AGREEMENT TO TERMINATE STOCK
AND REAL ESTATE PURCHASE AGREEMENT
Effective as of February 6th, 2008 (the
“Effective Date”), Sam Schmidt, a resident of Nevada
(“Schmidt”); and Standard Management Corporation, an
Indiana corporation (“SMAN”), U.S. Health Services
Corporation, a Delaware corporation, (“USHSC”), and
Standard Development, LLC, an Indiana limited liability company
(“SDLLC” and together with SMAN and USHSC, the
“SMAN Parties”), enter into and agree as provided in
this Agreement to Terminate Stock and Real Estate Purchase
Agreement (the “Termination Agreement”).
RECITALS :
A.
Schmidt and the SMAN Parties are parties to a Stock
and Real Estate Purchase Agreement dated as November 16, 2008, as
amended by Amendment No. 1 dated as of January 10, 2008 (as
amended, the “Purchase Agreement”).
B.
The parties now desire to terminate the Purchase
Agreement as provided in this Termination Agreement.
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Schmidt and the SMAN Parties agree as follows:
1.
Termination . The Purchase
Agreement and each of its terms and provisions will in all respects
terminate, be canceled and have no further force or effect from and
after the Effective Date.
2.
No Further Obligations . From
and after the Effective Date, no party to the Purchase Agreement
will have any further obligation under, as a result of or in
connection with the Purchase Agreement, and each party
