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EXHIBIT 2.1
ASSET PURCHASE AGREEMENT
Asset Purchase Agreement dated as of the 27th day of January, 1999, by
and among Healthbridge, Inc., a Delaware corporation (the "Purchaser"); Roatan
Medical Technologies, Inc., a Utah corporation ("Roatan"); WinTex Corporation, a
Texas Corporation, a wholly-owned subsidiary of Roatan ("WinTex") Roatan Medical
Services, Inc., a Texas Corporation ("Services") and United Services, Inc.
("United") (Roatan, WinTex, Services and United are collectively referred to
herein as the "Sellers") and ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual residing at ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as the
"Stockholder").
W I T N E S S E T H:
WHEREAS, the Sellers are engaged in the business of developing and
marketing technologies and products for the medical waste industry and maintain
ownership of valuable intellectual property in connection therewith; and
WHEREAS, Stockholder, as majority shareholder of Roatan, Services and
United consents to the sale of the assets provided for in this Agreement; and
WHEREAS, the Sellers, Stockholder and certain affiliated companies have
executed a letter of intent (the "LOI") with First Capital Invest Corp. BVI
("FCIC") dated March 30, 1998 that contemplates a series of financings for the
benefit of Sellers and Stockholder; and
WHEREAS, pursuant to the LOI, FCIC has advanced certain funds for the
benefit of the Sellers and Stockholder and will arrange for future financings
for the Purchaser, subject to an agreed upon restructuring of the assets and
liabilities of the Sellers, Stockholder and their affiliated companies; and
WHEREAS, the Sellers have agreed upon a restructuring plan which
includes the sale of substantially all of the Sellers' assets to Purchaser,
pursuant to the terms and
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conditions of this Agreement, in exchange for voting stock of Purchaser and
other good and valuable consideration stated herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter contained, the parties to this Agreement hereby agree as follows:
1. Acquisition of Assets in Exchange for Purchaser Voting Stock.
(a) Transfer of Assets. Sellers shall sell, transfer, assign
and convey to Purchaser, the assets described in Paragraph 1(b) of this
Agreement (the "Assets") in exchange for the shares of common stock, par value
$.01 per share ("Purchaser Stock"), of Purchaser, payable as provided in
Paragraph 1(c) of this Agreement.
(b) Acquisition of Sellers' Assets. Subject to the terms and
conditions of this Agreement and upon the representations, warranties, covenants
and agreements made in this Agreement by the parties, Sellers shall validly
transfer, assign, convey and deliver to Purchaser at the Closing, as hereinafter
defined, all of the property and assets of the Sellers of every kind and
wherever situated which are owned as of the Closing Date, as hereinafter
defined, by Sellers or in which they have any right or interest save and except
the Excluded Assets described in Paragraph 1(b)(iii) below. Except as excluded,
the Assets include all of the Sellers' goodwill, customer lists, franchises and
all rights, title and interest in and to the use of its their corporate names,
trade names, trademarks or any similar names and any other names under which the
Sellers conduct business; all patent rights, copyrights, licenses, marketing
rights, trade secrets, know-how, inventions and royalties; lands, leaseholds and
other interests in land; plants, buildings, machinery, equipment, tools, motor
vehicles, transportation and packing and delivery equipment and supplies; bonds,
stock, mortgages or other investments; notes, drafts and accounts receivable;
supplies on hand and in transit; inventories of finished goods, raw materials
and work in process; policies of insurance, fidelity and contract bonds; causes
of action, judgments, claims and demands of whatsoever nature; memberships,
agencies and permits; contract rights; rights under government licenses and
authorizations; software and other intangible intellectual property of all
kinds, deferred charges, advance payments, prepaid items, rights of offset and
credits of all kinds, contracts for supplies and for the sale
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of goods, distribution and sales agreements and rights, and all other contracts,
books of account, files, papers and records relating to the aforesaid business
and assets, and all cash on hand and in banks) and except:
(i) the consideration to be received by the Sellers
pursuant to Paragraph 1(c) of this Agreement;
(ii) each of the Sellers' franchises to be a
corporation, its certificate of incorporation, corporate seal, minute books,
stock books and other corporate records having exclusively to do with the
corporate organization and capitalization of the Sellers;
(iii) certain other assets as listed on Schedule
1(a). All such excluded assets described in these sub-paragraphs (i), (ii),
(iii) are hereinafter referred to as the "Excluded Assets."
(c) Issuance of Shares of Purchaser Stock. The purchase price
for the assets to be purchased pursuant to this Agreement shall consist of the
following:
(i) to Roatan - three hundred thirty thousand
(330,000) shares of the common stock of Purchaser;
(ii) to United - two million seventy seven thousand
eight hundred (2,077,800) shares of the common stock of Purchaser;
(iii) to Services - twenty three thousand fifty three
(23,053) shares of the common stock of Purchaser;
(iv) to ▇.▇. ▇▇▇▇▇ (Trustee) - one hundred twenty
nine three hundred eighty four thousand (129,384) shares;
(v) Purchaser agrees to assist Sellers and
Stockholder to participate in, or otherwise sell, as a part of any future
offering or other transaction in which any majority stockholder of Purchaser
participates, in connection with the Closing of the transaction contemplated
herein.
(d) Specified Liabilities to be Assumed by Purchaser. In
addition to the consideration described in the foregoing paragraph 1(c), and
except to the extent expressly set forth in Paragraph 1(e) of this Agreement,
Purchaser shall assume no liabilities or
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obligations of the Sellers or of the Stockholder whether actual or contingent,
and whether or not such liabilities are set forth on the Sellers' financial
statements or other books and records and regardless of whether such obligations
arise out of contracts or agreements or are statutory obligations of the
Sellers. In particular, and without limiting the generality of this Paragraph
1(d), Purchaser is not assuming any obligations to the Internal Revenue Service
("IRS") or to any other taxing agency or authority or with respect to any
employee benefit plan or relating to the preparation and consummation of the
transaction contemplated by this Agreement.
(e) Contracts and Obligations to be Assumed. Purchaser shall
assume no liabilities of any kind and description, other than the Sellers' and
Stockholder's liabilities specifically listed on a schedule of assumed
liabilities approved by Purchaser and attached hereto as Schedule 1(e).
(f) Purchase Price Allocation. The purchase price of the
assets acquired by Purchaser pursuant to this Agreement shall be determined by
Purchaser, subject to the approval of the Sellers, which approval shall not be
unreasonably withheld or delayed.
(g) Closing. The purchase and sale contemplated by this
Agreement shall take place at a closing (the "Closing") to be held at the office
of Esanu Katsky ▇▇▇▇▇▇ & Siger, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ on February
22, 1999 or upon such later date, or by such other method, as the parties may
mutually select (the "Closing" or "Closing Date").
2. Representations and Warranties of Sellers and Stockholder. Sellers
jointly and severally, hereby represent and warrant to Purchaser, as follows:
(a) Corporate.
(i) Roatan is a corporation, duly organized, validly
existing and in good standing under the laws of the State of Utah and has full
power and authority to carry on its business and to own or lease all of its
properties and assets as and in the places such businesses are now conducted.
There is no jurisdiction in which Roatan owns or leases real property or where
its activities or the nature of its business or property would
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require qualification or license as a foreign corporation where it is not so
qualified or licensed.
(ii) WinTex is a corporation, duly organized, validly
existing and in good standing under the laws of the State of Texas and has full
power and authority to carry on its business and to own or lease all of its
properties and assets as and in the places such businesses are now conducted.
There is no jurisdiction in which WinTex owns or leases real property or where
its activities or the nature of its business or property would require
qualification or license as a foreign corporation where it is not so qualified
or licensed.
(iii) Services is a corporation, duly organized,
validly existing and in good standing under the laws of the State of Texas and
has full power and authority to carry on its business and to own or lease all of
its properties and assets as and in the places such businesses are now
conducted. There is no jurisdiction in which Services owns or leases real
property or where its activities or the nature of its business or property would
require qualification or license as a foreign corporation where it is not so
qualified or licensed.
(iv) United is a corporation, duly organized, validly
existing and in good standing under the laws of the State of Texas and has full
power and authority to carry on its business and to own or lease all of its
properties and assets as and in the places such businesses are now conducted.
There is no jurisdiction in which United owns or leases real property or where
its activities or the nature of its business or property would require
qualification or license as a foreign corporation where it is not so qualified
or licensed.
(v) Complete and correct copies of the certificates
of incorporation of each of the Sellers, certified by the appropriate
Secretaries of State and the by-laws of each of the Sellers, certified by the
secretary of each of the Sellers (the "Certificates of Incorporation" and
"By-Laws," respectively), and a list of the present officers and directors of
each of the Sellers, certified by their respective secretaries will be delivered
to Purchaser at or prior to Closing.
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(vi) Sellers have full corporate power to carry out
the transactions provided for in this Agreement. All necessary corporate actions
required to be taken by the Sellers, including all necessary stockholder and
director approvals, relating to the execution and delivery of this Agreement and
the consummation of the transactions contemplated by this Agreement have been,
or shall, prior to Closing, be duly and validly taken. This Agreement and any
other agreements, instruments, releases or other obligations (collectively,
"Other Agreements") entered into in connection with this Agreement, when
executed and delivered by the Sellers, Stockholder or their respective agents,
will constitute the legal, valid and binding obligations of the Sellers
enforceable in accordance with their respective terms. No consent, approval or
agreement of any person, party, court, governmental authority, or entity is
required to be obtained by the Sellers in connection with the execution and
performance by the Sellers of this Agreement or such Other Agreements.
(vii) Except as set forth in Schedule 2(a)(ii),
Sellers do not have any equity investment or other interest, direct or indirect,
in, any domestic or foreign corporation, association, partnership, joint venture
or other entity.
(b) Property.
(i) Sellers do not own any real property. Schedule
2(b) identifies all real property or leasehold estates in real property of which
any of the Sellers is a lessor or lessee. Sellers are a party to legal, valid
and binding leases under which Sellers are a tenant or possessor in good
standing, free of any default or breach by Sellers or any affiliate of the
Sellers. Sellers have legal and valid occupancy permits, if required, and all
other required licenses or governmental approvals for the Scheduled leased
property. None of such real property leases shall be modified, terminated, or
affected in any way by the execution of this Agreement or the consummation of
the transactions contemplated by this Agreement nor shall such execution and
consummation grant any party any right of termination under any of such leases.
All rental and other payments due under such leases have been duly made, all
acts required to be performed by the Sellers and such affiliates have been duly
performed and Sellers enjoy the unrestricted quiet possession of
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each of the premises purported to be leased by it. No improvement, fixture or
equipment in the premises or properties, leased, used or occupied by the Sellers
nor the leasehold or occupation with respect thereto, is in violation of any
zoning or building laws, and all such premises and properties are zoned for the
purposes for which such premises and properties are currently being used.
(ii) Except for (A) liens for taxes, assessments,
charges and other indebtedness, the validity of which the Sellers are contesting
in good faith by appropriate action diligently pursued, each of which is listed
in Schedule 2(b)(ii); (B) liens for taxes and assessments not yet payable; (C)
liens of employees and laborers for current wages not yet due; (D) liens arising
under the terms of a lease of real property as set forth in Schedule 2(b)(ii);
(E) as otherwise reflected in Schedule 2(b)(ii), Sellers own outright and has
good and marketable title to all its respective assets free and clear of all
Claims.
(iii) All leases entered into by the Sellers were
made at arms length with non-affiliated persons.
(iv) Except as set forth in Schedule 2(b)(v), all of
Sellers' rights under leases of all of its real and personal property may be
transferred to Purchaser without the consent of any third party. With respect to
those leases being assumed by Purchaser pursuant to Paragraph 1(e) of this
Agreement, Seller shall obtain any consent required to such assignment.
(c) Litigation. Except as set forth in Schedule 2(c),
there are no claims, actions, suits, proceedings, inquiries, labor disputes or
investigations (whether or not purportedly on behalf of the Sellers) pending or,
to the best of their knowledge, threatened against Sellers at law or in equity
or by or before any Federal, state, county, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign, whether legal or administrative or in arbitration or mediation, nor is
there any basis for any such action or proceeding. Except as set forth in
Schedule 2(c), Sellers and their assets are not subject to, nor are the Sellers
in default with respect to, any order, writ, injunction, judgment, decree or
governmental restriction that could materially
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and adversely affect its financial condition, business, assets or prospects or
that would interfere with the transactions contemplated by this Agreement.
(d) Compliance with Laws. To the best of Sellers' and
Stockholder's knowledge, Sellers are in compliance in all material respects with
all laws and the rules and regulations of all Federal, state and other
government agencies or authorities applicable to its business (including,
without limitation, with respect to wages, hours, hiring, firing, promotion,
equal opportunity, nondiscrimination, health, safety, environmental matters,
product labeling, warranties, packaging, advertising or sale of products, trade
regulations, anti-trust or control and foreign exchange), and Sellers possess
all required licenses and approvals for their services and facilities which are
required to be issued in connection with its business. To the best of Sellers'
and Stockholder's knowledge, Sellers have filed with the proper authorities all
statements, reports, information and forms required by all applicable laws,
rules and regulations, and has maintained in full force and effect all licenses
and permits necessary or proper in the conduct of its business. Sellers have
received no written notice or informal advice concerning any revocation or
limitation of any such license or permit and no such proceeding is pending, or,
to the best of Sellers' and Stockholder's knowledge, threatened.
(e) Contracts and Commitments.
(i) Sellers have no contracts or commitments with
respect to either purchases or sales by the Sellers involving a consideration in
excess of $5,000 individually or $10,000 in the aggregate which is not
cancelable by the Sellers without penalty upon 30 days notice other than
contracts made in the ordinary course of business. No purchase commitments by
the Sellers are in excess of the normal, ordinary and usual requirements of
their business or, to the best of their knowledge, at any price unreasonably
high or known to or believed to be excessive.
(ii) Schedule 2(e)(ii) identifies all employees,
consultants and others who have received remuneration from the Sellers in
connection with services rendered within the year prior to the execution of this
Agreement; including such individuals date of hire, rate of remuneration, title
and responsibility. Sellers have made no payments
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or commissions or provided any benefits to others in connection with any sales
or proposed sales by the Sellers, except to employees of the Sellers or sales
representatives regularly engaged by the Sellers to promote the sale of their
products and services. To the best knowledge of the Sellers and Stockholder,
none of such employees or sales representatives are employed or engaged as a
consultant, advisor, purchasing representative, employee, officer, director or
otherwise, whether paid or unpaid, by any customer or proposed customer or by
any government or governmental agency or body of any kind and description or by
any other person, firm or corporation or hold political office or position
(whether or not paid) with any government or governmental agency or body or
receive remuneration for services rendered from any person, firm or corporation
other than Sellers.
(iii) Except as disclosed on Schedule 2(e)(ii), there
are no contracts, agreements or commitments or business arrangements with or to,
and there have not been any sales to, purchases from or other business
arrangements with, any current or former principal stockholders, directors or
officers of the Sellers (or any spouse or relative of any of the foregoing) and
neither Sellers nor Stockholder have any interest in any party with which the
Sellers do business.
(iv) Schedule 2(e)(iv) identifies all unexpired
material contracts to which Sellers are bound. Except as set forth in Schedule
2(e)(iv), Sellers are not a party to any agreement, contract or commitment (A)
granting any person any preferential rights to purchase any of its assets or
properties; (B) which continues over a period (including any periods covered by
an option to renew by any party) of more than one year from its date; (C) with
any distributor, dealer, sales agency or manufacturer's representative or with
any sales, advertising or public relations agency; (D) for capital improvements
or expenditures or the construction of fixed assets; (E) relating to the
borrowing of money or to a line of credit, including, without limitation, any
indenture, mortgage, note, loan or credit agreement, or any other contract or
obligation or to the direct or indirect guaranty or assumption by the Sellers of
obligations of others, including any arrangements which have the economic effect
although not the legal form of a guaranty; (F) with respect to security
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interests, liens, pledges, charges, encumbrances, options, rights of first
refusal, mortgages, indentures or security agreements; (G) not made in the
ordinary course of business; or (H) pursuant to which its right to compete with
any corporation, business trust, firm, individual, partnership, joint venture,
entity or organization, in the conduct of its business, is restrained or
restricted for any reason or in any way; except, with respect to clauses (B),
(D) and (G), agreements, contracts or commitments obligating Sellers to pay more
than $5,000 individually or $10,000 in the aggregate.
(f) No Defaults
(i) Except as described on Schedule 2(3)(iv), Sellers
and Stockholder have performed, in accordance with the terms thereof, all
material obligations required to be performed by them, and Sellers are not in
default, in any material respect, under any contract, lease, agreement or
instrument to which Sellers are a party; each such contract, lease, indenture,
agreement or instrument is a legal, valid and binding obligation of the Sellers
and, to the best of Sellers' and Stockholder's knowledge, the other parties
thereto, enforceable in accordance with its terms; there are no material
breaches or material defaults of or liabilities arising from any breach or
default of any provision thereof by any party thereto, which would, to the best
knowledge of Sellers or Stockholders materially and adversely affect Sellers'
business; and no event has occurred which, with or without the lapse of time or
giving of notice, or both, would constitute such a breach or default thereof by
any party thereto, would cause acceleration of any material obligation of any
party thereto or would materially and adversely affect the Sellers.
(ii) As of Closing. To the best of Sellers' and
Stockholder's knowledge, Sellers shall not be in violation of any term of their
Certificate of Incorporation or its By-Laws, and Sellers will not be in
violation of any judgment, decree or order, applicable to it. The execution and
delivery of this Agreement or any other related agreement by the Sellers and the
consummation of the transactions contemplated by this Agreement or any other
related agreement will not result in any such violation or a violation of the
Certificate of Incorporation or By-Laws of the Sellers or any applicable law or
to the best of Sellers' and Stockholder's knowledge be in conflict with,
constitute a default under
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or result in a violation of (or give rise to any right of termination,
cancellation or acceleration under) any contract, agreement, lease, indenture or
instrument to which the Sellers are a party, or any judgment, decree, order,
statute, rule or governmental regulation applicable to the Sellers or their
business or operations of the Sellers. Sellers are not a party to or bound by
any contract which would materially and adversely affect Sellers' business,
operations, financial condition or prospects.
(g) Patents, Trademarks and Copyrights.
(i) Schedule 2(h)(i) contains, and identifies the
Sellers' interest in: all patents (including all re-issues, divisions,
continuations and extensions thereof), patent applications, patent rights,
patent disclosures docketed, inventions, discoveries, confidential know-how,
copyrights, trademarks, trademark applications and trade names and similar
proprietary rights (collectively, "Proprietary Rights") owned by, or registered
in the name of, the Sellers or in which the Sellers have a right or option to
obtain or acquire an interest, or which are used in, or useful to, the business
of the Sellers. Confidential know-how includes, but is not limited to,
proprietary know-how, software, product formulae, manufacturing, engineering and
other drawings, process flow data, toxicological and ecological data, trade
secrets, technology, technical information, engineering data, design and
engineering specifications and similar materials recording or evidencing
Sellers' proprietary expertise relating to its business, whether or not
currently or heretofore used by Seller and used by or useful to the Sellers in
the conduct of its business. Sellers own outright all the Proprietary Rights
used in their businesses free and clear of all claims and pays no royalty to
anyone under any of them, except as referenced on Schedule 2(g)(ii). None of
Sellers' rights in and to any Proprietary Rights are or will be affected by the
consummation of the transaction contemplated by this Agreement.
(ii) Sellers have full right, title and interest in,
and no other person or entity owns any right, title or interest in, such
Proprietary Rights, except as specified in Schedule 2(g)(ii). Sellers have not
granted any license or made any assignment regarding any such Proprietary
Rights; there have been no asserted claim or litigation challenging or
threatening to challenge the right, title or interest of the Sellers with
respect to any such
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Proprietary Rights; the operations of the Sellers do not, to the best of
Sellers' and Stockholders' knowledge, infringe or violate any enforceable rights
of others in any patents, patent applications, patent rights, confidential
know-how, trademarks, trade names, copyrights, licenses or other proprietary
rights; Sellers as licensee of any Proprietary Right is not in default under any
license and all such licenses are in full force and effect. Seller is not aware
of any default by any other person or party with respect to any license to which
the Sellers are a party or of any infringement by anyone of Sellers' right,
title or interest with respect to the Proprietary Rights. To the best of
Sellers' and Stockholder's knowledge, there are no inventions, discoveries or
confidential know-how of a material nature developed by any employee, agent or
consultant of the Sellers which pertains to the business in which the Sellers
are engaged which has not been disclosed in Schedule 2(g)(i). All license
agreements and assignments set forth in Schedule 2(g)(i) granting Proprietary
Rights to the Sellers are, to the best of Sellers' knowledge, valid and
enforceable in accordance with their terms. Neither the execution of this
Agreement or the consummation of the transactions contemplated by this
Agreement, violates, conflicts with or results or will result in a breach of any
material license or other material agreements relating to Proprietary Rights.
(h) Investment Representation.
(i) Sellers and Stockholder are accredited investors,
within the meaning of Rule 501 of the Commission pursuant to the Securities Act.
Sellers and Stockholder are acquiring the Shares pursuant to this Agreement for
investment and not with a view to the sale or distribution thereof. Seller and
Stockholder understand that the Shares constitute restricted securities within
the meaning of Rule 144 of the Commission pursuant to the Securities Act and may
not be sold or otherwise transferred except pursuant to an effective
registration statement or an exemption from the registration requirements of the
Securities Act. Sellers further acknowledge that Seller and Stockholder have no
registration rights with respect to the Shares. Sellers and Stockholder have
been advised by counsel as to the meaning and implication of the acquisition of
restricted securities, the illiquid nature of the Shares.
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(ii) Sellers and Stockholder are aware that an
investment in Purchaser Stock involves a high degree of risk, that Purchaser has
incurred, and is continuing to incur, consolidated net losses, and no assurance
can be given as to the profitability of Purchaser's future operations, and that
Purchaser has significant funding requirements and the failure of Purchaser to
provide funding or the failure of its subsidiaries to obtain funding from other
sources could have a material adverse effect upon the subsidiaries and upon
Purchaser and could result in the curtailment of operations of Purchaser or one
or more subsidiaries and no assurance can be given as to the availability of
necessary funds to Purchaser or its subsidiaries.
(i) No Broker. Sellers nor any of their officers, directors or
employees have employed or engaged any broker or finder or incurred any
liability for any brokerage fees, commissions or finders' fees in connection
with the transactions contemplated by this Agreement. Sellers shall be solely
liable for the payment of any such brokerage fees, commissions or finders' fees.
(j) Reliance by Purchaser. No representation or warranty set
forth in this Paragraph 2 contains or shall contain any untrue statement of a
material fact or, when taken with all such representations, warranties, reports
and other materials, omitted, omits or will omit to state a material fact
necessary to make the statements contained herein and therein, when taken
together, not misleading and there is no fact which materially and adversely
affects the business, operations or financial condition of the Sellers, which
have not been set forth in this Agreement.
3. Representations and Warranties by Purchaser. Purchaser represents
and warrants to the Sellers that:
(a) Corporate.
(i) Purchaser is a corporation, duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has full power and authority to carry on its business and to own or lease
all of its properties and assets as and in the places such business is now
conducted. Purchaser has not engaged in any business and is not qualified to
conduct business as a foreign corporation in any jurisdiction.
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(ii) Purchaser has full corporate power to carry out
the transactions provided for in this Agreement. All necessary corporate action
required to be taken by Purchaser relating to the execution and delivery of this
Agreement and the consummation of the transactions contemplated by this
Agreement has been duly and validly taken, and this Agreement and any other
agreements entered into in connection with this Agreement, when executed and
delivered by Purchaser, will constitute the legal, valid and binding and
enforceable obligations of Purchaser. No consent, approval or agreement or any
person, party, court, governmental authority, or entity is required to be
obtained by Purchaser in connection with the execution and performance by
Purchaser of this Agreement or such other agreements.
(b) No Broker. Neither Purchaser nor any of its officers,
directors or employees has employed any broker or finder or incurred any
liability for any brokerage fees, commissions or finders' fees in connection
with the transactions contemplated by this Agreement.
(c) Purchaser Capital Stock. The authorized capital of
Purchaser consists of, and shall not exceed prior to Closing without
Stockholder's prior written consent, ten million (10,000,000) shares of
Purchaser Stock, of which, 410,000 shares were issued and outstanding.
(d) Reliance by the Sellers. No representation or warranty set
forth in this Paragraph 3 contains or shall contain any untrue statement of a
material fact or omits or will omit to state a material fact necessary to make
the statements contained herein not misleading.
4. Covenants of the Parties.
(a) Access to Records; Properties. During the period between
the date of this Agreement and the Closing Date, Sellers agree to give Purchaser
and their representatives full and prompt access to all of Sellers' premises and
all of Sellers' books and records, including tax returns filed and in
preparation and all filings with the IRS and Department of Labor and other
material relating to the transaction contemplated by this Agreement, and to
cause their respective officers and independent accountants to furnish
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Purchaser with such financial and operating data and other information with
respect to Sellers' business and properties as Purchaser shall from time to time
request; provided, that such investigation shall not unreasonably interfere with
Sellers' business. Sellers, upon Purchaser's request, will deliver copies of any
tax returns which Sellers intend to file.
(b) Operation of Sellers' Business Prior to Closing. Sellers
agree that from the date of this Agreement to the Closing Date, without
Purchaser's prior written consent, Sellers will operate their businesses
substantially as they are presently operated and only in the ordinary course of
business. Sellers will duly comply with all applicable laws as may be required
on its part to effect the transactions contemplated by this Agreement and in the
conduct by Sellers of their businesses and the operation and use of their
properties and assets.
(c) Noncompetition. Provided that Purchaser is not in default
of any of its obligations under this Agreement, Sellers and Stockholder hereby
covenant and agree that, from the date of this Agreement until five (5) years
from the Closing Date, neither Sellers nor Stockholder will directly or
indirectly (i) engage in the medical waste treatment business or any directly
related business (whether for profit or not for profit), whether as an officer,
director, consultant, stockholder, guarantor, principal, agent, member,
operator, proprietor, employee, advisor or in any other manner in the United
States, or (ii) solicit any present or proposed client of Sellers, Purchaser or
any Affiliate of Purchaser or (iii) employ or engage any employee of Sellers or
Purchaser or (iv) aid or assist others with respect to any of the foregoing. The
parties hereto acknowledge and agree that Purchaser's business is national in
scope and that the foregoing non-competition covenant is an integral part of
this Agreement for which they are receiving adequate compensation, that
Purchaser would not enter in this Agreement without the inclusion of the
Covenants and that if any court of competent jurisdiction shall hold that the
scope or duration of the covenant not to compete set forth in this Paragraph
4(c) is not reasonable or otherwise enforceable, then the parties agree that
such court shall enforce the covenant to the greatest extent permitted under
applicable law.
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(d) Non-Disclosure and Non-Disturbance. Provided that
Purchaser is not in default of any of its obligations under this Agreement,
Sellers and Stockholder agree (i) solicit , initiate discussions with or engage
in negotiations with any Person, regardless of which party initiated any of the
foregoing, that they will not at any time use or disclose to any person any
Confidential Information relating to Sellers, Purchaser or any Affiliate of
Purchaser which provided Confidential Information to Seller or either
Stockholder; provided, however, that nothing in this Paragraph 4(d) shall be
construed to prohibit any Seller or either Stockholder from (i) using or
disclosing such information if it shall become public knowledge other than by or
as a result of disclosure by a person not having a right to make such disclosure
and (ii) complying with legal process, provided, that Purchaser shall be given
prompt notice in time to enable it to object to such disclosure. Sellers and
Stockholder further agree (ii) provide information or documentation relating to
Seller or its business, that they will take no action to induce or cause any of
Sellers' clients to cease engaging Purchaser for its personnel requirements or
to reduce the scope of services performed by Purchaser. For purposes hereof,
"Confidential Information" shall mean all information of a proprietary or
confidential nature relating to any Person, including, but not limited to, such
Person's trade secrets or proprietary information, technical know-how and
products, processes, inventions and discoveries, whether or not patentable, and
information concerning such Person's services, business, customer lists,
proposed services, marketing strategy, pricing policies and the requirements of
its clients.
(e) Negotiation with Others; Disposition of Securities.
Sellers and Stockholder shall deal exclusively with Purchaser regarding the sale
of the Assets contemplated herein or any acquisition of Sellers, whether by way
of merger, purchase of capital stock, purchase of assets or otherwise (a
"Potential Transaction") and, without the prior consent of Purchaser, neither
Sellers nor Stockholder shall, directly or indirectly, (i) solicit, initiate
discussions with or engage in negotiations with any Person, regardless of which
party initiated any of the foregoing, (ii) provide information or documentation
relating to Seller or its business, (iii) enter into any agreement with any
Person other than Purchaser which relates directly or indirectly to a Potential
Transaction. If Sellers or
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Stockholder shall receive any unsolicited inquiry relating to any of the
foregoing, Sellers or Stockholder shall immediately notify Purchaser.
(f) Injunctive Relief. Sellers and Stockholder agree that a
violation or threatened violation of any of the provisions of Paragraphs 4(c),
(d) and (e) of this Agreement shall cause immediate and irreparable harm to
Purchaser. In the event of any breach or threatened breach of said provisions,
Sellers and Stockholder consent to the entry of preliminary and permanent
injunctions by a court of competent jurisdiction prohibiting such party from any
violation or threatened violation of these provisions and compelling Seller to
comply with these provisions. This Paragraph 4(f) shall not affect or limit, and
the injunctive relief provided in this Paragraph 4(e) shall be in addition to,
any other remedies available to Purchaser at law or in equity. In the event an
injunction is issued against any such conduct by Sellers, the period referred to
in Paragraph 4(c) of this Agreement shall continue until the later of the
expiration of the period set forth therein or one (1) month from the date a
final judgment enforcing such provisions is entered and the time for appeal has
lapsed.
(g) Transfer Taxes. Each party to this Agreement shall pay all
respective sales, use and other transfer taxes, if any, imposed on such party
with respect to the transactions contemplated by this Agreement.
(h) Obtain Consents. Sellers and Stockholder shall obtain all
necessary consents to the assumption by Purchaser of all agreements and other
contracts being assumed by Purchaser and any other consent required to
consummate the transactions contemplated by this Agreement.
(i) Obligations Concerning Employees. Purchaser shall have no
obligation to hire any of Sellers' employees. Sellers and Stockholder shall be
responsible for any severance or other obligations to its employees.
(j) Compliance with Bulk Sales Law. Sellers shall take any and
all action to comply with applicable bulk sales law in connection with the sale
of the assets contemplated herein.
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(k) Change of Name. Sellers shall, prior to the Closing Date,
change their corporate name to a names reasonably acceptable to Purchaser which
name does not include any of the words "Roatan," "WinTex", "Redloc", "Services",
"United", or other words that are phonetically similar or have similar meaning
or names that are similar to that of Purchaser or any of Purchaser's affiliates.
(l) Compliance with Closing Conditions. Sellers and
Stockholder agree that the Sellers and Stockholder shall have complied with all
of the obligations, agreements and conditions set forth in Paragraph 5 herein
prior to the Closing Date.
5. Conditions to the Obligation of Purchaser to Close. The obligations
of Purchaser under this Agreement are subject to the satisfaction of the
following conditions unless waived by such parties:
(a) Representations and Warranties. On the Closing Date, the
representations and warranties of the Sellers and Stockholder shall be true and
correct as of the Closing Date with the same force and effect as if made on such
date, Sellers and Stockholder shall have performed all of their obligations
required to be performed by them under this Agreement at or prior to the Closing
Date, and Purchaser shall have received certificates of the chief executive of
the Sellers to such effect.
(b) Authorization of Sale. All action necessary to authorize
the execution, delivery and performance of this Agreement by the Seller shall
have been taken and the Sellers shall have delivered to Purchaser resolutions of
the boards of directors and stockholders of the Sellers, certified by the
secretary of the Sellers, relating to the execution, delivery and performance of
this Agreement.
(c) Transfer of Contracts and Consents. Sellers shall have
delivered to Purchaser instruments transferring all of the contracts to be
assigned to and assumed by Purchaser and such assignments shall have been
consented to by each of the other parties to such contracts whose consent is
required in order to effect the assignment of such contract.
(d) Instruments of Transfer. Sellers shall have delivered to
Purchaser:
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(i) Such instrument or instruments of transfer and
conveyance as shall, in the opinion of Purchaser's counsel, Esanu Katsky ▇▇▇▇▇▇
& Siger, be reasonably necessary to vest in Purchaser good and marketable title
to the business, property and assets to be transferred, assigned, conveyed and
delivered to Purchaser; and
(ii) All books, records and all other data (except
minute and stock books and other corporate records having exclusively to do with
the corporate organization and capitalization of the Sellers) relating to
Sellers' property and assets, business and operations; provided, however, that
after the Closing Date, Purchaser shall have reasonable rights to inspect and
make extracts from any books and records of Seller relating to matters prior to
the Closing Date.
(e) Release of Liens. All liens on the Sellers' property
(other than those permitted pursuant to the Schedules hereto) shall have been
released.
(f) Other Consents. Sellers shall have obtained any other
consents necessary for the Sellers to perform its obligations under this
Agreement. To the extent that any required consent is not obtained and Purchaser
nonetheless elects to close, the Sellers shall use their best efforts to obtain
such consents subsequent to the Closing.
(g) No Material Adverse Change. No material adverse change in
the business or financial condition of Sellers shall have occurred or be
threatened since the date of this Agreement, and no investigations, suits,
actions or other proceedings shall be threatened or pending before any court or
governmental agency or authority which, in the opinion of counsel for Purchaser,
are likely to result in a material adverse change in the business, financial
condition or prospects of the Sellers or are likely to result in the restraint,
prohibition or the obtaining of damages or other relief in connection with this
Agreement or the consummation of the transactions contemplated by this
Agreement.
(h) No Litigation. There shall be no action or proceeding
pending or, to the knowledge of the Sellers threatened, before any court or
governmental agency or authority which, if adversely determined, would adversely
affect the ability of the parties to consummate the transactions contemplated by
this Agreement or the validity or
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enforceability of this Agreement, and Purchaser shall have received certificates
of the chief executive and financial officer of the Sellers to such effect.
(i) Updated Lien Searches. Sellers shall have provided
Purchaser with lien searches on the assets of the Sellers in the appropriate
jurisdictions no earlier than 15 days prior to the Closing Date, and such
searches shall reveal no material claims against the assets of the Sellers,
other than these claims identified in the Schedules hereto.
(j) Due Diligence Investigation. Purchaser shall not become
aware of any facts or information which shall have given Purchaser reason to
terminate this Agreement.
(k) Acceptance by Purchaser's Counsel. The form and substance
of all legal matters contemplated by this Agreement and of all papers delivered
pursuant to this Agreement shall be acceptable in form and substance to counsel
to Purchaser.
(l) Opinion of Counsel. Purchaser shall have received the
opinion of counsel to Seller, dated as of the Closing Date, addressed to
Purchaser and in form and substance satisfactory to Purchaser to the effect
that:
(i) Sellers are corporations duly organized, validly
existing and in good standing under the laws of the state of incorporation, and
each corporation is duly organized, validly existing and in good standing under
the laws of such state and each has the corporate power to own its property and
conduct their business as now being conducted;
(ii) Sellers are qualified to conduct business as
foreign corporations in each jurisdiction in which each may own or lease real
property and in each other jurisdiction in which the nature of the business
conducted by Sellers require qualification, except for such jurisdictions in
which the failure so to qualify will have a material adverse effect upon Sellers
and their businesses; and
(iii) Such counsel knows of no liens not set forth on
the lien search delivered at the Closing;
(iv) This Agreement and the Other Agreements have
been duly executed and delivered by Sellers and Stockholder, all corporate or
other action necessary
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for Sellers to approve this Agreement and the performance of the terms of this
Agreement have been taken, and this Agreement constitutes a legal, valid and
binding obligation of each of Sellers and Stockholder, enforceable in accordance
with its terms (except as enforceability may be limited by applicable
bankruptcy, insolvency, moratorium, or similar laws from time to time in effect
which affect creditors' rights generally, and by legal and equitable limitations
on the enforceability of specific remedies);
(v) Such counsel has no knowledge of any actions,
suits or proceedings pending or threatened against or affecting Sellers in any
court or before any arbitrator of any kind or before or by any governmental body
except as disclosed and provided for in the Schedules hereto. In rendering such
opinion, counsel may rely as to factual matters on certificates of officers,
directors or stockholders of Sellers and on certificates of governmental
officers.
(m) Releases. Purchaser shall have received copies of duly
authorized, executed releases from RIB Roatan Gmbh & Still, Redloc II, L.P.,
Redloc III, L.P. and Redloc IV, L.P. (collectively, the "Redloc Entities")
whereby Redloc Entities release any rights or claims any of the Redloc Entities
may have in connection with Sellers, Stockholder or their affiliates or the
technology or business of the Redloc Entities.
(n) Subordination to FCIC. Sellers shall have executed any and
all documents requested by FCIC in order to assure the seniority of the security
interests of FCIC and payment priority of FCIC to any other creditors of Sellers
and their affiliate companies.
(o) Stockholders Agreement. The Purchaser and Stockholder
shall have entered into a stockholders agreement (the "Shareholder's Agreement")
in form and substance satisfactory to FCIC. The Stockholders Agreement shall
include specific terms and conditions set forth in the LOI regarding, without
limitation, transferability of shares and Board of Directors membership and
appropriate non-competition and non-disclosure provisions.
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6. Conditions to Sellers' Obligations to Close. The obligations of the
Sellers under this Agreement are subject to the satisfaction of the following
conditions unless waived by the Sellers:
(a) Representations and Warranties. On the Closing Date the
representations and warranties of Purchaser shall be true and correct as of the
Closing Date with the same force and effect as if made on such date, Purchaser
shall have performed all of its obligations required to be performed by it under
this Agreement at or prior to the Closing Date, and the Sellers shall have
received certificates of the chief executive officer of Purchaser to such
effect.
(b) Authorization. All action necessary to authorize the
execution, delivery and performance of this Agreement, and the other agreements
by Purchaser shall have been taken and Purchaser shall have delivered to the
Sellers resolutions of the Board of Directors of each party certified by the
secretary of such parties.
(c) No Material Adverse Change. No material adverse change in
the business or financial condition of Purchaser shall have occurred or be
threatened since the date of this Agreement, and no investigations, suits,
actions or other proceedings shall be threatened or pending before any court or
governmental agency or authority which, in the opinion of counsel for the
Sellers, are likely to result in a material adverse change in the business,
financial condition or prospects of Purchaser or are likely to result in the
restraint, prohibition or the obtaining of damages or other relief in connection
with this Agreement or the consummation of the transactions contemplated by this
Agreement.
(d) No Litigation. There shall be no action or proceeding
pending or, to the knowledge of Purchaser, threatened, before any court or
governmental agency or authority which would adversely affect the ability of the
parties to consummate the transactions contemplated by this Agreement or the
Other Agreements or the validity or enforceability of this Agreement or the
other agreements, and Purchaser shall have received certificates of the chief
executive and financial officer of Purchaser to such effect.
(e) Payment of Purchase Price. Purchaser shall have delivered
or caused to be delivered a certificate for the Purchaser Stock to the Sellers.
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(f) Acceptance of Sellers' Counsel. The form and substance of
all legal matters contemplated by this Agreement and of all papers delivered
pursuant to this Agreement shall be acceptable in form and substance to counsel
to the Sellers.
7. Indemnification.
(a) Indemnification by the Sellers and Stockholder. Sellers
and Stockholder shall jointly and severally, indemnify and hold Purchaser
harmless from and against any and all actions, causes of action, liabilities,
claims, charges, losses, damages, expenses and costs, including attorneys' fees
(collectively "Damages"), that Purchaser may suffer, sustain, incur or become
subject to, arising out of, based upon, or by reason of any breach of the
warranties, representations, covenants and agreements of the Sellers and
Stockholder contained in this Agreement as well as any Damages which Purchaser
may sustain as a result of the failure of the Sellers and Stockholder to pay any
obligations not assumed by Purchaser or as a result of any transactions or
events arising out of or related directly or indirectly to this Agreement and
its operation either prior to, or after the Closing Date. Sellers shall defend
and pay all costs and expenses arising from all Damages resulting from causes of
action or claims of any kind asserted or threatened against Purchaser arising
from actions or omissions of the Sellers or transactions entered into by the
Sellers in connection with the conduct of Sellers' business prior to the Closing
Date or relate to obligations not assumed by Purchaser. The failure of the
Sellers and Stockholder to assume the defense of any action covered by the
indemnification provisions of this Paragraph 7(a) shall not affect in any manner
the Sellers' and Stockholder's liability or obligation with respect to such
obligation or liability.
(b) Indemnification by Purchaser. Purchaser agrees to
indemnify and hold the Sellers and Stockholder harmless from and against any and
all Damages that it may suffer, sustain, incur or become subject to, arising out
of, based upon or by reason of any breach of the representations, warranties,
covenants or agreements of Purchaser contained in this Agreement, as well as any
damages which Sellers and Stockholder, or any of them, may sustain as a result
of the failure of the Purchaser to pay any of the obligations assumed by the
Purchaser under this Agreement or as a result of any
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transactions or events arising out of or related directly or indirectly to this
Agreement after the Closing date.
(c) Procedure. Claims for indemnity pursuant to this Paragraph
7 shall be submitted in writing in the method and manner of notices pursuant to
Paragraph 8(c) of this Agreement. Such notice shall specify in reasonable detail
the basis for such claim. The indemnifying party shall have the right to assume
the defense of any litigation or claim with respect to which indemnification is
sought; provided, however, that the failure to assume such defense shall not
affect the liability of the indemnifying party with respect to the underlying
obligation or legal fees.
(d) Survival. The indemnification provisions of this Paragraph
7 and the representations and warranties of the parties shall survive the
Closing and the consummation of the transactions contemplated by this Agreement;
provided, that the obligations of indemnification shall terminate three (3)
years after the Closing Date.
(e) Right of Offset. Purchaser shall have the right to offset
any obligations of Seller and Stockholder pursuant to this Agreement, including
this Paragraph 7, against any obligations due to the Sellers and Stockholder by
Purchaser or any affiliate of Purchaser, including any obligations arising under
any consulting or employment or other agreement between Purchaser or any
affiliate of Purchaser, on the one hand, and Sellers and Stockholder, on the
other hand.
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8. Miscellaneous.
(a) Entire Agreement. This Agreement, including the Schedules
hereto which constitute integral parts of this Agreement, constitutes the entire
agreement of the parties, superseding and terminating any and all prior or
contemporaneous oral and prior written agreements, understandings or letters of
intent between or among the parties with respect to the subject matter of this
Agreement. No part of this Agreement may be modified or amended, nor may any
right be waived, except by a written instrument which expressly refers to this
Agreement, states that it is a modification or amendment of this Agreement and
is signed by authorized officers of the parties to this Agreement, or, in the
case of waiver, by the party granting the waiver. No course of conduct or
dealing or trade usage or custom and no course of performance shall be relied on
or referred to by any party to contradict, explain or supplement any provision
of this Agreement, it being acknowledged by the parties to this Agreement that
this Agreement is intended to be, and is, the complete and exclusive statement
of the agreement with respect to its subject matter. Any waiver shall be limited
to the express terms thereof and shall not be construed as a waiver of any other
provisions or the same provisions at any other time or under any other
circumstances. This Agreement does not supersede or modify in any manner the LOI
or any other agreement entered into, either written or oral, between Sellers,
Stockholder and FCIC, provided, however, that terms expressly set forth herein
which specifically conflict with the LOI shall be governed exclusively by the
terms of this Agreement.
(b) Severability. If any section, term or provision of this
Agreement shall to any extent be heats or determined to be invalid or
unenforceable, the remaining sections, terms and provisions shall nevertheless
continue in full force and effect.
(c) Notices. All notices, demands, solicitation of consent or
approval, and other communications hereunder shall be in writing and shall be
deemed to have been given when given by hand or overnight courier service or
when deposited in the United States mail, postage prepaid, by registered or
certified mail, return receipt requested, or by telecopier or similar means of
communication (collectively, "telecopier") if receipt if
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acknowledged or if transmission is confirmed by mail as provided in this
Paragraph 8(b) addressed, as the case may be:
To Purchaser: Healthbridge, Inc.
c/o Esanu Katsky ▇▇▇▇▇▇ & Siger LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇
with a copy to Esanu Katsky ▇▇▇▇▇▇ & Siger, LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
To Sellers: Roatan Medical Technologies, Inc.
WinTex Corporation
Roatan Medical Services, Inc.
United Services, Inc.
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
with a copy to: ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇.▇. ▇▇▇▇▇, III, Esq.
To Stockholder: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Any party may, by like notice, change the address, person or telecopier
number to whom notice shall be given.
(d) Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of New York applicable to
agreements executed and to be performed wholly within such State, without giving
effect to the principles of conflicts
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of law. Each party hereby (i) irrevocably consents and agrees that any legal or
equitable action or proceeding arising under or in connection with this
Agreement or any document or instrument delivered with respect to this Agreement
shall be brought exclusively in any Federal or state court in the County of New
York, State of New York, and (ii) irrevocably submits to and accepts, with
respect to its properties and assets, generally and unconditionally, the
jurisdiction of the aforesaid courts.
(e) Further Assurances. At any time and from time to time,
each party agrees, without further consideration, to take such actions and to
execute and deliver such documents as may be reasonably necessary to effectuate
the purposes of this Agreement.
(f) Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
(g) Headings. The headings in the Paragraphs of this Agreement
are inserted for convenience only and shall not constitute a part of this
Agreement.
Intentionally Left Blank
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first written above.
HEALTHBRIDGE, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇
President
ROATAN MEDICAL TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
President
WINTEX CORPORATION, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
President
ROATAN MEDICAL SERVICES CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
President
UNITED SERVICES, INC.
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
President
STOCKHOLDER:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
29
Schedules to Asset Purchase Agreement
Schedule 1(a) Certain Other Assets
Schedule 1(e) Contracts and Obligations to be Assumed
Schedule 2(a)(ii) Investments in Third Parties
Schedule 2(b) Real Property
Schedule 2(b)(ii) Permitted Liens
Schedule 2(b)(v) Required Consents
Schedule 2(c) Litigation
Schedule 2(e)(ii) Employees
Schedule 2(e)(iv) Unexpired Material Contracts
Schedule 2(g)(i) Patents, Trademarks and Copyrights
Schedule 2(g)(ii) Proprietary Rights
30
SCHEDULE 1 (a)
Certain Other Assets
1. All tax attributes and benefits of any types or nature whatsoever
belonging to, or assertable by, any of the Sellers and/or the
shareholder, including all tax loss carryforwards, carry-backs, net
operating losses, refunds, offsets, etc.
31
SCHEDULE 1 (e)
Contracts and Obligations to be Assumed
Loans / Notes Payable
---------------------
F. Sabournchi 1,198
---------
$ 1,198
Accounts Payable
RTAN Accounts Payable (over $1,000) per 7/31/98 (other than above)
Inv. Date Amount
--------- ------
Ardt Financial (consultant) June - 97 $ 4,000
▇▇▇▇▇ & Associates (profess.) 1997 - May-98 2,327
BVS (profess.) Jan - 98 1,000
▇.▇ ▇▇▇▇▇,III,Trustee 50,000
▇▇▇▇▇ & ▇▇▇▇▇▇ (profess./patent) Feb-98-May-98 35,390
▇. ▇▇▇▇▇▇▇▇▇▇ (consultant) Apr-98 5,346
▇▇▇▇ ▇▇▇▇▇▇▇▇ 8,000
Presbyterian Hospital *** Aug.-97-Apr-98 14,075
Raiffinanz 8,500
▇▇▇▇▇▇▇▇ & Medlok (profess./patent) 1996-1997 4,000
RIG Real (tvl.reimb) May-98 - June-98 4,397
Triple S (vendor / lease-purchase) Jul-98 1,501
▇. ▇▇▇▇▇▇ (consultant) Oct-97-Jan-98 8,800
First Capital Invest Corp., BVI
(Expense notes) $15,000
$20,000
$35,721
$13,960 84,681
------- ---------
$232,017
* * * Due to agreement with Presbyterian Hospital to do maintenance and upgrades
as well as cover any shortfalls in sterilizer performance.
Royalties
Roatan Medical Technologies, Inc. is contractually obligated under certain
agreements to pay non-affiliated persons (▇▇▇▇▇▇▇ Ice and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇)
royalty payments of $575 for the first 500 Redloc(R) II sterilizer units to be
sold.
32
SCHEDULE 1 (e) CONTINUED
Other
For the benefit of the company, ▇▇. ▇▇▇▇▇▇▇ has been retained as a consultant;
this may cause a relatively small FICA problem at some point in the future.
Equipment Leases
See Schedule 2(b)(v) - each described equipment lease is to be assumed by
Purchaser.
33
SCHEDULE 2 (a) (vii)
Investments in Third Parties
None, except those security interests detailed below:
Security interests, perfected by UCC-1 filings, are shown to be of record on
February 19, 1999 for the following entities, and Debtor:
Roatan Medical Services
Roatan Medical Services Corp.
Roatan Medical Technologies, Inc.
United Services Co.
United Services, Inc.
Other entities with similar names appear as Debtors but, according to the
Sellers, are unrelated.
The pertinent UCC-1's of records are as follows:
1. Debtor: ROATAN MEDICAL SERVICES, FINANCING STATEMENT,
05/22/1995, 9500101998, TXUCC
2. Debtor: ROATAN MEDICAL SERVICES CORP., FINANCING
STATEMENT, 12/11/1995, 9500237017, TXUCC
3. Debtor: ROATAN MEDICAL SERVICES CORP., FINANCING
STATEMENT, 02/15/1996, ▇▇▇▇▇▇▇▇▇▇,TXUCC
4. Debtor: ROATAN MEDICAL SERVICES CORP, A CORPORATION,
FEDERAL TAX LIEN, 07/01/1996, ▇▇▇▇▇▇▇▇▇▇, TXUCC
(terminated)
5. Debtor: ROATAN MEDICAL SERVICES CORP., FINANCING
STATEMENT, 06/15/1994, 9400118710, TXUCC
6. Debtor: ROATAN MEDICAL SERVICES CORP., FINANCING
STATEMENT, 06/15/1994, 9400118711,TXUCC
34
SCHEDULE 2 (b)
Real Property
Roatan Medical Technologies, Inc. (RTAN) currently occupies premises at ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ on a "month-to-month" basis at a monthly expense
of $1,800 (triple net). This arrangements ends 12/31/98.
RTAN contributes $600 to the expense of an office/apartment for ▇▇. ▇▇▇▇▇▇▇ in
Dallas.
35
SCHEDULE 2 (b) (ii)
Permitted Liens
See attached.
36
8TH DOCUMENT of Focus printed in FULL format.
*** THIS DATA IS FOR INFORMATION PURPOSES ONLY. CERTIFICATION CAN ONLY BE
OBTAINED FROM THE OFFICE OF THE TEXAS SECRETARY OF STATE ***
TEXAS SECRETARY OF STATE, UCC RECORD
ACTIVE DEBTORS: ROATAN MEDICAL SERVICES CORP. (Business]
▇▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
ACTIVE SECURED PARTY: SIEMENS CREDIT CORPORATION
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇. ▇.
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
TYPE: FINANCING STATEMENT
STATUS: ACTIVE AS OF: 06/15/1994
FILING-DATE: 06/15/1994
FILING-TIME: 8:00 AM Central Time
EXPIRATION: 06/15/1999
FILING-NUMBER: 9400118710
NUMBER OF PAGES ATTACHED TO FILING: 1
ENTER LEXDOC OR CALL ▇-▇▇▇-▇▇▇-▇▇▇▇ TO ORDER COPIES OF THE ORIGINAL FILINGS
37
9TH DOCUMENT of Focus printed in FULL format.
*** THIS DATA IS FOR INFORMATION PURPOSES ONLY. CERTIFICATION CAN ONLY BE
OBTAINED FROM THE OFFICE OF THE TEXAS SECRETARY OF STATE ***
TEXAS SECRETARY OF STATE, UCC RECORD
ACTIVE DEBTORS: ROATAN MEDICAL SERVICES CORP.[Business]
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
ACTIVE SECURED PARTY: SIEMENS CREDIT CORPORATION
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇.▇.
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
TYPE: FINANCING STATEMENT
STATUS: ACTIVE AS OF: 06/15/1994
FILING-DATE: 06/15/1994
FILING-TIME: 8:00 AM Central Time
EXPIRATION: 06/15/1999
FILING-NUMBER: 9400118711
NUMBER OF PAGES ATTACHED TO FILING: 1
ENTER LEXDOC OR CALL ▇-▇▇▇-▇▇▇-▇▇▇▇ TO ORDER COPIES OF THE ORIGINAL FILINGS
38
SCHEDULE 2 (b) (iv)
Required Consents
The company currently holds leases for two computers (1 laptop, 1 desktop) and a
postage machine. These leases require the consent of the lessor to transfer to a
new lessee.
39
SCHEDULE 2 (c)
Litigation
A shareholder of Roatan loaned $50,000 for the acquisition of a shell which then
became Roatan Medical Technologies, Inc. He is not satisfied with the payment
plan offered by ▇▇. ▇▇▇▇▇▇▇ and may subsequently commence legal proceedings.
40
SCHEDULE 2 (e) (ii)
Insider Agreements
None
41
SCHEDULE 2 (e) (iii)
Unexpired Material Contracts
See attached CONFIDENTIAL agreement with Presbyterian Hospital of Dallas.
42
SCHEDULE 2 (f) (i)
Contract Performance
1. That certain contract between Roatan Medical Services, Inc. and Presbyterian
Hospital of Dallas, dated October 9, 1996.
43
SCHEDULE 2 (g) (i)
Patents, Trademarks and Copyrights
CIP Patent Application Serial Number 08/651,920
Microwave Pressure Vessel and Method of Sterilization
Patent No. 5,495,941
Dual Compartment Sterilizable Waste Containment Unit
Trademark Reg. No. 2,075,948
Redloc
Trademark Reg. No. 5,728,310 (March 17, 1998)
Microwave waste sterilizer granted to ▇▇▇▇▇▇▇ ▇. Ice and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇,
pursuant to Application No. 510,287, assigned to United Systems, Inc., on or
about April 9, 1996, assigned to First Capital Investment Corp., BVI on March
30, 1998.
44
SCHEDULE 2 (g) (ii)
Proprietary Rights
None