SECURITIES PURCHASE
AGREEMENT
MD TECHNOLOGIES INC.
AND
PREMIER MEDICAL CONSULTANTS, INC.
JON TREZONA and BARBARA TREZONA
FEBRUARY 14, 2006
THIS SECURITIES PURCHASE AGREEMENT
(this "Agreement") dated as of February 14, 2006, by and among: (i) MD
TECHNOLOGIES INC., a Delaware corporation ("MDTO") (the "BUYER"); (ii) PREMIER
MEDICAL CONSULTANTS, INC., a Florida corporation; (referred to herein as the
"SELLER" or "PMCI"); (iii) JON TREZONA ("J. Trezona"); and (iv) BARBARA TREZONA
("B. Trezona"). J. Trezona and B. Trezona are sometimes hereinafter referred to
individually as an "Equityholder" and collectively as the "Equityholders."
R E C I T A L S
WHEREAS,
J. Trezona and B. Trezona are the sole owners of SELLER. A table summarizing
such ownership is set forth below:
Premier Medical Consultants, Inc.
J. Trezona
[CONFIDENTIAL TREATMENT REQUESTED]
B. Trezona
[CONFIDENTIAL TREATMENT REQUESTED]
WHEREAS,
SELLER is engaged in the business (the "Business") of: (i) providing medical
billing and collection services; and (ii) providing healthcare business
management and consulting services.
WHEREAS,
the BUYER has raised $5,000,000 by convertible debenture for the purpose of
acquiring billing companies and related uses, and desires to purchase from the
Equityholders all of the issued and outstanding Equity Interests of the SELLER
together with any interests in the goodwill of the Business of the SELLER, and
each of the Equityholders desire to sell such Equity Interests in exchange for
cash and stock of MDTO.
WHEREAS,
as a material inducement to the BUYER to enter into this Agreement and
consummate the transactions contemplated hereby, J. Trezona has agreed to: (i)
indemnify the BUYER in the manner set forth in the Indemnification Agreement
attached hereto as Exhibit "A"; and (ii) along with B. Trezona enter into the
covenants against competition, disclosure of confidential information and
solicitation of employees and customers set forth the Non-Competition Agreement
referred to in Section 7.9 and attached hereto as Exhibit "B".
NOW, THEREFORE,
in consideration of these premises, the mutual promises herein made, and in
consideration of the representations, warranties, and covenants herein
contained, the Parties hereto agree as follows:
PURCHASE AND SALE OF EQUITY INTERESTS; RETENTION OF LIABILITIES
1.1 Purchase and Sale of Equity Interests. On and subject to the terms and
conditions of this Agreement, BUYER hereby purchases from each Equityholder, and
each Equityholder hereby sells, transfers, assigns, conveys and delivers to the
BUYER, all right, title and interest in and to all of such Equityholder's Equity
Interests of SELLER set forth opposite his name on Schedule I attached hereto
under the heading "Purchased Equity Interests and Consideration," which Equity
Interests represent all of the issued and outstanding Equity Interests of SELLER
for the consideration specified below.
1.2 Retained Liabilities. Notwithstanding anything to the contrary contained in
this Agreement, J. Trezona hereby agrees to retain, and does hereby assume,
certain Liabilities of SELLER (the "Retained Liabilities"). The Retained
Liabilities shall include, without limitation, the following:
any Liability of SELLER for expenses, Taxes or fees incident to or arising out
of the negotiation, preparation, approval or authorization of this Agreement,
the other