PURCHASE ANDSALE AGREEMENT 0, Jug ‘This Purchase end Sele Agreement is made on this _/ day of Newemnber, 2014 (“the Effcaive Date”) by and among Russell Nel Reitz, heicinafer (“Seller Tolan, LLC. berenater ("Buyer and R & O Pharmacy, LLC, hereinefter ("Company") RECITALS A. Company owns and operates R & O Pharmacy, located at 651 Via Alondre, Units 708 & 708, Camarillo, CA 93012 (*the Business") B. Seller owns, of record and beneficially, all of the issued and outstanding ‘membership interest in Company ("the Ownership”). C. Buyer desires to purchase from Seller and Seller desires 10 sell to Buyer the Ownership, on the terms and subject to the conditions set forth in this Agreement; Company desires that this transaction be consummated. D, _ Seller shall retain possession of all of Company's cash on hand, cash in banks, and ‘accounts receivable, all of which shall be excluded from the contemplated purchase and sale. Now, therefore, in consideration of the mutual covenants, agreements, representations, aid warranties contained herein, the parties bereto agree es follows. 1. Sale-end Transfer of Ownership Subject to the terms and conditions of this Agreement, Seller will sell, convey, transfer, and deliver to Buyer, and Buyer will purchase from Seller, the Ownership, as follows: ‘Ten percent (10%) on the Effective Date (“the Initial Parchase”). Ninety percent (90%) on the Closing Date (“the Final Purchase”). 2. Purchase Price In consideration for the sale and transfer of the Ownership, Buyer shall pay to Seller, the aggregate sum of (a) Three Hundred Fifty Thousand Dollars ($350,000.00), plus (b) an amount to the Value of the Inventory, as defined below in Paragraph 5, collectively, (“the Purchase Price") 3. Bavment of the Purchase Price 31 On the Effective Date, Buyer shall pay directly to Seller sum of Thirty Five ‘Thousand Dollars ($35,000.00) in payment for the Initial Purchase. 32 On the Closing Date, Buyer shall pay to Seller the balance of the Purchase Price, Jess $30,000. sms 14 tions Proc the Closing ‘The obligation of the parties to complete the transactions contemplated herein shall be contingent upon satisfaction or written waiver of the following: 4.1. Buyer shall have complete its review of Company's books, records, and ‘operation, as such due diligence is detailed on Exhibit“A”, a copy of which is attached bereto, and incorporated herein by this reference. 42 Buyer shall have received an assignment of Seller's premises lease, or a new premises lease upon terrms and conditions acceptable to Buyer. 43° Buyer shall have obtained written assurance from the California State Board of Pharmacy that itis prepared immediately to issue a temporary pharmacy permit. 44 Buyer shall have entered into written employment agreements with Seller, ‘employing him as Pharmacist-in-Charge, commencing as of the Efective Date 5. Inventory, Avthe close of business on the day immediately preceding the Effective Date, o on the Effective Date, if possible, a physical inventory of al of the Pharmacy's stock in trade shall be {taken to be valued at Company's actual acquisition cost ("the Value of the Inventory"), No item will be included which is unsalable or bears an expiration date which is less than 120 days afer the Effective Date. The cost of taking the inventory shall be borne equally between Buyer and Sellers 6. Representations and Warranties of Seller As of the Effective Date, Seller represents and warrents to Buyer the following, the muth and accuracy of each of which shall consitute @ condition precedeat to the obligations of Buyer ‘anc which shall survive the Closing Date: 6.1 Organization. Company isa limited liability company, duly formed, validly existing, and in good standing under the laws of the State of California, 62 Authority. Seller has full power and authority to enter into and consummate the ‘uansaction contempiated by this Agreemeat and. wien executed, this Agreement will be a legs, valid and binding obligation of Seller, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptey lav, laws affecting creditors’ rights generally and ‘equitable principles. Own ‘The Ownership is owned, beneficially and of record, by Sell are free and clear of all liens, encumbrances, security agreements, equities, options, claims, charges and resirietions, other than restrictions that may be set forth in any permits issued by the California Commissioner of Corporations or otherwise imposed by the California Corporations Code, isms 264 Tax Returns and Audity. To the best of Seller's knowledge, within the time and in the manner prescribed by law, Corapany has filed all federal, state, and local tax retums ‘equised by law and has paid all taxes, assessments end penalties due and payable attributable Company's business. There are no present disputes as to taxes of any nature: payable by ‘Company. 65 Compliance With Laws. To the best of Seller's knowledge, Company and Seller have (a) complied with all laws, ordinances, regulations and otders applicable to the conduct of Company and its business, and have not received any notice asserting or alleging any noncompliance, and () filed with the proper authorities each statement, report, information and orm required by each such authority 6.5 Legal Actions. To the best of Seller's knowledge, there are no actions, suits or proceedings pending or threatened ageinst Seller or Company which, individually or in the fgstegate, could have a materi adverse effect on any of Company’s assets, the transactions contemplated berein or the operation of the Business after the Effective Date, whether at law or in equity. Company is not in default with respect to any order, writ, injunction or decree of any federal, state or local court, department, agency or instrumentality, or of any arbitrator, which is directed against it, and is notin violation of any applicable federal, state or local stutue, law or ‘regulation which would have a material adverse effect on the transactions contemplated herein after the Effective Dete, 67 Company Debts. Prior to the Effective Date, Company shall have paid all ‘employee snlaries, fringe benefits, accrued vacation pay, and payroll axes accruing through the Effective Dete, as well as all debts to vendors and suppliers, 68 fements or Omissions, No representation or warranty of Seller contained in this Agreement, or ia the Exhibits hereto, or in any document, including financial ‘statements furnished or to be furnished pursuant to this Agreement, contains, or on the Closing Date will contain, an untrue statement of a material fact, or omits or vrll omit to slate on the Closing Date a material fact, necessary to make the statements of fact herein or therein contained not misteeding 69 Adverse Facts and Circumstances. Seller knows of no facts or cireamstances, ‘other than those generally applicable to companies or other entities | ‘engaged in businesses similar to the Business, which might materially and adversely affect the Company or the Business, 7 resentati Warranties of Buyer As of the Effective Date, Buyer represents and warrants to Selle the following, the truth ‘and accuracy of each of which shall constitute a condition precedent to the ok ‘and which shall survive the Closing Date: 7.1 Authority, Buyer has full power and authority to execute and deliver this ‘Agreement and consummate the tragsactions contemplated hereby and, when executed, this Agreement will bea legal, valid and binding obligation of Buyer, enforceable in accordance with its terns, except as such enforcement may be limited by bankruptey laws sess 372 Approvals, Buyer is aware that Company shall require new permit from the Board of Pharmacy, and a new DEA registration. 7.3 Material Misstatements or Omisslons. No representation or warranty of Buyer contained in this Agreement will contain and untrue statement of a material fact, or omits or will ‘Omit to state on the Closing Date a material fect, necessary to make the statements of fact herein ‘or therein contained not misleading. 8B 8 of Seller covenants and agrees to the following, the fulfillment of each of which shall also Constitute a condition precedeat to the obligations of Buyer hereunder: 8.1 Conduet of Business Before the Closing. 8.1.1. Diligent Conduct. Between the date hereof and the Effective Date, Seller will conduct the Business: diligently in the ordinary course, will not change in any material respect its methods of business operations or its accounting practices, and will preserve intaet its business organization, use its best efforts to retain ia its employ all of its Key employees, and to preserve its relationships with its customers and others having business relations with Business, 8.1.2. Provertics and Assets. Between the date hereof and the Effective Date, Seiler (i) will not, without the prior written consent of Buyer, sell or otherwise dispose of (except Jens for taxes not due), any of Company's assets, and (ii) will keep all of the equipment and ‘other tangible personal property in good working order ond repair, reasonable wear and tear excepted, tnd continve to perform all normal repairs and maintenance in the ordinary course of business 82 Certain Deliveries at the Closing, At the Closing, Seller shall deliver to Buyer all prescription files aud records of Company relating to the Business, and all business records, Buyer agrees to preserve such records and provide Sellers with reasonable access thereto and eenit Seller to make copies thereof during normal business hours for a period of three (3) years following the Closing Date, 9. Deliveries 9.1 On the Effective Date, 9.1.1 Buyer to pay to Seller the sum of $35,000.00, and the executed Employment Agreement; 9.1.2 Seller shall transfer to Buyer ten percea (102%) ofthe Ownership. 9.13 Buyer and Seller shall enter into a Management Agreement, a copy of which is atached hereto, marked Exbibit “B", and incorporated herein by this reference.9.2 Qn the Closing Date. 92.1 Buyer shall pay to Seller the belance of the Purchase Price, less $30,000.00 92.2 Seller shall transfer to Buyer Seller's remaining 90% of the Ownership. 9.2.3 Sellerto deliver to Buyer Seller's written resignations a managing member cof Company. 924 Seller to deliver to Buyer the DEA Power of Attomey. 9.2.5 If Buyer so desires, Seller shall provide written authorization transferring ‘Company's NABP/NCPDP and NPI numbers iato Buyers name. 9.3 Qn the Date Company is issued its New Pharmacy Permit, Buyer shall pay to Seller the remaining $30,000.00 of the Purchase Price. 10. Indemnification 10.1 Selier shall, indemnify, defend and hold harraless Buyer its agents, successors, and assigns from and agsinst any and all claims, demands, losses, liabilities, costs, expenses, bligations and damages, including, without limitation, debs, interest, penalties and reasonable sttomeye fee, suffered or incurred by Company and Buyer which arise, result ftom or relate to any liabilities or obligations of Seller oF Company arising out of the conduct and operation of ‘Company/s business, prior to the Effective Date. 102 _ Buyer and Company shall indemnify, defend and hold harmless Seller, his agents, ‘successors, and assigns from and agaiast any and all claims, demands, losses, liabilities, costs, expenses, obligations and damages, including, without limitation, debis to third party payers arising out of the use by Buycr of Company's provider numbers, interest, peaallies and reasonable altorneys’ fees, suffered or incurred by Sellers which arse, result from or relate to any liability or obligation of Buyer or Company arising out of the conduct and operation of Company's business, following the Effective Date 103 | In the event any claim for indemnification hercunder arises on account ofa claim raction made or instituted by a third person against the party tobe indemnified, the party 10 be indemnified shall notify the indemaifying party prompAy afer the receipt of notice by the party 40 be indemnified that such claim was made or that such action was comanenced. © N- Compauy’s Accounts Receivable ao All accounts receivable of Company, including third-party receivables, which accrue brio to the Effective Date shall remain the property of Sellers. Fora period ef 120 days from (2 and after the Effective Date, Buyer agrees to accept payment of accounts receivable for an on (o behalf of Sellers, and shall make an accounting of and transmit such collected receivables to ~ Seller monthly, whether received during the Fast 120 deys period, or thereafter. On the 121% deyater the Effective Date, Buyer shal return accounts’ receivable records to Sellers. Payments ‘Reeived, unless otherwise specified by payor, shall be allocated on a frst in first out basi. Notwithstanding any ofthe above, Buyer shal have no duty atively to attempt to collect such receivables, but will cooperate with Seller ia such collection, 12, Assignments Seller will, upon Buyer’s request, and to the extent possible, assign the Pharmacy's NCPDP/NABP and NPI numbers, and all third party payer contracts to Buyer. 13. Power of Attorney 13.1 Selle shall grant to Buyer a DEA Power of Attomey, in the form atached hereto ‘marked Exhibit "C, and incorporated herein by this reference ("DEA Power of Attorney"). 13.2 _ Seller and Buyer shall cxecute a Successor Liability and Joint and Several Liability Agreement ("Form DHCS 6217"), in the form attached hereto marked Exhibit "B", and ‘incorporated herein by this reference, to enable Company to continue to submit Medi-Cal claims under its present provider number. Buyer shall submit Form DHCS 6217 to the Department of Health Care Services within not more then five (5) days following the Closing Date. 14. General Provisions 14.1 | Further Assurances. After the Closing Dat, Sellers, Buyer, and Company shail {execute and deliver all such further instruments and documents and shall perform sl other acts wich the other may reasonably request in order to further effect or perfect the sele and transfer ‘of the Stock to Buyer as contemplated in this Agreement. 14.2 Time. Time is of the essence to the performance of the perties under this Agreement. 14.3 Sales Tax.. Buyer shall pay all sales and use taxes arising out of transfer of the Assets, ifany. 144 Expenses, Each of the parties shall pay all costs and expenses incurred or to be inoured by bien ot her in negotiating and preparing this Agreement ant in eosing and carrying Out the transactions contemplated by this Agreement. 14.5 Notices. Alt notices, statements or demands shall be in writing and shall be served in person, by facsimile, by express mall, by certified mail or by private overnight delivery. Service shall be deemed conclusively made («) at the time of service, if personally 1 served, (b) atthe time of receip, if served by facsimile, () twenty four (24) hours after deposit in the United States mail, properly addressed and postage prepaid, if served by express mall (4) five (9) days after deposit in the United States mail, properly addressed and postage prepaid, © ‘cb the party giving the notice, statement or cemend to the private overnight deliverer if served «Any notice to Seller shall be given to: ‘Any notice to Buyer shall be given to: _Isolani, LLC 400 Horsham Road, Suite 109 Horsham, PA 19044 Aun: Brie Rice Either party may, by virtue of written notice in compliance with this paragraph, alter or change the address or the identity of the person to whom any notice, or copy theteof, is to be sent, 14.6 Waivers. A waiver by any party of any of the terms and conditions of this ‘Agreement in any one instance shall not be deemed or construed to be a waiver of such term or condition forthe future, or of any subsequent breach thereof, nor shall it be deemed a waiver of performanee of any other obligation hereunder. 14.7 Disputes. In the event a dispute shall arise between the parties, whether based on contract, ton, statute or other legal theory, arising out of or related to this Agreement, resulting in 'ikgaton, in addition to such other relief as may be awarded by the courts, the prevailing party or Parties shall be entitled to recover reasonable attorneys’ fees, expenses and costs, 148 Binding Effeet, This Agreement shall be bi ‘the successors and assignees of the partes. 14.9 Headings. The subject headings of the paragraphs and subparagraphs of this ‘Agreement are for convenience only and shall not in any way affect the construction or interpretation of any provision of this Agreement. 14.10 Entice Agreement. This Agreement contains the entire understanding of the panies hereto relsting to the subject matter hereof and supersedes all prior and collateral Sgreements, ‘understandings, statements and negotiations of the partes. Each party acknowledges that no representations, inducements promises, or agreements, oral or wiiten with reference to the subject matter hereof have been made other than as expressly set forth herein, 1g upon and inure to the benefit of 14.11 Severability. If any provision of this Agreement, as applied to any pany or to any circumstance, shall be found by a court of competent jurisdiction to be void, invalid or uncaforceable, the same shall in no way affect any other provision of this Agreemet, the application of any such provision in any other circumstance, or the validity or enforceability of this Agreement. 1412 Governing Law/Interpretation. This Agreement shall be govemed by. construed in accordance with and enforced under the laws of the State of California. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to sim 4 7include any other number, neuter, as the context requites. 14.13 Assignment The respective rights and obligations of the partes to this Agreement may not be assigned by any Party without the prior written consent of the other, which consent may not be unreasonably withheld or ‘delayed. 14.14 Successors and Assigns. The terms and provisions of this Agreement shall be binding on and inure to the benefit ofthe successors and assigns of the parties. lar or plural, and any other gender, masculine, feminine or 14.15 Modification and Waiver. ‘This Agreement may not be amended, modified, of Supplemented except by written agreement signed by the party against which the enforcement of the amendment, modification, or supplement is sought. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision. No waiver shall be binding unless executed in writing by the party making the waiver. IN WITNESS WHEREOF, the partes hereto have executed this Agreement on the day and year first above written, "Company" “Seller” R & 0 Pharmacy, LLC Russell Neil Reitz “Buyer” Iolani, LEC » Eri 78a 66a Dersmses 8 vl