EXHIBIT 3.4 TO FORM 10-QSB
NOTE PURCHASE AGREEMENT
This Note Purchase Agreement ("Agreement") entered into this ____ day
of _______, 1993, by and between Xxxxxxx X. Xxxxxxx ("Xxxxxxx"), Xxx.Xxx., Inc.,
a Texas corporation ("PhyMed") and the Employee Stock Ownership Plan of
Xxx.Xxx., Inc. ("ESOP")
W I T N E S S E T H:
WHEREAS, the ESOP has agreed to purchase 300 shares of PhyMed stock
from Xxxxxxx for the purchase price $1,200,000.00;
WHEREAS, the ESOP has agreed to pay Xxxxxxx such purchase with
$400,000.00 in cash and an $800,000.00 Note of even date herewith;
WHEREAS, PhyMed deemed it in its best interest to purchase the ESOP
Note on or after 5 years from the date hereof.
For and in consideration of the covenants, representations and
warranties set forth herein, Xxxxxxx, PhyMed and the ESOP hereby agrees as
follows:
16. PhyMed hereby agrees that it shall purchase from Xxxxxxx the
ESOP Note from Xxxxxxx, upon the terms as set forth herein.
17. The purchase price for the Note shall be the amount of the
outstanding principal balance of the Note on the date of
notice by Xxxxxxx to PhyMed exercising its rights pursuant to
this Agreement, as set forth hereinbelow.
18. Xxxxxxx shall have the right to require that PhyMed purchase
the Note for the purchase price set forth above on or after 5
years, but before the expiration of 6 years, from the date of
the Agreement, upon written notice to PhyMed. Such notice
shall be by certified mail, return receipt requested addressed
to the President of PhyMed at its the current principal
business address.
19. Upon receipt of notice by PhyMed, that Xxxxxxx is exercising
his rights pursuant to this Agreement, PhyMed shall have 30
days from the date of such notice to close the transaction
contemplated herein and pay the purchase price for the Note.
20. Both parties agree to execute any and all documentation
necessary to consummate the closing of the purchase of the
Note as contemplated herein.
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21. This Agreement is performable in Dallas, Dallas County, Texas
and shall be construed according to the laws of the State of
Texas.
/s/ Xxxxxxx X. Xxxxxxx
------------------------------------
XXXXXXX X. XXXXXXX
XXX.XXX., INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
XXXXXX X. XXXXXX, President
EMPLOYEE STOCK OWNERSHIP OF
XXX.XXX., INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
XXXXXX X. XXXXXX, Trustee
(Executed for the purpose of consenting
to the Sale of the ESOP)
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