PURCHASE AGREEMENTPurchase Agreement • August 26th, 2005 • Providence Service Corp • Services-social services • Delaware
Background: Hudson and Hudson Trust own all the issued and outstanding equity interests in Alberta. Rutman and Rutman Trust own all the issued and outstanding equity interests in Ontario. Alberta and Ontario are collectively referred to herein as the “Seller” and Hudson, Hudson Trust, Rutman and Rutman Trust are collectively referred to herein as the “Shareholders.” Alberta and Ontario each own 50% of the capital stock and membership interests, as applicable (“Equity Interests”), in Maple Services and Maple Star (the “Maple Companies”). Buyer desires to purchase, and Seller desires to sell, all of its Equity Interests in the Maple Companies free and clear of any Encumbrances, upon the terms and conditions set forth in this Agreement (the “Transaction”). Maple Services serves as a manager, through certain management agreements, of Maple Star, Maple Star Colorado, a Colorado non-profit corporation (“MS Colorado”) and Maple Star Oregon, Inc., an Oregon non-profit corporation (“MS Oregon”)
