Payment and Guarantee Agreement among Tender Loving Care Health Care Services, Inc., Stephen Savitsky, David Savitsky, and Dale R. Clift

Contract Categories: Mergers & Acquisitions › Merger Agreements
Summary

This agreement, dated October 18, 2001, is between Tender Loving Care Health Care Services, Inc. and individuals Stephen Savitsky, David Savitsky, and Dale R. Clift. It outlines the company's obligation to pay specified amounts to these individuals upon satisfaction of a condition related to a merger. The parent company, e-MedSoft.com, agrees to provide the necessary funds and guarantees payment. The agreement is tied to the completion of a merger and ensures the individuals receive their payments once the required condition is met.

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EX-10.9 12 a2061795zex-10_9.txt EXHIBIT 10.9 Exhibit 10.9 AGREEMENT This Agreement is made this 18th day of October, 2001 by and among Tender Loving Care Health Care Services, Inc., a Delaware corporation ("Company"), Stephen Savitsky, David Savitsky and Dale R. Clift. Reference is made to the Agreement and Plan of Merger and Reorganization, dated October 18, 2001 (the "Merger Agreement"), by and among Company, Parent and TLC Acquisition Corporation, a Delaware corporation. Capitalized terms used but not otherwise defined herein shall have the respective meanings given such terms in the Merger Agreement. In connection with the consummation of the transactions contemplated under the Merger Agreement, Company agrees to make, on the date the Minimum Condition is satisfied, payment of the following amounts, less applicable withholding taxes, in immediately available funds, to the individuals identified below:
NAME OF PAYEE AMOUNT Stephen Savitsky $1,230,000 David Savitsky $449,000 Dale R. Clift $1,250,000
The undersigned parties acknowledge that, pursuant to a letter dated the date hereof from e-MedSoft.com, a Nevada corporation ("Parent"), to Stephen Savitsky, David Savitsky and Dale R. Clift, Parent has agreed to contribute funds to Company upon the occurrence of the Minimum Condition in the amount of the aggregate payments due to Stephen Savitsky, David Savitsky and Dale R. Clift pursuant to this Agreement and otherwise guarantee the payment of such amounts to such persons. -2- This Agreement may be executed in one or more original or facsimile counterparts. TENDER LOVING CARE HEALTH CARE SERVICES INC. By: /s/ Stephen Savitsky ------------------------------------- Stephen Savitsky, Chairman of the Board and Chief Executive Officer Acknowledged and accepted by: /s/ Stephen Savitsky -------------------------- Stephen Savitsky /s/ David Savitsky -------------------------- David Savitsky /s/ Dale R. Clift -------------------------- Dale R. Clift