EXHIBIT
10.1
PURCHASE
AGREEMENT
Purchase
Agreement (this “ Agreement ”) made as of
September 22, 2008, between Adco Surgical Supply, Inc,. a Maine
Corporation with a principal place of business of 1292 Hammond
Street, Bangor, Maine 04401 (the “ Seller
”), and Adco South Medical Supplies, Inc., a Florida
corporation with a principal place of business of 9646 Shepard
Place, Wellington, Florida 33414-6420 (the “
Purchaser ”), and Anand Patel, an individual residing
at 9646 Shepard Place, Wellington, Florida 33414-6420
(the “ Guarantor ”).
WHEREAS,
Seller is a wholesaler and retailer of medical equipment and
supplies and additionally operates an internet web-site and desires
to sell, transfer and assign to the Purchaser its inventory as
listed on Schedule A attached hereto, accounts receivable as listed
on Schedule B attached hereto, and fixed and intangible assets as
listed on Schedule C attached hereto (the “ Transferred
Assets ”); and
WHEREAS,
the Purchaser desires to purchase the Transferred
Assets;
NOW, THEREFORE, the parties
hereto, for good and valuable consideration, intending to be bound,
do hereby agree as follows:
1.
Purchase and Sale . The Seller shall sell, assign
and transfer the Transferred Assets to the Purchaser, and the
Purchaser shall purchase the Transferred Assets from the Seller, on
the Closing Date (as hereafter defined) for consideration
consisting of One Hundred Thousand Dollars ($100,000) plus the
assumption of certain of the Seller’s liabilities as listed
on Schedule D attached hereto (the “ Purchase Price
”). Payment of the Purchase Price shall be made on
the Closing Date by the delivery by the Purchaser by wire transfer
of funds in the amount of $50,000 (of which $5,000 shall be paid by
application of the deposit), a Promissory Note issued
by the
Purchaser (the “ Note ”) substantially in the
form attached hereto in a principal amount equal to Fifty Thousand
Dollars ($50,000) and the assumption and payment of Seller’s
liabilities as listed on Schedule D. The closing of the
purchase and sale contemplated hereunder (the “
Closing ”) shall happen simultaneously with the
exchange of executed forms of this Purchase Agreement by the Seller
and Purchaser and the Purchaser’s delivery of the Purchase
Price to the Seller.
2.
Seller’s Representations and Warranties to Purchaser
. The Seller hereby represents and warrants to the
Purchaser that:
(a) The
execution, delivery and performance by the Seller of this Agreement
do not conflict with or cause a breach of any instrument, agreement
or order of any court to which the Seller is a party or by which
its property is bound; and no consent, notice or approval by any
court or governmental or regulatory authority is required to be
obtained by the Seller in connection with his execution, delivery
and performance of this Agreement.
(b) This
Agreement constitutes the legal, valid and binding obligation of
the Seller enforceable in accordance with its terms.
(c) Seller
has good and marketable title to the Transferred Assets, said title
shall be free and clear of any pledge, lien, charge, encumbrance,
assignment, option or rights of any third party with respect
thereto with the exception of a $300,000 line of credit with Key
Bank primarily secured by a mortgage on the real estate owned by
the Seller (“ Encumbrances ”). The
Seller has full power and legal right and authority to sell, assign
and transfer such title to the Purchaser, and upon the sale to the
Purchaser of the Transferred Assets, the Purchaser shall obtain
good and marketable title to the Transferred Assets free of all
Encumbrances.
(d) Seller
represents and warrants that, to the best of its knowledge, there
are no lawsuits pending against Adco Surgical Supply, Inc and that
Karen Wright is the only officer of the corporation.
4.
Purchaser’s Representations and Warranties to Seller
. The Purchaser hereby represents and warrants to the
Seller that:
(a) The
execution, delivery and performance by the Purchaser of this
Agreement, the Security Agreement and the Note do not conflict with
or cause a breach of any instrument, agreement or order of any
court to which the Purchaser is a party or by which its property is
bound; and no consent, notice or approval by any court or
governmental or regulatory authority is required to be obtained by
the Purchaser in connection with its execution, delivery and
performance of this Agreement and the Note.
(b) This
Agreement, the Security Agreement and the Note constitute the
legal, valid and binding obligations of the Purchaser enforceable
in accordance with their respective terms.
(c) That
it has no indebtedness other than the Note and the Occupancy
Agreement, to be provided hereunder, and it is current on all of
its financial obligations.
(d) It
knows of no reason that either with
