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Sometime between July 1 and late December 1997, Dr. Joffe
executed a handwritten, undated memorandum (the Joffe memorandum)
to Ms. Moore, in which he states: “This is to confirm that
Debbie Moore will receive 10% (Ten Percent) of the net proceeds
of the sale of * * * [the LLC].”
The Kelly Correspondence
During 1997, Mr. Kelly sent three letters (the Kelly
correspondence) to Ms. Moore in her capacity as the de facto
manager of the LLC.
In the first letter, dated October 17, 1997, Mr. Kelly
advised Ms. Moore that the LLC could “lawfully issue 6% of its
stock to you under the safe harbor for reasonable compensation to
8(...continued)
Jim:
I spoke with Dr. Joffe and here are the % distributions for
the Surgery Center of Georgia, LLC should the center be sold or
distributions be made. These are % of net profit.
J. Barry McKernan -- 10%
J.K. Champion -- 3%
Robert S. Cowles -- 3%
Deborah Moore -- 8%
Ronald Van Tuyl -- 1%
William S. Armstrong -- 2%
Rick Hawkins -- 1%
J. Barry McKernan has originally 10% already in the Surgery
Center of Ga and Deborah Moore has 2% originally already. Also
the agreement for the above percentages in no way interferes with
the original LLC percentages. Call for questions.
Thanks,
Deborah Moore
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Last modified: November 10, 2007