STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") dated this 11th day of
March, 1998 and effective January 22, 1998 is by and between XXXXX MEDICAL
GROUP, P.C. ("Purchaser") and P. XXXXXX XXXXXX ("Seller").
Explanatory Statement
Purchaser has agreed to acquire from Seller, and Seller has agreed to sell
to Purchaser, one hundred fifty (150) shares of Common Stock of Medi-Cen
Management, Inc. ("MMI") on a weekly basis at a price of $30.00 per share upon
the terms and conditions provided herein.
NOW, THEREFORE, in consideration of the Explanatory Statement, which shall
constitute a substantive part of this Agreement, and the mutual covenants,
promises, agreements, representations and warranties hereinafter set forth.
Purchaser and Seller do hereby covenant, promise, agree, represent and warrant
as follows:
1. Purchase of Shares.
a. Commencing on January 22, 1998 and continuing on every Friday
thereafter until the effective date of the Initial Public Offering of stock
of MMI, Seller shall sell to Purchaser one hundred fifty (150) shares of
Common Stock of MMI at a price of $30.00 per share for an aggregate weekly
purchase price of Four Thousand Five Hundred Dollars ($4,500.00).
x. Xxxxxx Financial Group shall be entitled to a five percent (5%)
commission upon the consummation of each sale of stock by Seller to
Purchaser.
c. The weekly purchase price shall be paid by Purchaser as follows:
1. Four Thousand Two Hundred Seventy-Five Dollars ($4,275.00)
shall be paid by check from Purchaser to Seller; and
2. Two Hundred Twenty-Five Dollars ($225.00) shall be paid by
Purchaser to Xxxxxx Financial Group, representing the commission due
from Seller as a result of such sale.
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2. Representations and Warranties of Seller. Seller represents and warrants
to Purchaser that Seller is the sole and exclusive record and beneficial owner
of the shares of stock of MMI being sold hereunder. Seller possesses and holds
marketable title to such shares, and owns such shares free and clear of any and
all security interests, agreements, restrictions, claims, liens, pledges and
encumbrances of any nature or kind, except those previously disclosed to
Purchaser. Seller has the absolute and unconditional right to sell, assign,
transfer and deliver such shares to Purchaser in accordance with the terms of
this Agreement.
3. Representations and Warranties of Purchaser. Purchaser represents and
warrants to Seller as follows:
a. Purchaser is and all times during the term of this Agreement will
be, a corporation duly organized, validly existing and in good standing
under the laws of the District of Columbia.
b. Purchaser has the power and authority to execute, seal and deliver
this Agreement, to consummate the transactions hereby contemplated and to
take all other actions required to be taken by it pursuant to the
provisions hereof. This Agreement is valid and binding upon Purchaser in
accordance with its terms.
c. The shares of stock of MMI being acquired by Purchaser pursuant to
this Agreement are being acquired by Purchaser for investment for its own
account and not with a view to, or for the offer for sale or for the sale
in connection with, any distribution thereof. Purchaser covenants and
agrees that Purchaser shall not sell, assign or otherwise transfer the
shares other than in transactions which are not in violation of the
Securities Act of 1933 and applicable State's Securities Laws. Each stock
certificate of MMI representing the shares shall bear a restrictive stock
legend indicating that such shares shall not be sold in the absence of
compliance with applicable Securities Laws.
4. Adjustments for Changes of Number of Shares of MMI Common Stock. The
number of shares of Common Stock of MMI subject to this Agreement shall be
appropriately adjusted in the event of a stock dividend, stock split or other
increase or decrease in the number of issued and outstanding shares of Common
Stock of MMI resulting
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from subdivision of consolidation of the Common Stock of MMI or other capital
adjustment effected without receipt of consideration by MMI. The $30.00 per
share purchase price for Common Stock of MMI shall also be correspondingly
adjusted so that the aggregate purchase price due upon any weekly purchase of
stock from Seller shall remain Four Thousand Five Hundred Dollars ($4,500.00).
5. Miscellaneous.
a. Each of the parties hereto, at no cost to the cooperating party,
will execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered from time to time, such additional instruments
and documents as may be reasonably requested by the other party in order to
consummate, effectuate, confirm or ratify the sale of stock contemplated by
this Agreement.
b. This Agreement shall be governed by, construed and enforced in all
respects in accordance with the laws of the State of Maryland.
c. This Agreement contains the full, complete and entire understanding
between the parties hereto. This Agreement may be amended only by an
instrument in writing executed, sealed and delivered by Seller and
Purchaser.
d. This Agreement may be executed simultaneously or in counterparts,
each of which shall be deemed to be an original, but both of which shall
constitute one in the same instrument.
d. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective legal representatives, successors
and assigns.
IN WITNESS WHEREOF, the parties have executed, sealed and delivered this
Agreement the day and year first above written.
WITNESS: PURCHASER:
XXXXX MEDICAL GROUP, P.C.
By: /s/ Xxxxx X. Xxxxxx (SEAL)
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Name: Xxxxx X. Xxxxxx
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Title:Vice President and Secretary
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SELLER:
/s/ P. Xxxxxx Xxxxxx
---------------------------- -----------------------------(SEAL)
P. Xxxxxx Xxxxxx
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