THIRD AMENDMENT TO THE STOCK PURCHASE AGREEMENT
THIRD
AMENDMENT TO THE
THIS
THIRD AMENDMENT (“Amendment”), dated August 7, 2006, amends that certain Stock
Purchase Agreement (the “Agreement”) dated November 22, 2005 and entered by and
between Choice Medical Centers, Inc., a Florida Corporation having a corporate
address of 0000 Xxxxx Xxxx Xxxxxxxxx Xxxx., Xxxxx 000, Xxxx Xxxxx, Xxxxxxx.
33431 (“CMC”), CMC’s subsidiary and affiliate entities set forth in Exhibit A to
the Agreement, (CMC and the subsidiary and affiliate entities set forth in
Exhibit A to the Agreement collectively referred to as “CMC Companies”), and the
shareholders, members and/or owners (the “Shareholders”) of the CMC Companies
(the CMC Companies and Shareholders collectively referred to as the "Seller")
on
the one hand, and Basic Care Networks, Inc., a Delaware corporation having
an
address of 0000 Xxxxxxxxx Xxx, Xxxxx 000, Xxxxxx Xxx Xxx, XX 00000 ("Buyer")
on
the other hand. This Amendment is entered by and between the Seller and the
Buyer. The Seller and the Buyer may hereinafter be referred to individually
as a
"Party" and collectively as the "Parties."
1. The
Parties mutually agree that the definition of “Closing Date” as set forth in
Section 1.1 of the Agreement is hereby amended and restated to read in its
entirety as follows:
“"Closing
Date" shall
mean the earlier
of October 16, 2006 or seven (7) days after the closing of the underwriting
associated with Buyer’s final registration statement,
unless
the Parties otherwise mutually agree to the contrary.”
2. The
Parties also mutually agree that Section 3.2 of the Agreement is hereby amended
and restated to read in its entirety as follows:
“3.2.
Closing.
The
closing of the transactions contemplated herein (the "Closing")
shall
occur the
earlier
of October 16, 2006 or seven (7) days after the closing of the underwriting
associated with Buyer’s final registration statement,
unless
the Parties otherwise agree in writing. The Closing shall
be
held at 1:00 p.m. local time on the Closing Date at the law office of Xxxxx
X.
Xxxxxx, P.A., 000 X. Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxx Xxxxx, XX 00000, unless
the parties hereto otherwise mutually agree to the contrary.”
3. The
Parties also mutually agree that Section 10.1 of the Agreement is hereby amended
and restated to read in its entirety as follows:
“10.1
This Agreement may be terminated as provided below:
| (A) |
Buyer
and Seller may terminate this Agreement by mutual written consent
at any
time prior to the Closing;
|
| (B) |
Buyer
may terminate this Agreement by giving written notice to Seller
at any
time prior to the Closing: (i) by reason of the failure of the
fulfillment
of any condition under Section
9
by
the Seller, or (ii) if the Closing shall not have occurred on or
before
the earlier of October 16, 2006 or seven (7) days after the closing
of the
underwriting associated with Buyer’s final registration statement for a
public offering; and
|
| (C) |
Seller
may terminate this Agreement by giving written notice to Buyer
at any time
prior to the Closing: (i) by reason of the failure of fulfillment
of any
condition under Section
9
by
the Buyer, or (ii) if the Closing shall not have occurred on or
before
the
earlier of October 16, 2006 or seven (7) days after the closing
of the
underwriting associated with Buyer’s final registration statement for a
public offering.”
|
[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.
BUYER:
BASIC
CARE NETWORKS, INC.,
a
Delaware corporation
By:
/s/ Xxxxxx X.
Xxxxxxxx
Xxxxxx
X.
Xxxxxxxx
Chief
Executive Officer
SELLER:
CHOICE
MEDICAL CENTERS, INC.
By: /s/
Xxxx
Xxxxx
Xxxx
Xxxxx
President
INJURY
TREATMENT CENTER OF BOYNTON BEACH, INC.
By: /s/
Xxxx
Xxxxx
Xxxx
Xxxxx
PresidentINJURY
TREATMENT CENTER OF CORAL SPRINGS, INC.
By: /s/
Xxxx
Xxxxx
Xxxx
Xxxxx
President
INJURY
TREATMENT CENTER OF SOUTH FLORIDA, INC.
By: /s/
Xxxx
Xxxxx
Xxxx
Xxxxx
President
INJURY
TREATMENT CENTER OF FORT XXXXX, INC.
By: /s/
Xxxx
Xxxxx
Xxxx
Xxxxx
President
INJURY
TREATMENT CENTER OF FORT LAUDERDALE, INC.
By: /s/
Xxxx
Xxxxx
Xxxx
Xxxxx
President
CHIRO
MEDICAL ASSOCIATES OF HOLLYWOOD, INC.
By: /s/
Xxxx
Xxxxx
Xxxx
Xxxxx
President
SOUTHEAST
MRI (f/k/a Mobile Diagnotic Imaging, LLC)
By: /s/
Xxxx
Xxxxx
Xxxx
Xxxxx
President
NEURO
MASSAGE THERAPISTS, INC.
By: /s/
Xxxx
Xxxxx
Xxxx
Xxxxx
President
SHAREHOLDERS:
/s/
XXXX
XXXXX
XXXX
XXXXX
