STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is entered into as of
July 24, 1998 by and between VISTA Information Solutions, Inc., a Delaware
corporation ("Buyer"), and Xxxx Xxxxxxxx ("Shareholder"). Buyer and Shareholder
are referred to collectively herein as the "Parties."
RECITALS
A. Shareholder owns 100 outstanding shares (the "Shares") of the
capital stock of E/Risk Information Services, a California corporation (the
"Company").
B. Shareholder holds a promissory note from the Company in the
original principal amount of $10,000 (the "Note") and containing the terms and
conditions specified in EXHIBIT A attached hereto, the effect of which is that
the balance of unpaid principal and accrued interest on the Note as of July 24,
1998 is $253,634.96.
C. Buyer, the Company and all shareholders of the Company other than
Shareholder are simultaneously entering into a Stock Purchase Agreement of even
date herewith (the "Concurrent Agreement") pursuant to which Buyer is acquiring,
or agreeing to acquire, all issued and outstanding shares of the Company's
Common Stock other than the Shares to be sold to Buyer hereunder.
D. Buyer desires to purchase, and Shareholder desires to sell, the
Shares and the Note for the consideration set forth below subject to the terms
and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the representations, warranties
and covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:
ARTICLE I
PURCHASE AND SALE OF SHARES
1.1 PURCHASE OF THE SHARES FROM SHAREHOLDER. Upon and subject to the
terms and conditions of this Agreement, at the closing of the transactions
contemplated by this Agreement (the "Closing"), Shareholder shall sell,
transfer, convey, assign and deliver to Buyer, and Buyer shall purchase, acquire
and accept from Shareholder, all of the Shares owned by Shareholder. At the
Closing, the Company shall cause the transfer of the Shares to Buyer
contemplated by this Agreement to be entered into the share register of the
Company.
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1.2 THE CLOSING.
(a) The Closing shall take place at the offices of Xxxx Xxxx
Xxxx & Freidenrich LLP, 0000 Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxx, Xxxxxxxxxx
00000 commencing at 11:00 a.m., local time, on July 24, 1998, or, if all of the
conditions to the obligations of the Parties to consummate the transactions
contemplated hereby have not been satisfied or waived by such date, on such
mutually agreeable later date as soon as practicable after the satisfaction or
waiver of all conditions to the obligations of the Parties to consummate the
transactions contemplated hereby (the "Closing Date").
(b) Unless otherwise agreed by Buyer and Shareholder, the
Closing of the transactions contemplated by this Agreement shall take place
simultaneously with the closing of the acquisition by Buyer of the additional
shares of the issued and outstanding capital stock of the Company pursuant to
the Concurrent Agreement.
1.3 ACTIONS AT THE CLOSING. At the Closing:
(a) Shareholder shall deliver to Buyer the various certificates,
instruments and documents referred to in Section 5.1 below;
(b) Buyer shall deliver to Shareholder the various certificates,
instruments and documents referred to in Section 5.2 below;
(c) Shareholder shall deliver to Buyer a stock certificate(s)
representing the Shares, duly endorsed for transfer, the original Note and the
executed Note Assignment, in substantially the form attached hereto as EXHIBIT A
(the "Note Assignment");
(d) Buyer shall pay to Shareholder by wire transfer of
immediately available funds (in accordance with wire transfer instructions
furnished by Shareholder not less than 2 days before the Closing) the following
amounts: (i) $1,100,000 as payment of the purchase price for the Shares, and
(ii) $253,634.96 as payment for the acquisition of the Note, based on the
outstanding amounts due thereunder as set forth in the demand letter attached as
EXHIBIT B hereto; and
(e) in exchange for the surrender of the certificate(s)
representing the Shares delivered pursuant to Section 1.3(c), the Company shall
issue and deliver to Buyer a certificate representing the One Hundred (100)
shares of the Company's Common Stock sold and transferred to Buyer hereunder,
and Buyer shall be entered into the share register of the Company as the owner
of the Shares sold by Shareholder pursuant to this Agreement.
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ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER
Shareholder represents and warrants to Buyer as follows:
2.1 OWNERSHIP OF STOCK AND NOTE. Shareholder has good and marketable
title, free and clear of any and all liens and encumbrances, to all of the
Shares and to the Note. Shareholder has the full right, power and authority to
transfer, convey and sell to Buyer at the Closing the Shares and to the Note
and, upon consummation of the purchase contemplated hereby, Buyer will acquire
from Shareholder good and marketable title to the Shares and the Note, free and
clear of all covenants, conditions, restrictions, voting trust arrangements,
liens, charges, encumbrances, options and adverse claims or rights whatsoever.
2.2 AUTHORITY. Shareholder has all requisite power and authority to
execute and deliver this Agreement and the Note Assignment and to perform his
obligations thereunder. This Agreement and the Note Assignment have each been
duly and validly executed and delivered by Shareholder, and each constitutes a
valid and binding obligation of Shareholder, enforceable against Shareholder in
accordance with its terms, subject to the effect of bankruptcy, insolvency,
moratorium or other similar laws affecting the enforcement of creditors' rights
generally and except as the availability of equitable remedies may be limited by
general principles of equity.
2.3 NO CONFLICTS. Neither the execution and delivery of any or all
of this Agreement and the Note Assignment by Shareholder, nor the consummation
by Shareholder of the transactions contemplated hereby or thereby, will
(i) conflict with, result in a breach of, constitute (with or without due notice
or lapse of time or both) a default under, or require any notice, consent or
waiver under, any instrument, contract, agreement or arrangement to which
Shareholder is a party or by which Shareholder is bound, (ii) result in the
imposition of any lien or encumbrance upon the Shares or the Note, or
(iii) violate any order, writ, injunction or decree applicable to Shareholder,
to the Shares, or to the Note.
2.4 NO MODIFICATION. No provision of the Note has been amended,
waived or supplemented, except as otherwise noted on EXHIBIT A.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER
In this Agreement, any reference to a "Material Adverse Effect" with
respect to any entity or group of entities means a material adverse effect on
the business, assets (including intangible assets), financial condition,
prospects, or results of operations of such entity and its subsidiaries,
taken as a whole which is individually in excess of $10,000, or, in the
aggregate with other individual items, in excess of $25,000.
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Buyer represents and warrants to Shareholder as follows:
3.1 ORGANIZATION. Each of Buyer and Buyer's subsidiaries is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation, has all requisite corporate power to
own, lease and operate its property and to carry on its business as now being
conducted and as proposed to be conducted, and is duly qualified to transact
business and is in good standing as a foreign corporation in each jurisdiction
in which the failure to be so qualified would have a Material Adverse Effect on
Buyer. Neither Buyer nor any of its subsidiaries is in violation of any of the
provisions of its Certificate of Incorporation, Bylaws or other charter
documents.
3.2 AUTHORITY; NO CONFLICT; REQUIRED FILINGS AND CONSENTS.
(a) Buyer has all requisite corporate power and authority to
enter into this Agreement and the Note Assignment and to consummate the
transactions contemplated hereby and thereby. The execution and delivery of this
Agreement and the Note Assignment and the consummation of the transactions
contemplated hereby and thereby have been duly authorized by all necessary
corporate action on the part of Buyer. This Agreement and the Note Assignment
have been or will be duly executed and delivered by Buyer and constitute or will
constitute the valid and binding obligations of Buyer, enforceable in accordance
with their terms, except as such enforceability may be limited by bankruptcy,
insolvency, moratorium and other similar laws affecting creditors' rights
generally and except as the availability of equitable remedies may be limited by
general principles of equity.
(b) The execution and delivery by Buyer of this Agreement and
the Note Assignment do not, and the consummation of the transactions
contemplated hereby and thereby will not, (i) conflict with, or result in any
violation or breach of any provision of the Certificate of Incorporation or
Bylaws of Buyer, (ii) result in any violation or breach of, or constitute (with
or without notice or lapse of time, or both) a default under, or give rise to a
right of termination, cancellation or acceleration of any material obligation or
loss of any material benefit under, any note, mortgage, indenture, lease,
contract or other agreement, instrument or obligation to which Buyer is a party
or by which it or any of its properties or assets may be bound, or
(iii) conflict with or violate any permit, concession, franchise, license,
judgment, order, decree, statute, law, ordinance, rule or regulation applicable
to Buyer or any of its properties or assets, except in the case of (ii) and
(iii) for any such conflicts, violations, defaults, terminations, cancellations
or accelerations which would not have a Material Adverse Effect on Buyer.
(c) No consent, approval, order or authorization of, or
registration, declaration or filing with, any Governmental Entity (as defined in
the Concurrent Agreement) is required by or with respect to Buyer or any of its
subsidiaries in connection with the execution and delivery of this Agreement or
the or the Note Assignment or the consummation of the transactions contemplated
hereby, except for consents, authorizations, filings, approvals and
registrations which, if not obtained or made, would not prevent or materially
alter or delay any of the transactions contemplated by this Agreement or would
not have a Material Adverse Effect on Buyer.
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ARTICLE IV
ADDITIONAL AGREEMENTS
4.1 BROKERS OR FINDERS. Each of Buyer and Shareholder represents, as
to itself, and its affiliates, that, other than Clareity, no agent, broker,
investment banker, financial advisor or other firm or person is or will be
entitled to any broker's or finder's fee or any other commission or similar fee
in connection with any of the transactions contemplated by this Agreement; and
each of Buyer and Shareholder agrees to indemnify and hold the other harmless
from and against any and all claims, liabilities or obligations with respect to
any fees, commissions or expenses asserted by any person on the basis of any act
or statement alleged to have been made by such Party or any of its affiliates.
With respect to Clareity, Shareholder covenants and agrees to pay (or to cause
to be paid by an affiliate of Shareholder other than the Company) to Clareity,
as promptly as practicable after the Closing, $100,000 as payment of finders
fees due to Clareity by Shareholder as a result of the transactions
contemplated hereby. Shareholder agrees to indemnify and hold Buyer harmless
from and against any and all claims, liabilities or obligations with respect to
such fees due to Clareity by Shareholder.
4.2 ADDITIONAL AGREEMENTS; REASONABLE EFFORTS; TAX ELECTION;
DISTRIBUTIONS. Subject to the terms and conditions of this Agreement, each of
the parties agrees to use all reasonable efforts to take, or cause to be taken,
all action and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate and make effective
the transactions contemplated by this Agreement, including cooperating fully
with the other party, including by provision of information. In case at any time
after the Closing any further action is necessary or desirable to carry out the
purposes of this Agreement or to vest the Buyer with full title to all the
Shares or the Note, Shareholder shall take all such necessary action.
Shareholder agrees to cooperate with Buyer and the Company in providing any
necessary information and taking any reasonably necessary actions in order to
effect the filing of a Section 338(h)(10) Election under the Internal Revenue
Code. Buyer shall cause the Company to notify the Internal Revenue Service and
the California Franchise Tax Board of the fact that the Company ceased to be an
S Corporation as of the Closing Date and to prepare all tax filings necessary in
connection with the termination of the Company's status as an S Corporation.
Within ten days after receiving written notice from Shareholder, together with
documentation supporting the calculation referred to in this sentence, Buyer
shall cause the Company to distribute to Shareholder the amount, if any, of any
federal and state income taxes which Shareholder's accountant has determined
will be owed by the Shareholder as a result of his status as a shareholder of
the Company and the status of the Company as an S Corporation with respect to
the period from January 1, 1998 through the Closing Date. No other
distributions shall be made to Shareholder as a result of the financial
performance of the Company prior to the Closing Date.
4.3 EXPENSES. The Parties shall each pay their own legal, accounting
and financial advisory fees and other out-of-pocket expenses related to the
negotiation, preparation and carrying out of this Agreement and the transactions
herein contemplated; provided, however
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that the Company may pay the legal fees of counsel advising Shareholder with
respect to this Agreement (and the other shareholders with respect to the
Concurrent Agreement) as long as the aggregate legal fees and expenses paid
by the Company in connection with this Agreement and the Concurrent Agreement
do not exceed $25,000.
4.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. If the Closing
occurs, all of the representations and warranties contained in this Agreement
shall survive for a period of two years from the Closing Date (except that
representations and warranties that specifically relate to a particular date or
period shall be true and correct as of such date and for such period).
4.5 INDEMNIFICATION.
(a) Subject to the terms and conditions contained herein,
Shareholder shall indemnify, defend and hold harmless Buyer, its officers,
directors, employees and attorneys, all subsidiaries and affiliates of Buyer,
and the respective officers, directors, employees and attorneys of such entities
(all such persons and entities being collectively referred to as the "Vista
Group") from, against, for and in respect of any and all losses, damages, costs
and expenses (including reasonable legal fees and expenses) ("Indemnified Loss")
which any member of the Vista Group may sustain or incur which are caused by or
arise out of (i) any inaccuracy in or breach of any of the representations,
warranties or covenants made by Shareholder in this Agreement or the Note
Assignment, or (ii) as a result of willful fraud or intentional
misrepresentation by Shareholder. Except for losses resulting from willful
fraud or intentional misrepresentation, in no event shall the aggregate
liability of Shareholder under this Agreement exceed the total consideration
received by Shareholder. For purposes of determining the amount of Indemnified
Losses, no effect will be given to the resulting tax benefit to any indemnitee.
(b) Subject to the terms and conditions contained herein, Buyer
shall indemnify, defend and hold harmless Shareholder from, against, for and in
respect of any and all Indemnified Losses which Shareholder may sustain or incur
which are caused by or arise out of (i) any inaccuracy in or breach of any other
representations, warranties or covenants made by Buyer in this Agreement, or
(ii) as a result of willful fraud or intentional misrepresentation by Buyer.
For purposes of determining the amount of Indemnified Losses, no effect will be
given to the resulting tax benefit to any indemnitee.
ARTICLE V
CONDITIONS TO THE CLOSING
5.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS. The respective
obligations of each Party to this Agreement shall be subject to the satisfaction
on or prior to the Closing Date of the following conditions:
(a) All authorizations, consents, orders or approvals of, or
declarations or filings with, or expirations of waiting periods imposed by,
any Governmental Entity the
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failure of which to obtain or comply with would be
reasonably likely to have a Material Adverse Effect on Buyer or the Company or a
Material Adverse Effect on the consummation of the transactions contemplated
hereby shall have been filed, occurred or been obtained.
(b) No temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction or other
legal or regulatory restraint or prohibition preventing the consummation of the
transactions contemplated hereby or limiting or restricting Buyer's conduct or
operation of the business of Buyer or the Company after the transactions
contemplated hereby shall have been consummated, nor shall any proceeding
brought by a domestic administrative agency or commission or other domestic
governmental entity seeking any of the foregoing be pending; nor shall there be
any action taken, or any statute, rule, regulation or order enacted, entered,
enforced or deemed applicable to the transactions contemplated hereby which
makes the consummation of the transactions contemplated hereby illegal.
5.2 ADDITIONAL CONDITIONS TO OBLIGATIONS OF BUYER. The obligations
of Buyer to effect the transactions contemplated hereby are subject to the
satisfaction of each of the following conditions, any of which may be waived in
writing exclusively by Buyer:
(a) The representations and warranties of Shareholder set forth
in this Agreement shall be true and correct in all material respects as of the
date of this Agreement and as of the Closing Date as though made on and as of
the Closing Date, except (i) for changes contemplated by this Agreement and the
Note Assignment, (ii) that representations and warranties which specifically
relate to a particular date or period shall be true and correct as of such date
and for such period and (iii) where the failure of any such representation or
warranty to be true and correct on and as of the Closing Date, individually and
in the aggregate, would not be reasonably likely to have a material adverse
effect upon the consummation of the transactions contemplated hereby; and Buyer
shall have received a certificate to such effect signed by Shareholder in his
capacity as an individual with respect to the representations and warranties of
Shareholder.
(b) Shareholder shall have performed in all material respects
all obligations required to be performed by him under this Agreement at or prior
to the Closing Date, and Buyer shall have received a certificate to such effect
signed by Shareholder in his capacity as an individual.
(c) The Company, Buyer and the other parties to the Concurrent
Agreement shall have executed and delivered the Concurrent Agreement, and all of
the conditions to Buyer's obligations under the Concurrent Agreement shall have
been satisfied or duly waived by Buyer.
5.3 ADDITIONAL CONDITIONS TO OBLIGATIONS OF SHAREHOLDER. The
obligations of Shareholder to close the transactions contemplated hereby is
subject to the satisfaction of each of the following conditions, any of which
may be waived, in writing, exclusively by Shareholder:
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(a) The representations and warranties of Buyer set forth in
this Agreement shall be true and correct in all material respects as of the date
of this Agreement and (except to the extent such representations speak as of an
earlier date) as of the Closing Date as though made on and as of the Closing
Date, except for (i) changes contemplated by this Agreement and (ii) where the
failure to be true and correct would not be reasonably likely to have a Material
Adverse Effect on Buyer and its subsidiaries, taken as a whole, or a material
adverse effect upon the consummation of the transactions contemplated hereby;
and Shareholder shall have received a certificate to such effect signed on
behalf of Buyer by the Chief Financial Officer of Buyer.
(b) Buyer shall have performed in all material respects all
obligations required to be performed by it under this Agreement at or prior to
the Closing Date, and Shareholder shall have received a certificate to such
effect signed on behalf of Buyer by the Chief Financial Officer of Buyer.
(c) Shareholder shall have received from Buyer a certificate of
the Secretary of Buyer attesting to the validity and continuing effect of the
resolutions of the Board of Directors of Buyer authorizing the execution of this
Agreement and the Note Assignment by Buyer and the performance of Buyer's
obligations hereunder and thereunder.
(d) The Company, Shareholder and the other shareholders of the
Company shall have entered into a settlement agreement and other documents
related to the termination of Shareholder's involvement in the Company.
(e) Clareity and Shareholder shall have entered into an
agreement whereby Clareity agrees that Shareholder's only obligation to Clareity
is payment of the $100,000 commission specified in Section 4.1.
ARTICLE VI
GENERAL PROVISIONS
6.1 NOTICES. All notices and other communications hereunder shall be
in writing and shall be deemed given on receipt if delivered personally or by
commercial delivery service (including overnight delivery) or sent via facsimile
(with confirmation of receipt), or seventy-two (72) hours after being mailed by
registered or certified mail (return receipt requested) to the parties at the
following addresses (or at such other address for a party as shall be specified
by like notice):
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(a) if to Buyer, to:
Vista Information Solutions, Inc.
0000 Xxxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Attention: Chief Financial Officer
Fax: (000) 000-0000
Tel: (000) 000-0000
with a copy to:
Xxxx Xxxx Xxxx & Freidenrich LLP
0000 Xxxxxxxxx Xxxxx, Xxx. 0000
Xxx Xxxxx, XX 00000
Attention: Xxxxxxx X. Xxxx
Fax: (000) 000-0000
Tel: (000) 000-0000
(b) if to Shareholder, to:
Xxxx Xxxxxxxx
Xxxx Xxxxxx Xxx 0000
Xxxxxx Xxxxx Xx, XX 00000-0000
(for deliveries:
00000 Xxxxx Xxxxx
Xxxxxx Xxxxx Xx, XX 00000)
Fax: (000) 000-0000
Tel: (000) 000-0000
6.2 INTERPRETATION. When a reference is made in this Agreement to an
Article or Section, such reference shall be to an Article or Section of this
Agreement unless otherwise indicated. The words "include," "includes" and
"including" when used herein shall be deemed in each case to be followed by the
words "without limitation." The phrases "the date of this Agreement," "the date
hereof," and terms of similar import, unless the context otherwise requires,
shall be deemed to refer to July 24, 1998. The table of contents and headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement. Each Party and its
counsel has reviewed this Agreement and provided revisions thereto; the rule of
construction to the effect that ambiguities are construed against the drafter
shall not be used in the interpretation of this Agreement.
6.3 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original as against any party
whose signature appears on such counterpart and all of which shall be considered
one and the same agreement and shall become effective when one or more
counterparts have been signed by each of the
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Parties and delivered to the other Parties, it being understood that all
Parties need not sign the same counterpart.
6.4 SEVERABILITY. In the event that any provision of this Agreement,
or the application thereof, becomes or is declared by a court of competent
jurisdiction to be illegal, void or unenforceable, the remainder of this
Agreement will continue in full force and effect and the application of such
provision to other persons or circumstances will be interpreted so as reasonably
to effect the intent of the parties hereto. The Parties further agree to replace
such void or unenforceable provision of this Agreement with a valid and
enforceable provision that will achieve, to the extent possible, the economic,
business and other purposes of such void or unenforceable provision.
6.5 ENTIRE AGREEMENT. This Agreement (including the schedules and
exhibits hereto and the other documents delivered pursuant hereto) constitutes
the entire agreement among the Parties concerning the subject matter hereof and
supersedes all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter hereof.
6.6 GOVERNING LAW; VENUE AND JURISDICTION. This Agreement shall be
governed and construed in accordance with the laws of the State of Delaware
without regard to any applicable conflicts of law principles. Any legal action
arising under this Agreement shall be resolved in the courts located in San
Diego, California.
6.7 ASSIGNMENT. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the Parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other Parties. Subject to the preceding sentence, this Agreement
will be binding upon, inure to the benefit of and be enforceable by the parties
and their respective successors and assigns.
6.8 THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement
is intended to confer upon any person other than the parties hereto and their
respective successors and permitted assigns, any rights, remedies or obligations
under, or by reason of this Agreement.
6.9 ATTORNEY'S FEES. If any Party shall commence any action or
proceeding against another party in order to enforce the provision hereof, or to
recover damages as the result of the alleged breach of any of the provisions
hereof, the prevailing party therein shall be entitled to recover all reasonable
costs incurred in connection therewith, including, but not limited to,
reasonable attorneys' fees.
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IN WITNESS WHEREOF, Buyer has caused this Agreement to be signed by
an officer thereunto duly authorized, and Shareholder has executed this
Agreement in the space provided below.
"BUYER"
VISTA INFORMATION SOLUTIONS, INC.
By:
------------------------------
Its:
------------------------------
"SHAREHOLDER"
----------------------------------
Xxxx Xxxxxxxx
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EXHIBIT A
NOTE ASSIGNMENT AGREEMENT
For value received, the undersigned, Xxxx Xxxxxxxx hereby endorses
and assigns to VISTA Information Solutions, Inc., without recourse, all of
his beneficial interest in the attached Promissory Note dated July 17, 1996,
in the original principal amount of $10,000, as modified by the attached
First Modification of Demand Promissory Note dated as of July 1, 1998, which
established the principal balance of the note at $245,954.25 as of July 1,
1998, and as further modified by the Beneficiary's Demand dated July 16,
1998, attached as EXHIBIT B to the Stock Purchase Agreement to which this
Note Assignment is EXHIBIT A.
Dated: July ___, 1998 ____________________________________
Xxxx Xxxxxxxx
ACCEPTED:
VISTA INFORMATION SOLUTIONS, INC.
By: ____________________________________
X. Xxxxxxx Xxxxxxxx, Chief Financial Officer
VISTA Information Solutions, Inc. hereby requests that payments of principal and
interest be made to it at 0000 Xxxxxxxx Xxxxx, Xxx Xxxxx, XX 00000, Attention
Chief Financial Officer.
ACKNOWLEDGED:
E/RISK INFORMATION SERVICES
By: ___________________________________
President
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SCHEDULES AND EXHIBITS TO STOCK PURCHASE AGREEMENT
OF JULY 24, 1998 BY AND BETWEEN
VISTA INFORMATION SOLUTIONS AND XXXX XXXXXXXX
SCHEDULES/EXHIBITS TITLE
Exhibit A Note Assignment
Exhibit B Demand Letter
