ASSIGNMENT AGREEMENT
(Atlanta, Georgia)
THIS ASSIGNMENT AGREEMENT made this 3rd day of July, 1996, by and between
CareMatrix of Massachusetts, Inc. (f/k/a CareMatrix Corporation), a Delaware
corporation ("Assignor"), and Chancellor of Massachusetts, Inc., a Delaware
corporation ("Assignee").
WHEREAS, Assignor has entered into those four (4) certain Offers to
Purchase three (3) of which are dated January 18, 1996, and one (1) of which is
dated January 18, 1996 (collectively, the "Offer"), relating to four (4) parcels
of land located in Atlanta, Georgia (collectively, the "Land"), copies of which
are attached hereto as Exhibit A;
WHEREAS, Assignor intends to develop the Land for an assisted/independent
living facility consisting of approximately one hundred (100) units (the
"Project");
WHEREAS, upon the completion of construction of the Project, Assignor
intends to provide operational management services for the Project; and
WHEREAS, Assignor desires to assign its rights and obligations under the
Offer to Assignee, and Assignee desires to assume such rights and obligations.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto hereby agree as follows:
1. Assignor hereby assigns, sets over and transfers unto Assignee to have
and to hold from and after the date hereof, all of the right, title and
interest of Assignor in, to and under the Offer, and Assignee hereby
accepts the within assignment and assumes and agrees with Assignor, to
perform and comply with and to be bound by all of the terms, covenants,
agreements, provisions and conditions of the Offer on the part of
Assignor thereunder to be performed on and after the date hereof, in the
same manner and with the same force and effect as if Assignee had
originally executed the Offer.
2. Assignor and Assignee agree that Assignor shall act as developer of the
Project pursuant to a turnkey development agreement in form and
substance reasonably satisfactory to each of Assignor and Assignee.
2
3. Assignor and Assignee agree that Assignor shall, upon completion of
construction of the Project, provide operational management services for
the Project pursuant to a management agreement in form and substance
reasonably satisfactory to each of Assignor and Assignee.
4. Assignor agrees to indemnify and hold harmless Assignee from and against
any and all Claims (as defined in paragraph 6 hereof) accruing or
arising under the Offer on or before the date hereof.
5. Assignee agrees to indemnify and hold harmless Assignor from and against
any and all Claims accruing or arising under the Offer after the date
hereof.
6. For the purposes of this Agreement, the term "Claims" means all costs,
claims, obligations, damages, penalties, causes of action, losses,
injuries, liabilities and expenses (including, without limitation,
reasonable legal fees and expenses).
7. This Agreement (i) shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, (ii) shall
be governed by the laws of the Commonwealth of Massachusetts, and (iii)
may not be modified orally, but only by a writing signed by both parties
hereto.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date and year first above written.
ASSIGNOR:
CAREMATRIX OF MASSACHUSETTS, INC.
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X. Xxxxx
Title:
ASSIGNEE:
CHANCELLOR OF MASSACHUSETTS, INC.
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X. Xxxxx
Title:
Exhibit A
[LETTERHEAD OF CAREMATRIX]
March 29, 1996
BY TELECOPIER &
FEDERAL EXPRESS
X.X. Xxxxxx, Xx. Trust
c/o Xxxxxx X. Xxxxxx, Trustee
0000 Xxxx Xxxxxx Xxxxx, XX
Xxxxxxx, Xxxxxxx 00000
Re: Offer to Purchase Property located on
0000 Xxxxx Xxxxxxx Xxxxx Xxxx, Xxxxxxx, Xxxxxxx
Gentlemen:
This letter constitutes an offer (the "Offer") by CareMatrix Corporation, a
Delaware corporation or its nominee (the "Buyer"), to purchase from X.X. Xxxxxx,
Xx. Trust (the "Seller") the Property (defined below) on the terms and
conditions contained in this letter.
1. The Buyer will acquire all of the Seller1s right, title and interest in the
following described property (the "Property"): the land (and the
improvements thereon) known as and located at 0000 Xxxxx Xxxxxxx Xxxxx Xxxx
in Atlanta, Georgia, containing approximately one (1) acre of land,
together with all easements, licenses, permits or approvals, entitlements,
privileges, rights of ingress and egress and all other appurtenances
relating to such land (and improvements), all as more particularly
described on Exhibit A attached hereto and made a part hereof.
2. The purchase price for the Property will be Five Hundred Five Thousand
Dollars ($505,000) (the "Purchase Price"), to be paid as follows:
A. $10,000 (the "Initial Deposit") will be paid (and held in escrow in
accordance with the terms of this letter by the Escrow Agent named below)
upon delivery of a fully executed copy of this Offer to the Buyer;
B. $25,000 (the "Additional Deposit") will be paid (and also held in escrow
by the Escrow Agent) upon delivery to the Buyer of a fully executed copy
of the Purchase Agreement (defined below); and
C. At the Closing (defined below), the Buyer will pay the balance of the
Purchase Price.
3. A. The closing (the "Closing") for the Buyer's acquisition of the Property
will be at 12:00 noon (Boston) on December 1, 1996 at the office of the
Escrow Agent in Atlanta or such other location as is mutually agreeable to
the Buyer and the Seller, or such earlier
X.X. Xxxxxx, Xx. Trust
x/x Xxxxxx X. Xxxxxx, Xxxxxxx
Xxxxx 00, 0000
Page 2
date which is mutually agreeable to the parties, but in no event less than
forty (40) days after the delivery of written notice from the Buyer that
the conditions set forth in Section 7 hereof have been satisfied as set
forth herein.
B. The Buyer shall have the option to extend the date of the Closing beyond
December 1, 1996 to as late as February 3, 1997 by giving to the Seller one
or more written extension notices at least five (5) days prior to the then
scheduled date of Closing. Each such extension notice shall be accompanied
by a payment to the Seller in the amount of $2,500 for each thirty (30) day
period (or fraction thereof) included within the extension set forth in
such notice. All such extension payments shall be non-refundable if the
Closing does not occur (except in the event of the Seller's default), but
shall be credited in full against the Purchase Price if the Closing does
occur. Time being of the essence for each and every date set forth in this
Section 3.
C. A Trustee's Deed conveying good and clear record and marketable title to
the Property (including, without limitation, free of all liens for past due
but unpaid real estate or personal property taxes or other municipal
charges), shall be delivered by the Seller to the Buyer at Closing.
4. This Offer will remain open until 5:00 p.m. (Boston) on April 5, 1996, on
or before which time the Seller shall accept this Offer and return a fully
executed copy to the Buyer, otherwise this Offer shall be null and void.
5. The Buyer and Seller will use their best efforts to prepare and execute a
more comprehensive Purchase and Sale Agreement (the "Purchase Agreement")
to carry out the terms of this Offer on or before 5:00 p.m. (Boston) on May
14, 1996 (the "Commitment Date"). The Purchase Agreement will incorporate
the terms of this Offer and will contain such other agreements,
representations, warranties or conditions as are customary in transactions
of the nature contemplated by this Offer. If and when the Purchase
Agreement is executed, the Purchase Agreement will constitute the entire
agreement between the Buyer and the Seller. If the Purchase Agreement is
not executed by the Commitment Date, then at the Buyer's election, the
Initial Deposit shall be immediately refunded to the Buyer and this Offer
shall be null and void.
6. A. Following the execution of this Offer by the Seller, the Buyer and the
Buyer's agents, representatives, lender(s), architect(s), engineer(s) and
employees shall have access to the Property at any time during normal
business hours and from time to time in order to perform such financial
analyses, topographical and engineering surveys, environmental site
assessments and other tests, surveys and studies of the Property, as the
Buyer or the Buyer's lender may deem necessary or appropriate. The Buyer
agrees that it shall use reasonable efforts to perform such tests, surveys
and studies in a manner so as not to CAN'T READ FAX with the current use
of the Property.
X.X. Xxxxxx, Xx. Trust
x/x Xxxxxx X. Xxxxxx, Xxxxxxx
Xxxxx 00, 0000
Page 3
B. Further, within ten (10) days after the Seller's acceptance of this
Offer, the Seller will furnish to the Buyer, for the Buyer's review,
complete and accurate copies of all information, records and documentation
concerning the ownership and condition of the Property in the possession of
the Seller or the Seller's representatives, as the Buyer may reasonably
request, including, without limitation (but only for informational purposes
and without warranties or representations of any kind regarding accuracy),
plans and surveys, as-built plans and specifications for the building(s) on
the Property, soil tests, service contracts, governmental permits and
approvals, legal opinions regarding zoning or environmental matters
affecting the Property, engineering reports, environmental site
assessments, and title policies or abstracts. The Buyer will hold in strict
confidence all documents, data and information obtained from the Seller,
and if the Closing does not occur, will return the same to the Seller.
C. If the Buyer, in its sole discretion, is dissatisfied with the results
of any such tests or inspections, or with the content of any of the
documents, data or information obtained from the Seller, then the Buyer may
terminate this Offer (or the Purchase Agreement, if signed) by written
notice to the Seller on or before 5:00 p.m. (Boston) on the Commitment
Date. Upon such termination, the Initial Deposit (and the Additional
Deposit, if previously paid) shall be immediately returned to the Buyer,
and neither party shall have any further obligations or liabilities under
this Offer (or the Purchase Agreement, if signed). If the Buyer has not
sent such written notice to the Seller on or before 5:00 p.m. (Boston) on
the Commitment Date, then the Buyer's right to terminate pursuant to this
Paragraph 6.C shall have been waived in all respects.
D. In the event that the buyer does not elect to so terminate this Offer
and the Seller's current tenant of the Property elects not to renew its
existing lease solely as a result of the existence or performance of this
Offer and/or the Purchase Agreement, then the Buyer agrees to pay to the
Seller on July 1, 1996 the sum of Three Thousand Five Hundred Dollars
($3,500), which sum shall be non-refundable except in the event of Seller's
default.
7. This Offer (and the Purchase Agreement, if signed) will be subject to the
following additional conditions to the Buyer's obligation to acquire the
Property:
A. Prior to the Closing, the Buyer shall review and be reasonably satisfied
with all zoning, land use and environmental laws, codes, ordinances and
regulations affecting the Property and shall have obtained all zoning,
subdivision and environmental permits and approvals and any other
applicable permit or approval as may be necessary for the Buyer's proposed
development of up to 100 units of senior housing, including, without
limitation, the expiration of any applicable appeal period(s) without an
appeal having been filed.
X.X. Xxxxxx, Xx. Trust
x/x Xxxxxx X. Xxxxxx, Xxxxxxx
Xxxxx 00, 0000
Page4
From and after the Commitment Date, the Buyer agrees to use diligent
efforts to obtain such permits and approvals in a timely manner; and
B. The simultaneous closing (with the Property) by the Buyer of the
acquisition of approximately 4.35 acres of land known as Parcels 1, 2 and
3, as shown on Exhibit B attached hereto now or formerly owned by
Xxxxxxxxx X. Stocks, Xxxxx X. Xxxxxx, Xxxx X. Xxxxxxxxx, W. Xxxxx Xxxxxx,
and Xxxxxx X. Lad Family Trust, respectively, all as more particularly
described in those certain Offers to Purchase dated January 18, 1996, as
the same be amended after the date hereof.
If any of the foregoing conditions is not satisfied prior to the period(s)
specified above, the Buyer may elect not to purchase the Property. In such
case the Initial Deposit (and the Additional Deposit, if previously paid)
shall be refunded, and neither party shall thereafter have any further
obligations or liabilities under this Offer (or the Purchase Agreement, if
signed), except the payment required or made by paragraph 6D, if
applicable.
8. In the event of a default by the Buyer under this Offer or under the
Purchase Agreement, any and all sums paid by the Buyer as the Initial
Deposit or the Additional Deposit to the date of such default shall be
retained by the Seller as liquidated damages and shall constitute the
Seller's sole and exclusive remedy with regard to any such default, either
at law or in equity.
9. From and after the date on which this Offer is signed and accepted by the
Seller, and until the obligations of the Buyer and the Seller under this
Offer have terminated, the Seller shall not offer or negotiate another sale
of all or any part of the Property to any third party. Further, the Seller
shall not enter into any new rental, management, maintenance or other
agreement affecting the Property without the prior written consent of the
Buyer and shall operate and maintain the Property in a professional manner.
10. The Escrow Agent ("Escrow Agent") will be the Atlanta office of a title
insurance company mutually acceptable to the Buyer and the Seller. In the
event of any dispute regarding either or both of the Initial or the
Additional Deposit (collectively, the "Deposits"), the Escrow Agent shall
have the right to turn the Deposits over to any party mutually agreeable to
the Buyer and the Seller (who shall hold the same subject to the terms
hereof) or, if the Buyer and the Seller are unable to agree upon such
party, pay the Deposits into a federal or state court in Atlanta and, upon
doing either, will have no further liability regarding its role as Escrow
Agent All Deposits made hereunder shall be held in an interest bearing
account and any interest which accrues on the Deposits shall be shared
equally between the Buyer and the Seller in the event the Closing occurs
and otherwise shall follow the Deposits.
X.X. Xxxxxx, Xx. Trust
x/x Xxxxxx X. Xxxxxx, Xxxxxxx
Xxxxx 00, 0000
Page 5
11. Each of the Buyer and the Seller hereby warrants and represents to the
other that such party has not dealt with any broker in connection with this
transaction, except Xxxxx Xxxxx at Northside Commercial (the Buyer's
broker) and Xxxxxx Xxxxxx at Prudential Atlanta Realty. The Commission Fee
will be 6%. Further, each of the Buyer and the Seller agrees to indemnify
and hold harmless the other from any loss, cost or expense which such
non-indemnifying party may incur as a result of any inaccuracy in the other
party's warranties and representations as set forth in the prior sentence.
All brokerage fees due in connection with this transaction will be paid by
the Seller.
12. The costs of this transaction shall be shared as follows:
A. The Seller shall pay all costs and fees associated with:
(i) all documentary transfer taxes and recording costs associated
with this transaction; and
(ii) fees and other expenses charged by the Seller's attorney.
B. The Buyer shall pay all costs and fees associated with:
(i) fees and other expenses charged by the Buyer's attorney;
(ii) a current survey for the Property meeting ALTA requirements;
(iii) a current environmental site assessment for the Property; and
(iv) the ALTA Owner's Title Insurance Policy insuring the Buyer's
title to the Property.
C. Any items of cost or expense not specifically allocated above shall be
paid by the party to the transaction who customarily bears such cost or
expense within the jurisdiction where the Property is located. Ad valorem
taxes shall be pro-rated as of the date of the Closing.
13. A. The person executing this Offer as the Seller or on behalf of the Seller
warrants and represents to the Buyer that the undersigned has full power
and authority to execute and deliver this Offer and the Purchase Agreement
and to perform the obligations of the Seller.
X.X. Xxxxxx, Xx. Trust
x/x Xxxxxx X. Xxxxxx, Xxxxxxx
Xxxxx 00, 0000
Page 6
B. The person executing this Offer as the Buyer or on behalf of the Buyer
warrants and represents to the Seller that the undersigned has full power
and authority to execute and deliver this Offer and the Purchase Agreement
and to perform the obligations of the Buyer.
BUYER:
CAREMATRIX CORPORATION
By: /s/Xxxxxxx Xxxxxx
-------------------------
Name: Xxxxxxx Xxxxxx
Title: Ex. Vice President
The above Offer is hereby accepted in all respects.
Date: April 2, 96
------------------
SELLER:
X.X. XXXXXX, XX. TRUST
By: /s/Xxxxxx X. Xxxxxx
-------------------
Xxxxxx X. Xxxxxx
Trustee as aforesaid
[COPY MISSING]
party of the first part has or may have had in and to lying and being partly in
Land Xxx 000 xx xxx 00xx Xxxxxxxx xx XxXxxx Xxxxxx, Xxxxxxx, and partly in Land
Xxx 00 xx xxx 00xx Xxxxxxxx xx Xxxxxx Xxxxxx, Xxxxxxx, being Lot 12 of Dunwoody
Hills Subdivision, according to a plat thereof recorded in Plat Book 55, page
128, of the Xxxxxx County Records, and being more particularly described as
follows:
BEGINNING at an iron pin on the northeast side of South Xxxxxxx'x Ferry Road,
672.1 feet southeasterly as measured along the northeast side of South Xxxxxxx'x
Ferry Road from its intersection with the southwest line of Xxxxxxx'x Ferry
Road, and which iron pin is at the southwest corner of Lot 13 of said
subdivision; thence northeasterly along the southeast line of said Lot 13, 250
feet to an iron pin on the northeast line of the subdivision; thence
southeasterly on a line which forms an exterior angle of 112 degrees 22 minutes
with the preceding course, 53.5 feet to an iron pin; thence southeasterly 3.7
feet to an iron pin at the northeast corner of Lot 11 on said subdivision;
thence southwesterly along the northwest line of Lot 11, 299.5 feet to the
northeast line of South Xxxxxxx'x Ferry Road; thence northwesterly along the
northeast line of South Xxxxxxx'x Ferry Road, 175 feet to the point of
beginning.
EXHIBIT "A"
[LOT DIAGRAM]
EXHIBIT B
[LETTERHEAD OF CAREPLEX]
January 18, 1996
Mr. W. Xxxxx Xxxxxx
0000 Xxxxxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
Re: Offer to Purchase Property located on
Xxx Xxxxxxx Xxxxx Xxxx, Xxxxxxx, Xxxxxxx
Dear Xx. Xxxxxx:
This letter constitutes an offer (the "Offer") by CareMatrix Corporation, a
Delaware corporation, or its nominee (the "Buyer") to purchase from W. Xxxxx
Xxxxxx (the "Seller") the Property (defined below) on the terms and conditions
contained in this letter.
1. The Buyer will acquire all of the Seller's interest in the following
described property (the "Property"); the land (and the improvements
thereon) known as Parcel 1 on Old Xxxxxxx Ferry Road in Atlanta, Georgia,
containing approximately 0.75 acres of land, together with all easements,
licenses, permits or approvals, entitlements, privileges, rights of ingress
and egress and all other appurtenances relating to such land (and
improvements), all as more particularly described on Exhibit A attached
hereto and made a part hereof.
2. The purchase price for the Property will be Three Hundred and Sixty
Thousand Dollars ($360,000)(the "Purchase Price"), to be paid as follows:
(a) $10,000 (the "Initial Deposit") will be paid (and held in escrow in
accordance with the terms of this letter by the Escrow Agent named below)
upon delivery of a fully executed copy of this Offer to the Buyer;
(b) $10,000 (the "Additional Deposit") will be paid (and also held in
escrow by the Escrow Agent) upon delivery to the Buyer of a fully executed
copy of the Purchase Agreement (defined below); and
(c) At the Closing (defined below), the Buyer will pay the balance of the
Purchase Price.
3. A. The closing (the "Closing") for the Buyer's acquisition of the Property
will be at 12:00 noon (Boston) on December 1, 1996 at the office of the
Escrow Agent or such other location as is mutually agreeable to the Buyer
and the Seller.
B. The Buyer shall have the option to extend the date of the Closing beyond
December 1, 1996 to as late as February 3, 1997 by giving to the Seller one
or more written extension notices at least five (5) days prior to the then
scheduled date of Closing. Each such extension notice shall be accompanied
by a payment to the Seller in the amount of $2,500 for each thirty (30) day
period (or fraction thereof) included within the extension set forth in
such notice. All such extension payments shall be non-refundable if the
Closing does not occur (except in the event of the Seller's default), but
shall be credited in full against the Purchase Price if the Closing does
occur. Time being of the essence for each and every date set forth in this
Section 3.
C. A General Warranty Deed with full warranties of title conveying good and
clear record and marketable title to the Property (including, without
limitation, free of all liens for past due but unpaid real estate or
personal property taxes or other municipal charges), shall be delivered by
the Seller to the Buyer at the Closing.
4. This Offer will remain open until 5:00 p.m. (Boston) on April 5, 1996, on
or before which time the Seller shall accept this Offer and return a fully
executed copy to the Buyer, otherwise this Offer shall be null and void.
5. The Buyer and the Seller will use their best efforts to prepare and execute
a more comprehensive Purchase and Sale Agreement (the "Purchase Agreement")
to carry out the terms of this Offer on or before 5:00 p.m. (Boston) on May
17, 1996 (the "Commitment Date"). The Purchase Agreement will incorporate
the terms of this Offer and will contain such other agreements,
representations, warranties or conditions as are customary in transactions
of the nature contemplated by this Offer. If and when the Purchase
Agreement is executed, the Purchase Agreement will constitute the entire
agreement between the Buyer and the Seller. If the Purchase Agreement is
not executed by the Commitment Date, then at the Buyer's election, the
Initial Deposit shall be immediately refunded to the Buyer and this Offer
shall be null and void.
6. A. Following the execution of this Offer by the Seller, the Buyer and the
Buyer's agents, representatives, lender(s), architect(s), engineer(s) and
employees shall have access to the Property at any time during normal
business hours and from time to time in order to perform such financial
analyses, topographical and engineering surveys, environmental site
assessments and other tests, surveys and studies of the Property. as the
Buyer or the Buyer's lender may deem necessary or appropriate.
B. Further, within five (5) days after the Seller's acceptance of this
Offer, the Seller will furnish to the Buyer, for the Buyer's review,
complete and accurate copies of all information, records and documentation
concerning the ownership and condition of the Property in the possession of
the Seller or the Seller's representatives. as the Buyer may reasonably
request, including, without limitation (but only for informational purposes
and
2
without warranties or representations of any kind regarding accuracy),
plans and surveys, as-built plans and specifications for the building(s) on
the Property, soil tests, service contracts, governmental permits and
approvals, legal opinions regarding zoning or environmental matters
affecting the Property, engineering reports, environmental site
assessments, and title policies or abstracts. The Buyer will hold in strict
confidence all documents, data and information obtained from the Seller,
and if the Closing does not occur, will return the same to the Seller.
C. If the Buyer, in its sole discretion, is dissatisfied with the results
of any such tests or inspections, or with the content of any of the
documents, data or information obtained from the Seller, then the Buyer may
terminate this Offer (or the Purchase Agreement, if signed) by written
notice to the Seller on or before 5:00 p.m. (Boston) on the Commitment
Date. Upon such termination, the Initial Deposit (and the Additional
Deposit, if previously paid) shall be immediately returned to the Buyer,
and neither parry shall have any further obligations or liabilities under
this Offer (or the Purchase Agreement, if signed). If the Buyer has not
sent such written notice to the Seller on or before 5:00 p.m. (Boston) on
the Commitment Date, then the Buyer's right to terminate pursuant to this
Paragraph 6. C shall have been waived in all respects.
7. This Offer (and the Purchase Agreement, if signed) will be subject to the
following additional conditions to the Buyer's obligation to acquire the
Property:
(a) Prior to the Closing, the Buyer shall review and be satisfied with all
zoning, land use and environmental laws, codes, ordinances and regulations
affecting the Property and shall have obtained all zoning, subdivision and
environmental permits and approvals and any other applicable permit or
approval as may be necessary for the Buyer's proposed development of up to
100 units of senior housing, including, without limitation, the expiration
of any applicable appeal period(s) without an appeal having been filed; and
(b) The simultaneous closing by the Buyer of the acquisition of
approximately 3.60 acres of land known as Parcels 2, 3 and 4 now or
formerly owned by Xxxxxxxxx X. Stocks, Xxxxx X. Xxxxxx, Xxxx X. Xxxxxxxxx,
Xxxxxx X. Lad Family Trust and Xxxxxx X. Xxxxxx Trust, respectively, all
as more particularly described in those certain Offers to Purchase dated
January 18, l996 and March 29, 1996.
If any of the foregoing conditions is not satisfied prior to the period(s)
specified above, the Buyer may elect not to purchase the Property. In such
case the Initial Deposit (and the Additional Deposit, if previously paid)
shall be refunded, and neither party shall thereafter have any further
obligations or liabilities under this Offer (or the Purchase Agreement, if
signed).
3
8. In the event of a default by the Buyer under this Offer or under the
Purchase Agreement, any and all sums paid by the Buyer as the Initial
Deposit or the Additional Deposit to the date of such default shall be
retained by the Seller as liquidated damages and shall constitute the
Seller's sole and exclusive remedy with regard to any such default, either
at law or in equity.
9. From and after the date on which this Offer is signed and accepted by the
Seller, and until the obligations of the Buyer and the Seller under this
Offer have terminated, the Seller shall not offer or negotiate another sale
of all or any part of the Property to any third party. Further, the Seller
shall not enter into any new rental, management, maintenance or other
agreement affecting the Property without the prior written consent of the
Buyer and shall operate and maintain the Property in a professional manner.
1O. The Escrow Agent ("Escrow Agent") will be the law firm of Gunster, Yoakley,
Xxxxxx-Xxxxx & Xxxxxxx, P.A. located in West Palm Beach, Florida. In the
event of any dispute regarding either or both of the Initial or the
Additional Deposit (collectiveLy, the "Deposits"), the Escrow Agent shall
have the right to turn the Deposits over to any parry mutually agreeable to
the Buyer and the Seller (who shall hold the same subject to the terms
hereof) or, if the Buyer and the Seller are unable to agree upon such
party, pay the Deposits into. a federal or state court and, upon doing
either, will have no further liability regarding its role as Escrow Agent.
All Deposits made hereunder shall be held in an interest bearing account
and any interest which accrues on the Deposits shall be shared equally
between the Buyer and the Seller in the event the Closing occurs and
otherwise shall follow the Deposits. The Seller acknowledges that the
Escrow Agent is counsel for the Buyer, and may continue to act as such
counsel notwithstanding any dispute or litigation arising with respect to
its duties as Escrow Agent hereunder.
11. Each of the Buyer and the Seller hereby warrants and represents to the
other that such party has not dealt with any broker in connection with this
transaction, except Xxxxx Xxxxx at Northside Commercial. The Commission Fee
will be 3%. Further, each of the Buyer and the Seller agrees to indemnify
and hold harmless the other from any loss, cost or expense which such
non-indemnifying party may incur as a result of any inaccuracy in the other
party's warranties and representations as set forth in the prior sentence.
All brokerage fees due in connection with this transaction will be paid by
the Seller.
12. The costs of this transaction shall be shared as follows:
A. The Seller shall pay all costs and fees associated with:
(i) all documentary transfer taxes and recording costs associated with this
transaction; and
4
(ii) fees and other expenses charged by the Seller's attorney.
B. The Buyer shall pay all costs and fees associated with:
(i) fees and other expenses charged by the Buyer's attorney;
(ii) a current survey for the Property meeting ALTA requirements;
(iii) a current environmental site assessment for the Property; and
(iv) the ALTA Owner's Title Insurance Policy insuring the Buyer's title to
the Property.
C. Any items of cost or expense not specifically allocated above shall be
paid by the party to the transaction who customarily bears such cost or
expense within the jurisdiction where the Property is located.
14. A. The person executing this Offer as the Seller or on behalf of the Seller
warrants and represents to the Buyer that the undersigned has full power
and authority to execute and deliver this Offer and the Purchase Agreement
and to perform the obligations of the Seller.
B. The person executing this Offer as the Buyer or on behalf of the Buyer
warrants and represents to the Seller that the undersigned has full power
and authority to execute and deliver this Offer and the Purchase Agreement
and to perform the obligations of the Buyer.
BUYER:
CAREMATRIX CORPORATION
By: /s/Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
Title: Ex. Vice President
5
The above Offer is hereby accepted in all respects.
Date: 1-31-96 SELLER:
---------
[W. Xxxxx Xxxxxx]
------------------
By: /s/W. Xxxxx Xxxxxx
------------------
Name:
Title: [ILLEGIBLE]
6
[LETTERHEAD OF CAREPLEX]
January 18, 1996
Xxxxxx X. Lad Family Trust
Co-Trustee Xxxxx Charlotte Lad
0000 Xxxxxxx Xxxxx Xxxx
Xxxxxxx, XX 00000
Re: Offer to Purchase Property located on Xxxxxxx Ferry Road, Atlanta, Georgia
Dear Xxxxx Xxxxxxxxx Lad:
This letter constitutes an offer (the "Offer") by CareMatrix Corp., a
Delaware corporation, or its nominee (the "Buyer") to purchase from Xxxxxx X.
Lad Family Trust (the "Seller") the Property (defined below) on the terms and
conditions contained in this letter.
1. The Buyer will acquire all of the Seller's interest in the following
described property (the "Property"): the land (and the improvements
thereon) known as Parcel 3 on Xxxxxxx Ferry Road in Atlanta, Georgia,
containing approximately 1 acre of land, together with all easements,
licenses, permits or approvals, entitlements, privileges, rights of ingress
and egress and all other appurtenances relating to such land (and
improvements), all as more particularly described on Exhibit A attached
hereto and made a part hereof.
2. The purchase price for the Property will be Five Hundred Thousand Dollars
($500,000) (the "Purchase Price"), to be paid as follows:
(a) $10,000 (the "Initial Deposit") will be paid (and held in escrow in
accordance with the terms of this letter by the Escrow Agent named below)
upon delivery of a fully executed copy of this Offer to the Buyer;
(b) $10,000 (the "Additional Deposit") will be paid (and also held in
escrow by the Escrow Agent) upon delivery to the Buyer of a fully executed
copy of the Purchase Agreement (defined below); and
(c) At the Closing (defined below), the Buyer will pay the balance of the
Purchase Price.
3. A. The closing (the "Closing") for the Buyer's acquisition of the Property
will be at 12:00 noon (Boston) on December 1, 1996 at the office of the
Escrow Agent or such other location as is mutually agreeable to the Buyer
and the Seller.
B. The Buyer shall have the option to extend the date of the Closing beyond
December 1, 1996 to as late as February 3, 1997 by giving to the Seller one
or more written extension notices at least five (5) days prior to the then
scheduled date of Closing. Each such extension notice shall be accompanied
by a payment to the Seller in the amount of $2,500 for each thirty (30) day
period (or fraction thereof) included within the extension set forth in
such notice. All such extension payments shall be non-refundable if the
Closing does not occur (except in the event of the Seller's default), but
shall be credited in full against the Purchase Price if the Closing does
occur. Time being of the essence for each and every date set forth in this
Section 3.
C . A General Warrant Deed with full warranties of title conveying good and
clear record and marketable title to the Property (including, without
limitation, free of all liens for past due but unpaid real estate or
personal property taxes or other municipal charges), shall be delivered by
the Seller to the Buyer at the Closing.
4. This Offer will remain open until 5:00 p.m. (Boston) on April 5, 1996, on
or before which time the Seller shall accept this Offer and return a fully
executed copy to the Buyer, otherwise this Offer shall be null and void.
5. The Buyer and the Seller will use their best efforts to prepare and execute
a more comprehensive Purchase and Sale Agreement (the "Purchase Agreement")
to carry out the terms of this Offer on or before 5:00 p.m. (Boston) on May
31, 1996 (the "Commitment Date"). The Purchase Agreement will incorporate
the terms of this Offer and will contain such other agreements,
representations, warranties or conditions as are customary in transactions
of the nature contemplated by this Offer. If and when the Purchase
Agreement is executed, the Purchase Agreement will constitute the entire
agreement between the Buyer and the Seller. If the Purchase Agreement is
not executed by the Commitment Date, then at the Buyer's election, the
Initial Deposit shall be immediately refunded to the Buyer and this Offer
shall be null and void.
6. A. Following the execution of this Offer by the Seller, the Buyer and the
Buyer's agents, representatives, lender(s), architect(s), engineer(s) and
employees shall have access to the Property at any time during normal
business hours and from time to time in order to perform such financial
analyses, topographical and engineering surveys, environmental site
assessments and other tests, surveys and studies of the Property, as the
Buyer or the Buyer's lender may deem necessary or appropriate.
B. Further, within five (5) days after the Seller's acceptance of this
Offer, the Seller will furnish to the Buyer, for the Buyer's review,
complete and accurate copies of all information, records and documentation
concerning the ownership and condition of the Property in the possession of
the Seller or the Seller's representatives, as the Buyer may reasonably
request, including, without limitation (but only for informational purposes
and
2
without warranties or representations of any kind regarding accuracy),
plans and surveys, as-built plans and specifications for the building(s) on
the Property, soil tests, service contracts, governmental permits and
approvals, legal opinions regarding zoning or environmental matters
affecting the Property, engineering reports, environmental site
assessments, and title policies or abstracts. The Buyer will hold in strict
confidence all documents, data and information obtained from the Seller,
and if the Closing does not occur, will return the same to the Seller.
C. If the Buyer, in its sole discretion, is dissatisfied with the results
of any such tests or inspections, or with the content of any of the
documents, data or information obtained from the Seller, then the Buyer may
terminate this Offer (or the Purchase Agreement, if signed) by written
notice to the Seller on or before 5:00 p.m. (Boston) on the Commitment
Date. Upon such termination, the Initial Deposit (and the Additional
Deposit, if previously paid) shall be immediately returned to the Buyer,
and neither party shall have any further obligations or liabilities under
this Offer (or the Purchase Agreement, if signed). If the Buyer has not
sent such written notice to the Seller on or before 5:00 p.m. (Boston) on
the Commitment Date, then the Buyer's right to terminate pursuant to this
Paragraph 6. C shall have been waived in all respects.
7. This Offer (and the Purchase Agreement, if signed) will be subject to the
following additional conditions to the Buyer's obligation to acquire the
Property:
(a) Prior to the Closing, the Buyer shall review and be satisfied with all
zoning, land use and environmental laws, codes, ordinances and regulations
affecting the Property and shall have obtained all zoning, subdivision and
environmental permits and approvals and any other applicable permit or
approval as may be necessary for the Buyer's proposed development of up to
100 units of senior housing, including, without limitation, the expiration
of any applicable appeal period(s) without an appeal having been filed; and
(b) The simultaneous closing by the Buyer of the acquisition of
approximately 4.35 acres of land known as Parcels 1, 2 and 4 now or
formerly owned by W. Xxxxx Xxxxxx, Xxxxxxxxx X. Stocks, Xxxxx X. Xxxxxx,
Xxxx X. Xxxxxxxxx and Xxxxxx X. Xxxxxx Trust, respectively, all as more
particularly described in those certain Offers to Purchase dated January
18, 1996 and March 29, 1996.
If any of the foregoing conditions is not satisfied prior to the period(s)
specified above, the Buyer may elect not to purchase the Property. In such
case the Initial Deposit (and the Additional Deposit, if previously paid)
shall be refunded, and neither party shall thereafter have any further
obligations or liabilities under this Offer (or the Purchase Agreement, if
signed).
3
8. In the event of a default by the Buyer under this Offer or under the
Purchase Agreement, any and all sums paid by the Buyer as the Initial
Deposit or the Additional Deposit to the date of such default shall be
retained by the Seller as liquidated damages and shall constitute the
Seller's sole and exclusive remedy with regard to any such default, either
at law or in equity.
9. From and after the date on which this Offer is signed and accepted by the
Seller, and until the obligations of the Buyer and the Seller under this
Offer have terminated, the Seller shall not offer or negotiate another sale
of all or any part of the Property to any third party. Further, the Seller
shall not enter into any new rental, management, maintenance or other
agreement affecting the Property without the prior written consent of the
Buyer and shall operate and maintain the Property in a professional manner.
10. The Escrow Agent ("Escrow Agent") will be the law firm of Gunster, Yoakley,
Xxxxxx-Xxxxx & Xxxxxxx, P.A. located in West Palm Beach, Florida. In the
event of any dispute regarding either or both of the Initial or the
Additional Deposit (collectively, the "Deposits"), the Escrow Agent shall
have the right to turn the Deposits over to any party mutually agreeable to
the Buyer and the Seller (who shall hold the same subject to the terms
hereof) or, if the Buyer and the Seller are unable to agree upon such
party, pay the Deposits into a federal or state court and, upon doing
either, will have no further liability regarding its role as Escrow Agent.
All Deposits made hereunder shall be held in an interest bearing account
and any interest which accrues on the Deposits shall be shared equally
between the Buyer and the Seller in the event the Closing occurs and
otherwise shall follow the Deposits. The Seller acknowledges that the
Escrow Agent is counsel for the Buyer, and may continue to act as such
counsel notwithstanding any dispute or litigation arising with respect to
its duties as Escrow Agent hereunder.
11. Each of the Buyer and the Seller hereby warrants and represents to the
other that such party has not dealt with any broker in connection with this
transaction, except Xxxxx Xxxxx at Northside Commercial. The Commission Fee
will be 6%. Further, each of the Buyer and the Seller agrees to indemnify
and hold harmless the other from any loss, cost or expense which such
non-indemnifying party may incur as a result of any inaccuracy in the other
party's warranties and representations as set forth in the prior sentence.
All brokerage fees due in connection with this transaction will be paid by
the Seller.
12. The costs of this transaction shall be shared as follows:
A. The Seller shall pay all costs and fees associated with:
(i) all documentary transfer taxes and recording costs associated with this
transaction; and
4
(ii) fees and other expenses charged by the Seller's attorney.
B. The Buyer shall pay all costs and fees associated with:
(i) fees and other expenses charged by the Buyer's attorney;
(ii) a current survey for the Property meeting ALTA requirements;
(iii) a current environmental site assessment for the Property; and
(iv) the ALTA Owner's Title Insurance Policy insuring the Buyer's title to
the Property.
C. Any items of cost or expense not specifically allocated above shall be
paid by the party to the transaction who customarily bears such cost or
expense within the jurisdiction where the Property is located.
14. A. The person executing this Offer as the Seller or on behalf of the Seller
warrants and represents to the Buyer that the undersigned has full power
and authority to execute and deliver this Offer and the Purchase Agreement
and to perform the obligations of the Seller.
B. The person executing this Offer as the Buyer or on behalf of the Buyer
warrants and represents to the Seller that the undersigned has full power
and authority to execute and deliver this Offer and the Purchase Agreement
and to perform the obligations of the Buyer.
BUYER:
CareMatrix Corporation
By: /s/Xxxxxxx Xxxxxx
----------------------------
Name: Xxxxxxx Xxxxxx
Title: Ex. Vice President
5
The above Offer is hereby accepted in all respects
Date: 1/30/96 SELLER:
-----------------
XXXXXX X. LAD FAMILY TRUST
By: /s/Xxxxxx X. Lad
-------------------
/s/Xxxxx X. Lad
Name:
Title:
6
[LETTERHEAD OF CAREPLEX]
January 18, 1996
Xx. Xxxxxxxxx X. Stocks
Xx. Xxxxx X. Xxxxxx
Xx. Xxxx X. Xxxxxxxxx
000 Xxxxx Xxxx Xxxxx, XX
Xxxxxx, XX 00000
Re: Offer to Purchase Property located on Xxx Xxxxxxx Xxxxx Xxxx, Xxxxxxx,
Xxxxxxx
Dear Ms. Stocks, Xx. Xxxxxx and Xx. Xxxxxxxxx:
This letter constitutes an offer (the "Offer") by CareMatrix Corporation,
a Delaware corporation, or its nominee (the "Buyer") to purchase from
Xxxxxxxxx X. Stocks, Xxxxx X. Xxxxxx and Xxxx X. Xxxxxxxxx (collectively, the
"Seller") the Property (defined below) on the terms and conditions contained in
this letter.
1. The Buyer will acquire all of the Seller's interest in the following
described property (the "Property"): the land (and the improvements
thereon) known as Parcel 2 on Old Xxxxxxx Ferry Road in Atlanta, Georgia,
containing approximately 2.6 acres of land, together with all easements,
licenses, permits or approvals, entitlements, privileges, rights of ingress
and egress and a11 other appurtenances relating to such land (and
improvements), an as more particularly described on Exhibit A attached
hereto and made a part hereof.
2. The purchase price for the Property will be Seven Hundred Thirty-Five
Thousand Dollars ($735,000) (the "Purchase Price"), to be paid as follows:
(a) $20,000 (the "Initial Deposit") will be paid (and held in escrow in
accordance with the terms of this letter by the Escrow Agent named below)
upon delivery of a fully executed copy of this Offer to the Buyer;
(b) $20,000 (the "Additional Deposit") will be paid (and also held in
escrow by the Escrow Agent) upon delivery to the Buyer of a fully executed
copy of the Purchase Agreement (defined below); and
(c) At the Closing (defined below), the Buyer will pay the balance of the
Purchase Price.
3. A. The closing (the "Closing") for the Buyer's acquisition of the Property
will be at 12:00 noon (Boston) on December 1, 1996 at the office of the
Escrow Agent or such other location as is mutually agreeable to the Buyer
and the Seller.
B. The Buyer shall have the option to extend the date of the Closing beyond
December 1, 1996 to as late as February 3, 1997 by giving to the Seller one
or more written extension notices at least five (5) days prior to the then
scheduled date of Closing. Each such extension notice shall be accompanied
by a payment to the Seller in the amount of $2,500 for each thirty (30) day
period (or fraction thereof) included within the extension set forth in
such notice. All such extension payments shall be non-refundable if the
Closing does not occur (except in the event of the Seller's default), but
shall be credited in full against the Purchase Price if the Closing does
occur. Time being of the essence for each and every date set forth in this
Section 3.
C. A General Warranty Deed with full warranties of title conveying good and
clear record and marketable title to the Property (including, without
limitation, free of all liens for past due but unpaid real estate or
personal property taxes or other municipal charges), shall be delivered by
the Seller to the Buyer at the Closing.
4. This Offer will remain open until 5:00 p.m. (Boston) on April 5, 1996, on
or before which time the Seller shall accept this Offer and return a
fully executed copy to the Buyer, otherwise this Offer shall be null and
void.
5. The Buyer and the Seller will use their best efforts to prepare and execute
a more comprehensive Purchase and Sale Agreement (the "Purchase Agreement")
to carry out the terms of this Offer on or before 5.00 p.m. (Boston) on May
14, 1996 (the "Commitment Date"). The Purchase Agreement will incorporate
the terms of this Offer and will contain such other agreements,
representations, warranties or conditions as are customary in transactions
of the nature contemplated by this Offer. If and when the Purchase
Agreement is executed, the Purchase Agreement will constitute the entire
agreement between the Buyer and the Seller. If the Purchase Agreement is
not executed by the Commitment Date, then at the Buyer's election, the
Initial Deposit shall be immediately refunded to the Buyer and this Offer
shall be null and void.
6. A. Following the execution of this Offer by the Seller, the Buyer and the
Buyer's agents, representatives, lender(s), architect(s), engieeer(s) and
employees shall have access to the Property at any time during normal
business hours and from time to time in order to perform such financial
analyses, topographical and engineering surveys, environmental site
assessments and other tests, surveys and studies of the Property, as the
Buyer or the Buyer's lender may deem necessary or appropriate .
B. Further, within five (5) days after the Seller's acceptance of this
Offer, the Seller will furnish to the Buyer, for the Buyer's review,
complete and accurate copies of all information, records and documentation
concerning the ownership and condition of the Property in the possession of
the Seller or the Seller's representatives, as the Buyer may reasonably
request, including, without limitation (but only for informational purposes
and
2
without warranties or representations of any kind regarding accuracy),
plans and surveys, as-built plans and specifications for the building(s) on
the Property, soil tests, service contracts, governmental permits and
approvals, legal opinions regarding zoning or environmental matters
affecting the Property, engineering reports, environmental site
assessments, and title policies or abstracts. The Buyer will hold in strict
confidence all documents, data and information obtained from the Seller,
and if the Closing does not occur, will return the same to the Seller.
C. If the Buyer, in its sole discretion, is dissatisfied with the results
of any such tests or inspections, or with the content of any of the
documents, data or information obtained from the Seller, then the Buyer may
terminate this Offer (or the Purchase Agreement, if signed) by written
notice to the Seller on or before 5:00 p.m. (Boston) on the Commitment
Date. Upon such termination, the Initial Deposit (and the Additional
Deposit, if previously paid) shall be immediately returned to the Buyer,
and neither party shall have any further obligations or liabilities under
this Offer (or the Purchase Agreement, if signed). If the Buyer has not
sent such written notice to the Seller on or before 5:00 p.m. (Boston) on
the Commitment Date, then the Buyer's right to terminate pursuant to this
Paragraph 6.C shall have been waived in all respects.
7. This Offer (and the Purchase Agreement, if signed) will be subject to the
following additional conditions to the Buyer's obligation to acquire the
Property:
(a) Prior to the Closing, the Buyer shall review and be satisfied with all
zoning, land use and environmental laws, codes, ordinances and regulations
affecting the Property and shall have obtained all zoning, subdivision and
environmental permits and approvals and any other applicable permit or
approval as may be necessary for the Buyer's proposed development of up to
100 units of senior housing, including, without limitation, the expiration
of any applicable appeal period(s) without an appeal having been filed; and
(b) The simultaneous closing by the Buyer of the acquisition of
approximately 2.75 acres of land known as Parcels 1, 3 and 4 now or
formerly owned by W. Xxxxx Xxxxxx, Xxxxxx X. Lad Family Trust and Xxxxxx
X. Xxxxxx Trust, respectively, all as more particularly described in those
certain Offers to Purchase dated January 18, l996 and March 24, 1996.
If any of the foregoing condition is not satisfied prior to the period(s)
specified above, the Buyer may elect riot to purchase the Property. In such
case the Initial Deposit (and the Additional Deposit, if previously paid)
shall be refunded, and neither party shall thereafter have any further
obligations or liabilities under this Offer (or the Purchase Agreement, if
signed).
3
8. In the event of a default by the Buyer under this Offer or under the
Purchase Agreement, any and all sums paid by the Buyer as the Initial
Deposit or the Additional Deposit to the date of such default shall be
retained by the Seller as liquidated damages and shall constitute the
Seller's sole and exclusive remedy with regard to any such default, either
at law or in equity.
9. From and after the date on which this Offer is signed and accepted by the
Seller, and until the obligations of the Buyer and the Seller under this
Offer have terminated, the Seller shall not offer or negotiate another sale
of all or any part of the Property to any third party. Further, the Seller
shall not enter into any new rental, management, maintenance or other
agreement affecting the Property without the prior written consent of the
Buyer and shall operate and maintain the Property in a professional manner.
10. The Escrow Agent ("Escrow Agent") will be the law firm of Gunster, Yoakley,
Xxxxxx-Xxxxx & Xxxxxxx, P.A. located in West Palm Beach, Florida. In the
event of any dispute regarding either or both of the Initial or the
Additional Deposit (collectively, the "Deposits"), the Escrow Agent shall
have the right to turn the Deposits over to any party mutually agreeable to
the Buyer and the Seller (who shall hold the same subject to the terms
hereof) or1 if the Buyer and the Seller are unable to agree upon such
party, pay the Deposits into a federal or state court and, upon doing
either, will have no further liability regarding its role as Escrow Agent.
All Deposits made hereunder shall be held in an interest bearing account
and any interest which accrues on the Deposits shall be shared equally
between the Buyer and the Seller in the event the Closing occurs and
otherwise shall follow the Deposits. The Seller acknowledges that the
Escrow Agent is counsel for the Buyer, and may continue to act as such
counsel notwithstanding any dispute or litigation arising with respect to
its duties as Escrow Agent hereunder.
11. Each of the Buyer and the Seller hereby warrants and represents to the
other that such party has not dealt with any broker in connection with this
transaction, except Xxxxx Xxxxx at Northside Commercial and Xxx Xxxx at
Xxxxxx and Associates. The Commission Fee will be 6%. Further, each of the
Buyer and the Seller agrees to indemnify and hold harmless the other from
any loss, cost or expense which such non-indemnifying party may incur as a
result of any inaccuracy in the other party's warranties and
representations as set forth in the prior sentence. All brokerage fees due
in connection with this transaction will be paid by the Seller.
12. The costs of this transaction shall be shared as follows:
A. The Seller shall pay all costs and fees associated with:
(i) all documentary transfer taxes and recording costs associated with this
transaction; and
4
(ii) fees and other expenses charged by the Seller's attorney.
B. The Buyer shall pay all costs and fees associated with:
(i) fees and other expenses charged by the Buyer's attorney;
(ii) a current survey for the Property meeting ALTA requirements;
(iii) a current environmental site assessment for the Property; and
(iv) the ALTA Owner's Title Insurance Policy insuring die Buyer's tide to
the Property.
C. Any items of cost or expense not specifically allocated above shall be
paid by the party to the transaction who customarily bears such cost or
expense within the jurisdiction where the Property is located.
14. A. The person executing this Offer as the Seller or on behalf of the Seller
warrants and represents to the Buyer that the undersigned has full power
and authority to execute and deliver this Offer and the Purchase Agreement
and to perform the obligations of the Seller.
B. The person executing this Offer as the Buyer or on behalf of the Buyer
warrants and represents to the Seller that the undersigned has full power
and authority to execute and deliver this Offer and the Purchase
Agreement and to perform the obligations of the Buyer.
BUYER:
CAREMATRIX CORPORATION
By: /s/Xxxxxxx Xxxxxx
-------------------------
Name: Xxxxxxx Xxxxxx
Title: Ex. Vice President
5
The above Offer is hereby accepted in all respects.
Date: 2/14/96 SELLER:
By: /s/Xxxxxxxxx X. Stocks
-----------------------------
Xx. Xxxxxxxxx X. Stocks
By: /s/Xxxxx X. Xxxxxx
-----------------------------
Xx. Xxxxx X. Xxxxxx
By: /s/Xxxx X. Xxxxxxxxx
-----------------------------
Xx. Xxxx X. Xxxxxxxxx
6
