ASSET PURCHASE AGREEMENT by and among DCA of Hyattsville, LLC (a Maryland limited liability company) the “Purchaser” and St. Thomas More Dialysis Center, LLC (a Maryland limited liability company) the “Seller” Dated as of December 31, 2008Asset Purchase Agreement • January 7th, 2009 • Dialysis Corp of America • Services-hospitals • Maryland
THIS ASSET PURCHASE AGREEMENT (the “Agreement,” which term includes all the Exhibits, Schedules, certificates, and other documents required and delivered under this Agreement) is made and entered into as of December 31, 2008, by and among DCA OF HYATTSVILLE, LLC, a Maryland limited liability company (“Purchaser”), whose principal address is c/o Dialysis Corporation of America, 1302 Concourse Drive, Suite 204, Linthicum, Maryland 21090 (“DCA”), and ST. THOMAS MORE DIALYSIS CENTER, LLC, a Maryland limited liability company (“Seller”), whose principal address is 4920 LaSalle Road, Hyattsville, Maryland 20782. Seller and Purchaser are sometimes collectively referred to as the “Parties.”
ESCROW AGREEMENTEscrow Agreement • January 7th, 2009 • Dialysis Corp of America • Services-hospitals • Maryland
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into this 14th day of October, 2008, by and among ST. THOMAS MORE DIALYSIS CENTER, LLC, a Maryland limited liability company (the “Seller”); DIALYSIS CORPORATION OF AMERICA, a Florida corporation (“DCA”) and anticipated parent and sole member of a limited liability company entity to be organized by DCA (the “Subsidiary”) for the purpose of effecting the transaction described below (for purposes of this Agreement DCA and its to-be-organized Subsidiary are referred to as the “Purchaser”); and SACK, HARRIS & MARTIN, P.C. (“Escrow Agent”). Reference is made to that certain Letter of Intent (the “LOI”) to enter into an Asset Purchase Agreement (the “Purchase Agreement”) by and between Seller and Purchaser which LOI is incorporated herein by reference. Defined terms used herein and not otherwise defined shall have the meanings given to such terms in the LOI.
AND ASSIGNMENT AND ASSUMPTION AGREEMENTBill of Sale and Assignment and Assumption Agreement • January 7th, 2009 • Dialysis Corp of America • Services-hospitals • Maryland
THIS BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”), is made and entered into effective as of this 31st day of December, 2008, by and among DCA OF HYATTSVILLE, LLC, a Maryland limited liability company (“Purchaser”), and ST. THOMAS MORE DIALYSIS CENTER, LLC, a Maryland limited liability company (“Seller”).
GUARANTYGuaranty • January 7th, 2009 • Dialysis Corp of America • Services-hospitals • Maryland
This Guaranty (the “Guaranty”), dated and effective as of December 31, 2008, and is made and entered into by ST. THOMAS MORE, LLC, a Nevada limited liability company (“Guarantor”) with reference to the following facts:
