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Exhibit 10.2
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") dated as of September
29, 2000, by among Metropolitan Health Networks, Inc. or its designee ("Buyer")
and Xxxxxx Xxxxxxxx, individually and as attorney in fact for all existing
shareholders ("Seller").(1)
WHEREAS, Buyer desires to purchase all of Seller's stock in Alpha
Clinical Laboratory Corp., lnc. ("Alpha");
WHEREAS, Seller, as the sole owner of the stock of Alpha, desires to
sell all of the Shares to Buyer;
WHEREAS, Seller and Buyer agree that this Agreement shall supercede all
other agreements executed between them;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged the parties agree as follows:
1. PURCHASE AND SALE. Seller agrees to sell and Buyer agrees to
purchase all of the Shares in Alpha on the terms and conditions of this
Agreement.
2. PURCHASE PRICE. Upon execution of this Agreement Seller shall
receive the following in return for the transfer of all the shares of stock in
Alpha to Buyer;
A. Xxxxxx Xxxxxxxx ("Xxxxxxxx") shall receive 25,000 shares of common
stock as restricted by SEC Rule 144 in Metropolitan Health Networks, Inc;(2)
B. Xxxxx Xxxxxx ("Xxxxxx") shall receive 10,000 shares of common stock
as restricted by SEC Rule 144 in Metropolitan Health Networks, Inc.; and
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(1) The term "Seller" shall include all owners of stock of Alpha at the
time of closing. Seller owns alI of the shares of Alpha.
(2) Xxxxxxxx, Xxxxxx and Xxxxxxxx shall have the right to sell their
stock in Buyer at the first point restrictions as to sale of such stock are
lifted. Seller shall notify Buyer at Closing of the date on which such
restrictions are to be lifted. RIGHT OF FIRST REFUSAL - Once the restrictions
have been lifted as to the stock in Metropolitan Health Networks, Inc., Buyer or
its designee shall have the right to repurchase such shares from Xxxxxxxx,
Xxxxxx and Xxxxxxxx at a price of $2.50 per share. Buyer or its designee shall
inform Xxxxxxxx, Xxxxxx and Xxxxxxxx, in writing within five (5) days from the
date of the lifting of the restrictions on such stock, of its intent to exercise
its right to repurchase such shares. Failure of Buyer to exercise its rights
within the five (5) day period shall be construed as its decision not to
exercise such rights.
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C. Xxxx Xxxxxxxx ("Xxxxxxxx") shall receive 15,000 shares of common
stock as restricted by SEC Rule 144 in Metropolitan Health Networks, Inc.
3. CLOSING. The closing of the transactions contemplated hereby (the
"Closing") shall take place at offices of Xxxxxx X. Mur, Esq. on September ____,
2000.
At the Closing, Seller shall deliver to Buyer certificates representing
100% of their Shares in Alpha, duly endorsed in blank and free and clear of any
security interest, lien or other encumbrance.
Seller shall also deliver to Buyer at closing, all other documents
required of Seller for closing of the stock purchase hereunder.
4. EFFECTIVE DATE. The purchase and sale shall be deemed effective as
of October 2, 2000.
5. MISCELLANEOUS.
5.1. NOTICE. Any notice given under this Agreement must be in
writing, addressed to the party to be notified, postage prepaid and certified
with return receipt requested, or by sending the notice by means of an
internationally recognized next-day deliver service. For purposes of notice the
address of the parties shall be:
If to Buyer: If to Seller:
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000 Xxxxxxxxxx Xxxx. South c/x Xxxxxx & Xxxxxx, P.A.
Xxxx Xxxx Xxxxx, XX 00000 0000 XX 00xx Xxxxxx
Xxxxx, Xxxxxxx 00000
Any notice shall be effective upon receipt as described in this Section. Either
party may change its address for notice by written notice to the other party in
accordance with this Section.
5.2. ENTIRE AGREEMENT. This Agreement, the documents which are
schedules to this Agreement and any other contemporaneous agreements entered
into by the parties contain the sole and entire agreement among the parties with
respect to their subject matter and supersedes any and all other prior written
or oral agreements among them with respect to such subject matter.
5.3. AMENDMENT. No amendment or modification of this Agreement
shall be valid unless in writing and duly executed by the parties affected by
the amendment or modification.
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5.4. BINDING EFFECT. This Agreement shall be binding upon the
parties and their respective representatives, successors and assigns.
5.5. WAIVER. Waiver by any part of any breach of any provision
of this Agreement shall not be considered as or constitute a continuing waiver
of any other breach of the same or any other provision of this Agreement.
5.6. CAPTIONS. The captions contained in this Agreement are
inserted only as a matter of convenience or reference and in no way define,
limit, extend or describe the scope of this Agreement or the intent of any of
its provisions.
5.7. CONSTRUCTION. In the construction of this Agreement,
whether or not so expressed, words used in the singular or in the plural,
respectively, include both the plural and the singular and the masculine,
feminine and neuter genders include all other genders. Since all parties have
engaged in the drafting of this Agreement, no presumption of construction
against any party shall apply.
5.8. SECTION REFERENCES. All references to Sections contained
in this Agreement shall be deemed to be references to Sections of this
Agreement, except to the extent that any such reference specifically refers to
another document. All references to Sections shall be deemed to also refer to
all subsections of Sections, if any.
5.9. SEVERABILITY. In the event that any portion of this
Agreement is illegal or unenforceable, it shall affect no other provisions of
this Agreement, and the remainder of this Agreement shall be valid and
enforceable in accordance with its terms.
5.10. ABSENCE OF THIRD PARTY BENEFICIARIES. Nothing in this
Agreement, express at implied, is intended to (a) confer upon any entity or
person other than the parties to this Agreement and their authorized successors
and assigns any rights or remedies under or by reason of this Agreement as a
third party beneficiary or otherwise; or (b) authorize anyone not a party to
this Agreement to maintain an action or institute an arbitration proceeding
pursuant to or based upon this Agreement.
5.11. ASSIGNMENT. This Agreement may not be assigned by any
party without the written consent of all other parties. Such consent will not be
unreasonably withheld.
5.12. GOVERNING LAW. This Agreement mid the interpretation of
its terms shall be governed by the laws of the State of Florida without
application of conflicts of law principles. All parties hereto waive any
objection to the jurisdiction of the courts of Miami-Dade County, Florida, over
is Agreement, including, but not limited to any objection based upon the
inconvenience of the forum.
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5.13. ATTORNEYS' FEES. In the event that any litigation or
other dispute resolution proceeding is commenced involving, arising out of, or
relating to this Agreement, the prevailing party shall be entitled to an award
of its reasonable attorneys' fees, costs, and expenses from the time that the
proceeding is commenced, through any and all appeals, until any judgment or
final order becomes and non-appealable.
5.14. COUNTERPARTS. This Agreement may be executed and
delivered in two or more counterparts which shall be deemed to be an original
and all of which, taken together, shall be deemed to be an original and all of
which, taken together, shall be deemed to be one agreement.
6. WARRANTIES AND REPRESENTATIONS. All representations and warranties
of the parties to this agreement and all other agreements executed on even date
with this agreement that are referenced in this agreement shall survive the
closing of this agreement.
7. PRIOR AGREEMENTS. Any and all prior agreements made by and among the
parties to this Agreement are hereby rescinded and are null and void.
8. INDEMNIFICATION. Buyer to Seller. Buyer hereby agrees to indemnify
Seller and Xxxxxxx Xxxxxxx Xxxxxxxx and defend and hold them harmless from and
against all claims, damages, loses, costs and expenses (including reasonable
attorneys fees, court costs and other expenses incident to any proceeding,
investigation or any claim, including without limitation in any suit by Seller
against Buyer) attributable directly or indirectly to the breach by Buyer of any
representation or warranty made by them herein or in any instrument delivered
pursuant hereto or in connection with the transactions contemplated by this
Agreement concurrently executed herewith for any actions taken by itself or
Alpha after September _____, 2000.
9. RELEASE. Seller shall be released from any personal liability with
respect to advances made by Buyer pursuant to the prior agreements executed by
the parties.
10. NON-SOLICITATION. Seller hereby agrees not to solicit, directly or
indirectly, the customers or employees of Alpha.
11. FURTHER ASSURANCES. Each party shall cause to be prepared, executed
and delivered at Closing or immediately thereafter all other appropriate and
customary documents as the other party or its counsel may reasonably request for
the purpose of consummating the transactions contemplated by this Agreement to
be consummated at the Closing. After the Closing, each party shall execute and
deliver such additional and/or confirmatory documents, without further
consideration, as the other party or its counsel shall reasonably request to
further effectuate or confirm the transactions and transfers contemplated by
this Agreement.
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WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first written above.
Witness:
Metropolitan Health Networks, Inc.
By: /s/ Xxxxx Xxxxxxx
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/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
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