Exhibit 10.25
THIS EXECUTIVE SUBSCRIPTION AGREEMENT,
dated as of January 11, 2001, between
▇▇▇▇▇ MEDICAL CORP., a Delaware corporation
(the "Company"), and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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("Executive").
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In connection with the employment of Executive as President and Chief
Executive Officer of the Company, the Company wishes to give Executive an
opportunity to benefit from her contributions to the future growth of the
Company. Accordingly, the Company and Executive desire to enter into this
agreement, pursuant to which Executive shall purchase, and the Company shall
sell, 50,000 shares of the common stock, $.01 par value (the "Common Stock"), of
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the Company. Such shares of the Common Stock are collectively referred to as
the "Executive Stock".
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Section 1. Purchase and Sale of Common Stock.
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(a) Closing. The closing of the purchase and sale of the Executive
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Stock (the "Closing") shall take place at the offices of ▇'▇▇▇▇▇▇▇▇ Graev &
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Karabell, LLP, located at ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the
date hereof (the " Closing Date"). At the Closing, Executive shall purchase, and
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the Company shall sell, 50,000 shares of Common Stock for an aggregate purchase
price of $281,250 for all such shares (the "Purchase Price"). At or promptly
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after the Closing, the Company shall deliver to Executive a certificate or
certificates representing 50,000 shares of Common Stock and Manager shall
deliver to the Company an executed promissory note (the "Note") and a pledge
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agreement (the "Pledge Agreement") in the forms annexed hereto as Exhibit A and
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B, respectively.
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(b) Representations of Executive. In connection with the purchase and
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sale of the Executive Stock hereunder, Executive hereby represents and warrants
to the Company, on the Closing Date, as set forth below.
(i) The Executive Stock shall be acquired for Executive's own
account and not with a view to, or intention of, distribution thereof in
violation of the Securities Act of 1933, as amended (the "Securities Act"),
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or any applicable state securities laws, and the Executive Stock shall not
be disposed of in contravention of the Securities Act, or any applicable
state securities laws.
(ii) Executive is (A) an "accredited investor" as defined in
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Rule 501(a) under the Securities Act or (B) by reason of her business and
financial experience, and the business and financial experience of those
retained by Executive to advise her with respect to her investment in the
Executive Stock being purchased hereunder, Executive, together with such
advisors, has such knowledge, sophistication and experience in business and
financial matters so as to be capable of evaluating the risks and benefits
of the investment in the Executive Stock.
(iii) Executive is able to bear the economic risk of her
investment, including the complete loss of such investment in the Executive
Stock to be purchased by the
Executive hereunder, for an indefinite period of time because the Executive
Stock has not been registered under the Securities Act and, therefore,
cannot be sold unless subsequently registered under the Securities Act or
an exemption from such registration is available.
(iv) Executive has had an opportunity to ask questions and
receive answers concerning the terms and conditions of the offering of
Executive Stock hereunder and has had full access to such other information
concerning the Company as she has requested.
(v) This Agreement, the Note and the Pledge Agreement
constitute the legal, valid and binding obligations of Executive,
enforceable against Executive in accordance with their respective terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, by general equitable principles (regardless of
whether such enforceability is considered in a proceeding in equity or at
law) or by an implied covenant of good faith and fair dealing. The
execution, delivery and performance of this Agreement, the Note and the
Pledge Agreement by Executive do not and will not conflict with, violate or
cause a breach of any agreement, contract or instrument to which Executive
is a party or any judgment, order or decree to which Executive is subject.
(c) Executive Acknowledgment. As an inducement to the Company to
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issue the Executive Stock to Executive, and as a condition thereto, Executive
acknowledges and agrees, on the Closing Date, that neither the issuance of the
Executive Stock to Executive nor any provision contained herein shall entitle
Executive to remain in the employment of the Company or affect the right of the
Company to terminate Executive's employment at any time for any reason.
(d) Company and Executive Acknowledgment. The Company and Executive
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acknowledge and agree that this Agreement, the Note and the Pledge Agreement
have been executed and delivered, and the shares of Executive Stock have been
issued hereunder, in connection with and as a part of the compensation and
incentive arrangements between the Company and Executive.
(e) Representations and Warranties of the Company. In connection with
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the purchase and sale of Executive Stock hereunder, the Company hereby
represents and warrants to Executive as set forth below.
(i) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.
(ii) The execution, delivery and performance of this Agreement
and the Pledge Agreement, and the making of the loan in the principal
amount of $281,250 pursuant to which the Note is being made by Executive
have been duly authorized by the Company. This Agreement and the Pledge
Agreement constitute valid and binding obligations of the Company
enforceable against it in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws relating to or affecting creditors'
rights generally, by
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general equitable principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law) or by an implied covenant
of good faith and fair dealing.
(iii) Any shares of the Company's capital stock acquired
hereunder shall, upon payment of the Purchase Price by Executive as
provided herein, be fully paid and nonassessable.
Section 2. Demand Registration.
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(a) On any date after the one-year anniversary of the date hereof, if
the Executive shall in writing state that she desires to sell Registrable
Securities in the public securities markets and requests the Company to effect
the registration under the Securities Act of Registrable Securities, the Company
shall promptly use its best efforts to effect the registration under the
Securities Act of the Registrable Securities which the Company has been so
requested to register.
(b) Anything contained in Section 2(a) to the contrary
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notwithstanding, the Company shall not be obligated to effect any registration
under the Securities Act pursuant to Section 2(a) except in accordance with the
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following provisions:
(i) The Company shall not be obligated to use its best efforts
to file and cause to become effective (A) more than one Registration
Statement initiated pursuant to this Section 2, or (B) any Registration
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Statement during any period in which any other Registration Statement
(other than on Form S-4 or Form S-8 promulgated under the Securities Act or
any successor forms thereto) pursuant to which shares of Common Stock are
to be or were sold has been filed and not withdrawn or has been declared
effective within the prior 90 days.
(ii) The Company may delay the filing or effectiveness of any
Registration Statement for a period of up to 120 days after the date of a
request for registration pursuant to this Section 2, if at the time of such
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request (i) the Company is engaged, or has fixed plans to engage within 120
days of the time of such request, in a firm commitment underwritten public
offering of shares of Common Stock in which the Executive may include
Registrable Securities pursuant to Section 3; or (ii) the Company
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reasonably determines that such registration and offering would interfere
with any material transaction involving the Company, as approved by the
Board of Directors or would be seriously detrimental to the Company;
provided, however, that the Company may only delay the filing or
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effectiveness of a Registration Statement pursuant to this Section 2(b) for
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a total of 180 days after the date of a request for registration; and
provided, further, that any such deferred filing shall not count as a
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request pursuant to this Section 2 if the Executive rescinds such request
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prior to the expiration of the deferral period.
(iii) With respect to any registration pursuant to this Section
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2, the Company may include in such registration any shares of Common Stock;
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provided, however, that if the managing underwriter advises the Company
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that the inclusion of all Registrable Securities and/or other shares of
Common Stock proposed to be included in such registration would interfere
with the successful marketing (including pricing) of the
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Registrable Securities proposed to be included in such registration, then
the number of Registrable Securities and/or other shares of Common Stock
proposed to be included in such registration shall be included in the
following order:
(A) first, the Registrable Securities requested to be
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included in such registration;
(B) second, the shares of Common Stock the Company proposes
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to register; and
(C) third, any other shares of Common Stock held by holders
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who are entitled to registration rights.
(c) At any time after filing but before the Registration Statement
covering Registrable Securities becomes effective, the Executive may request the
Company to withdraw or not to file the Registration Statement. In that event, if
such request of withdrawal shall not have been caused by, or made in response
to, (i) the material adverse effect of an event on the business, properties,
condition, financial or otherwise, or operations of the Company or (ii) a
material adverse change in the financial markets, the Executive shall have used
her demand registration right under this Section 2 and the Company shall no
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longer be obligated to register Registrable Shares pursuant to the exercise of
such one registration right pursuant to this Section 2 unless the Executive
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shall pay to the Company the expenses incurred by the Company through the date
of such request.
Section 3. Piggyback Registration.
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(a) Participation. Subject to Sections 3(b) and 6, if at any time
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after the one-year anniversary of the date hereof, the Company or any
stockholder with the right to demand registration proposes to file a
Registration Statement (other than a registration on Form S-4 or S-8 or any
successor to such Forms) with respect to the sale of any shares of Common Stock,
then the Company shall give prompt notice (the "Piggyback Notice") of such
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proposed filing to Executive. The Piggyback Notice shall offer Executive the
opportunity to register such number (subject to Section 3(b)) of Registrable
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Securities as Manager may request and shall set forth (i) the anticipated filing
date of such Registration Statement, (ii) the number of shares of Common Stock
proposed to be included in such Registration Statement and (iii) the proposed
manner of distribution. Subject to Sections 3(b) and 6 the Company shall include
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in such Registration Statement such shares of Registrable Securities for which
it has received written requests to register such shares within 10 business days
after the date of delivery of the Piggyback Notice. The Company may decline to
file a Registration Statement after giving the Piggyback Notice, or withdraw a
Registration Statement after filing and after such Piggyback Notice, but prior
to the effectiveness of the Registration Statement.
(b) Underwriter's Cutback. If a registration pursuant to this Section
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3 involves an Underwritten Offering and the managing underwriter or underwriters
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of such proposed Underwritten Offering advises or advise the Company that in its
or their opinion the number of securities requested to be included in such
registration, or the inclusion of selling stockholders, would be reasonably
likely to adversely affect the price, timing or distribution of the securities
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offered, then the Company will include in such registration (i) first, 100% of
the securities the Company, or the person initiating such registration, proposes
to register, and (ii) the number of shares of Common Stock which other holders
of Common Stock (including Executive) have requested be included in such
registration, which in the opinion of the managing underwriter or underwriters
can be sold without such adverse effect, selected pro rata from among such other
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holders based upon their relative proportionate total holdings of Common Stock.
(c) Expenses. The Company will pay all Registration Expenses
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otherwise allocable to Executive in connection with such registration.
(d) Certain Definitions. For purposes of Section 2 and this Section
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3.
"Prospectus" means the prospectus included in any Registration
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Statement, as amended or supplemented by any prospectus supplement, including
post-effective amendments and all material incorporated by reference in such
prospectus.
"Registrable Securities" means all shares of Executive Stock held by
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Executive immediately following the Closing; provided, however, that any
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Registrable Securities shall cease to be Registrable Securities when (i) a
Registration Statement with respect to the sale of such Registrable Securities
has been declared effective under the Securities Act and such Registrable
Securities have been disposed of in accordance with the plan of distribution set
forth in such Registration Statement, (ii) such Registrable Securities are
distributed pursuant to Rule 144 (or any similar provision then in force) under
the Securities Act, (iii) such Registrable Securities shall have been otherwise
transferred and new certificates for them not bearing a legend restricting
further transfer under the Securities Act shall have been delivered by the
Company, or (iv) such Registrable Securities are permitted to be disposed of
pursuant to Rule 144 under the Securities Act without limitation pursuant to
Rule 144(k); and provided further, that any securities that have ceased to be
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Registrable Securities cannot thereafter become Registrable Securities and any
security that is issued or distributed in respect of securities that have ceased
to be Registrable Securities is not a Registrable Security.
"Registration Expenses" means all expenses incident to the Company's
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performance of or compliance with Section 3, including (i) all registration and
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filing fees, and any other fees and expenses associated with filings required to
be made with any stock exchange, the SEC and the NASD, (ii) all fees and
expenses of compliance with state securities or blue sky laws (including fees
and disbursements of counsel for the underwriters in connection with blue sky
qualifications of the Registrable Securities under the laws of such
jurisdictions as the managing underwriters may designate), (iii) all printing
and related messenger and delivery expenses (including expenses of printing
certificates for the shares in a form eligible for deposit with The Depository
Trust Company and of printing Prospectuses), (iv) all fees and disbursements of
counsel for the Company and of all independent certified public accountants of
the Company (including the expenses of any special audit and "cold comfort"
letters required by or incident to such performance), (v) Securities Act
liability insurance if the Company so desires, (vi) all fees and expenses
incurred in connection with the listing of the Registrable Securities on any
securities exchange, and (vii) all fees and disbursements of underwriters
customarily paid by the issuers or sellers of securities, excluding underwriting
discounts and commissions and transfer taxes, if any, and excluding fees and
disbursements of counsel to underwriters (other
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than such fees and disbursements incurred in connection with any registration or
qualification of shares under the securities or blue sky laws of any state).
"Registration Statement" means any registration statement of the
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Company which covers any of the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus, as amended by any
Prospectus supplement (including post-effective amendments), all material
information incorporated by reference in such Prospectus, amendments and
supplements to such Registration Statement (including post-effective
amendments), and all exhibits and all material incorporated by reference in such
Registration Statement.
Section 4. Additional Restrictions on Transfer.
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(a) Legend. The certificates representing the Executive Stock sold
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to Executive hereunder or otherwise received by Executive shall bear the
following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED AS OF
JANUARY 11, 2001, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR
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TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.
(b) Opinion of Counsel. No holder of Executive Stock may Transfer any
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Executive Stock (except pursuant to an effective registration statement under
the Securities Act) without first delivering to the Company an opinion of
counsel reasonably satisfactory to the Company (which counsel shall be
knowledgeable in securities law matters), which opinion shall be acceptable in
form and substance to the Company, that registration under the Securities Act is
not required in connection with such Transfer.
(c) Holdback. Each holder of Executive Stock agrees not to effect any
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public sale or distribution of any equity securities of the Company, or any
securities convertible into or exchangeable or exercisable for such securities,
during the seven days prior to and the 180 days after the effectiveness of any
underwritten registration of securities of the Company, except as part of such
underwritten registration if otherwise permitted, if required by the managing
underwriter or underwriters in connection with such underwritten registration.
Section 5. Definition of Executive Stock. For all purposes of this
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Agreement, Executive Stock shall continue to be Executive Stock in the hands of
any holder other than Executive, and each such other holder of Executive Stock
shall succeed to all rights and obligations attributable to Executive as a
holder of Executive Stock hereunder. Executive Stock shall also include (a)
shares of the Company's capital stock issued with respect to shares of Executive
Stock by way of a stock split, stock dividend, merger, consolidated,
reorganization or other recapitalization, and (b) shares of the Company's
capital stock issued upon conversion or exchange of any of the Executive Stock.
Notwithstanding the foregoing, shares of Executive
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Stock shall cease to be Executive Stock and shall no longer be subject to the
limitations and restrictions contained herein, when such shares have been
acquired by any purchaser pursuant to (i) an offering registered with the
Securities and Exchange Commission or (ii) a transaction under Rule 144 or
similar rule then in effect under the Securities Act.
Section 6. Participation in Underwritten Offerings. No person may
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participate in any underwritten offering pursuant to Section 3 unless such
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person (a) agrees to sell such person's securities on the basis provided in any
underwriting arrangements approved by the persons entitled to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.
Section 7. Notices. All notices, demands and other communications to be
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given or delivered under or by reason of the provisions of this Agreement shall
be in writing and shall be deemed to have been given (a) when personally
delivered, sent by telecopy (with hard copy to follow) or overnight express
courier, or (b) five days following mailing by certified or registered mail,
postage prepaid and return receipt requested. Notices, demands and
communications to the Company, and Executive shall, unless another address is
specified in writing, be sent to the respective address or telecopy number
indicated below.
(i) Notices to the Company:
▇▇▇▇▇ Medical Corp.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Chairman of the Board
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇
with a copy to:
▇'▇▇▇▇▇▇▇▇ Graev & Karabell LLP
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.;
(ii) Notices to Executive:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇
Section 8. Severability. Whenever possible, each provision of this
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Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, and such invalid, void or
otherwise unenforceable provisions shall be null and void. It is the intent of
the parties, however, that any invalid, void or otherwise unenforceable
provisions be automatically replaced by other provisions which are as similar as
possible in terms to such invalid, void or otherwise unenforceable provisions
but are valid and enforceable to the fullest extent permitted by law.
Section 9. Entire Agreement. This Agreement constitutes the entire
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agreement between the parties hereto and supersedes all prior agreements and
understandings, oral and written, among the parties hereto with respect to the
subject matter hereof.
Section 10. Counterparts. This Agreement may be executed in separate
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counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
Section 11. Successors and Assigns. To the extent applicable, this
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Agreement is intended to bind and inure to the benefit of and be enforceable by
Executive and the Company and their respective successors and assigns, except
that Executive may not assign any of Executive's rights or obligations hereunder
(except as expressly provided herein).
Section 12. Remedies. Each of the parties to this Agreement shall be
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entitled to enforce its or her rights under this Agreement specifically, to
recover damages by reason of any breach of any provision of this Agreement and
to exercise all other rights existing in its or her favor. The parties hereto
agree and acknowledge that money damages may not be an adequate remedy for any
breach of the provisions of this Agreement and that any party may in its or her
sole discretion apply to any court of law or equity of competent jurisdiction
for preliminary injunctive relief, temporary restraining orders and/or any other
temporary equitable remedies in order to enforce or prevent any violations of
the provisions of this Agreement.
Section 13. Amendments and Waivers. Any provision of this Agreement may be
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amended or waived only with the prior written consent of both parties hereto.
Section 14. No Strict Construction. The language used in this Agreement
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shall be deemed to be the language chosen by the parties hereto to express their
mutual intent, and no rule of strict construction shall be applied against any
person or entity.
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Section 15. Descriptive Headings. The descriptive headings of this
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Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
Section 16. APPLICABLE LAW; JURISDICTION; VENUE. THIS AGREEMENT SHALL BE
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GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CONNECTICUT. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR TO THE TRANSACTIONS CONTEMPLATED HEREBY ("PROCEEDINGS"), EACH PARTY
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IRREVOCABLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE
STATE OF CONNECTICUT AND THE UNITED STATES DISTRICT COURT LOCATED IN THE COUNTY
OF HARTFORD IN THE STATE OF CONNECTICUT; AND (B) WAIVES ANY OBJECTION THAT IT
MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDINGS BROUGHT IN ANY
SUCH COURT, WAIVES ANY CLAIM THAT SUCH PROCEEDINGS HAVE BEEN BROUGHT IN AN
INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH
PROCEEDINGS, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY.
Section 17. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES
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ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THE PARTIES HERETO RELATING TO THE
SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT
RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION,
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW
AND STATUTORY CLAIMS. EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT THIS WAIVER
IS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT, THAT EACH HAS ALREADY
RELIED ON THE WAIVER IN ENTERING THIS AGREEMENT AND THAT EACH WILL CONTINUE TO
RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH OF THE PARTIES HERETO
FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS
RESPECTIVE LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
TRIAL RIGHTS FOLLOWING CONSULTATION WITH SUCH LEGAL COUNSEL. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT
MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
* * * * *
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
▇▇▇▇▇ MEDICAL CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman of the Board
EXECUTIVE:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
