STOCK PURCHASE
AGREEMENT
THIS STOCK PURCHASE AGREEMENT
(the “Agreement”) is
made and entered into this 14th day of January 2009, by and among
Core Corporate Consulting Group, Inc., a Delaware corporation
(“Buyer”) and WoodCliff Healthcare Investment Partners,
LLC, a Delaware limited liability company (the
“Seller”). The Buyer and the Seller are hereinafter
sometimes referred to collectively as the “Parties” or
singly as a “Party.”
WHEREAS , the Seller owns 14,400 shares of Class A
Series Preferred Stock, par value, $50.00 per share (the
“Preferred Stock”), and 1,739,130 shares of Common
Stock, par value, $0.01 per share (the “Common Stock”),
of Comprehensive Care Corporation, a Delaware corporation
(“CompCare”); and
WHEREAS , the Seller wishes to sell the Shares to the
Buyer, and the Buyer wishes to purchase the Shares from the Seller,
upon the terms and subject to the conditions set forth
herein;
NOW, THEREFORE , in consideration of the premises and the
mutual promises herein made, and in consideration of the
representations, warranties and covenants herein contained, the
Parties agree as follows:
ARTICLE I
DEFINITIONS
1.1
Definitions
. As used in this Agreement, the
following terms shall have the definitions set forth
below:
“ Agreement ” means this
Stock Purchase Agreement and all amendments hereto.
“ Business Day ” means any
day other than a Saturday, Sunday or a day on which banks are
permitted or required to be closed in New York, New
York.
“ Buyer ” has the meaning set
forth in the preface above.
“ Closing ” has the meaning
set forth in Section 2.3.
“ Closing Date ” has the
meaning set forth in Section 2.3.
“Common Stock ” has the meaning set forth in the preface
above.
“CompCare” has the meaning set forth in the preface
above.
“Deposit” measn the $100,000 deposit made by Buyer in
partial satisfaction of the Purchase Price and held by
Seller’s attorney in escrow.
“ Governmental Entity ” means
any government or subdivision thereof, whether domestic or foreign,
or any administrative, governmental or regulatory authority,
agency, department, division, commission, court, tribunal or body,
whether domestic, foreign or multinational.
“Incumbent Directors”
means Steven R. Peskin, Michel A.
Sucher, and Michael Yuhas.
“ Law ” means any federal,
state, local or foreign law, statute, code, ordinance, rule,
regulation, judgment, order, injunction, decree, arbitration award,
agency requirement, license or permit of any Governmental Entity.
“ Party ” has the meaning set
forth in the preface above.
“ Person ” means an
individual, partnership, corporation, limited liability company,
association, joint stock company, trust, joint venture,
unincorporated organization or Governmental Entity.
“Preferred Stock ” has the meaning set forth in the preface
above.
“ Purchase Price ” means
$1,500,000 which consists of the Deposit plus $1,400,000 to be
delivered at Closing.
“ SEC” means the Securities
and Exchange Commission
“ Securities Act ” means the
Securities Act of 1933, as amended.
“ Securities Exchange Act ”
means the Securities Exchange Act of 1934, as amended.
“ Seller ” has the meaning
set forth in the preface above.
“ Shares ” means the
Preferred Stock and the Common Stock.
1.2
U se of Words and Phrases .
“Herein,” “hereby,”
“hereunder,” “hereof,”
“hereinabove,” “hereinafter” and other
equivalent words refer to this Agreement as a whole and not solely
to the particular Section of this Agreement in which any such word
is used. The definitions set forth in Section 1.1 hereof include
both the singular and the plural. Whenever used in this Agreement,
any pronoun shall be deemed to include both singular and plural and
to cover all genders. All references to dollars in this Agreement
shall mean U.S. dollars.
ARTICLE II
PURCHASE AND SALE
2.1
Purchase and Sale of the
Shares . Upon the terms
and subject to the conditions of this Agreement, at the Closing,
the Seller shall sell to the Buyer, and the Buyer shall purchase
from the Seller, the Shares.
2.2
P urchase Price; Allocation of
Purchase Price . The aggregate purchase price for the Shares
shall be $1,500,000 in cash (the “Purchase
Price”). The Purchase Price shall be allocated as
follows: (i) $1,100,000 as to the Preferred Stock and (ii) $400,000
as to the Common Stock. At closing the Deposit shall be
applied towards payment of the Purchase Price.
2.3
Closing . The closing of the transactions contemplated
by this Agreement (the “Closing”) shall take place at
the offices of CompCare, commencing at 11:00 a.m. EST on January
14, 2009 or within one (1) Business Day following the satisfaction
or waiver of all conditions to the obligations of the Parties to
consummate the transactions contemplated hereby (other than
conditions with respect to actions the respective Parties will take
at the Closing itself) or such other place and date as the Parties
may mutually determine (the “Closing Date”).
2.1
Actions Prior to or at
Closing . At the
Closing,
(a) the Seller will deliver to the Buyer
(i) stock certificates evidencing the Shares duly
endorsed in blank, or an affidavit of lost stock certificates,
accompanied by
(ii) stock powers duly executed in blank;
(iii) a receipt for the Purchase Price;
(iv) a copy of the
resolution of the Seller authorizing this Agreement and the
transactions contemplated hereby; and
(v) a copy of the
resolutions of Hythiam, Inc., as the managing member and sole
equity holder of the Seller, authorizing this Agreement and the
transaction contemplated hereby.
(b) the Buyer will
deliver to the Seller
(i) the Purchase Price
minus the Deposit, by wire transfer in immediately available funds
as directed by the Seller.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
SELLER
The Seller represents and warrants to the Buyer
that the statements contained in this Article III are correct and
complete as of the Agreement Date and will be correct and complete
as of the Closing Date.
3.1
Capacity of Seller
. The Seller is a limited liability
company duly formed and validly existing under the laws of the
State of Delaware. The Seller has full limited liability company
power and authority to conduct its business as it is presently
conducted, to enter into this Agreement, to carry out the
Seller’s obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement has been duly
executed and delivered by the Seller, and assuming due execution
and delivery by the Buyer, this Agreement constitutes a legal,
valid and binding obligation of the Seller, enforceable against the
Seller in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting rights of creditors generally
or by general principles of equity.
3.2
Noncontravention
. Neither the execution and the
delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, will violate any Law to the
Seller is subject. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated
hereby, will violate any provision of the articles of incorporation
or bylaws (or similar governing documents) of the Seller. The
Seller is not a party to any agreement, arrangement or
understanding restricting or otherwise relating to the transfer or
voting of said Shares.The Seller is not required to give notice to,
file with or obtain authorization, consent or approval of any
Governmental Entity or any other third party in order for the
Seller to perform its obligations under this Agreement.
3.3
Title to Shares
. The Shares being sold hereunder
are all of the Shares owned by the Seller and the Seller has good
and valid title, free and clear of all liens and encumbrances and
claims whatsoever to said Shares, and the Seller has full lawful
right, power, capacity, and authority to sell, assign, transfer and
deliver these Shares to the Buyer pursuant to the terms of this
Agreement, to execute and deliver this Agreement, and to consummate
the transactions contemplated hereby, and upon acquisition of said
Shares by the Buyer pursuant to the terms of this Agreement, the
Buyer shall acquire good and valid title to such Shares, free and
clear of all liens, encumbrances and claims whatsoever.
3.4
Litigation
. There is no suit, action, claim,
investigation or proceeding pending, or, to the knowledge of
Seller, threatened, against the Seller, nor is there any judgment,
decree, injunction or order of any applicable Governmental Entity
or arbitrator outstanding against the Seller which prevent or
affect the consummation of the transactions contemplated by this
Agreement.
3.5
Brokers’ Fees
. The Seller has no any liability or
obligation to pay any fees or commissions to any broker, finder or
agent with respect to the transactions contemplated by this
Agreement.
ARTICLE IV
REPRESENTATIONS AND WARRANTIESOF
BUYER
The Buyer represents and warrants to the Seller
that the statements contained in this Article IV are correct and
complete as of the Agreement Date and will be correct and complete
as of the Closing Date.
4.1.
Organization, Qualification, and
Corporate Power . The
Buyer is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware.
4.2.
Authorization of
Transaction . The
execution, delivery and performance of this Agreement by the Buyer
has been duly authorized and approved by the Buyer’s board of
directors. The Buyer has full power and authority (including full
corporate power and authority) to execute and deliver this
Agreement and to perform its obligations hereunder. Assuming due
execution and delivery by the Seller, this Agreement constitutes
the valid and legally binding obligation of the Buyer, enforceable
in accordance with its terms and conditions.
4.3.
Investment
. The Shares are being acquired by
the Buyer in a private transaction for its own account and not with
a view to, or for offer or resale in connection with, any
distribution within the meaning of Section 2(11) of the Securities
Act. The Buyer hereby acknowledges that the Shares are unregistered
and must be held indefinitely unless they are subsequently
egistered under the Securities Act or an exemption from such
registration is available. The Buyer ack
