PARTIAL TRANSACTION REVERSAL
AGREEMENT
This PARTIAL TRANSACTION REVERSAL AGREEMENT ("the Agreement") is entered
into as of the 27th day of July, 2001, by and between MediQuik Services, Inc., a
Delaware corporation ("MediQuik"), MiraQuest Ventures, LLC, an Idaho limited
liability company ("MiraQuest"), Ball Investors, LLC, an Idaho limited liability
company ("Lender"), and the ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇ Living Trust created under
that certain Trust Agreement dated January 6, 1990 ("Ball"), herein collectively
referred to as "the parties," for the purposes and considerations hereinafter
set forth.
R E C I T A L S
WHEREAS, MediQuik and MiraQuest negotiated and entered into that certain
STOCK PURCHASE AGREEMENT, dated June 30, 2000 (the "Transaction") wherein
MiraQuest acquired (i) 7,048,996 shares of common stock of MediQuik (the
"MediQuik Common Shares"); (ii) 513,266 shares of Series "A" convertible
preferred stock of MediQuik (the "MediQuik Preferred Shares"), convertible into
10,265,320 shares of MediQuik common stock; and (iii) a warrant for the purchase
of an additional 650,000 shares of common stock of MediQuik, exercisable at a
price of $.60 per share (the "MediQuik Warrant") (hereinafter collectively
referred to as the "MediQuik Securities"); and
WHEREAS, in connection with the Transaction, MediQuik received from
MiraQuest 7,251,600 membership units of MiraQuest (the "MiraQuest Member Units"
or "MiraQuest Securities") and $2,000,000.00 cash; and
WHEREAS, as a result of the Transaction, MediQuik became a majority-owned
subsidiary of MiraQuest; and
WHEREAS, subsequent to the Transaction, MediQuik entered into a loan
transaction with Lender in the principal amount of $500,000.00 (the "Loan"); and
WHEREAS, the terms, conditions and consideration for the Loan were set
forth in that certain PROMISSORY NOTE, LOAN AGREEMENT, AND SECURITY AND PLEDGE
AGREEMENT (the "Loan Documents"); and
WHEREAS, in connection with the Loan, MediQuik issued to Lender a warrant
to purchase shares of common stock of MediQuik upon terms, conditions and ratios
set forth in the Loan Documents (the "Fee Warrant"); and
WHEREAS, in the course of its business operations, MediQuik incurred a
disputed indebtedness to a certain vendor ("Everfill") which indebtedness was
subsequently acquired by Ball; and
PARTIAL TRANSACTION REVERSAL AGREEMENT - 1
WHEREAS, Mediquik and Ball have agreed that the Everfill indebtedness is
$90,000 (hereinafter referred to as the "Ball Note"); and
WHEREAS, the parties are desirous of partially reversing the Transaction,
re-structuring the Loan and related Fee Warrant, and re-structuring the Ball
Note for the purpose of attracting outside investors and/or merger partners for
MediQuik.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants and conditions set forth in this Agreement, the parties
hereby mutually AGREE as follows:
1. Incorporation. The abovementioned recitals are incorporated herein as
if set forth verbatim at this point.
2. The Loan. MediQuik agrees to transfer at Closing to Lender 2,966,102
MiraQuest Member Units in partial satisfaction of the Loan. Lender agrees to
surrender at Closing to MediQuik all warrants and other rights provided in the
Loan Documents in satisfaction of Lender's rights and interests in the Loan.
3. The Ball Note. MediQuik agrees to transfer at Closing to Ball 533,898
MiraQuest Member Units in partial satisfaction of the Ball Note. Ball agrees to
surrender at Closing to MediQuik all rights associated with the Ball Note.
4. Partial Redemption Of Consideration for Transaction:
4.1. MediQuik shall redeem, and MiraQuest shall deliver to
MediQuik, at Closing, all of the MediQuik Preferred Shares
held by MiraQuest.
4.2 MediQuik shall redeem, and MiraQuest shall deliver to
MediQuik, at Closing, 6,048,996 MediQuik Common Shares held by
MiraQuest (MiraQuest shall retain its original ownership in
the 1,000,000 MediQuik Common Shares purchased by MiraQuest
for $2,000,000 cash).
4.3 MiraQuest shall redeem, and MediQuik shall deliver to
MiraQuest, at Closing, 3,751,600 of the MiraQuest Member Units
held by MediQuik, representing the total number of remaining
MiraQuest Member Units held by MediQuik.
4.4 MediQuik agrees to transfer at Closing to MiraQuest the Loan
and all rights and other property provided for in the Loan
Documents. MediQuik shall issue a warrant permitting MiraQuest
to purchase 3,571,428 shares of common stock of MediQuik at a
price of $0.28 per share. The terms of such
PARTIAL TRANSACTION REVERSAL AGREEMENT - 2
warrant shall be the same as the warrant as provided for in
the Loan Documents.
4.5 MediQuik agrees to transfer at Closing to MiraQuest the Ball
Note and all rights associated with that obligation.
4.6 MiraQuest agrees to convert at Closing the Loan to 1,785,714
shares of MediQuik common stock (at $.0.28/share).
4.7 MiraQuest and MediQuik agree to convert at Closing the Ball
Note into $90,000 equal to 4500 shares at $20.00 (twenty) per
share of Class B preferred stock of MediQuik and transfer such
preferred stock to MiraQuest. The preferred stock shall be
preferred as to liquidation.
4.7. MiraQuest or its assigns shall retain the MediQuik Warrant,
which shall remain unchanged and unaffected by this Agreement.
5. Equity Contribution. MediQuik acknowledges that prior to Closing,
MiraQuest made an additional cash equity contribution to MediQuik in the amount
of $500,000.00, on terms heretofore agreed and approved by the Board of
Directors of MediQuik and the Board of Managers of MiraQuest and as outlined in
the Equity Investment Agreement and the Convertible Debenture Agreement (Exhibit
C&D), which shall remain unchanged and unaffected by this Agreement. The
$500,000.00 contribution resulted in, as outlined in these agreements, the
purchase by MiraQuest of 1,785,714 shares of MediQuik common stock at $0.28 per
share and Warrants to purchase an additional 5,357,142 shares of common at an
exercise price of $0.28 per share.
6. Further MediQuik Common Shares Redemption. Upon the following events,
MiraQuest agrees to sell, and MediQuik agrees to purchase, a sufficient number
of shares of MediQuik Common Shares or Warrants for such shares (held by
MiraQuest in connection with the Transaction) for the nominal consideration of
$$0.0001/share, in order to ultimately reduce MiraQuest's total ownership in
MediQuik to 3,604,956 Common Shares :
PARTIAL TRANSACTION REVERSAL AGREEMENT - 3
6.1. The funding of a capital investment into MediQuik by a
third-party investor or investors in the amount of $3,000,000;
or
6.2. If the funding to MediQuik by a third-party investor is less
than $3,000,000, but at least $500,000, MiraQuest agrees to
reduce its ownership proportionately (the actual amount
invested [up to $3,000,000] to be divided by $3,000,000 and
multiplied by the percentage reduction that is required to
reduce its ownership in MediQuik to 3,604,956 Common Shares.)
As set forth on Schedule A, MiraQuest shall first surrender
upon a capital event all warrants and other rights to acquire,
and then stock ownership shall be relinquished.
6.3. Applicability of Injunctive Remedies: The parties acknowledge
that the MediQuik Common Shares that are subject to the
aforementioned redemption provisions are unique and
irreplaceable and that, in the applicable circumstances, the
failure of MiraQuest to transfer and surrender the subject
shares to MediQuik would cause irreparable injury to MediQuik
if injunctive relief is not granted.
6.4. Injunctive Relief in General: The parties acknowledge that the
failure of MiraQuest to transfer and deliver the subject
MediQuik Common Shares to MediQuik, in accordance with the
terms of this agreement, would damage MediQuik in a way that
could not be adequately compensated by monetary damages. The
parties therefore agree that the breach or threatened breach
of this obligation may appropriately be restrained by an
injunctive order, granted by a court of appropriate
jurisdiction.
6.5. Specific Performance: The parties agree and acknowledge that,
in accordance with the applicable provisions herein, the
failure of MiraQuest to timely convey the MediQuik Common
Shares that are subject to the redemption provisions of this
agreement would result in damage to MediQuik that could not be
adequately compensated by a monetary award. The parties
therefore agree that, if MiraQuest fails to perform the
covenants incumbent upon it under the terms of this agreement,
MediQuik may appropriately seek an order from a court of
appropriate jurisdiction requiring MiraQuest to specifically
perform those covenants.
6.6. Cumulative Remedies: The injunctive relief granted in this
agreement to MediQuik, in the event of default, is cumulative
and the exercise of such rights shall be without prejudice to
the enforcement of any other right or remedy authorized by law
or this agreement.
7. Relinquishment of Board Control by MiraQuest:
7.1 Upon execution of this Agreement, MiraQuest shall relinquish a
sufficient number of seats to give up its current majority
position as to the Board of Directors of MediQuik, however,
MiraQuest shall retain its right to Board representation
proportionate to its then current actual ownership interest,
except to the extent that such representation would represent
a controlling majority. For purposes of this section, the seat
currently maintained by ▇▇▇▇ ▇▇▇▇▇▇▇▇ shall not be considered
a seat designated by MiraQuest.
7.2. Upon Closing, MediQuik agrees to relinquish its seat on the
MiraQuest Board of Managers.
8. Closing: The closing of the transaction(s) and events contemplated in
this Agreement ("Closing") shall be held on July 27th, 2001, at MiraQuest's
headquarters, located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, or at a
time and in the manner mutually agreed to by the parties.
9. REPRESENTATIONS AND WARRANTIES:
9.1. Representations of MediQuik: MediQuik hereby represents and
warrants to MiraQuest that the following statements are true and correct as of
Closing:
9.1.1 Organization, Good Standing and Qualification. MediQuik
is a corporation duly organized, validly existing, and in good standing under
the laws of the State of Delaware. MediQuik has all requisite corporate power
and authority to own and operate its properties and assets and to carry on its
business as now conducted and as proposed to be conducted. MediQuik is duly
qualified, is authorized to transact business, and is in good standing as a
foreign corporation in all jurisdictions in which the nature of its current
activities and properties (both owned and leased) makes such qualification
necessary, except for those jurisdictions in which failure to do so would not
have a material adverse effect on MediQuik or its business and properties.
MediQuik has previously furnished MiraQuest or counsel to MiraQuest with copies
of its Articles of Incorporation and Bylaws (the "Charter Documents"). Said
copies of the Charter Documents are true, correct and complete and contain all
amendments as of Closing.
9.1.2 Corporate Power. MediQuik will have at Closing all
requisite legal and corporate power (i) to execute and deliver this Agreement,
and (ii) to carry out the provisions of this Agreement.
9.1.3. Governmental Consents: No consent, approval, order, or
authorization of, or designation, declaration, registration, qualification or
filing with, any local, state or Federal governmental authority is required on
the part of MediQuik in connection with MediQuik's valid execution, delivery and
performance of this Agreement, and the transactions contemplated hereby,
including without limitation, its sale, issuance or exchange of the Securities,
except (i) the filing of the Series A Preferences with the Secretary of State of
the State of Delaware, and (ii) the filing of Form 8-K with the Securities and
Exchange Commission ("SEC"), and (iii) any
other post-closing filing as may be required under SEC Regulation D or any
applicable state "Blue Sky" securities laws, all of which MediQuik will file
within the time periods required.
9.1.4. Valid Sale, Issuance or Exchange of Securities: The
Securities that are the subject of this Agreement, when sold, issued or
exchanged in accordance with the terms hereof for the consideration expressed
herein, will be duly and validly issued, fully paid and nonassessable and free
of restrictions on transfer other than restrictions on transfer under this
Agreement and applicable Federal and state securities laws. Subject to the
provisions of Section 9.1.3 above, the Securities will be sold, issued or
exchanged in compliance with all applicable Federal and state securities laws.
Neither MediQuik nor any agent on its behalf has solicited or will solicit any
offers to sell or has offered to sell or will offer to sell all or any part of
the Securities to any person or persons so as to bring the sale, issuance or
exchange of the Securities by MediQuik within the registration provisions of the
Securities Act of 1933, as amended (the "Securities Act") or any state
securities laws. Except as set forth in Section 9.1.3 above, no governmental
orders, permissions, consents, approvals or authorizations are required to be
obtained and no registrations or declarations are required to be filed in
connection with the execution and delivery of this Agreement and the sale,
issuance or exchange of the Series A preferred stock or common stock, except
such as has been duly and validly obtained or filed, or with respect to any
filings that must be made after the Closing, as will be filed in a timely
manner.
9.1.5 Authorization. All corporate action on the part of
MediQuik, its officers, directors and stockholders necessary for the
authorization, execution and delivery of this Agreement, and the performance of
all obligations of MediQuik hereunder, has been taken or will be taken prior to
Closing, and this Agreement, when executed and delivered by MediQuik, will
constitute a valid and legally binding obligation of MediQuik, enforceable
against MediQuik in accordance with its respective terms except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, and other laws of general application affecting enforcement of
creditors' rights generally, as limited by laws relating to the availability of
specific performance, injunctive relief, or other equitable remedies.
9.1.6. Exempt Offering: Assuming the accuracy of the
representations and warranties contained herein, and completion of any filings
required under Section 9.1.3(iii) above, the sale, issuance or exchange of the
Securities will be exempt from the registration and prospectus delivery
requirements of Section 5 of the Securities Act, and will have been registered
or qualified (or are exempt from registration and qualification) under the
registration, permit or qualification requirements of all applicable state "Blue
Sky" and securities laws, rules and regulations. Neither MediQuik nor any
authorized agent acting on its behalf will take any action hereafter that would
cause the loss of such exemptions.
9.1.7. Compliance with Laws; Permits: To the best of its
knowledge, MediQuik is not in violation, in any material respect, of any
applicable statute, law, ordinance, rule, regulation, order or restriction of
any domestic or foreign government or any instrumentality or agency thereof in
respect of the conduct of its business or the ownership of its properties and
assets, including without limitation, regulations concerning hazardous or toxic
wastes, materials or substances, pollutants or contaminants and tax statutes and
regulations, the violation of which would
materially and adversely affect the business, assets, liabilities, condition
(financial or otherwise) operations or prospects of MediQuik. MediQuik has all
franchises, permits, licenses and any similar authority ("Governmental
Authorizations") necessary for the conduct of its business as now being
conducted by it, the lack of which or failure to obtain would materially and
adversely affect the business, properties, condition (financial or otherwise),
operations or prospects of MediQuik, and believes it can obtain, without undue
burden or expense, any similar authority for the conduct of its business as
planned to be conducted. All such Governmental Authorizations are in full force
and effect, and no violations have been communicated in writing to MediQuik in
respect of same and no proceeding is pending or, to MediQuik's knowledge,
threatened toward the revocation of any such franchises, licenses, permits and
any similar authority.
9.1.8 Compliance With Other Instruments: MediQuik is not, and
will not by virtue of entering into and performing this Agreement, or the
transactions contemplated hereunder, be in violation or default in any material
respect of any provision of its Charter Documents or of any term or provision of
any mortgage, indenture, contract, lease agreement or instrument to which it is
a party or by which it is bound or of any judgment, order, writ, decree or to
its knowledge, statute, rule, regulation or restriction applicable to MediQuik
which could have a material adverse effect on the business, assets, liabilities,
condition (financial or otherwise), operations or prospects of MediQuik. The
execution, delivery and performance by MediQuik of this Agreement, the sale,
issuance or exchange of the Securities pursuant hereto and pursuant to the
Series A Preferences, and the consummation of the other transactions
contemplated hereby, will not, with or without the passage of time or giving of
notice, result in any such violation or be in conflict with or constitute a
default under any of the above, or result in the creation of any mortgage,
pledge, lien, charge, or encumbrance upon any of the properties or assets of
MediQuik or the suspension, revocation, impairment, forfeiture or non-renewal of
any permit, license, authorization or approval applicable to MediQuik, its
business or operations, or any of its assets or properties. MediQuik has avoided
every condition, and has not performed any act, the occurrence of which would
result in MediQuik's loss of any material right under any license, permit,
contract or any other agreement.
9.1.9 Capitalization. Immediately prior to the Closing, the
authorized capital stock of MediQuik will consist of: (i) 50,000,000 shares of
common stock, of which 13,504,096 shares are issued and outstanding, and (ii)
1,004,500 shares of Preferred Stock, 1,000,000 of which are designated "Series A
preferred Stock" with 513,266 such shares issued and outstanding and 4500 of
which are designated " Class B Preferred Stock" with none issued and
outstanding. No other shares of capital stock are outstanding. All issued and
outstanding shares of the Company's capital stock have been duly and validly
authorized and issued and are fully paid and are nonassessable. The Class B
Preferred Stock has the rights, preferences, privileges and restrictions as set
forth in Exhibit B. The Company has reserved 8,928,570 shares of common stock
reserved for issuance under the MiraQuest Warrants.
9.2. Representations of MiraQuest.
9.2.1 Authorization. MiraQuest has all necessary power and
authority under all applicable provisions of law to execute and deliver this
Agreement, to deliver the Securities
and to carry out and perform MiraQuest's obligations under the terms of this
Agreement as applicable. All action on MiraQuest's part required for the lawful
execution and delivery of this Agreement has been or will be effectively taken
prior to Closing. Upon its execution and delivery, this Agreement will be a
valid and binding obligation of MiraQuest, enforceable in accordance with its
respective terms, except as enforceability may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general
application affecting enforcement of creditors' rights generally; and (ii)
general principles of equity that restrict the availability of equitable
remedies.
9.2.2 Consents. All consents, approvals, orders,
authorizations, registrations, qualifications, designations, declarations or
filings with any governmental or banking authority on the part of MiraQuest
required in connection with the consummation of the transactions contemplated in
this Agreement have been or shall have been obtained prior to and be effective
as of Closing.
9.3. Representations of Lender.
9.3.1 Authorization. Lender has all necessary power and
authority under all applicable provisions of law to execute and deliver this
Agreement, to deliver the Securities and to carry out and perform Lender's
obligations under the terms of this Agreement as applicable. All action on
Lender's part required for the lawful execution and delivery of this Agreement
has been or will be effectively taken prior to Closing. Upon its execution and
delivery, this Agreement will be a valid and binding obligation of Lender,
enforceable in accordance with its respective terms, except as enforceability
may be limited by (i) applicable bankruptcy, insolvency, reorganization,
moratorium, and other laws of general application affecting enforcement of
creditors' rights generally; and (ii) general principles of equity that restrict
the availability of equitable remedies.
9.3.2 Consents. All consents, approvals, orders,
authorizations, registrations, qualifications, designations, declarations or
filings with any governmental or banking authority on the part of Lender
required in connection with the consummation of the transactions contemplated in
this Agreement have been or shall have been obtained prior to and be effective
as of Closing.
10. REPRESENTATIONS OF ALL PARTIES.
10.1 Legends. The parties acknowledge that the Securities sold,
issued or exchanged hereunder may bear one or all of the following legends:
(a) "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A
FORM SATISFACTORY TO MEDIQUIK THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES ACT OF 1933."
(b) Any legend required by the Blue Sky laws of any state to
the extent such laws are applicable to the shares represented by the certificate
so legended.
10.2. Confidentiality. Each party hereto agrees that, except with
the prior written permission of the other party, it shall at all times keep
confidential and not divulge, furnish or make accessible to anyone any
confidential information, knowledge or data concerning or relating to the
business or financial affairs of the other party to which such party has been or
shall become privy by reason of this Agreement, discussions or negotiations
relating to this Agreement, the performance of its obligations hereunder or the
ownership of Securities purchased hereunder. The provisions of this Section 10.2
shall be in addition to, and not in substitution for, the provisions of any
separate nondisclosure agreement executed by the parties hereto with respect to
the transactions contemplated hereby. Notwithstanding the foregoing, nothing
herein shall prevent any party from disclosing (i) such information which has
been publicly disclosed, (ii) such information which becomes available to the
party on a non-confidential basis from a source other than a party hereto,
provided that such source is not bound by a confidentiality agreement with such
party, (iii) information required to be disclosed pursuant to subpoena or other
court process or otherwise required by law and (iv) such information was known
to such party prior to its first receipt from the other party. The parties
acknowledge that MiraQuest may from time to time desire to share information
about the Company with prospective investors in MiraQuest or its affiliates, and
MiraQuest may do so upon obtaining the Company's prior consent, which consent
shall not be unreasonably withheld.
10.3 Accredited Investor. Each party represents and warrants that it
is an accredited investor as defined in Rule 501(a) of Regulation D promulgated
under the Securities Act and is familiar with the foregoing Regulation D. Each
party acknowledges that each of MiraQuest and MediQuik is in the development
stage and has a limited operating history and that an investment in the
securities of either involves a high degree of risk. Each party is able to fend
for itself in evaluating and consummating the transactions contemplated by this
Agreement, can bear the economic risk of its investment (including a possible
complete loss of such investment) for an indefinite period of time and has such
knowledge and experience in financial or business matters that it is capable of
evaluating the merits and risks of the investment in the Securities. Each party
is entering into this Agreement without knowledge of any public solicitation or
general advertising by the Company related to the Securities.
10.4 Represented by Counsel. Each party represents and warrants that
it was represented by separate legal counsel in connection with this Agreement
and the transactions contemplated thereby.
11. Releases.
11.1 General Release. MediQuik hereby acknowledges that MiraQuest
has completely discharged all of its obligations in connection with the
Transaction or arising in any way therefrom. The parties hereto release, acquit
and forever discharge each other from any and all
claims for damages of any kind, known or unknown, which may exist as of or prior
to the date of Closing, or arising out of or in any way related to the matters
described in this Agreement or the Transaction.
11.2 Specific Release of MiraQuest's Obligation to Obtain Future
Funding. As of the date of Closing, MediQuik fully and completely releases and
discharges MiraQuest from any and all of its obligations to obtain or provide
future funding for MediQuik's growth, as previously set forth in section 6.5 of
the Stock Purchase Agreement.
12. General Provisions.
12.1. Governing Law. This Agreement shall be governed by the laws of
the State of Idaho and is made, performable and enforceable in Boise, Ada
County, where any action for its enforcement shall be maintained.
12.2. Successors and Assigns. The provisions of this Agreement shall
inure to the benefit of , and be binding upon, the successors, heirs, assigns,
executors and administrators of the parties hereto.
12.3. Entire Agreement. This Agreement, the Stock Purchase
Agreement, the Loan Documents and the other documents or instruments delivered
pursuant hereto or in connection herewith constitute the full and entire
understanding and agreement between the parties with regard to the subject
matter herein and may not be amended, waived or altered without the express
written consent of the parties hereto.
12.4. Severability. In case any provision of this Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
12.5. Counterparts. This Agreement may be executed in one or more
counter parts, each of which, when taken together, shall be deemed to constitute
one and the same instrument. A fully executed facsimile of this Agreement shall
also be deemed as an original.
12.6. Notices. All notices required or contemplated by this
Agreement shall be made to the parties at the addresses affixed hereto unless
notified otherwise by a party.
SIGNED AND EFFECTIVE as of the date first above stated.
MEDIQUIK SERVICES, INC. MIRAQUEST VENTURES, LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇, MD Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: CEO Title: CEO
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
BALL INVESTORS, LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇
Title:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇ Living Trust (created under Trust Agreement dated
January 6, 1990)
By: /s/ ▇▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇
Title:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
EXHIBIT A
TO
PARTIAL TRANSACTION REVERSAL AGREEMENT
MiraQuest/MediQuik Unwind Agreement
Ownership Effect
MediQuik Preferred
As is Common Warrants Options Warrants Stock Total
--------
Other ownership 6,455,100 532,500 773,863 650,000 8,411,463
MiraQuest 7,048,996 513,266 7,562,262
----------------------------------------------------------- -----------
Total - Prior to Unwind 13,504,096 532,500 773,863 650,000 513,266 15,973,725
----------------------------------------------------------- -----------
Unwind
MiraQuest (6,048,996) (513,266) (6,562,262)
MiraQuest $500,000 cap cont 1,785,714 5,357,142 7,142,856
Ball Inv. / MiraQuest cap cont 1,785,714 3,571,428 5,357,142
Everfill 4,500 $20 per share 4,500
----------------------------------------------------------- -----------
Unwind effect (2,477,568) 8,928,570 (508,766) 5,942,236
----------------------------------------------------------- -----------
After Unwind
Other ownership 6,455,100 532,500 773,863 650,000 0 8,411,463
MiraQuest 4,571,428 0 0 8,928,570 4,500 13,504,498
----------------------------------------------------------- -----------
Total After Unwind 11,026,528 532,500 773,863 9,578,570 4,500 21,915,961
=========================================================== ===========
MiraQuest investment:
Original Cash 2,000,000
Contibution 500,000
Contribution 500,000
Contribution 90,000
--------------
3,090,000
==============
30% Capital Contribution
Total projected ownership After
MiraQuest Reduction 12,016,376
===========
Other ownership 6,455,100 532,500 773,863 650,000 0 8,411,463
MiraQuest preferred 4,500 4,500
MiraQuest 3,604,913 0 0 0 0 3,604,913
----------------------------------------------------------- -----------
Total 10,060,013 532,500 773,863 650,000 4,500 12,020,876
=========================================================== ===========
EXHIBIT B
TO
PARTIAL TRANSACTION REVERSAL AGREEMENT
DESIGNATION OF PREFERENCES, LIMITATIONS,
AND RELATIVE RIGHTS OF
MEDIQUIK SERVICES, INC. SERIES B PREFERRED STOCK
Section 1. Designation.
Hereby designated as "Series B Preferred Stock" are 4,500
shares of the Preferred Stock of the Corporation, with the powers, rights,
preferences, qualifications, limitations and restrictions specified herein.
Section 2. Dividend Rights.
Series B Preferred Stock shall accrue a dividend at an eight
percent (8%) rate. Such dividend shall be accumulative, if not paid yearly, for
a maximum period of five years.
Section 3. Liquidation Rights.
(a) Upon any liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, before any distribution or
payment shall be made to the holders of Common Stock, the holders of Series B
Preferred Stock shall be entitled to be paid out of the assets of the
Corporation an amount per share of Series B Preferred Stock equal to the
Original Issue Price. The Original Issue Price of the Series B Preferred Stock
shall be $ 20.00 per share.
(b) After the payment of the full liquidation preference of
the Series B Preferred Stock as set forth in Section 4(a) above, the remaining
assets of the Corporation legally available for distribution, if any, shall be
distributed ratably to the holders of the Common Stock and Series B Preferred
Stock.
(c) The following events shall be considered a liquidation
under this Section 4, provided such event has been approved by the holders of a
majority of the then outstanding Common Stock voting as a separate class:
(i) a sale, lease, transfer or other disposition of all
or substantially all of the assets of the Corporation (an "Asset Transfer").
(d) If, upon any liquidation, distribution or winding up, the
assets of the Corporation shall be insufficient to make payment in full to all
holders of Series B Preferred Stock of the liquidation preference set forth in
Section 4(a) above, then such assets shall be distributed among the holders of
Series B Preferred Stock at the time outstanding, ratably in proportion to the
full
DESIGNATION OF PREFERENCES
060100 1700
amounts to which they would otherwise be respectively entitled.
MEDIQUIK SERVICES, INC.
By: __________________________________________
Name: __________________________________________
Title: __________________________________________
DESIGNATION OF PREFERENCES
060100 1700
EXHIBIT C TO PARTIAL TRANSACTION REVERSAL AGREEMENT
EQUITY INVESTMENT AGREEMENT
THIS EQUITY INVESTMENT AGREEMENT (the "Agreement") is made and entered
into on this 7 day of May, 2001, by and between MIRAQUEST VENTURES, LLC, of ▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, an Idaho limited liability company
("MiraQuest"), and SureCare(TM)/MediQuik Services, Inc., of ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, a Delaware corporation ("SureCare").
RECITALS:
WHEREAS, SureCare desires to obtain additional investment funding in the
amount of $500,000 to support its continued operations; and
WHEREAS, MiraQuest desires to provide such investment funding to SureCare
upon the following terms and conditions:
AGREEMENT:
NOW, THEREFORE, the parties hereto agree as follows:
1. Terms and Conditions. MiraQuest will invest the total sum of
$500,000 in SureCare over the course of the next sixty (60) days, in
such amounts and on such dates to be determined in MiraQuest's sole
discretion, provided, however, that said sum total of $500,000 will
be wholly invested in SureCare no later than June 30, 2001, under
the following terms:
a. The $500,000 invested into SureCare pursuant to this agreement
shall be treated as a debenture payable to MiraQuest as set
forth in the Convertible Debenture Agreement executed
contemporaneously herewith, until such time as the unwind
provisions of the original Stock Purchase Agreement dated June
30, 2000 by and between MiraQuest Ventures, LLC and MediQuik
Services, Inc. are in place and the proper documents are
executed. MiraQuest shall then agree to immediately and
contemporaneously therewith convert the debenture to shares of
common stock at $ .28 per share; and
b. SureCare will issue 3:1 stock warrants to MiraQuest for each
share of stock converted pursuant to subparagraph (a) above;
each warrant will be exercised at the discretion of MirQuest
with immediate vesting at an exercise price per share of $.28;
and
c. Neither the shares of stock to be converted and issued
pursuant to this Agreement, nor the warrants and shares
issuable upon exercise of the
warrants, have been registered under the Securities Act of
1933 (the "Act") or under any applicable state securities law
or regulation. The shares of stock purchased pursuant to this
Agreement, and the warrants and shares issuable upon exercise
of the warrants, are restricted securities within the meaning
of Rule 144 promulgated under the Act and resales thereof are
subject to the limitations imposed under such rule; and
d. The shares to be purchased pursuant to this Agreement and the
shares issuable upon exercise of the warrants shall bear a
legend in substantially the same form attached hereto as
Exhibit A.
2. Confidentiality. Each party hereto agrees, except with the prior
written consent of the other party, to maintain at all times the
confidentiality of all information, knowledge or data concerning or
relating to the business or financial affairs of the other party
revealed as a result of this transaction, and discussions or
negotiations relating to this Agreement or the performance thereof.
3. Attorneys Fees. In the event that any dispute may arise between the
parties under this Agreement resulting in litigation, the prevailing
party in such dispute shall be entitled to recover from the
non-prevailing party all costs and expenses, including reasonable
attorneys fees and costs, incurred in enforcing the terms of this
Agreement.
4. Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Idaho.
5. Modifications and Amendments. This Agreement may be amended or
modified only by a subsequent instrument in writing and signed by
the parties.
6. Termination. This Agreement shall continue in full force and effect
from the date hereof through the earliest of the following, upon
which it shall terminate in its entirety:
a. June 30, 2001;
b. The date upon which MiraQuest fully invests the sum of
$500,000 in SureCare; or
c. Upon the mutual written consent of the parties.
Accepted and agreed to:
MiraQuest Ventures, LLC SURECARE(TM)/MEDIQUIK SERVICES, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------- -----------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇, CEO ▇▇▇▇▇▇ ▇▇▇▇▇▇, CEO
Date: 5-7-01 Date: 5-7-01
---------------------------- ---------------------------------
EXHIBIT A
Stock sold or issued pursuant to this Agreement shall be ascribed with the
following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMEMDED, AND MAY NOT BE SOLD,
OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
REGISTERED PURSUANT TO THE PROVISIONS OF THAT ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE CORPORATION IS OBTAINED (WHICH COUNSEL AND OPINION MUST BE
SATISFACTORY TO THE CORPORATION) STATING THAT SUCH DISPOSITION IS IN COMPLIANCE
WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION AND THE REGISTRATION
REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS OR REGULATIONS."
EXHIBIT D - PARTIAL TRANSACTION REVERSAL AGREEMENT
CONVERTIBLE DEBENTURE AGREEMENT- COMMON STOCK
$ 500,000 Boise, Idaho
May 4, 2001
FOR VALUE RECEIVED, subject to the terms and conditions hereinafter set
forth, the undersigned, SURECARE (TM), a Delaware Corporation, formerly known as
MEDIQUIK SERVICES, INC., ("BORROWER") hereby promises to pay to the order of
MIRAQUEST VENTURES, LLC, an Idaho Limited Liability Company ("LENDER"), at its
office at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, in lawful money of the
United States of America, the principal amount of five hundred thousand dollars
( $ 500,000 ). This debenture shall be subject to the DEBT CONVERSION provisions
as listed under Section 2 below .
SECTION 1. PAYMENT OBLIGATION, COLLATERAL. The principal amount of the
Convertible Debenture Agreement shall be due and payable on January 15, 2001
(the "Maturity Date"). No interest shall accrue under this Convertible Debenture
through and including the Maturity Date; provided, however that if the principal
amount of this Convertible Debenture has not been converted into Common Stock of
the Borrower in accordance with Section 2 below or paid in full on or before the
Maturity Date, the outstanding principal balance hereunder shall begin to bear
interest from and after the Maturity Date until paid in full at a rate of Ten
Percent (10%) per annum. This Convertible Debenture Agreement shall be secured
by the Accounts Receivable of the Borrower, as well as all Inventory, Equipment
(including all machinery), and furniture and fixtures now owned or hereafter
acquired by the Borrower, or Proceeds from any disposition of the same.
SECTION 2. CONVERSION.
2.1 Automatic Conversion. Subject to and upon compliance with the
provisions of this Section 2.1 and the limitation set forth in
Section 2.2 below, on the event (the "Conversion Event"), this
Convertible Debenture shall convert to shares of Common Stock of the
Borrower equal to the quotient of (i) a sum equal to the entire
outstanding principal amount of this Convertible Debenture, divided
by (ii) $ .28 per share ("Conversion Price").
2.2 Conversion Event. The Board of Directors of the Borrower has duly
adopted a resolution to unwind the original Stock Purchase Agreement
dated June 30, 2000 by and between MediQuik Services, Inc. and
MiraQuest Ventures, LLC, which effectively reduces MiraQuest's
ownership of MediQuik. As of the date of this Convertible Debenture
Agreement, the terms and conditions of said resolution agreed to by
both the Board of Directors of MediQuik and the Board of Managers of
MiraQuest have not been finalized and reduced to writing. Once that
agreement has been drawn up and executed, this $500,000 convertible
debenture shall immediately and contemporaneously therewith convert
to shares of common stock of MediQuik as stated in Section 2.1 above
and in the Equity Investment Agreement, executed contemporaneously
herewith.
2.3 Issuance of Certificates. As promptly after the Conversion Event as
reasonably practical, Borrower shall instruct its transfer agent to
issue and deliver to Lender at the address set forth on Borrowers
records, without any charge to Lender, a certificate or certificates
(issued in the name of Lender, for the number of full shares of
Common Stock of Borrower issuable upon the conversion of this
Convertible Debenture Agreement.
2.4 Status on Conversion. Upon conversion of this Convertible Debenture
Agreement, Lender shall be deemed to have become the stockholder of
record of the shares of Common Stock into which this Convertible
Debenture Agreement is converted at the Conversion Event.
2.5 Conversion Price. The conversion price of this Convertible Debenture
Agreement shall be $ .28 per share.
SECTION 3. DEFAULTS AND REMEDIES.
3.1 Events of Default. The occurrence and continuance of any one or more
of the following events shall constitute an "Event of Default"
hereunder:
(a) the Borrowers fail to pay any amount due under this
Convertible Debenture Agreement within two days of the date
when due; or,
(b) the Borrowers fail to observe, perform or comply with any
covenant, agreement or term contained in this Convertible
Debenture Agreement and, if subject to remedy, the same is not
remedied within 30 days after written notice from MiraQuest
3.2 Remedies. Upon any "Event of Default" as defined in Section 3.1
above, Lender may, at its sole option, declare the entire amount of
principal and accrued, unpaid interest on this Convertible Debenture
Agreement (if any) immediately due and payable, by written notice to
the Borrowers, in which event, the Borrowers immediately shall pay
to Lender the entire unpaid principal balance of this Convertible
Debenture together with accrued, unpaid interest thereon to the date
of such payment. No delay or omissions of Lender to exercise any
right or power occurring upon any Event of Default hereunder shall
impair any such right or power or shall be construed as a waiver of
any such Event of Default or an acquiescence therein. To the fullest
extent permitted by law, Lender's rights and remedies under this
Convertible Debenture shall be cumulative, and Lender shall have all
other rights and remedies not inconsistent herewith as are provided
under the Uniform Commercial Code as in effect in the relevant
jurisdictions by law or in equity. No exercise by MiraQuest of one
right or remedy shall be deemed an election, no waiver by Lender or
any default on the part of the Borrowers shall be deemed a
continuing waiver, and no delay by Lender shall constitute a waiver,
election or acquiescence by it.
3.3 Costs and Expenses. Borrower hereby agrees to pay to Lender on
demand for all losses, costs and expenses, if any (including
reasonable attorneys' fees), in connection with the enforcement of
this Convertible Debenture Agreement against Borrower.
SECTION 4. MISCELLANEOUS.
4.1 Governing Law. This Agreement shall be construed in accordance with
and governed by the law of the State of Idaho, and, where applicable
and except as otherwise defined herein, terms used herein shall have
the meanings given them in the Idaho Uniform Commercial Code.
4.2 Modifications and Amendments. This Agreement may be amended or
modified only by a subsequent instrument in writing and signed by
the parties.
4.3 Unregistered Securities. The shares of stock issued pursuant to this
Agreement have not been registered under the Securities Act of 1933
(the "Act") or under any applicable state securities law or
regulation. The shares of stock issued pursuant to this Agreement
are restricted securities within the meaning of Rule 144 promulgated
under the Act and resales thereof are subject to the limitations
imposed under such rule, and shall be ascribed with the following
legend:
"The securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and may not be sold, offered for
sale, assigned, transferred or otherwise disposed of unless registered pursuant
to the provisions of that act or an opinion of counsel satisfactory to the
corporation is obtained (which counsel and opinion must be satisfactory to the
corporation) stating that such disposition is in compliance with an available
exemption from such registration and the registration requirements of applicable
state securities laws or regulation."
ACCEPTED AND AGREED TO:
MiraQuest Ventures, LLC SureCare (TM)/MediQuik Services,Inc.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------- -----------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇, CEO ▇▇▇▇▇▇ ▇▇▇▇▇▇, CEO
Date: 5-7-01 Date: 5-7-01
------------------------------ ---------------------------------
DESIGNATION OF PREFERENCES
060100 1700
