ASSET PURCHASE AGREEMENT
Agreement dated August 15, 2003, by and among Keys Insurance Agency,
Inc., a Florida corporation ("Seller"), and ▇▇▇▇▇ ▇▇▇▇▇▇-Vegue and ▇▇▇▇▇▇▇
▇▇▇▇▇▇, and Keys Insurance Services, Inc., a Florida corporation, (collectively
("Buyer").
WITNESSETH:
RECITALS
Seller wishes to sell to Buyer, and Buyer wishes to buy from Seller,
all of the property and assets, as a going concern, of the insurance agency
business conducted by Seller (collectively the "Assets").
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, $10 and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the covenants and agreements set
forth herein in reliance on the representations and warranties contained herein,
the parties hereby agree and legally bind themselves as follows:
AGREEMENTS
SECTION 1. PURCHASE AND SALE OF ASSETS.
1.1 Sale of Business. Seller hereby agrees to sell, transfer, assign and
deliver to Buyer, and Buyer agrees to purchase, at the closing date,
Seller's existing business and assets, including but not limited to the
goodwill of the business as a going concern, the right to use the name
"Keys Insurance Agency" or any variant of the name, all of Seller's
rights under its contracts, licenses and agreements, and all tangible
and intangible assets, processes, methodologies, intellectual and other
property used by Seller in the business
known as "Keys Insurance Agency, Inc.", all as specified in Exhibit
"A", free and clear of all liens, charges and encumbrances except as
provided herein.
1.2 Purchase Price.
Purchase Price $2,150,000.00
+ Current Net Assets as of
June 30, 2003 95,486.79
------------
Total $2,245,486.79
1.3 Method of Payment.
Third Party Financing with
TIB Bank of the Keys $2,020,938.00
Cash due from Buyer at Closing 224,548.79
------------
Total of Payments $2,245,486.79
SECTION 2. GUARANTY AGREEMENT
At a later date, if requested by the TIB Bank, the wives, ▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, will sign Guaranties as to the
Promissory Note executed by the Buyers in this transaction.
/s/ ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------- --------------------
▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
SECTION 3. NON-COMPETITION, NON-DISPARAGEMENT AND FURTHER COOPERATION
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The Seller has executed a separate Non-Competition Agreement.
Neither party shall make, communicate or disseminate in any way, shape
or form, including without limitation oral, written, facsimile or
internet communications, any remarks, statements, allegations or
comments which may either directly or indirectly disparage, denigrate,
libel or slander the other party or any of its officers, directors,
employees or affiliates.
The parties will cooperate with each other and execute all other
documents which may be necessary to effectuate the terms of this
agreement in transferring the assets of Keys Insurance Agency, Inc. to
Buyer.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants that:
a. Keys Insurance Agency, Inc. is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Florida and has the power to own its property and conduct its
business in the manner in which such business is now being conducted.
b. The execution and delivery of this Agreement and the
performance of the transactions contemplated hereby have been duly
authorized and approved by all necessary action of Seller and Seller
has full power to perform this Agreement and the transactions
contemplated hereby, and this Agreement constitutes a valid and binding
agreement of Seller enforceable in accordance with its terms.
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c. The execution, delivery, and performance of this Agreement
and the consummation of the transactions herein contemplated do not
and will not result in the creation of any lien or encumbrance upon
the property or assets of Seller, and do not and will not conflict
with, or result in a breach of any term or provision of, or constitute
a default under or pursuant to the articles of incorporation or bylaws
of Seller, or any agreement, indenture, mortgage, deed of trust or
other instrument to which Seller is a party or by which Seller is
bound or to which its properties are subject, or any law, rule,
regulation, judgment, order or decree. All consents by third parties
that are required to prevent or eliminate every such conflict, breach,
default, lien and encumbrance shall have been validly obtained before
the Closing and at the Closing shall be in full force and effect and
valid and sufficient for such purpose.
d. Seller has previously furnished Buyer a balance sheet for
the Seller as of June 30, 2003, together with a statement of income
for the six months then ending (collectively the "Financial
Statements"). Seller has maintained its books of account in the usual,
regular and ordinary manner on a consistent basis and the Financial
Statements have been prepared in accordance with generally accepted
accounting principles consistently applied, are true and complete, and
fairly present the financial condition of the Seller and the results
of its operations for the periods stated.
e. Except as and only to the extent reflected or reserved
against in the balance sheet of the Seller of June 30, 2003, and
except for obligations incurred in the ordinary course of business
since that date, the Seller has no material
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debts, liabilities or other obligations (including, without limitation,
obligations for federal, state or local taxes or other governmental
assessments or penalties, and obligations and advances, directly or
indirectly, to the Seller), absolute or contingent, due or to become
due, and the Seller does not know or have reasonable grounds for
knowing the basis for any assertion against the Seller of any liability
(including any tax liability) of any nature or in any amount not
reflected on, or reserved against in, the balance sheet of the Seller
as of June 30, 2003.
Seller is current in the payment of all of its obligations and
liabilities, including those shown on the Financial Statements, and
there are no obligations due or to become due, or liabilities, fixed
or contingent, that the Seller will not be able to satisfy in the
ordinary course of business.
f. Subsequent to June 30, 2003, through and including the
Closing Date, the business of the Seller has been conducted only in the
ordinary course and there have not been
(1) Any materially adverse change in the condition (financial or
otherwise) or overall business or prospects of the Seller;
(2) Any damage, destruction or loss (whether or not covered by
insurance) materially and adversely affecting Seller's
properties, assets, business or prospects;
(3) Any agreement, contract or other arrangement obligating the
Seller, or any debt, obligation or liability
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(whether direct or indirect, contingent or otherwise) incurred
other than in the ordinary course of business;
(4) Any sale or other disposition of, or lien or encumbrance
placed on, any of the Seller's properties;
(5) Any dividend or liquidating or other distribution with respect
to the stock issued, authorized, declared, paid or effected;
and
(6) Any other occurrence, event, condition or state of facts of
any kind which materially affects or which may materially
affect the overall business or prospects of the Seller in any
adverse manner.
g. Except as disclosed by Seller to Buyer, Seller is not a
party to, or obligated under, any notes, mortgages, security
agreements, contracts, employment contracts, agreements, leases, other
commitments or the like (including pension, profit sharing, option,
bonus or other employee benefit plans) which are not terminable on 30
days' notice or which involve termination exposure in excess of
$1,000.00. True and complete copies of all documents herein described
have previously been furnished to Buyer. All such notes, mortgages,
security agreements, contracts, agreements, leases, other commitments
or the like, to which the Seller is a party, are fully binding and
validly enforceable in accordance with their terms and there are no
defaults thereunder.
h. The Seller has filed with the appropriate governmental
agencies all tax returns (federal, state and local) that Seller is
required to file, and all taxes shown to be
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due and payable on said returns or on any assessments that they have
received, and all other taxes (federal, state and local) due and
payable on or before the date of this Agreement have been determined
and paid. Buyer agrees to reimburse Seller for any tax liability
incurred by Seller from June 30, 2003 to closing date.
i. There is no material litigation, claim, proceeding or
investigation currently threatened or pending against the Seller and
Seller does not know of any basis or grounds for any such suit,
action, claim, dispute, investigation or other proceeding, except as
disclosed by Seller to Buyer. The Seller is not affected by any
present or threatened strike or other labor disturbance, and there
have been no petitions for union elections covering any of the
employees of the Seller filed, and, to the best knowledge of Seller,
there is no union attempting to represent any employees of the Seller
as a collective bargaining agent.
j. Exhibit A hereto lists all of the tangible assets and
properties of the Seller and all of the copyrights, trademarks, trade
names or similar rights of the Seller used in its business. The Seller
has good and marketable title to all properties and assets used in its
business, including, without limitation, real estate, improvements
thereon and equipment used in its business (except such real and
personal properties as are held pursuant to valid leases or licenses),
free and clear of all liens, charges and encumbrances, except as
described and reflected in Exhibit "B." All tangible properties and
assets reflected in the Balance Sheet of Seller as of June 30, 2003,
are in good and usable condition (reasonable wear and tear excepted),
and no such asset lies in an area which is, or is presently known to
be, zoned to prohibit the continued effective use thereof in the
conduct of
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the business of Seller, as now carried on and proposed to be carried
on. The properties and assets of Seller listed in Exhibit "A" are
adequately insured against risks commonly insured against by companies
similarly situated, and together with properties and assets held
pursuant to valid leases or licenses, constitute all properties and
assets which are necessary to, or are being used in, the Seller's
present business. Since June 30, 2003, there has been no acquisition or
disposition of such assets, except in the ordinary course of business.
k. All leases under which Seller holds real or personal
property are described in Exhibit "B" hereto. True and complete copies
of all such leases have been furnished previously to Buyer. Seller has
good title to the leasehold interests in such property free and clear
of liens and encumbrances except as set forth in Exhibit "C." Each
lease is in full force and effect, all accrued and payable payments
have been paid, the Seller has not violated any term of any such lease
in any material respect and no event of default under any such lease
has occurred.
l. Seller has delivered to Buyer true and complete copies of
each pension, retirement, profit sharing, stock purchase, stock option,
severance, vacation, deferred compensation, bonus or other incentive
plan, or other employee benefit program, arrangement, agreement or
understanding, or medical, vision, dental or other health plan or life
insurance or disability plan, retiree medical or life insurance plan or
any other employee benefit plans or fringe benefit arrangements,
including, without limitation, any "employee benefit plan" as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), to which the Seller contributes or is a
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party to or by which Seller is bound or under which it may have
liability and under which employees or former employees of the Seller
(or their beneficiaries) are eligible to participate or derive a
benefit (the "Plans"). The Seller has no formal plan or commitment,
whether legally binding or not, to create any additional plan, practice
or agreement or modify or change any existing plan, practice or
agreement that would affect any of the employees or former employees of
the Seller. Benefits under all Plans are as represented and will not be
increased subsequent to the date documents are provided. Seller makes
no commitment and has no obligation to establish any pension,
retirement, profit sharing, stock purchase, stock option, severance,
vacation, deferred compensation, bonus or other incentive plan, or
other employee benefit program.
(2) The following representations are made with regard to the
Plans:
(i) The Seller has, in all material respects, performed all
obligations, whether arising by operation of law, contract or
past custom, required to be performed under or in connection
with the Plans, and the Seller has no knowledge of any default
or violation by any other party with respect to the Plans;
(ii) All reports and disclosures relating to the Plans required to
be filed with or furnished to governmental agencies, plan
participants or plan beneficiaries have been or will be filed
or furnished in accordance with applicable law in a timely
manner;
(iii) There are no actions, suits or claims (other than routine
claims for benefits) pending, or, to the best of
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Seller's knowledge, threatened, against any Plan or against
the assets funding any Plan;
m. No statement contained in this Agreement or any statement
(including the Financial Statements), certificate, instrument or other
document, furnished to Buyer in connection with the transactions
contemplated hereby, contains or will contain any untrue statement of a
material fact or will omit to state a material fact necessary to make
the statements contained herein or therein not misleading.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF BUYER.
Buyer represents and warrants that:
a. Buyer is a corporation duly organized, validly existing and in
good standing under the laws of the State of Florida.
b. The execution and delivery of this Agreement and the
performance of the transactions contemplated hereby have been
duly authorized and approved by all necessary action of Buyer.
Buyer has full power to enter into and perform this Agreement
and the transactions contemplated hereby, and this Agreement
constitutes a valid and binding agreement of Buyer enforceable
in accordance with its terms, except as may be limited by
applicable bankruptcy, reorganization, insolvency, moratorium
or other similar laws, from time to time in effect, and any
equity principles relating to or affecting generally the
enforcement of creditors' rights.
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c. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not
conflict or be inconsistent with or result in the termination
of or result in any breach of or constitute a default under
the terms of any indenture, mortgage, deed of trust, covenant,
agreement or other instrument to which Buyer is a party or to
which any of its property is subject.
SECTION 6. COVENANTS AND FURTHER AGREEMENTS.
6.1 Brokers and Consultants. The parties represent and warrant to each
other that the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not give rise
to any valid claim against any of the parties hereto for a finder's
fee, brokerage commission or other like payment.
6.2 Reliance Upon and Survival of Representations and Warranties.
Notwithstanding any investigation at any time conducted by any of the
parties hereto, each of the parties hereto shall be entitled to rely on
the representations and warranties of the other parties set forth
herein or in any schedule, exhibit or other document delivered pursuant
hereto. The representations, warranties, covenants and agreements of
the parties shall be true and accurate as of, and shall survive, the
Closing Date. If Buyer determines that a claim exists against Seller
under this Section 6.2 or any other section of this Agreement, Buyer
shall promptly notify Seller in writing of such claim.
6.3 Further Assurances. The parties hereto agree to execute and deliver or
cause to be executed and delivered at the Closing
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or at other reasonable times and places such additional instruments as
another party hereto may reasonably request for the purpose of carrying
out this Agreement.
6.4 Indemnification.
a. Seller covenants and agrees to indemnify and hold harmless the
Buyer from and against any loss, claim, liability, obligation
or expense (including reasonable attorneys' fees) (i) incurred
or sustained by Buyer on account of any misrepresentation or
breach of any warranty, covenant or agreement of Seller
contained in this Agreement or made in connection herewith, or
(ii) incurred or sustained on account of the non-fulfillment
by Seller of any of the conditions or covenants of this
Agreement as contemplated hereby. Without limiting the
generality of the foregoing, Seller shall be liable for all
material undisclosed liabilities of the Seller existing before
the Closing or which may arise based on facts or events
existing prior to the Closing. If any claim is asserted
against Seller for which indemnification may be sought under
the provisions of this Section 5.4, Buyer shall promptly
notify Seller of such claim and thereafter shall permit Seller
at their expense to participate in the negotiation and
settlement of any such claim and to join in the defense of any
legal action arising therefrom.
b. Buyers covenant and agree to indemnify and hold harmless
Seller from and against any loss, claim, liability, obligation
or expense (including reasonable attorneys' fees (i) incurred
or sustained on account of any misrepresentation or breach of
any warranty, covenant or agreement of Buyer contained in this
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Agreement or made in connection herewith, or (ii) incurred or
sustained on account of the non-fulfillment by Buyers of any
of the conditions or covenants of this Agreement as
contemplated hereby. If any claim is asserted against Buyers
for which indemnification may be sought under the provisions
of this Section 5.4, Seller shall promptly notify Buyers of
such claim and thereafter shall permit Buyers at their expense
to participate in the negotiation and settlement of any such
claim and to join in the defense of any legal action arising
therefrom.
6.5 Expenses. Each party shall pay its own expenses and costs, including,
without limitation, counsel fees and transfer taxes incurred in
connection with the consummation of this Agreement and the transactions
contemplated hereby.
6.6 Limited Use of Network System. Buyer may continue to stay on Seller's
Network System for a period of 120 days after the closing date.
SECTION 7. CONDITIONS TO OBLIGATION OF BUYER.
The obligations of the Buyers at the Closing to consummate the
transactions herein contemplated are subject to the fulfillment at or prior to
the Closing Date of each of the following conditions:
7.1 Truth of Representations and Warranties. The representations and
warranties of Seller contained in this Agreement and in any exhibit or
other document delivered pursuant hereto shall be true and correct on
and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of such date.
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7.2 Performance of Agreements. Each agreement of Seller to be performed on
or before the Closing Date pursuant to the terms hereof or as
contemplated herein shall have been duly performed.
7.3 Consents. All consents by third parties that are required for the
consummation of the transactions contemplated herein, or that are
required pursuant to Section 3 of this Agreement, shall have been
obtained in writing.
7.4 Opinion of Seller' Counsel. Seller shall have furnished to Buyer a
favorable opinion dated the Closing Date by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, counsel for
Seller, in form and substance satisfactory to counsel for Buyer that:
a. The Seller has been duly organized and is validly existing and
in good standing under the laws of the State of Florida and
has requisite power and authority to carry on its business as
now conducted and to own its property.
b. The execution and delivery of this Agreement and the
performance of the transactions contemplated hereby have been
duly authorized by all necessary action, and the Seller has
duly executed and delivered any documents required hereunder.
c. This Agreement and related documents are legal, valid and
binding obligations of the Seller and are enforceable against
the Seller in accordance with their terms except to the extent
that their enforceability may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium or similar laws
affecting the enforcement
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of creditors' rights generally, (ii) general principles of
equity (regardless of whether such enforceability is
considered in an action at law or a suit in equity), including
the availability of equitable remedies, and (iii) procedural
requirements of law applicable to the exercise of creditors'
rights generally.
d. Seller has made valid delivery of the Assets to Buyers, free
and clear of all liens and encumbrances, and all of Seller's
right, title and interest in the Assets have vested in Buyers.
7.5 Legal Matters. All legal matters in connection with the consummation of
the transactions contemplated by this Agreement shall be satisfactory
to counsel for Buyer, and such counsel shall have been furnished with
such certificates, instruments, documents, opinions (in addition to
those specified in Section 7.4 hereof) and other papers as they may
have reasonably requested to enable him to pass on such matters.
SECTION 8. CONDITIONS TO THE OBLIGATIONS OF SELLER.
The obligations of Seller to consummate the transactions herein
contemplated are subject to the satisfaction on or before the Closing Date of
the following conditions:
8.1 Truth of Representations and Warranties. The representations and
warranties of Buyer contained in this Agreement and in any exhibit or
other document delivered pursuant hereto shall be true and correct on
and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of such date.
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8.2 Performance of Agreements. Each agreement of Buyer to be performed on
or before the Closing Date pursuant to the terms hereof or as
contemplated herein shall have been duly performed
SECTION 9. THE CLOSING.
a. The closing (the "Closing") under this Agreement shall be held
on August 15, 2003, or such other date as Seller and Buyer may
agree (the "Closing Date"), at the Executive Offices of TIB
Bank of the Keys, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇.
b. At the Closing, Seller shall deliver or cause to be delivered
to Buyer a ▇▇▇▇ of Sale for the Assets and all other
instruments, documents and opinions required to be delivered
by Seller under this Agreement or which counsel for Buyer may
reasonably request for the purpose of closing this Agreement.
c. At the Closing, Buyer shall pay and deliver to Seller the
Purchase Price in the amount and form specified in Section 1.3
and shall deliver all other instruments, documents and
opinions required to be delivered by Buyer under this
Agreement or which Seller may reasonably request for the
purpose of closing this agreement.
SECTION 10. BENEFITS.
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their assigns and successors in interest.
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SECTION 11. NOTICES.
Any notice or other communication required or permitted hereunder shall
be sufficiently given if sent by certified mail, postage prepaid, addressed as
follows:
a. If to Buyer, addressed to:
▇▇▇▇▇ ▇▇▇▇▇▇-Vegue
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
with copies to:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
If to Seller, addressed to:
TIB Bank of the Keys
P. O. ▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇ ▇▇▇▇, President & CEO
with copies to:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, General Counsel
TIB Bank of the Keys
P. O. ▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Any such notice or communication shall be deemed to have been given as
of the date so mailed.
SECTION 12. ENTIRE AGREEMENT.
The exhibits hereto and the certificates and other documents to be
furnished in connection herewith are an integral part of this Agreement. All
understandings and agreements between the parties are merged into this Agreement
which fully and completely expresses their agreements and supersedes any prior
agreement or understanding relating to the subject matter, and no party has made
any representations or warranties, express or implied, not herein expressly set
forth. This Agreement shall not be changed or terminated except by written
amendment signed by the parties hereto. All representatives and warranties made
herein, and all obligations not fully satisfied at closing, shall survive
closing.
SECTION 13. GOVERNING LAW.
This Agreement and the agreements contemplated hereby shall be
construed in accordance with and governed by the laws of the State of Florida.
Venue for any litigation arising out of this Agreement shall be in Monroe
County, Florida.
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SECTION 14. COUNTERPARTS.
This Agreement is executed in several counterparts, all of which taken
together shall constitute one instrument.
SECTION 15. SEVERABILITY.
If any clause, provision or section of this Agreement shall be held
illegal or invalid by any court, the illegality or invalidity of such clause,
provision or section shall not affect the remainder of this Agreement which
shall be construed and enforced as if such illegal or invalid clause, provision
or section had not been contained in this Agreement. If any agreement or
obligation contained in this Agreement is held to be in violation of law, then
such agreement or obligation shall be deemed to be the agreement or obligation
of the respective party hereto only to the extent permitted by law.
SECTION 16. DESCRIPTIVE HEADINGS.
The descriptive headings of the several sections of this Agreement are
inserted for convenience only and shall not be deemed to affect the meaning or
construction of any of the provisions hereof.
SECTION 17. ATTORNEYS FEES.
The prevailing party, in any litigation arising out of this Agreement,
shall be entitled to an award of all reasonable costs and attorney's fees and
expenses, including appellate attorney's fees.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed, all as of the day and year first above written.
SELLER: BUYER:
Keys Insurance Agency, Inc. Keys Insurance Services, Inc.
a Florida corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇-Vegue By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇-Vegue
--------------------------- ------------------------
▇▇▇▇▇ ▇▇▇▇▇▇-Vegue ▇▇▇▇▇ ▇▇▇▇▇▇-Vegue
As its: President As its: President
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇-Vegue
----------------------
▇▇▇▇▇ ▇▇▇▇▇▇-Vegue
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇
STATE OF FLORIDA
COUNTY OF MONROE
The foregoing instrument was acknowledged before me this 14th day of
August, 2003, by ▇▇▇▇▇ ▇▇▇▇▇▇-Vegue, as President of Keys Insurance Agency,
Inc., who is either personally known to me or who has produced
_________________________ as identification.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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NOTARY PUBLIC
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------
My Commission Expires: (Print name of Notary Public)
July 24, ▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
The foregoing instrument was acknowledged before me this 14th day of
August, 2003, by ▇▇▇▇▇ ▇▇▇▇▇▇-Vegue, as President of Keys Insurance Services,
Inc., who is either personally known to me or who has produced
_________________________ as identification.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------
NOTARY PUBLIC
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------
(Print name of Notary Public)
My Commission Expires:
July 24, ▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
The foregoing instrument was acknowledged before me this 14th day of
August, 2003, by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who is either personally known to me or who has
produced Florida Driver's License as identification.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------
NOTARY PUBLIC
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------
(Print name of Notary Public)
My Commission Expires: July 24, 2005
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STATE OF FLORIDA
COUNTY OF MONROE
The foregoing instrument was acknowledged before me this 14th day of
August, 2003, by ▇▇▇▇▇ ▇▇▇▇▇▇-Vegue, who is either personally known to me or who
has produced _________________ as identification.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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NOTARY PUBLIC
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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(Print name of Notary Public)
My Commission Expires:
July 24, 2005
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EXHIBIT A TO ASSET PURCHASE AGREEMENT DATED AUGUST 14, 2003
Assets and Liabilities as of June 30, 2003
ASSETS
ACCOUNT RECEIVABLE
Accounts Receivable - Agency Business 59,114.77
Accounts Receivable -Finance Companies 3,088.63
Direct ▇▇▇▇ Commissions Receivable 126,216.14
A/R - Other 2,030.27
TOTAL ACCOUNT RECEIVABLE 190,449.81
PREPAID EXPENSES
Prepaid Expenses-Insurance 4,603.31
Prepaid Expenses-Rent 6,725.45
Prepaid Expenses-Other 2,364.94
TOTAL PREPAID EXPENSES 13,693.70
SECURITY DEPOSITS
Security Deposits 1,225.00
TOTAL SECURITY DEPOSITS 1,225.00
LIABILITIES
ACCOUNTS PAYABLE
Accounts Payable to Companies (64,050.55)
Commissions Payable - All Business (18,441.89)
Vendors Payable (20,887.89)
FUTA and SUI Taxes (399.39)
Bonus Payable (5,322.00)
Christmas Party Payable (780.00)
TOTAL ACCOUNTS PAYABLE (109,881.72)
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NET VALUE OF PURCHASED ASSETS LESS LIABILITIES 95,486.79
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FIXED ASSETS
Telecommunications 12,880.52
Automobiles 31,200.00
Furniture & Fixtures 9,181.38
Equipment 164,626.75
Leasehold Improvements 40,121.12
Accumulated Depreciation (133,194.92)
TOTAL OF NBV OF FIXED ASSETS 124,814.85
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Exhibit B to Asset Purchase Agreement dated August 14, 2003
All of assignor's rights pursuant to the leases/rental agreements, whether
written or oral, between Assignor as Tenant and ▇▇▇▇▇ ▇▇▇▇▇▇▇ (805 ▇▇▇▇▇▇▇
Plaza, Key West, Florida), ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (Part of ▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇) and ▇▇▇▇▇ ▇▇▇▇▇▇-Vegue (Part of ▇▇▇▇ ▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇)
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Exhibit C to Asset Purchase Agreement dated August 14, 2003
NONE
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