DATED THE 22nd August 2011
Agreement between
Medical Billing Choices Inc
TA ARC Medical Billing
And its Shareholders
000 Xxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx Xxxxx Xxxxxxxx 00000
-AND-
Casino Players, Inc.
000 X Xxxxxxxxx Xxxx
Xxxxxxxxx Xxxxx
Xxxxxxx 00000-0000
===============================
Agreement for the purchase
Of
Medical Billing Choices Inc
By
Casino Players, Inc.
===============================
Agreement:
Page 1 of 9
This Agreement dated 28th July 2011, describes a transaction as has been
discussed between the parties hereto. The agreement does not purport to deal
with all the issues required in a transaction of this nature but the parts as
agreed herein are binding upon the parties to complete the transaction
described. Each party will be responsible to seek their own legal
representation and neither party will have any responsibility for any costs
that the other party may incur as part of this process.
The parties agree and confirm that all communication and discussions regarding
this transaction will remain confidential and that under no circumstance will
any information be released publicly unless as may be required by law and
certain SEC rules to disclose certain information. Even then any information
to be released will be agreed by all parties before being made publicly
available.
BETWEEN:
1. Casino Players, Inc., 000 X Xxxxxxxxx Xxxx, Xxxxxxxxx Xxxxx, Xxxxxxx
00000-0000
And
2. Medical Billing Choices Inc (TA ARC Medical Billing) and its
shareholders, 000 Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Page 2 of 9
WHEREAS:
A. Casino Players Inc (hereinafter referred to as CPI) is a US based public
company that has recently formed two new subsidiary companies to carry out
"Medytox" business, Medytox medical Management Solutions, Corp which will
provide consulting and services in the medical sector and Medytox Institute of
Laboratory Medicine, Corporation that will acquire and operate one or more
Clinical Laboratories as subsidiaries for the purpose of carrying out
Laboratory tests that may be required by the "Medytox" business in the Urine
Toxicology sector and with the intention of building diversified Laboratory
testing in sectors other than that of the "Medytox" business. CPI will change
its name to Medytox Solutions Inc at the appropriate time in the near future.
B. Medical Billing Choices Inc and its shareholders (hereinafter referred
to as MBC) is a company based in North Carolina that provides medical billing
services for a number of medical service providers such as laboratories and
physicians.
The parties' agree as follows:
1. CPI has a need to secure to provide medical billing services for its
subsidiaries and possibly for future customers and therefore agrees to
purchase 100% ownership in MBC as described below. Current ownership in MBC is
disclosed in attachment A hereto.
2. CPI will acquire 100% ownership in MBC for the total sum of $850,000
(eight hundred and fifty thousand US dollars) paid as described below
CPI will make payment to the shareholders of MBC on a pro-rata basis as per
attachment A the following
i. 50% of the revenue generated and collected by MBC from billing for
Medytox business on a monthly basis until the $750,000 is paid in full. This
will be approximate 2% of the gross figure billed by MBC for Medytox
ii. A sum of $100,000 (one hundred thousand dollars) will be paid
immediately by CPI upon CPI securing a funding in excess of $1M
iii. The profits from existing and future business other than Medytox
business will be owned 100% by the selling shareholders until such time that
CPI has paid the $750,000 in full.
iv. In the event that the $750,000 is not paid in full 24 months after this
agreement is signed any unpaid balance will become due and payable
Page 3 of 9
v. Upon signing of this agreement MBC will issue new shares or shareholders
will assign 49% of their current shareholdings to reflect that CPI owns 49% of
MBC. MBC or the selling shareholders will retain these shares in their
possession or place the shares in an escrow agreement with their lawyer until
the $750,000 as described above is paid in full. Upon payment of the $750,000
as described herein MBC will issue new shares or shareholders will assign a
further 51% of their current shareholdings to reflect that CPI owns a total of
100% of MBC.
vi. No further shares of any classification can be validly issued by MBC for
any reason for a period of 24 months from the date of this agreement or until
MBC shareholders have been paid in full for their shares without all parties
signing an agreement of approval in the event that an issuance of shares for
any reason is desired.
vii. In addition there shall not be (i) any incurrence of debt except in the
ordinary course of business, (ii) any material change in the business or (iii)
any failure to comply with Federal or State laws or regulations for a period
of 24 months from the date of this agreement or until MBC shareholders have
been paid in full for their shares
viii. In the event that CPI fails to pay the $750,000 as described above
within 30 days of the final date on which payment is due then MBC will or the
selling shareholders will have the right to rescind this transaction.
3. MBC will provide a copy of a recent Balance sheet and P&L statement as
an attachment (B) to this agreement to confirm that there are no debts
currently owed by MBC other than in the ordinary course of business
4. Executive salary levels and employment agreements for management will be
disclosed in attachment (C). These agreements will provide for a bonus payment
equal to 2% of the net revenues being paid to management for a period
extending to 24 months after the completion of the purchase of MBC by CPI.
5. MBC will provide a complete list of equipment or assets owned, the value
of that equipment/assets and details of any financing agreement or lien
associated with that equipment
6. MBC will provide whatever technical information is required by
CPI/Medytox regarding their billing and reporting process, including whatever
details may be required to provide a complete service to "Medytox"
7. The parties will work together to install and or refine any systems or
processes that may be required in the future to enable the use of the Medytox
Advantage software
8. Legal and accounting advice will be sought by the parties as to the most
efficient means to complete this transaction and both parties agree and accept
that nothing will be done that violates any Medicare law or licensure
compliance. If changes are suggested to the agreement herein by professional
advisors to comply with these laws and license requirements and that do not
materially change the end result for both parties then there will be no
objection by either party to such changes.
Page 4 of 9
9. REPRESENTATIONS AND WARRANTIES OF PURCHASER
The Purchaser makes the following warranties and representations to the
Seller:
The Purchaser is a Florida based Nevada corporation
All actions necessary or appropriate for the Purchaser to consummate this
transaction shall have taken place on or before the Closing Date.
The representations and warranties of the Purchaser shall be true as of the
date of this Agreement and shall continue to be true through the Closing Date.
All the terms and conditions of this Agreement shall have been materially
complied with.
10. REPRESENTATIONS AND WARRANTIES OF SELLER(S)
The Seller(s) makes the following warranties and representations to the
Seller:
The Seller(s) have the full right and authority to sell the shares as referred
to in this agreement and confirm that the shares being sold will be fully paid
and without lien or encumbrance of any kind .
All actions necessary or appropriate for the Seller(s) to consummate this
transaction shall have taken place on or before the Closing Date.
The representations and warranties of the Seller(s) shall be true as of the
date of this Agreement and shall continue to be true through the Closing Date.
All the terms and conditions of this Agreement shall have been materially
complied with.
11. Both parties will accept a faxed or scanned copy of this signed
agreement as binding
12. Upon the signing of this document, both parties agree that they have
entered into a mutually exclusive agreement and hereby confirm that each party
has the right and ability to deliver any parts as may be required to complete
this agreement.
13. The parties agree that all agreements will be governed by the Laws of
Florida.
Page 5 of 9
Signature page
Signed by Xxxxxxx Xxxxxx Date
For and on behalf of Casino Players, Inc.
Signed by Xxxx Xxxxxxxxx Date
For and on behalf of Medical Billing Xxxxxxx, Xxx
Page 6 of 9
Schedule A
Shareholder details including ownership of Medical Billing Choices Inc
Page 7 of 9
Schedule B
Balance sheet and P&L statement
Page 8 of 9
Schedule C
Executives, their role and their salary
Page 9 of 9
