EXHIBIT 2.1
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization is entered into this 5th day
of February, 1988, by and between BUCKINGHAM VENTURE CORP., a Colorado
corporation, (hereinafter referred to as "Acquiror") and PHYSICIANS DISPENSING
RX, INC., an Oklahoma corporation, (hereinafter referred as "Acquiree") and the
undersigned Stockholders of the Acquiree (hereinafter referred to as
"Stockholders"), as indicated on Exhibit A, and the directors of Acquiror.
RECITALS
Stockholders of Acquiree own a majority of the issued and outstanding
common stock of Acquiree. Acquiror desires to acquire all of the issued and
outstanding stock of Acquiree, making Acquiree a wholly-owned subsidiary of
Acquiror, and Stockholders desire to make a tax free exchange solely of their
shares in Acquiree for shares of Acquiror's $0.0001 par value common stock to be
exchanged as set out herein with said Stockholders
NOW THEREFORE for the mutual consideration set out herein, the parties
agree as follows
AGREEMENT
1. PLAN OF REORGANIZATION. Stockholders of Acquiree are the owners of a
majority of the issued and outstanding common stock of said Acquiree. It is the
intention of the parties hereto that one hundred percent of the issued and
outstanding capital stock of Acquiree shall be acquired by Acquiror in exchange
for stock in the Acquiror, provided that, if less than all of the shares of
Acquiree are acquired, then the number of shares delivered to Acquiree shall be
proportionately reduced. It is the intention of the parties hereto that this
transaction qualify as a tax-free reorganization under Section 368(a)(1)(B) of
the Internal Revenue Code of 1986, as amended, and related sections thereunder.
2. TRANSFER OF SHARES. Acquiror and Stockholders agree that all of the
issued and outstanding shares of common stock of Acquiree shall be transferred
to the Acquiror in consideration for which Acquiror shall transfer to
Stockholders 101,433,633 shares of common stock of Acquiror, or if less than all
of the shares, then a pro-rata number of shares. Acquiror represents that the
101,433,633 shares transferred to Shareholders of Acquiree at closing will
represent eighty-five percent (85%) of the issued and outstanding shares of
Acquiror on the Closing Date without giving effect to the contemplated transfer
of the insider shares as set forth below. Acquiror shares will, on the Closing
Date, as hereafter defined, be delivered to the Stockholders in exchange for
their shares in Acquiree. Stockholders represent and warrant that they and other
stockholders will hold such shares of common stock of Acquiror for investment
purposes and not for further public distribution and agree that the shares shall
be appropriately restricted. The Stockholders of Physicians Dispensing Rx, Inc.
shall purchase eighty-five percent (85%) of the insider shares or 8,500,000
shares of the Acquiror for Forty Thousand Dollars ($40,000.00), payable at
closing.
3. DELIVERY OF SHARES. Within ten days after the Closing Date,
Stockholders will deliver certificates or stock powers representing a majority
of the shares of Acquiree duly endorsed so as to make Acquiror the sole holder
thereof, free and clear of all claims and encumbrances; and on such Closing
Date, delivery of the Acquiror shares, which will be appropriately restricted as
to transfer, will be made to the Stockholders as set forth herein. The
transaction contemplated herein shall not close unless a majority of the shares
of Acquiree are delivered at Closing and the Stockholders of Acquiree owning
such shares execute this Agreement. The Acquiror shall deliver 101,433,633
shares of its common stock to the stockholders at closing.
4. REPRESENTATIONS OF_STOCKHOLDERS AND ACQUIREE. The Stockholders and
Acquiree, hereby represent and warrant that, with respect to their own shares
and as to Acquiree, effective this date and the Closing Date, the
representations listed below are true and correct.
(a) The Stockholders are the owners of a majority of the
issued and outstanding shares of common stock of Acquiree or
certain options to encumbrances; and Stockholders have the
unqualified right to transfer Inc. shareholders were issued
pursuant to a 504 offering and are therefore restricted
securities
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(b) The shares constitute validly issued shares of Acquiree
are fully-paid and nonassessable.
(c) The unaudited nine month financial statements as of
October 31, 1987, Exhibit B hereto, which have been delivered
to Acquiror are complete, accurate and fairly present the
financial condition of Acquiree as of the date thereof and the
results of its operations for the periods covered. There are
no liabilities, either fixed or contingent, not reflected in
such financial statements other than contracts or obligations
in the ordinary and usual course of business constituting
liens or other liabilities which, if disclosed, would not
alter substantially the financial condition of such Acquiree
as reflected in such financial statements. The Acquiree agrees
to supply unaudited financial statements within thirty days of
closing, which will be as of January 31, 1988. These financial
statements have been prepared in accordance with generally
accepted accounting principles consistently applied, except as
otherwise stated therein. Said October 31, 1987 financial
statements reflect a net worth of no less than $100,000
(d) Prior to the Closing Date there will be no negative
material changes in the financial position of Acquiree, except
changes arising in the ordinary course of business, which
changes will in no event materially adversely affect the
financial position of said Acquiree
(e) Acquiree is not involved in any material pending
litigation or governmental investigation or proceeding not
reflected in such financial statement, or otherwise disclosed
in writing to Acquiror and, to the best knowledge of Acquiree
and Stockholders, no material litigation, claims assessments
or governmental investigation or proceeding is threatened
against Acquiree, its principal Stockholders or properties
(f) As of the Closing Date, Acquiree will be in good standing
in its state of incorporation, and will be in good standing
and duly qualified to do business in each state where required
to be so qualified.
(g) Acquiree, to its knowledge, has complied with all state,
federal and local laws in connection with its formation,
issuance of securities, organization, operations, and
capitalization, and no contingent liabilities have been
threatened or claims made, and to its knowledge, no basis for
the same exists with respect to said operations, formation or
capitalization including claims for violation of any state or
federal securities laws.
(h) Acquiree, to its knowledge, has filed all governmental,
tax or related returns and reports due or required to be filed
and has paid all taxes or assessments which have become due as
of the Closing
Acquiree, to its knowledge, has not materially breached any
agreement to which it is a party.
(j) The corporate financial records, minute books, tax
returns, and other documents and records of Acquiree are to be
available to present management of Acquiror prior to the
Closing Date
(k) The execution of this Agreement will not violate or breach
any agreement, contract or commitment to which Acquiree or its
Stockholders are a party and has been duly authorized by all
appropriate and necessary action
(1) At the date of this Agreement, Stockholders have, and at
the Closing Date will have to the best of their knowledge,
disclosed all events, conditions and facts materially
affecting the business and prospects of Acquiree. Stockholders
have not now and will not have, at the Closing Date, withheld
knowledge of any such events, conditions, and facts which he
knows or has reasonable grounds to know, may materially affect
the business and prospects of Acquiree
(m) Stockholders hereby state that the materials, including
current financial statement, current
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income tax returns, prepared and delivered by Acquiror to
Stockholders, have been read and understood by Stockholders,
and that they are familiar with the business of Acquiror, that
they are acquiring the Acquiror shares under Section 4(2),
commonly known as the private offering exemption of the
Securities Act of 1933
5. REPRESENTATIONS OF ACQUIRING CORPORATION. Acquiror and its
shareholders hereby represent and warrant as follows
(a) As of the Closing Date, the Acquiror's shares to be
delivered to the Stockholders will constitute valid and
legally issued shares of Acquiror, fully-paid and
nonassessable, and will be legally equivalent in all respects
to the common stock of Acquiror issued and outstanding as of
the date thereof.
(b) The officers of Acquiror are duly authorized to execute
this Agreement and have taken all action required by law and
agreements, charters, and by-laws, to properly and legally
execute this Agreement.
(c) Acquiror represents that, as of the Closing Date, it will
have no liabilities or obligations of any nature (whether
absolute, accrued, contingent or otherwise and whether due or
to become due) except as otherwise expressly stated herein.
(d) Since the completion of the Company's public offering
there have not been, and as of the Closing Date there shall
not be, any material changes in the financial position of
Acquiror, except changes arising in the ordinary course of
business, which changes shall in no event adversely affect the
financial condition of the Acquiror.
(e) Acquiror is not involved in any pending litigation, claims
or governmental investigation or proceeding not reflected in
such financial statements or otherwise disclosed in writing to
the Stockholders and there are no lawsuits, claims,
assessments, investigations or similar matters, to be the best
knowledge of management, threatened or contemplated against
Acquiror, its management or properties.
(f) As of the Closing Date and the date hereof Acquiror is
duly organized, validly existing and in good standing under
the laws of the State of Colorado; it has the corporate power
to own its property and to carry on its business as now being
conducted and is duly qualified to do business in any
jurisdiction where so required.
(g) Acquiror has not breached, nor is there any pending or
threatened claims or any legal basis for a claim that Acquiror
has breached, any of the terms or conditions of any
agreements, contracts or commitments to which it is a party or
is bound and the execution and performance hereof will not
violate any provisions of applicable law of any agreement to
which Acquiror is subject.
(h) The capitalization of Acquiror comprises authorized common
stock of 300,000,000 shares, $0.0001 par value, of which
17,899,000 shares are issued and outstanding as of the date
hereof. All outstanding shares have been duly authorized,
warrants, options or related commitments of any nature not
reflected in the current financial statements of Acquiror.
Acquiror has no subsidiary corporation.
(ii)
(j) The shares of restricted common stock of Acquiror to be
issued to Stockholders at Closing will be validly issued,
nonassessable and fully paid under Colorado corporation law
and will be issued in a non-public offering and isolated
transaction under federal and state securities laws.
(k) The corporate financial records, minute books, tax
returns, and other documents and records
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of Acquiror are to be available to present management of
Acquiree prior to the Closing Date and turned over to new
management in their entirety at Closing or as soon thereafter
as practicable.
(l) Acquiror has filed all governmental, tax or related
returns and reports due or required to be filed and has paid
all taxes or assessments which have become due as of the
Closing.
(m) The execution of this Agreement will not violate or breach
any agreement, contract or commitment to which Acquiror is a
party and has been duly authorized by all appropriate and
necessary action..
(n) At the date of this Agreement, Acquiror has, and at the
Closing Date will have to the best of its knowledge, disclosed
all events, conditions and facts materially affecting the
business and prospects of Acquiror. Acquiror has not now and
will not have, at the Closing Date, withheld knowledge of any
such events, conditions, and facts which Acquiror knows or has
reasonable grounds to know, may materially affect the business
and prospects of Acquiror.
(o) Acquiror shall have a minimum of $130,000 in its bank
accounts and certificates of deposit on the Closing Date, and
will take all steps necessary at closing so as to allow the
new directors of the Acquiror as contemplated by Section 14 of
this agreement to have immediate access to such funds.
Acquiror's only liability or obligation of any type at closing
shall be to American Financial Group, which obligation is
payable at $1,000.00 per month for a period of ten (10) months
subsequent to closing. American Financial Group has assisted
in evaluating a merger candidate.
(p) Acquiror is aware that the Physicians Dispensing Rx, Inc.
shares involved in the exchange were issued pursuant to an
exemption from registration under the securities laws, and,
therefore, are subject to restrictions on transfers. Acquiror
is acquiring the shares solely for its own account for
investment and not for the purpose of resale, distribution,
subdivision or fractionalization thereof..
6. CLOSING DATE. The Closing Date herein referred to shall be upon such date as
the parties hereto may mutually agree upon but is expected to be on or about
February 5, 1988. At the Closing the Stockholders will be deemed to have
accepted delivery of the certificate of stock to be issued in their names, and
in connection therewith will make delivery of their stock in Acquiree to
Acquiror. Certain opinions, exhibits, etc. may be delivered subsequent to the
Closing Date upon the mutual agreement of the parties hereto.
7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ACQUIREE. All obligations of
Acquiree and Stockholders under this Agreement are subject to the fulfillment,
prior to or as of the Closing Date, of each of the following conditions.
(a) The representations and warranties by or on behalf of
Acquiror contained in this Agreement or in any certificate or
documents delivered to Acquiree pursuant to the provisions
hereof shall be true in all material respects at and as of the
time of Closing as though such representations and warranties
were made at and as of such time.
(b) Acquiror shall have performed and complied with all
covenants, agreements, and conditions required by this
Agreement to be performed or complied with by it prior to or
at the Closing on the Closing Date.
(c) The present directors of Acquiror will cause the
appointment of all of Acquiree's nominees to the Board of
Directors of Acquiror as directed by Acquiree and will have
arranged for the resignation of the existing officers and
directors of Acquiror.
(d) All instruments and documents delivered to Stockholders
pursuant to the provisions hereof shall be reasonably
satisfactory to legal counsel for Stockholders.
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(e) Acquiror, to its knowledge, has complied with all state,
federal and local laws in connection with its formation,
issuance of securities, organization, operations, and
capitalization, and no contingent liabilities have been
threatened or claims made, and to its knowledge, no basis for
the same exists with respect to said operations, formation or
capitalization including claims for violation of any state or
federal securities laws.
(f) All state and federal securities filings, notices and/or
any other necessary steps associated with the Regulation A
offering of Buckingham have been taken as of the date of
closing, and the directors, officers, principal shareholders
and counsel for Buckingham agree to assist Acquiree in
complying with any requirements associated with the Regulation
A offering subsequent to Closing. Counsel's professional
assistance in such matters shall be compensable at his normal
and customary fee.
(g) Acquiror shall have delivered to Stockholders and Acquiree
an opinion of its counsel dated the Closing Date to the effect
that.
( i) Acquiror is a corporation duly organized,
validly existing and in good standing under the laws
of the State of Colorado.
( ii) Acquiror has the corporate power to carry on
its business as now being conducted, and is duly
qualified to do business in any jurisdiction where so
required.
(iii) This Agreement has been duly authorized,
executed and delivered by Acquiror and is a valid and
binding obligation of Acquiror enforceable in
accordance with its terms.
( iv) Acquiror through its Board of Directors has
taken all corporate action necessary for performance
under this Agreement.
( v) The documents executed and delivered to Acquiree
and Stockholders hereunder are valid and binding in
accordance with their terms and vest in Stockholders
all right, title and interest in and to the stock of
Acquiror and said stock when issued will be duly and
validly issued, fully-paid and nonassessable.
( vi) Except as referred to herein such counsel knows
of (a) no actions, suit or other legal proceedings or
investigations pending or threatened against or
relating to or materially adversely affecting
Acquiror; and (b) no unsatisfied judgments against
Acquiror.
(vii) Counsel has no reason to doubt the accuracy or
completeness of any representation or warranty made
by the Acquiror herein.
8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ACQUIROR. All obligations
of Acquiror under this Agreement are subject to the fulfillment, prior to or as
of the Closing Date, of each of the following conditions.
(a) The representations and warranties by Acquiree and
Stockholders contained in this Agreement or in any certificate
or document delivered to Acquiror pursuant to the provisions
hereof shall be true at and as of the time of Closing as
though such representations and warranties were made at and as
of such time.
(b) Acquiree and Stockholders shall have performed and
complied with all covenants, agreements, and conditions
required by this Agreement to be performed or complied with by
it prior to or at the Closing; including the delivery of all
of the outstanding stock, either stock certificates or stock
powers, of Acquiree within ten days after closing.
(c) The Stockholders shall deliver within twenty days after
closing to Acquiror a letter commonly known as an "investment
letter" agreeing that the shares of stock in Acquiror are
being acquired
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for investment purposes, and not with a view to public resale.
(d) Acquiree, through its counsel, shall deliver to Acquiror
an opinion to the effect that
( i) Acquiree is a corporation duly organized,
validly existing and in good standing under the laws
of the State of Oklahoma and is duly qualified to do
business in any jurisdiction where so required.
( ii) Acquiree has the corporate power to carry on
its business as now being conducted.
(iii) This Agreement has been duly authorized,
executed and delivered by Acquiree and is a valid and
binding obligation of Acquiree and is enforceable in
accordance with its terms.
( iv) Acquiree, through its Board of Directors, has
taken all corporate action necessary for performance
under this Agreement.
( v) To the best knowledge of Counsel, the documents
executed and delivered to Acquiror hereunder are
valid and binding in accordance with their terms and
vest in Acquiror all right, title and interest in and
to the stock of Acquiree and said stock is duly and
validly issued, fully-paid and nonassessable.
( vi) To the best knowledge of Counsel, except as
referred to herein the officers know of (a) no
actions, suit or other legal proceedings or
investigations pending or threatened against or
relating to or materially adversely affecting
Acquiree; and (b) no unsatisfied judgments against
Acquiree.
(vii) Counsel has no reason to doubt the accuracy or
completeness of any representation or warranty made
by the Acquiree herein.
9. INDEMNIFICATION. Within the period provided in paragraph herein and
in accordance with the terms of that paragraph, each party to this Agreement
shall indemnify and hold harmless each other party at all times after the date
of this Agreement against and in respect of any liability, damage or deficiency,
all actions, suits, proceedings, demands, assessments, judgments, costs and
expenses including attorney's fees incident to any of the foregoing, resulting
from any misrepresentations, breach of covenant or warranty or nonfulfillment of
any agreement on the part of such party under this Agreement or from any
misrepresentation in or omission from any certificate furnished or to be
furnished to a party hereunder. Subject to the terms of this Agreement, the
defaulting party shall reimburse the other party or parties on demand, for any
reasonable payment made by said parties at any time after the Closing, in
respect of any liability of claim to which the foregoing indemnity relates, if
such payment is made after reasonable notice to the other party to defend or
satisfy the same and such party failed to defend or satisfy the same.
10. NATURE AND SURVIVAL OF REPRESENTATIONS. All representations,
warranties and covenants made by any party in this Agreement shall survive the
Closing hereunder and the consummation of the transactions contemplated hereby
for two years from the date hereof. All of the parties hereto are executing and
carrying out the provisions of this Agreement in reliance solely on the
representations, warranties and covenants and agreements contained in this
Agreement or at the Closing of the transactions herein provided for and not upon
any representations, warranty, agreement, promise or information, written or
oral, made by the other party or any other person other than as specifically set
forth herein.
11. DOCUMENTS AT CLOSING. At the Closing, the following transactions
shall occur, all of such transactions being deemed to occur simultaneously:
(a) Stockholders will deliver, or cause to be delivered, to
Acquiror the following:
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( i) Within ten days after closing, stock
certificates or stock powers for the stock of
Acquiree being tendered hereunder, duly endorsed and
guaranteed or notarized in blank.
( ii) All corporate records of Acquiree, including
without limitation corporate minute books (which
shall contain copies of the Articles of Incorporation
and By-Laws, as amended to the Closing), stock books,
corporate seals, and other such corporate books and
records as may reasonably be requested for review by
Acquiror and its counsel.
(iii) The opinion of counsel as set forth herein.
( iv) Such other instruments, documents and
certificates, if any, as are required to be delivered
pursuant to the provisions of this Agreement or which
may be reasonably requested in furtherance of the
provision of this Agreement.
(b) Acquiror will deliver or cause to be delivered to
Stockholders and Acquiree:
( i) Stock certificates for common stock to be
issued as a part of the exchange as listed on
Exhibit A.
( ii) A certificate of the President and Secretary of
Acquiror to the effect that all representations and
warranties of Acquiror made under this Agreement are
reaffirmed on the Closing Date, the same as though
originally given to Stockholders on said date.
(iii) The opinions of Acquiror's counsel set forth
herein.
( iv) Copies of resolutions by Acquiror's Board of
Directors authorizing this transaction.
( v) Such other instruments and documents as are
required to be delivered pursuant to the provisions
of this Agreement.
12. MISCELLANEOUS. The Acquiror's name shall be changed to Physicians
Dispensing Rx, Inc.
13. FINDERS FEES. Xxxxxx Xxxxxxx shall receive 2,000,000 shares of the
Acquiror as a consultant to this transaction. Xx. Xxxxxx shall receive his
shares out of the 101,433,633 referred to in Section 2 but not with respect to
the costs relating to the registration of said shares. No other party has dealt
with any broker or agent in connection with the execution of this Agreement
other than Messrs. Xxxxxxx and Xxxxxx. No additional compensation of any kind is
due to any parties besides Messrs. Xxxxxxx and Xxxxxx. Messrs. Xxxxxxx and
Xxxxxx will receive restricted shares.
14. BOARD OF DIRECTORS. New directors for the Acquiror shall be Xxxxxx
X. Xxxxxx, D.O., C.T. Xxxxx, D.O., Xxxxxx X. Xxxxx, Xxxxx X. Xxxx and Xxxxx 0.
Xxxxx.
15. PIGGY BACK RIGHTS. The Acquiree's officers and directors agree to
give "piggy back" registration rights to all restricted shareholders of the
Acquiror after the merger. Such rights are as follows:
REGISTRATION RIGHTS: If, during the 24-month period following the
Closing Date, the Acquiror files a registration statement with the Securities
and Exchange Commission (the "SEC") on Forms X-0, X-0 or S-3 for the purpose of
registering any of its common stock pursuant to the Securities Act of 1933, the
Acquiror agrees to notify all persons who hold stock which is, as of the Closing
Date, restricted from resale ("'Restricted Stock") of its intent to file such
registration and, if requested within five (5) days from the date of such
notification, to include the Restricted Stock in such registration statement.
The provisions hereof shall not impose any obligation on the Acquiror to file
any registration statement nor shall any statement contained herein be construed
as a representation of any intent by the Acquiror or the Acquiree to file any
registration statement. The Acquiror's obligation to include shares of the
Restricted Stock in any registration statement shall cease 24 months from the
Closing Date.
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The holders of any Restricted Stock shall bear all of their own
expenses, if any, incurred in connection with the offering and sale of their
Restricted Stock, but not with respect to the cost relating to the registration
of said shares. In the event any information is furnished in writing to the
Acquiror by or on behalf of the seller of any Restricted Stock for inclusion in
a registration statement, and any such information contains any untrue
statements or allegedly untrue statements of material fact or fails to state any
material facts required to be stated to make the statements made not misleading,
the seller who furnished such information or on his behalf such information is
furnished, shall agree to indemnify the Acquiror, its directors and such of its
officers as shall have signed any registration statement for such sale of common
stock and each person who controls the Acquiror within the meaning of Section 15
of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of
1934 for all losses, claims, damages or liabilities to which they or any of them
may become subject under the Securities Act, under any other statute, at common
law, or otherwise, and shall reimburse such persons for any legal or other
expenses (including the cost of any investigation and preparation) reasonably
incurred by them or any of them in connection with the investigating or
defending against any such losses, claims, damages or liabilities.
16. ADDITIONAL PROVISIONS.
(a) FURTHER ASSURANCES. At any time and from time to time,
after the effective date, each party will execute such
additional instruments and take such action as may be
reasonably requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to
carry out the intent and purposes of this Agreement.
(b) WAIVER. Any failure on the part of any party hereto to
comply with any of its obligations, agreements or conditions
hereunder may be waived in writing by the party to whom such
compliance is owed.
(c) NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given if
delivered in person or sent by pre-paid first class registered
or certified mail, return receipt requested.
(d) HEADINQS. The section and subsection heading in this
Agreement are inserted for convenience only and shall not
affect in any way the meaning or interpretation of this
Agreement.
(e) COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts, each of which
shall be deemed an original, but all of which together shall
constitute one and the same instrument.
(f) GOVERNING LAW. This Agreement was negotiated and is being
contracted for in the State of Colorado and shall be governed
by the laws of the State of Colorado, and the securities being
issued herein are being issued and delivered in the State of
Colorado in accordance with isolated transaction and
non-public offering exemption.
(g) BINDING EFFECT. This Agreement shall be binding upon the
parties hereto and inure to the benefit of the parties, their
respective heirs, administrators, executors, successors and
assigns.
(h) ENTIRE AGREEMENT. This Agreement contains the entire
agreement between the parties hereto and supersedes any and
all prior agreements, arrangements or understandings between
the parties relating to the subject matter hereof. No oral
understandings, statements, promises or inducements contrary
to the terms of this Agreement exist. No representations,
warranties, covenants or conditions, express or implied, other
than as set forth herein, have been made by any party.
(i) TIME. Time is of the essence.
(j) SEVERABILITY. If any part of this Agreement is deemed to
be unenforceable the balance of the
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Agreement shall remain in full force and effect.
(k) DEFAULT COSTS. In the event any party hereto has to resort
to legal action to enforce any of the terms hereof, such party
shall be entitled to collect attorney's fees and other costs
from the party in default.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
BUCKINGHAM VENTURE CORP. PHYSICIANS DISPENSING RX, INC.
BY /s/ A. Xxxxxxx Xxxxx BY /s/ Xxxxxx X. Xxxxxx
-------------------- --------------------
TITLE President TITLE President
------------------ ------------------
/s/ A. Xxxxxxx Xxxxx
--------------------
A. Xxxxxxx Xxxxx
On behalf of the Board of
Directors of the Company
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