EXHIBIT 10.2
AGREEMENT
This Agreement ("Agreement"), dated April 5, 2006, is by and among
Coastal Health Care Solutions, LLC, a Florida limited liability company
("CHCS"), Professional Therapy & Rehabilitation Services, LLC, a Florida limited
liability company ("PTRS LLC"), and Professional Therapy & Rehab Services, a
Florida corporation ("PTRS Inc" and, collectively with CHCS and PTRS LLC,
"Sellers"), Xxxxx X. Xxxxx ("Xxxxx") and Xxxxx X. Xxxxxxxxxx ("Xxxxxxxxxx").
WHEREAS, pursuant to a Purchase and Sale Agreement ("Purchase
Agreement") dated April 5, 2006, by and among New PTRS, LLC, a Florida limited
liability company ("Buyer"), which is a wholly-owned subsidiary of Family Home
Health Services, Inc., a Nevada corporation ("Company"), the Sellers and the
other parties named therein, Buyer has purchased substantially all of the assets
of the Sellers; and
WHEREAS, the Purchase Agreement provides that, in addition to the cash
consideration payable by Buyer to Sellers, Sellers are eligible to receive, as
further consideration under certain contingent payment provisions based upon
earnings of the Sellers' businesses, a minimum of 200,000 shares and a maximum
of one million shares of common stock, par value $0.001, of the Company ("Common
Stock"); and
WHEREAS, as a material inducement to the Sellers to enter into the
Purchase Agreement, Xxxxx and Xxxxxxxxxx wish to provide a mechanism whereby
Sellers may obtain shares of Common Stock in excess of the one million share
limitation contained in the Purchase Agreement should the earnings of Sellers'
businesses entitle Sellers, based on the formula in the Purchase Agreement, to a
greater number of shares but for the one million share limitation.
NOW THEREFORE, in consideration of the premises, covenants, terms and
conditions contained herein, the parties hereby agree as follows:
1. Should the earnings of Sellers' businesses for the periods specified
in the Purchase Agreement, but for the one million share limitation contained
therein, entitle the Sellers to a greater number of shares of Common Stock,
Xxxxx and Xxxxxxxxxx shall assign and deliver to the Sellers, for no further
consideration, such additional shares of Common Stock ("Additional Shares").
2. Any Additional Shares to be delivered to the Sellers hereunder shall
be evidenced by stock certificates, issued in such name or names as directed by
the Sellers, duly endorsed for transfer by Xxxxx or Xxxxxxxxxx, as applicable.
3. All of the Sellers' investment representations with respect to the
shares to be issued pursuant to the Purchase Agreement are hereby incorporated
by reference and are deemed equally applicable to any Additional Shares that may
be issued hereunder. Without limiting the foregoing, the Sellers specifically
represent and warrant that they understand that any Additional Shares to be
issued hereunder are "restricted securities" and may not be sold without an
effective registration statement or exemption from registration under federal
and state securities laws. Any stock certificates shall bear appropriate legends
to that effect.
4. Sellers shall provide such reasonable information and assistance to
Xxxxx and Xxxxxxxxxx in order to comply with applicable securities law
requirements regarding the transfer of any Additional Shares pursuant to this
Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement
effective as of the day and year first above written.
COASTAL HEALTH CARE SOLUTIONS, LLC,
a Florida limited liability company
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
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Its: Executive Administrator
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PROFESSIONAL THERAPY & REHABILITATION
SERVICES, LLC, a Florida limited liability
company
By: /s/ Xxxx Xxxx
-----------------------------------------
Name: Xxxx Xxxx
-----------------------------------
Its: Executive Administrator
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PROFESSIONAL THERAPY & REHAB SERVICES,
INC., a Florida corporation
By: /s/ Xxxx Xxxx
----------------------------------------
Name: Xxxx Xxxx
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Its: President
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/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
/s/ Xxxxx X. Xxxxxxxxxx
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Xxxxx X. Xxxxxxxxxx
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