EXHIBIT 2.1
PARTNERSHIP INTEREST PURCHASE AND SALE AGREEMENT
THIS AGREEMENT (the "Agreement") is made the __ day of May, 2003 (THE
"EFFECTIVE DATE"), by and among HBOA Holdings, Inc. ("PURCHASER"), and E-Z AUTH.
MANAGEMENT CO., a Florida Corporation ("E-Z") HFE, LTD., a Florida Limited
Partnership ("HFE"), XXXXXXX FAMILY LIMITED PARTNERSHIP, a Florida Limited
Partnership ("Xxxxxxx"), LEXSYS SOFTWARE CORP., a Florida corporation
("Lexsys"), HBOA Holdings, Inc., a Florida corporation ("HBOA"), XXXXX X.
XXXXXXXX ("Xxxxxxxx"), MIDGARD LTD., a British Virgin Island Company
("MIDGARD"), XXXXXX XXXXXX (Thirer"), Fanomina, Ltd., a Florida Limited
Partnership ("Fanomina"), AMERSHAM MANAGEMENT LIMITED, a B.V.I. corporation
("AML"), (COLLECTIVELY REFERRED TO AS "SELLING PARTNERS").
BACKGROUND
WHEREAS, Partners represent that (i) PARIS HEALTH SERVICES, LTD. is a
Florida limited partnership (THE "PARTNERSHIP") bearing document number
A02000000160 formed pursuant to a Certificate of Limited Partnership on February
5th, 2002 and that certain Agreement of Limited Partnership dated February 2002
(THE "PARTNERSHIP AGREEMENT"), as amended, and (ii) that Selling Partners own
77.31% of the outstanding Partnership Interests of the Partnership.
WHEREAS, Selling Partners desire to sell all their respective interests
in the Partnership ("THE PARTNERSHIP INTERESTS"), and Purchaser desires to
purchase all the respective Partnership Interests on the terms and conditions
set forth below.
WHEREAS, subsequent to the completion of the transactions contemplated
herein, the Partnership's classification as a Partnership for Federal Tax
Purposes will terminate under Code Section 708(b)(1)(A
NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties and other agreements set forth below, and other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties, intending to be legally bound, agree as follows:
1. PURCHASE AND SALE OF PARTNERSHIP INTERESTS.
At the Closing (described at Section 9 hereof) Selling Partners will
sell the Partnership Interests to Purchaser, and Purchaser will purchase the
Partnership Interests from Selling Partners, for the following price and terms:
1.1 Purchase Price. Purchaser will acquire all the Partnership
Interests of the Selling Partners for a total purchase price of 1
million shares of common stock of HBOA and specified allocation to each
Selling Partner as set forth on Exhibit A (THE "PURCHASE PRICE").
1.2 HBOA agrees that it will advance up to $300,000 to PARIS,
Inc. after the Closing, at time and amounts determined by HBOA, in its
sole discretion.
1.3 "Effective Date" shall mean the date by which this
Agreement has been signed by the Selling Partners and Purchaser, and a
fully executed counterpart delivered to all parties or their respective
counsel, by mail, courier, or facsimile transmission.
2. REPRESENTATIONS AND WARRANTIES OF SELLING PARTNERS.
Selling Partners make the following representations and warranties to
Purchaser.
2.1 ORGANIZATION, STANDING AND POWER. The Partnership is a
limited partnership duly organized and validly existing, and its status
is active under the laws of the State of Florida, and it has all
requisite power and authority to own, lease and operate its properties
and to carry on its business as its business is now being and as it has
been conducted. The Partnership has provided Purchaser with a true and
complete copy of the Partnership Agreement, including all amendments
that may have been made through the date of this Agreement; and
Purchaser acknowledges receipt of same.
2.2 AUTHORITY.
(A) The execution, delivery and performance by
Selling Partners of their obligations under this Agreement
will not conflict with, or result in any breach or violation
of or default (or give rise to any right of termination,
cancellation or acceleration) under the Partnership Agreement.
(B) This Agreement constitutes a legal, valid and
binding obligation of Selling Partners, enforceable against
Selling Partners in accordance with its terms, subject only to
equitable principles and bankruptcy, insolvency,
reorganization, moratorium or similar laws at the time in
effect affecting the enforceability generally of rights of
creditors.
2.3 COMPLIANCE WITH LAW. To the actual knowledge of Selling
Partners, the Partnership is not in violation of any applicable law,
statute, ordinance, rule, governmental regulation, writ, injunction,
judgment, decree or order of any governmental instrumentality or court
in connection with its business or the ownership of its property, which
would have a material adverse affect on the ownership or operation of
the Property.
2.4 OWNERSHIP OF THE PARTNERSHIP INTERESTS. Selling Partners
are the owners of the Partnership Interests, which are free and clear
of all security interests, liens, encumbrances, restrictions, claims
and rights of others. The execution and delivery to Purchaser of the
Assignment attached hereto as EXHIBIT B (THE "ASSIGNMENT") will
transfer to Purchaser full legal and equitable title thereto, free and
clear of all liens, encumbrances, restrictions, claims and rights of
all others.
2.5 OPTIONS, WARRANTS, ETC. There are no options, commitments
or agreements of any character to which the Partnership or the Selling
Partners is/are a party calling for the issuance or sale of any
interest in the Partnership, except any right of first refusal
contained in the Partnership Agreement, which is hereby waived by
Selling Partners as to this transaction.
2.6 ABSENCE OF UNDISCLOSED LIABILITIES. Except as reflected on
the Financial Statement, and except for trade payables incurred in the
ordinary course (such as utilities, taxes, etc.) as of the date of this
Agreement, the Selling Partners warrant and represent that the
Partnership has no liabilities or obligations, of any nature
whatsoever, whether accrued, absolute, contingent or otherwise, and
whether or not of a kind which is required to be reflected in a
financial statement, and there are no obligations, of any other person
to any third party, pursuant to which that third party has recourse
against the Partnership. To the actual knowledge of the Selling
Partners, there are no facts in existence on the date hereof which
might reasonably serve as the basis for any liabilities or obligations
which are not disclosed in the Financial Statement, other than trade
payables incurred in the ordinary course.
2.7 TAX MATTERS. The General Partner, on behalf of the
Partnership will prepare and timely file the "final tax return"
required due to the transfer of interests described herein, and will
deliver a complete copy thereof to Purchaser, concurrently with such
filing.
2.8 LEGAL PROCEEDINGS, ETC. There is no legal, equitable,
administrative, arbitration or other proceeding or governmental
investigation pending, or, to the actual knowledge of Selling Partners,
threatened against the Partnership or Selling Partners, which, alone or
in the aggregate, might adversely affect the condition (financial or
otherwise), or business, operations, properties, assets, or earnings of
the Partnership or which might adversely affect the ability of Selling
Partners to consummate the transactions contemplated by this Agreement.
2.9 ASSETS.
(A) REAL AND TANGIBLE PERSONAL PROPERTY. The
Partnership has good title to each item of real property and
personal property owned or used by it free and clear of all
liens, encumbrances, equities, conditional sales contracts,
security interests, charges, claims and restrictions, except
those of record., which are listed on Schedule 2.9(a) attached
hereto.
(B) EQUITY INVESTMENTS. Except as set forth in the
Financial Statement, to the actual knowledge of the Selling
Partners the Partnership has no direct or indirect interest in
any corporation, partnership, joint venture or other entity.
2.10 CONTRACTS.
(A) A copy of each material agreement, instrument,
promissory note, mortgage, arrangement, lease, or management
agreement(s), permit, license, certificate, warranty,
indenture or other commitment, whether written or oral, to
which the Partnership is a party or which otherwise binds or
affects the Partnership or any of its assets will be delivered
or made available by to Purchaser within ten (10) days after
executing thisAgreement (hereinafter referred to as the
"CONTRACTS").
(B) ENFORCEABILITY. Each of the Contracts is a valid
and binding agreement of the Partnership and is enforceable in
accordance with its terms (except as enforcement may be
limited by bankruptcy, insolvency, reorganization or other
laws affecting generally the enforcement of creditors' rights
and except as the remedies of specific performance and
injunctive and other forms of equitable relief may be subject
to equitable defenses).
(C) SATISFACTION OF OBLIGATIONS. To the actual knowledge of
Selling Partners, the Partnership has fulfilled all material
obligations required to have been performed by it to date
under each Contract.
(D) ABSENCE OF DEFAULT. To the actual knowledge of
Selling Partners, no party to any of the Contracts is in
default, nor has any event occurred which, with the giving of
notice or the lapse of time, or both, would constitute a
default with respect to any material term or condition of any
of the Contracts.
(E) NOTICES BY THIRD PARTIES. The Partnership has not
received any notice, and Selling Partners have no actual
knowledge, that any party to any of the Contracts intends to
cancel, foreclose, terminate or amend any of the Contracts or
to exercise (or not to exercise) any outstanding options under
any of the Contracts.
2.11 EMPLOYEES. The Partnership does not have any employees.
2.12 BOOKS AND RECORDS. The Selling Partners represent and
warrant that the Partnership has maintained its books, accounts and
records to be so maintained, in the usual, regular and ordinary manner,
on a consistent basis and no material changes have been made in
accounting practices or procedures since the formation of the
Partnership.
2.13 ENVIRONMENTAL MATTERS. To Selling Partners' actual
knowledge, there are no hazardous materials present on or in any
property owned by the Partnership in violation of applicable law.
Neither Selling Partners, or to the knowledge of Selling Partners, the
Partnership, any other person for whose conduct they are or may be held
responsible, or any other person, has permitted or conducted, or is
aware of, any hazardous activity conducted with respect to the
Partnership's properties or assets (whether real, personal, or mixed),
in violation of applicable law in which the Partnership has or had an
interest. To the actual knowledge of Selling Partners, there has been
no release or threat of release, of any hazardous materials at or from
the Partnership's property, or from or by any other properties and
assets (whether real, personal, or mixed) in which the Partnership has
or had an interest, any of the foregoing in violation of applicable
law, or, to the actual knowledge of Selling Partners, whether by
Selling Partners, the Partnership, or any other person.
3. REPRESENTATIONS AND WARRANTIES OF PURCHASER.
Purchaser makes the following representations and warranties to Selling
Partners:
3.1 ORGANIZATION, STANDING AND POWER. Purchaser is a
corporation duly organized, validly existing, and its status is active
under the laws of the State of Florida, and has all requisite power and
authority to own, lease and operate its properties and to carry on its
business as its business is now being and as it has been conducted.
3.2 AUTHORITY.
(A) The execution, delivery and performance of this
Agreement by Purchaser will not conflict with, or result in
any breach or violation of or default (or give rise to any
right of termination, cancellation or acceleration) under any
note, bond, mortgage, indenture, lease, license, permit,
agreement or other instrument or obligation to which Purchaser
is a party or by which Purchaser is or may be bound.
(B) This Agreement constitutes a legal, valid and
binding obligation of Purchaser, enforceable against Purchaser
in accordance with its terms, subject only to equitable
principles and bankruptcy, insolvency, reorganization,
moratorium or similar laws at the time in effect affecting the
enforceability generally of rights of creditors.
3.3 LEGAL PROCEEDINGS, ETC. There is no legal, equitable,
administrative, arbitration or other proceeding or governmental
investigation pending, or to the best knowledge of Purchaser
threatened, against Purchaser which, alone or in the aggregate, might
adversely affect the ability of Purchaser to consummate the transaction
contemplated by this Agreement.
4. CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS.
The obligation of Purchaser to close the transactions contemplated by
this Agreement is subject to the fulfillment, at or before the Closing, of each
of the following conditions:
4.1 CLOSING DOCUMENTS. Timely performance of each of Selling
Partners' obligations under this Agreement through Closing. Upon the
written request of Purchaser, Selling Partners must execute and deliver
within a reasonable time of such request, any additional documents,
instruments, agreements, or certificates considered reasonably
necessary or appropriate by Purchaser to effectuate, consummate, record
or perfect the transactions contemplated by this Agreement.
4.2 FINANCIAL STATEMENTS. At the Closing, the Partnership
shall deliver to Purchaser financial statements prepared in accordance
with generally accepted accounting principles for the years ended
December 31, 2001 and 2002 (THE "FINANCIAL STATEMENT"). The Financial
Statement is correct and complete in all material respects, and fairly
presents the financial position of the Partnership at, and the results
of operations of the Partnership for, the dates and periods covered.
4.3 CORRECTNESS OF REPRESENTATIONS. Each of the
representations and warranties of Selling Partners contained in this
Agreement must be true and correct in all material respects as if made
again at the Closing.
4.4 COMPLIANCE WITH AGREEMENTS. Except to the extent waived by
Purchaser in writing, Selling Partners must have performed and complied
with all agreements, undertakings and obligations that are required to
be performed or complied with at or prior to the Closing.
4.5 ASSIGNMENTS. Duly executed Assignments of the Partnership
Interests must be delivered by Selling Partners to Purchaser in the
form attached as Exhibit B.
4.6 INSOLVENCY, BANKRUPTCY, ETC. Neither Selling Partners nor
the Partnership may be insolvent and no petition under federal or
Florida law pertaining to bankruptcy or insolvency or for a
reorganization or arrangement or other relief from creditors may have
been filed by or against Selling Partners or the Partnership, and
neither Selling Partners nor the Partnership may have made or offered a
composition of their/its debts with their/its creditors.
4.7 LEGAL ACTION.
(A) There may not be pending or threatened any legal
proceeding seeking to prohibit the consummation of the
transactions contemplated by this Agreement or to obtain
damages from Purchaser or the Partnership with respect
thereto.
(B) None of the parties may be prohibited by any
order, writ, injunction or decree of any governmental body of
competent jurisdiction from consummating the transactions
contemplated by this Agreement, and no action or proceeding
may then be pending which questions the validity of this
Agreement, any of the transactions contemplated hereby, or any
action which has been taken by either of the parties in
connection with any of the transactions contemplated hereby.
4.8 ABSENCE OF CERTAIN CHANGES. Selling Partners shall certify
(at Closing) to Purchaser that during the period between the execution
and delivery of this Agreement and the Closing, there has been no:
(A) Transaction by the Partnership other than in the
ordinary course of business;
(B) Material adverse change in the financial
condition, assets, liabilities or business of the Partnership,
or its method of operation;
(C) Amendment or termination of the Partnership
Agreement (other than as required pursuant to this Agreement);
or
(D) To the knowledge of Selling Partners, occurrence
or occurrences which, individually or in the aggregate, has
had or could be reasonably expected to have a material adverse
affect on the financial condition, operations, business,
assets, or prospects of the Partnership, other than
occurrences affecting the market or the economy generally or
occurrences that are generally known or available.
4.9 The Purchaser is satisfied with the results of its due
diligence investigation of the Partnership, as determined by the Purchaser in
its sole discretion.
5. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLING PARTNERS.
The obligation of Selling Partners to close the transactions
contemplated by this Agreement is subject to the fulfillment, at or before the
Closing, of each of the following conditions:
5.1 CORRECTNESS OF REPRESENTATIONS. Each of the
representations and warranties of Purchaser contained in this Agreement
must be true and correct in all material respects as if made again at
the Closing.
5.2 COMPLIANCE WITH AGREEMENT. Except to the extent waived in
writing by Selling Partners, Purchaser must have performed and complied
with all agreements, undertakings and obligations that are required to
be performed or complied with at or before the Closing.
5.3 PURCHASE PRICE. Purchaser must have paid the Purchase
Price pursuant to this Agreement.
5.4 INSOLVENCY, BANKRUPTCY, ETC. Purchaser may not be
insolvent, and no petition under federal or Florida law pertaining to
bankruptcy or insolvency or for a reorganization or arrangement or
other relief from creditors may have been filed by or against
Purchaser, and Purchaser may not have made or offered a composition of
its debts with its creditors.
5.5 ADDITIONAL DOCUMENTS. Upon the written request of Selling
Partners, Purchaser must execute and deliver within a reasonable time
of such request, any additional documents, instruments, agreements, or
certificates considered reasonably necessary or appropriate by Selling
Partners to effectuate, consummate, record or perfect the transactions
contemplated by this Agreement.
5.6 LEGAL ACTION.
(A) There may not be pending or threatened any legal
proceeding seeking to prohibit the consummation of the
transactions contemplated by this Agreement or to obtain
damages from Purchaser or the Partnership with respect
thereto.
(B) None of the parties hereto may be prohibited by
any order, writ, injunction or decree of any governmental body
of competent jurisdiction from consummating the transactions
contemplated by this Agreement, and no action or proceeding
may then be pending which questions the validity of this
Agreement, any of the transactions contemplated hereby, or any
action which has been taken by either of the parties in
connection with any of the transactions contemplated hereby.
6. CONDUCT OF BUSINESS PRIOR TO CLOSING; UNDERTAKINGS.
6.1 CONDUCT OF THE PARTNERSHIP'S BUSINESS. In general, from
the date of this Agreement to the Closing, Selling Partners will cause
the Partnership to conduct its business in substantially the same
manner as its business is presently being conducted.
7. INDEMNITY BY SELLING PARTNERS.
(a) The Selling Partners shall jointly and severally,
indemnify Purchaser against, and hold it harmless from, all judgments,
reasonable amounts paid in settlement of reasonable and viable actions
or claims, liabilities to third parties, damages to third parties, and
reasonable costs and expenses, including, but not limited to,
attorney's fees and costs of appeals, accruing from or resulting by
reason of: (1) any material breach of warranty or misrepresentation by
or on behalf of Selling Partners; (2) the non-performance of any
material covenant or obligation to be performed by or on behalf of
Selling Partners; (3) any material misrepresentation, omission, or
inaccuracy in any schedule, certificate, affidavit, instrument, or
other document delivered or to be delivered by or on behalf of Selling
Partners hereunder or in connection with the transactions contemplated
by this Agreement; (4) any claim arising from the conduct of the
Partnership's business or the ownership of the Property or its assets
prior to the Closing, other than trade payables and other Partnership
expenses incurred in the ordinary course of business.
8. INDEMNITY BY PURCHASER.
Purchaser shall indemnify Selling Partners against, and hold them
harmless from, all judgments, reasonable amounts paid in settlement of
reasonable and viable actions or claims, liabilities to third parties, damages
to third parties, and reasonable costs and expenses, including, but not limited
to, attorney's fees and costs of appeals, accruing from or resulting by reason
of: (1) any material breach of warranty or misrepresentation by or on behalf of
Purchaser; (2) the non-performance of any material covenant or obligation to be
performed by or on behalf of Purchaser; (3) any material misrepresentation,
omission, or inaccuracy, in any schedule, certificate, affidavit, instrument, or
document delivered by or on behalf of Purchaser hereunder or in connection with
the transactions contemplated by this Agreement; and (4) any claim arising from
the conduct of the Partnership's business or the ownership of its assets after
the Closing.
9. CLOSING; TAX REPORTING.
The closing is the consummation of the transactions contemplated by
this Agreement (THE "CLOSING") and will take place at the offices of Xxxxxx &
Xxxx, P.A., as of May 31, 2003, unless otherwise extended by mutual agreement of
the parties to this Agreement. Purchaser and Selling Partners will cause the
Partnership to close its books, for federal income tax purposes, as of the date
of the Closing, and will file timely all requisite Internal Revenue Service
forms and attachments to evidence that closing of the books. The Selling
Partners acknowledge that the sale of the Partnership Interests will be deemed
to be a partnership termination under Code Section 708(b)(1)(A).
10. TERMINATION, AMENDMENT AND WAIVER
10.1 TERMINATION. This Agreement may be terminated and the
Merger contemplated hereby abandoned at any time prior to the Effective
Time, whether before or after approval by the Selling Shareholders, as
follows:
(a) By mutual written consent of HBOA and the General
Partner.
(b) By the General Partner or the Partnership if the
Effective Time shall not have occurred on or before the close
of business on June 1, 2003.
(C) By HBOA if it is not satisfied with its due
diligence investigation, as determined by HBOA in its sole
discretion.
10.2 EFFECT OF TERMINATION. In the event of termination of
this Agreement as provided above, this Agreement shall forthwith become
of no further effect and, except for a termination resulting from a
breach by a party of this Agreement, there shall be no liability or
obligation on the part of any Party or its respective officers of
directors (except as set forth in certain sections hereof all of which
shall survive the termination). Nothing contained in this Section 10
shall relieve any party from liability for willful breach of this
Agreement that results in termination of this Agreement. Upon request
therefore, each party shall redeliver all documents, work papers, and
other material of any other party relating to the transactions
contemplated hereby, whether obtained before or after the execution
hereof, to the party furnishing same.
10.3 WAIVER. At any time prior to the Effective Time, the
Parties hereto may (a) extend the time for the performance of any of
the obligations or other acts of the other Parties hereto, (b) waive
any inaccuracies in the representations and warranties contained herein
or in any document delivered pursuant hereto, and (c) waive compliance
with any of the agreements or conditions contained herein. Any
agreement on the part of a party hereto to any such extension or waiver
shall be valid only if set forth in an instrument in writing signed on
behalf of such party. Such extensions or waivers shall be in writing,
executed by each of HBOA and the General Partner. Such waiver shall not
operate as a waiver of, or estoppel with respect to, any subsequent or
other failure.
11. MISCELLANEOUS.
11.1 SURVIVAL. All material representations, warranties,
covenants and agreements contained in this Agreement will remain
operative and in full force and effect for one year after the Closing,
regardless of any investigation made by or on behalf of either party.
11.2 HEADINGS. Descriptive headings used in this Agreement are
for convenience only and do not control or affect the meaning or
construction of any provision of this Agreement.
11.3 NOTICES. All notices or other communications which are
required or permitted under this Agreement must be in writing and will
be sufficient if delivered personally, or mailed by registered or
certified mail, postage prepaid, and will be effective upon delivery to
the party, and counsel, to the addresses as set forth in the
introductory paragraph of the Agreement and with copies to:
And
And
11.4 COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which is deemed an original, but all of
which together constitute one and the same Agreement.
11.5 EXPENSES. Whether or not the transactions contemplated by
this Agreement are consummated, Selling Partners and Purchaser must
each pay their own fees and expenses incident to the negotiation,
preparation and execution of this Agreement, including the fees and
expenses of counsel, accountants, financial advisers and other experts.
11.6 BINDING NATURE; ASSIGNMENTS. This Agreement is binding
upon, and inures to the benefit of, the parties and their respective
heirs, successors and permitted assigns. The Purchaser may assign all
of its rights or any portion of its rights under this Agreement to any
party, without obtaining consent, either verbal or written from any of
the Selling Partners. It is contemplated that the Purchaser will assign
its rights to purchase the general partnership interest of EZ to a
subsidiary entity and its rights to purchase the limited partnership
interests to a separate subsidiary entity. The Selling Partners may not
assign any of their rights under this Agreement to a third party,
unless they have obtained the prior written consent of the Purchaser.
11.7 CONSTRUCTION. The laws of the State of Florida govern the
validity of this Agreement, the construction of its terms, and the
interpretation of the rights and duties of the parties. The parties
acknowledge that each party has reviewed and participated in the
drafting of this Agreement and any rule of construction to the effect
that any ambiguities are to be resolved against the drafting party may
not be employed in the interpretation of this Agreement.
11.8 WAIVER OF BREACH. The waiver by any party of a breach or
violation of any provision of this Agreement will not operate as, or be
construed to be, a waiver of any subsequent breach of the same or other
provision.
11.9 AMENDMENTS. This Agreement may not be amended except by a
written instrument signed by the party to be charged.
11.10 SEVERABILITY. The invalidity or unenforceability of any
particular provision of this Agreement shall not affect the other
provisions hereof and this Agreement shall be construed in all respects
as if each invalid or unenforceable provision was omitted.
11.11 FURTHER COOPERATION. From and after the date of this
Agreement, each of the parties agrees to execute, acknowledge, and
deliver whatever additional documents may be necessary to carry out the
intent and purposes of this Agreement.
11.12 ENTIRE AGREEMENT. When used herein, the term "AGREEMENT"
and the phrase "THIS AGREEMENT" include all of the exhibits and
schedules referred to in this instrument, in their finally executed
form. As so defined, this Agreement constitutes the entire agreement
between the parties hereto and supersede all prior agreements and
understandings, oral and written, between the parties with respect to
the subject matter.
11.13 VENUE AND ATTORNEYS' FEES. Venue in the event of any
claim or controversy arising out of or relating to this Agreement shall
be in a court of competent jurisdiction in Broward County, Florida, and
Florida law shall govern. Attorneys' fees and costs incurred by the
prevailing party in connection with any claim or litigation concerning
this agreement shall be paid by the non-prevailing party.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement on the date first above written.
PURCHASER:
HBOA HOLDINGS, INC.
BY:
---------------------------
Xxxx Xxxxxxx
SELLING PARTNERS:
E-Z AUTH. MANAGEMENT CO.
Date:
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Xxxx Xxxxxxx, as President
HFE, LTD.
Date:
------------------- ---------------------------------
Xxxxxxx X. Xxxxxxx, as General Partner
XXXXXXX FAMILY LIMITED
PARTNERSHIP
---------------------------------
Xxxxxxx X. Xxxxxxx, as General Partner
LEXSYS SOFTWARE CORP.
--------------------------------
Xxxxx X. Xxxxxxx, as President
HBOA HOLDINGS, INC.
--------------------------------
Xxxx Xxxxxxx, as President
Date:
------------------- ---------------------------------
Xxxxx X. Xxxxxxxx
MIDGARD LTD., a British Virgin Islands company
Date:
------------------- ---------------------------------
President
Date:
------------------- ---------------------------------
XXXXXX XXXXXX
Date:
------------------- ---------------------------------
XXXX XXXXXX
FANOMINA, LTD.
Date:
------------------- ---------------------------------
XXXXXXX XXXXXXXXX, as General Partner
XXXX & XXXX PRIVATE CLIENT TRUST II
Date:
------------------- ---------------------------------
XXXXXX XXXX, as Trustee
AMERSHAM MANAGEMENT, LIMITED
Date:
------------------- ---------------------------------
XXXXXX XXXXXXX, as President of AMERSHAM MANAGEMENT
LIMITED
EXHIBIT A
PURCHASE PRICE
EXHIBIT B
ASSIGNMENT OF PARTNERSHIP INTEREST IN
PARIS HEALTH SERVICES, LTD.
The undersigned ______________________ ("ASSIGNOR"), being a Limited
Partner in PARIS HEALTH SERVICES, LTD., a Florida limited Partnership (THE
"PARTNERSHIP"), which Partnership exists under Certificate of Limited
Partnership and an Partnership Agreement dated as of 5th day of February, 2002
(THE "PARTNERSHIP AGREEMENT"), as amended, and does hereby transfer and assign
to [ ] ("ASSIGNEE"), and Assignee does hereby assume all of Assignor's right,
title, and interest as a [General/Limited] Partner in the Partnership (THE
"PARTNERSHIP INTEREST"). This assignment shall be effective as of the __ day of
___________, 2003 (THE "EFFECTIVE DATE").
This instrument is the assignment of the Partnership Interest
contemplated by that Partnership Interest Purchase and Sale Agreement dated the
__ day of _________, 2003 (THE "PURCHASE AGREEMENT") and no representation or
warranty regarding the Partnership Interest is made or deemed made hereby except
as expressly set forth in the Purchase Agreement.
Assignee hereby accepts the Assignment.
IN WITNESS WHEREOF, Assignor and Assignee have hereunto set their hands
this ____ day of _______________, 2003.
ASSIGNOR:
----------------------------------
ASSIGNEE:
By:_______________________________
EXHIBIT C
AMENDMENT TO THE
PARTNERSHIP AGREEMENT
