a date mutually agreed by the parties.
The date
on which the Closing occurs is hereinafter referred to as the “Closing
Date.”
At
the
Closing, each of the Clinics and the Company shall execute and deliver an
executed Asset Purchase Agreement in the form attached as Exhibit
A
hereto
with respect to each such Clinic, including each of the closing deliverables
set
forth in such Asset Purchase Agreement.”
2. The
Parties also mutually agree that Section 9.4 of the Agreement is hereby amended
and restated to read in its entirety as follows:
“9.4
Termination
Date.
Unless
terminated by mutual agreement of the parties prior to Closing, this Master
Transaction Agreement shall terminate upon the first to occur of the following
events: (a) at the discretion of the Physician if no registration statement
shall have been filed by the Company with the SEC with respect to the initial
public offering of the Company on or before Xxxxx 00, 0000, (x) a date mutually
agreed in writing by the Company and the Physician on which this Agreement
shall
terminate, (c) thirty (30) days after delivery of notice by a non-breaching
party to the other party or parties of a material breach by such party or
parties, provided that such material breach has not been cured (“Termination
Date”).
If
Closing fails to occur as a result of the breach of this Master Transaction
Agreement by the Company on the one hand, or any of the Physician Parties,
on
the other, this Master Transaction Agreement may be extended for a reasonable
time to facilitate Closing at the election of the non-breaching party. In the
event of termination of this Master Transaction Agreement pursuant to the
provisions of this Section, a party that is not in material breach of this
Master Transaction Agreement shall stand fully released and discharged with
respect to any and all obligations under this agreement. In the event that
the
Conditions Precedent to Closing are not satisfied because of the breach of
any
representation, warranty or covenant of any party hereto, each party shall
be
entitled to pursue, exercise and enforce any and all remedies, rights, powers
and privileges available hereunder or at law or in equity.”
3. BCNI
agrees that in the event no closing takes place by December 31, 2006 it will
provide Xx. Xxxxxxx with all audit information on his clinics to use as he
sees
fit.
[Remainder
of Page Left Blank Intentionally]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered in the manner legally binding upon them as of the date
first above written.
COMPANY:
BASIC
HEALTH CARE NETWORKS
OF
TEXAS,
L.P.
a
Texas
limited partnership
By:
Basic
Health Care Networks of Texas I, LLC, a Delaware limited liability company,
General Partner
By:
/s/ Xxxxxx X. Xxxxxxxx
Xxxxxx
X.
Xxxxxxxx
Chief
Executive Officer
PHYSICIAN:
/s/
Xx. Xxxxx
Xxxxxxx
Xx.
Xxxxx
Xxxxxxx, an individual
CLINICS:
303
MEDICAL CLINIC, P.A.
/s/
Xx. Xxxxx
Xxxxxxx
Xx.
Xxxxx
XxxxxxxPresident
XXXXX
XXXXXX’, D.O., P.A.
/s/
Xx. Xxxxx
Xxxxxxx
Xx.
Xxxxx
XxxxxxxPresident
IBERIA
MEDICAL CLINIC, P.A.
/s/
Xx. Xxxxx
Xxxxxxx
Xx.
Xxxxx
XxxxxxxPresident
XXXXXXXX
MEDICAL CLINIC, P.A.
/s/
Xx. Xxxxx
Xxxxxxx
Xx.
Xxxxx
XxxxxxxPresident
LAKE
JUNE
MEDICAL CENTER, P.A.
/s/
Xx. Xxxxx
Xxxxxxx
Xx.
Xxxxx
XxxxxxxPresident
NORTHSIDE
MEDICAL CLINIC, P.A.
/s/
Xx. Xxxxx
Xxxxxxx
Xx.
Xxxxx
XxxxxxxPresident
X’XXXXXX
MEDICAL CENTER, P.A.
/s/
Xx. Xxxxx
Xxxxxxx
Xx.
Xxxxx
XxxxxxxPresident
RED
BIRD
URGENT CARE CLINIC, P.A.
/s/
Xx. Xxxxx
Xxxxxxx
Xx.
Xxxxx
XxxxxxxPresident
