PURCHASE AGREEMENT - OWNERSHIP INTERESTS
PURCHASE
AGREEMENT - OWNERSHIP INTERESTS
The
undersigned, TPG, L.L.C., a Louisiana limited liability company (“Seller”), is
the owner of all right, title and interest in 49 shares of common stock of
Assured Pharmacies, Inc. (the “Company”), a Louisiana corporation, which equates
to 49% of the total issued and outstanding common stock of the Company (the
“Ownership Interests”). The Effective Date of this Agreement shall be December
15, 2006.
In
consideration of the premises and the mutual covenants and conditions herein
contained, Seller hereby agrees with Assured
Pharmacy, Inc., a Nevada corporation (“Buyer”)
as
follows:
1.
Agreement
to Sell and Purchase Ownership Interests.
Seller
hereby sells to Buyer, and Buyer hereby purchases from Seller, upon the terms
and conditions hereinafter set forth, the Ownership Interests for consideration
consisting of:
(A)
50,000
restricted shares of the Buyer’s common stock (“Shares”). The Shares shall be
restricted for a period of not more than one (1) year from the date such Shares
are transferred to Seller;
(B)
The
sum
of $460,000 payable as follows:
| (i) | $15,000 payable on or before December 15, 2006; |
|
(ii)
|
Eleven (11) consecutive monthly installments of $5,000 payable on or before the 15th of each month commencing in January 2007 through November 2007; |
| (iii) |
Fourteen
(14) consecutive monthly installments of $15,000 payable on or before
the
15th
of
each month commencing in December 2007 through January 2009;
and
|
| (iv) |
$180,000
payable together with interest at the rate of prime plus 2% per annum
commencing from the date of this Purchase Agreement payable on or
before
February 15, 2009. Interest shall accrue as of the effective date
of this
Agreement, which shall be the date first stated
above.
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The
Buyer
shall execute a promissory note (“Note”) in favor of Seller evidencing the
obligations specified in Section 1(B) hereof. The Note is attached hereto as
Exhibit A, made a part of this Agreement, and is incorporated herein by
reference. The Buyer shall have to option to prepay some or all of the agreed
upon consideration without incurring any penalty. Payment shall be made by
check
payable to TPG, L.L.C. and shall be transmitted by Buyer via overnight courier
for delivery not later than the 15th
day of
the month and addressed to:
TPG,
L.L.C.
X/X
Xxxxx
X. Xxxxxx
Xxxxxxxx,
Xxxxxxx & Xxxxx (A Professional Law Corporation)
000
Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx
Xxxxxxx, Xxxxxxxxx 00000-0000
If
the
15th
day of
the month shall fall on a weekend or a legal holiday observed by the United
States Government, then such payment must be received by the first business
day
following the weekend or legal holiday. Payment shall be deemed received upon
the date it is actually received at the above referenced address, as long as
such check is not returned to Seller as being not payable. In the event the
check is returned as being not payable, or in the event such check is not
received at the referenced address within five (5) days after it is due,
Purchaser shall pay (without demand or notice) a late fee in the amount of
five
percent (5%) of the payment that is overdue.
2.
Conditions
Precedent to Buyer’s Obligation to Purchase.
The
Buyer’s obligation to purchase the Ownership Interests and take other actions
required by this Purchase agreement is subject to the each of the following
conditions:
(A)
The
resignation of X.X. XxXxxx as the Company’s President/C.E.O. and as a manager
and/or member of the Company’s board of directors, and
(B)
The
resignation of Xxxxxxx Xxxxx as a manager and/or member of the Company’s board
of directors.
3.
Security
Agreement.
A. Buyer
hereby pledges, grants a security interest in, mortgages, and collaterally
assigns and transfers to Seller, as security for the performance in full when
due of all obligations and the payment of all indebtedness contained herein
and
in the Note, all of Buyer’s right, title and interest in and to the Ownership
Interests. Buyer shall hereby be deemed to have delivered to Seller the
certificate evidencing ownership of the Ownership Interests after the Ownership
Interest has been re-issued in the Buyer’s name pursuant to the sale addressed
in Section 1 above (the “Ownership Interest Certificate”).
B. Upon
complete satisfaction of the obligations contained herein and upon satisfaction
of the Note, Seller shall promptly return to Buyer the Ownership Interest
Certificate and any other documents evidencing ownership or rights to stock
in
the Company subsequently transferred to Seller pursuant to this Agreement.
C. So
long
as Buyer is not in default of the Note or this Agreement, Buyer shall retain
all
voting rights with respect to the Ownership Interest. In the event of default
of
the Note or this Agreement, Seller shall have the right to vote the Ownership
Interest and to exercise any and all additional corporate rights which a
shareholder of the Company may exercise; provided however, that under no
circumstances shall Buyer amend the Company’s articles of incorporation or
otherwise change the Company’s state of incorporation.
2
D.
Buyer
and Seller’s rights and duties with regard to the Security Agreement granted
herein, including, but not limited to, the parties’ rights and duties in the
event of Buyer’s default under the Note or this Agreement, shall be governed by
Article 9 of the Uniform Commercial Code.
E. Purchaser
represents and warrants that, under no circumstances, shall Purchaser subject
the Ownership Interests in the Company to any
form of
security agreement whatsoever other than the security interest granted to Seller
under the terms of this Agreement.
4.
Seller's
Representations and Warranties.
Seller
hereby represents and warrants that Seller has legal title to the Ownership
Interest, free and clear of all liens, pledges, or encumbrances of any kind,
nature, or description, with full and unrestricted legal power, authority,
and
right to enter into this Purchase and Sale Agreement (“Agreement”), to transfer
and deliver the Ownership Interest to Buyer pursuant hereto. Hereafter,
Buyer will be the owner of the Ownership Interest and receive legal title to
such Ownership Interest, free and clear of all liens, claims, pledges, or
encumbrances of any kind, nature, or description, excepting only those
restrictions contained in the Bylaws and Articles of Incorporation. Seller
does not retain any further right, title or interest in the Company whatsoever,
except as specified herein. Seller covenants and agrees to warrant and defend
the title to the Ownership Interest sold and conveyed to Buyer against all
adverse claims. With respect to Seller’s receipt of the Shares as consideration
for the Ownership Interest, Seller further represents and warrants as
follows:
| (A) |
An
investment in the Buyer is highly speculative and only investors
who can
afford the loss of their entire investment should consider investing
in
the Buyer and the Shares;
|
| (B) |
Seller
has such knowledge and experience in finance, securities, investments,
and
other business matters so as to be able to protect its interests
in
connection with this transaction;
|
| (C) |
Seller
is an "Accredited Investor" as such term is defined in Rule 501 of
Regulation D promulgated under the United States Securities Act of
1933,
as amended.
|
| (D) |
Seller
hereby acknowledges that this offering of Shares has not been reviewed
by
the United States Securities and Exchange Commission ("SEC") and
that the
Shares are being issued by the Company pursuant to an exemption from
registration provided by Section 4(2) of the Securities Act of 1933
and
that the stock certificate evidencing the Shares received by Seller
will
contain a legend in substantially the following
form:
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3
THE
STOCK
REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT
BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES
LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER UNLESS IN THE OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER
AND
THAT SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE APPLICABLE FEDERAL AND STATE
SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.
| (E) |
Seller
is acquiring the Shares as principal for Seller’s own benefit and with the
intent to hold the same indefinitely for investment purposes and
not with
a view to resale or distribution;
|
| (F) |
Seller
is not aware of any advertisement of the
Shares.
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Seller’s
representations, warranties, and duties contained in the Agreement shall survive
the execution and delivery hereof and the delivery of Shares and Ownership
Interest.
5. Buyer’s
Representations and Warranties.
Buyer represents and warrants to the Seller that:
(A)
Buyer is a corporation duly organized, existing and in good standing under
the
laws of the State of Nevada and has the corporate power to conduct the business
which it conducts and proposes to conduct.
(B)
Upon issue, the Shares will be duly and validly issued, fully paid and
non-assessable common shares in the capital of the Buyer.
6.
Mutual
Release.
Except with respect to the terms and conditions contained in this Agreement,
Seller hereby releases, remises, acquits and forever discharges Buyer, and
Buyer
hereby releases, remises, acquits and forever discharges Seller, and their
related or controlled entities, and all of their directors, officers, members,
managers, partners, employees, servants, attorneys, assigns, heirs, successors,
agents and representatives, past and present, and the respective successors,
executors, administrators and any legal and personal representatives of each
of
the foregoing, and each of them, from any and all claims, demands, actions,
causes of action, debts, liabilities, rights, contracts, obligations, duties,
damages, costs, expenses or losses, of every kind and nature whatsoever, and
by
whomever asserted, whether at this time known or suspected, or unknown or
unsuspected, anticipated or unanticipated, direct or indirect, fixed or
contingent, or which may presently exist or which may hereafter arise or become
known, in law or in equity, in the nature of an administrative proceeding or
otherwise, for or by reason of any event, transaction, matter or cause
whatsoever. The parties, and each of them, hereby further
4
acknowledge
and agree that the nature, extent and results of any claims of either of
the
parties against the other party may not now be known, anticipated or fully
appreciated, but that the parties have entered into this Agreement in
consideration of and in reliance upon the release provisions herein extending
to
claims which are presently not known or suspected to exist at the time of
the
execution of this Agreement. It is understood by the Buyer and the Seller
(individually, each a “Party” and collectively, the “Parties”) that the facts
with respect to which the foregoing release is given may hereafter turn out
to
be other than or different from the facts now known to a Party or the Parties
or
believed by a Party or the Parties to be true, and each Party therefore
expressly assumes the risk of the facts turning out to be so different and
agrees that the foregoing release shall be in all respects effective and
not
subject to termination or rescission by any such difference in
facts.
7.
General.
This
Agreement shall bind and inure to the benefit of Seller, Buyer, and their
respective successors and assigns. The terms and provisions of this Agreement
may not be modified or amended, or any of the provisions hereof waived except,
in the case of modification and amendment, pursuant to the written consent
of
the parties to this Agreement, and, in the case of waiver, pursuant to a writing
by the party so waiving. This Agreement constitutes the entirety of the
agreement between the parties. This Agreement may be executed by one or more
of
the parties on any number of separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same instrument; in
making proof of this Agreement, it shall not be necessary to produce or account
for more than one counterpart thereof executed by the party to be charged.
Section headings in this Agreement are for convenience of reference only.
Dated
this 12th day of December, 2006.
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Assured
Pharmacy, Inc. (“Buyer”)
/s/
Xxxxxx XxxXxxxxxx
by:
Xxxxxx XxxXxxxxxx
its:
Chief Executive Officer
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TPG,
L.L.C. (“Seller”)
/s/
Xxxxxxx Xxxxx
by:
Xxxxxxx Xxxxx
its:
Manager
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5
PROMISSORY
NOTE
|
$460,000
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December
15,
2006
|
FOR
GOOD
AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFCIENCY OF WHICH IS ACKNOWLEDGED,
Assured Pharmacy, Inc. ("Maker") hereby promises to pay to the order of TPG,
L.L.C. ("Holder") at Las Vegas, Nevada, or at such other place as Holder shall
designate, the sum of Four Hundred Sixty Thousand Dollars ($460,000) payable
as
follows:
| (i) |
$15,000
payable on or before December 15,
2006;
|
| (ii) |
Eleven
(11) consecutive monthly installments of $5,000 payable on or before
the
15th
of
each month commencing in January 2007 through November 2007;
|
| (iii) |
Fourteen
(14) consecutive monthly installments of $15,000 payable on or before
the
15th
of
each month commencing in December 2007 through January 2009;
and
|
| (iv) |
$180,000
payable together with interest at the rate of prime as reported in
the
Wall Street Journal plus 2% per annum commencing from the date of
this
Purchase Agreement payable on or before February 15, 2009. Interest
shall
accrue as of the effective date of this Agreement, which shall be
the date
first stated above
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In
the
event of Maker’s failure to pay when due any amount of principal under this
Note, Maker shall be in default hereunder when and if such failure is not cured
in full within thirty (30) days following delivery of written notice thereof
from Holder to Maker. The total unpaid principal balance under this Note
shall, at the option of the Holder, become due and payable in full in the event
that Maker fails to pay any past-due amount of principal under this Note within
thirty (30) days following delivery of written notice as set forth
above.
This
Note
may be prepaid, in whole or in part, at any time and without penalty.
The
obligations of Maker under this Note are secured by a first lien and security
interest in all of Maker’s right, title and interest the assets of Maker as more
particularly described in that certain Security Agreement, executed and
delivered contemporaneously herewith.
Maker
hereby acknowledges that, notwithstanding any agreement securing this Note,
this
Note shall not be considered a “non-recourse” obligation.
Interest
shall be computed on the basis of a 365-day year or 366-day year as applicable,
and actual days lapsed. Maker shall have the privilege of prepaying the
principal under this Note in whole or in part, without penalty or premium at
any
time. All payments hereunder shall be applied first to interest, then to
principal.
All
parties to this Note hereby waive presentment, dishonor, notice of dishonor
and
protest. All parties hereto consent to, and Holder is hereby expressly
authorized to make, without notice, any and all renewals, extensions,
modifications or waivers of the time for or the terms of payment of any sum
or
sums due hereunder, or under any documents or instruments relating to or
securing this Note, or of the performance of any covenants, conditions or
agreements hereof or thereof or the taking or release of collateral securing
this Note. Any such action taken by Holder shall not discharge the liability
of
any party to this Note.
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HOLDER
TPG,
LLC
By:
____________________
Its:
____________________
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MAKER
By:
Xxxxxx XxxXxxxxxx
Its:
Chief Executive
Officer
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