HomeMy WebLinkAboutExhibit2JUN-29-2005 21:16 FROM:LEONARD A WEISS 9544130594 TO:18504887061 P.2'2
ism PURCHASI GREEFENT
Correction to Document D
MI. el F Anard A. eiss
HIS ASSET PURCHASE/AGREEMENT, made this 31st day of March, 2005, by and
between Starmark Benefits, Inc. a Florida corporation (hereinafter known as "Buyer") and
Paragon Dental Services, Inc. a Florida 'corporation (hereinafter known as "Seiter1.
RECITALS;
A. Seller now owns and operates a discounted dental benefit company. Seller
provides for sale of discounted dental lenefts to both groups(multiple members) and
individuals via its solely contracted denfi l provider network; and
8. Buyer desires to purchase and receive from Seller all active group and
individual discounted dental benefit co tracts as well as Seller's solely contracted and
assignable dental provider network; and
NOW, THEREFORE, for and in nslderatlon of the prernism, and other good and
valuable consideration, the parties her agree as follows:
Purchase price arld Allocation,
1.0. Purchase Prig. Subject to the terms and conditions set forth herein,
Buyer shall pay Seller a Purchase Price as follows:
1.1 $ 0Q.00 earnest money deposit paid at the time of the execution
of th1 agreement
1.2 5%minimum of the net monthly income of the Buyer to be paid on
an"as eam " monthly basis, to commerce on 04/01/05,
to be rem ed on the last day of each month beginning
on 04/30/ 5 and every month thereafter Indefinitely or
until such time as the majority of the Buyer's stock or
assets are acquired by a third party. Should a sale ensue
Involving I than SO% of either the corporate stock or
50% of th corporate assets, then a minimum of 50% of
the p ds of such a sale shall become due and the
5% inimum monthly payments shall continue until
such 'me as the Buyer 's remaining stock/assets have
been acquired by a third party.
1.3 50% of the sale pric of either the majority of the Buyer;s stock or the
major of the Buyer's assets by a third party.
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2. purchase and Sntecf Assets, Subjed to the terms and conditions hereof,
Buyer hereby purchase from Seller, and Seller hereby sells to Buyer the Seller's active
discount dental benefit contracts for individuals and groups alike along with the Seller's
contracted dental provider network (hereinafter known as "Assets). The detail of such
Assets have been disclosed by the Seller a nd reviewed by the buyer as of 03/31/05 a nd are
to be considered the purchased assets as of this date as they pertain to thls agreement as
follows:.
2.1 Reables, Sellers shall sell and Buyer shall buy all current
discounted dental benefit contracts( contracts and their membership fees as they
pertain to the benefit period of 04/01/05 and forward. Any fees collected that
pertain to benefit periods prior to 04/01/05 that are collected by the buyer shall be
reoondied and credited to the Seller on a monthly basis.
2.2. Customgr Records. Seller agrees to tum over all customer service
records to Buyer upon execution of this agreement. Buyer agrees that SeNer shall
be given reasonable access to any and all such records and shall be permitted do
make copies of all such records at any time subsequent to execution of this
agreement. Buyer also agrees that Seller shall have access to any computer records
relating to groups and/or individuals that have been transferred from the Seller to
the Buyer on this date. Subsequent to execution of thls agreement, Buyer agrees to
maintain ail such records for a period consistent with the period which Buyers
maintain their records and shat not thereafter destroy any such records without
first offering to deliver them to the Seller. It is also agreed that both Buyer and
Seiler wlf abide by all HIPPA taws and regulations in the above transfers,
transactions, or any actions as they pertain to this agreement
2.3 Co eritJJ blthy and Reservve. Buyer Is not purchasing or assuming
Seller's company -related contingent or other liabilities (or reserves from or at banks
and finance companies) and Seller shall hold Buyer harmless from same.
•
2.4. IntanoideAsets, Any and all of Seller's intangible assets, including
but not limited to, corporate names, telephone numbers, goodwill and techniques,
lists, service and customer history, technical data, Internal memoranda, and
marketing concepts ere available for use by the Buyer should the Buyer deem
It, them necessary for the conduction of Its business.
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2.5 Dental Benefit Provider F)1 s- Any and ail dental provider Aces and any
other memorandum regarding the Iler's dental provider network shall be made
available to the Buyer at their request.
3.0 Default. In the event of the failure or refusal by Buyer ba perform in
accerdanoe with this Agreement, specifically to at any time and for any time,
deem it in the best Interest of the Buyer not to remit the agreed upon
moat ty percentage of monthly net Income, the following shall occur:
(i) Buyer may defer monthly payment(s) missed to future months at their
discretion.
(II) In the event of an acquisition of the majority of the Buyer's corporate
stock or the majority of its assets, any unpaid balance of monthly remittances shall
have been accrued and due at this ttrne and shag be included with the minimal 50%
of actual sale price as outlined In 1.3.
4.0. 9rganizatlon and Standing. The Seller Is a corporation duly organized, validly
existing and In good standing under the laws of the State of Ronda. The Seiler has
all requisite corporate power and authority to own and to carry on Its business as is
now being conducted.
5.0. Absence of Undisclosed Llabllfti�.
(I)There are no (and with respect to all facts existing prior to
execution of this agreement) liabilities or obligations of any nature,
whether accrued, absolute, contingent or otherwise, due of bp become
due, or arising out of transactions entered Into or any state of facts
existing, for which Buyer may become liable or which may adversely
affect the free and clear title of the' Buyer to the Assets after
execution of this agreement.
(II)Seller represents and warrants that they do not know of nor do
they have reasonable grounds to know of any basis for assertion
against Buyer, prlor•to the execution of this agreement, of any liability
of any nature -or in • any amount hot fully rietlected.
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6.0. Consents and Approvals. All peeooeessary corporate actions and ail consents
and authorizations of any person or -entity have been or prior to the Closing will be
obtained or taken to authorize and consent to this Asset Purchase Agreement and
the transactions contemplated herein. •
7.0 Ir>st1gnce. Seller Is covered by valid, outstanding enforceable "errors and
omissions occurrence policies of Insurance Issued by reputable insurers covering
their properties, Assets and Business against risks of the nature normally insured.
against by similar entities In the same or similar lines of business in coverage
amounts typically and reasonably carried by such entities (the "Insurance Policies"),
Such Insurance Policies are In full force and effect, and all premiums due thereon
have been paid through the date of this Agreement and any future premiums
wming due will be paid through the Closing. Seller has compiled with the
provisions of such Insurance Policies applicable to them, and have provided Buyer
with copies of all Insurance Polldes and all amendments and riders thereto.
8.0 Indemnification by Sellers and Shareholder; Seiler shall, and herebyagree
to, Indemnify and hold harmless Buyer at all times from or after the execution of
this agreement against and In respect to any damages, as hereinafter defined.
Damages, as used herein, shall include any daims, actions, demands, losses, costs,
expenses, liabilities (joint or several), penalties and damages, Induding attorneys'
fees (including appellate proceedings and paralegal fees) incurred in investigating or
in attempting to avoid or defend same or oppose the Imposition thereof, resulting to
Buyer from (a) any inaccurate representation made In or under this Agreement
which survives Closing; (b) breach of any of the warranties made in or under thls
Agreement which survives Closing; (c) breach Or default In the performance of any
of the covenants to be performed subsequent to dosing hereunder; (d) any debts,
liabilities or obligations of Seller whether accrued, absolute, contingent, or
otherwise, dueor to become due; and (e) any claims (relating to the Assets or
business of Seller or act or omissions of Seller. .
9.0 Miscellaneous.
9.1. Assignment. This Asset Purchase Agreement shall not be assignable
by Sellers, Shareholder; or Purchasers without the prior written consent of the other
parties.
9.2 Degnses. Each of the parries shall bear all expenses Incurred by It in
connection with this Asset Purchase Agreement and In the consummation of the
transactions contemplated hereby and In preparation thereof.
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9.3. Attgrrtirsb Fees. In th! event it becomes necessary for either party to
enforce the terms of this Agreement, the prevailing party shall be entitled, in
addition to such damages or other relief as may be granted, to recover reasonable
attorneys- fees and costs, such attorneys- fees to Include those incurred on any
appeal.
9.4. Amendreentand_Waiver. This Asset Purchase Agreement may be
amended, modified or terminated at any time and In ail respects, or any provisions
hereof may be waived by an instrument in writing executed by all the parties
hereto.
9.5. higto. Any notices or other communication required or permitted
hereunder shall be sufficiently given if hand delivered, transmitted by facsimile
machine or sent by certified mall, postage prepaid, addressed to the addresses of
the parties set forth below their respective signatures contained herein or at such
other address as shall be furnished in writing by any of the parties to the others,
and shall be deemed to have been given as of the date of receipt. Notice given to
Sellers shall be deemed given to the Shareholder.
9.6. Choice oflaw. It 1s the intention of the parties that the laws of the
State of Florida should govern the validity of this Asset Purchase Agreement, the
construction of its terms, and the Interpretation of the rights and dudes of the
parties. Venue and exclusive jurisdiction for any action hereunder shall be taken in
a cant of competent jurisdiction located 1n Miami - Dade County, Florida.
9.7. tid Alf of the terms and provisions of the Asset
Purchase Agreement shall be binding upon, Inure to the benefit of and be
enforceable by the parties and their successors, heirs and permitted assigns.
9.8. Documentation. From time to time, after the Closing, at the request of
the Buyer, the Seller will execute and deliver to the Buyer such other instruments of
conveyance and transfer and take such other action as the Buyer may reasonably
require to more effectively convey, transfer to, and vest In the Buyer, and to put tlue
Buyer In possession of, any of the properties or assets to be conveyed, transferred,
and delivered to the Buyer hereunder.
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Glen under the hands and seals of the undersigned, effective the day and year first
above written.
Byer.
Sb nerk Benefits, Inc.
a Ronda corporation
By:
Na e:
t:pi'/4,
Date:
Paragon Dental Services, Inc. •
a Florida co '' ::.rt