EXHIBIT 10.32
SURGX CORPORATION
CLASS A COMMON STOCK PURCHASE AGREEMENT
THIS CLASS A COMMON STOCK PURCHASE AGREEMENT (the "Agreement") is made
and entered into as of the day of July 1997, between SurgX Corporation, a
Delaware corporation (the "Company"), and Iriso Electronics Limited ("Iriso").
WHEREAS, the Company desires to sell Three Hundred Thirty-Three Thousand
Three Hundred Thirty-Three (333,333) of its authorized but unissued shares of
Series A Common Stock (such shares being sometimes referred to herein as the
"Shares") to Iriso for cash consideration of $1.5000015 per share in United
States currency in accordance with the terms hereof; and
WHEREAS, Iriso desires to purchase the Shares from the Company.
IT IS HEREBY AGREED AS FOLLOWS:
1.0 BASIC TERMS OF PURCHASE AND SALE.
1.1 PURCHASE AND SALE OF CLASS A COMMON STOCK. Subject to the terms
and conditions of this Agreement, Iriso agrees to purchase from the Company, and
the Company agrees to sell and issue to Iriso at the Closing, Three Hundred
Thirty-Three Thousand Three Hundred Thirty-Three (333,333) shares of the
Company's authorized but unissued Class A Common Stock for cash at a purchase
price equal to $1.5000015 per share, with the aggregate amount to be paid by
Iriso at the Closing.
1.2 CLOSING. The closing with respect to the purchase and sale of
the Shares hereunder (the "Closing") shall be held at the offices of the Company
on or about July __, 1997 at 10:00 a.m., or at such other time and place as the
Company and Iriso may mutually agree.
1.3 PAYMENT AND DELIVERY. At the Closing, the Company shall deliver
to Iriso a certificate representing the Shares, against delivery to the Company
by Iriso of a check payable to the order of the Company in the amount of Five
Hundred Thousand Dollars ($500,000) (or such funds may be deposited in the
Company's bank account by wire transfer), or any combination thereof.
2.0 REPRESENTATIONS OF IRISO.
Iriso represents and warrants that:
2.1 Iriso understands that the Shares are highly speculative and that
there can be no assurance as to what return, if any, there may be on its
purchase. Iriso has evaluated the risks of making this investment in the
Shares, has determined that such investment is consistent with its investment
objectives, has the ability to bear the economic risk of such investment and can
afford a complete loss of the purchase price of the Shares. Iriso understands
that the Company is in the development stage and has little or no revenues and
may not have any revenues for a considerable
period of time, if ever. Iriso understands further that the Company is a
private subsidiary of a public corporation, Oryx Technology Corp., and that
the Company is controlled by Oryx Technology Corp.
2.2 Iriso has made an informed, independent judgment with respect to
the desirability of purchasing the Shares from the Company. Iriso has,
independently and without reliance upon the Company or any representations or
statements made by the Company or its representatives, made its own analysis and
decision to acquire the Shares. Iriso has had access to all the books and
records of the Company which it deems necessary to make its decision to purchase
the Shares.
2.3 Iriso is acquiring the Shares for its own account for investment
purposes only and not with a view to, or for resale in connection with, any
"distribution" thereof for purposes of the Securities Act of 1933, as amended
(the "Act").
2.4 Iriso understands that the Shares must be held indefinitely
unless subsequently registered under the Act and qualified under applicable
state securities laws or unless an exemption from such registration and
qualification is applicable to any subsequent transfer. Iriso hereby agrees
that the Shares will not be sold without registration under the Act and
qualification under applicable state securities laws or exemption therefrom.
Iriso understands that the Company has no present plans for registration or
qualification of the Shares and that the Company has no obligation to register
or to qualify the Shares for any future sale.
2.5 Iriso understands that the certificates evidencing the Shares to
be held by it will bear the legend set forth below and may bear certain
additional legends required under applicable state securities law:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND ANY SALE, TRANSFER,
PLEDGE OR OTHER DISPOSITION THEREOF MAY BE MADE ONLY (i) IN A
TRANSACTION REGISTERED UNDER SAID ACT OR (ii) IF AN EXEMPTION
FROM REGISTRATION UNDER SAID ACT OR ACT IS AVAILABLE AND IS
ESTABLISHED TO THE SATISFACTION OF THE ISSUER.
Iriso understands and agrees that any and all share certificates issued by the
Company to it in connection with the proposed acquisition may bear the
restrictive legends hereinabove described. Iriso further agrees that the
Company shall not be liable for any refusal to transfer the Shares upon the
books of the Company, except in compliance with the terms and conditions of such
restrictions.
2.6 Iriso further understands that there is no market for the Shares
and there may never be a market for the Shares, and that even if a market
develops for the Shares, as a result of the foregoing restrictions on transfer
and the representations and warranties hereunder, Iriso may not be able to sell
or dispose of the Shares, and that Iriso may thus have to bear the risk of its
investment in the Shares for a substantial period of time, or forever.
2.7 Iriso acknowledges that no one is acting as its representative in
this acquisition.
2.8 Iriso is an "Accredited Investor" as that term is defined in
Section 501(a) of Regulation D promulgated under the Act. Specifically, Iriso
is a corporation not formed for the specific purpose of acquiring the Shares,
with total assets in excess of $5,000,000.
2.9 Iriso has carefully considered, and has, to the extent it deems
necessary, discussed with the Iriso's own professional legal, tax and financial
advisers the suitability of an investment in the Shares for Iriso's particular
tax and financial situation, and Iriso has determined that the Shares are a
suitable investment.
2.10 The offer to sell the Shares was directly communicated to Iriso
by the Company. At no time was Iriso presented with or solicited by any
leaflet, newspaper or magazine article, radio or television advertisement, or
any other form of general advertising or solicited or invited to attend a
promotional meeting otherwise than in connection and concurrently with such
communicated offer.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
SurgX Corporation
By: __________________________________
Name:
Title:
Iriso Electronics Limited
By:
_____________________________________
Name:
Title:
Address: