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STOCK PURCHASE AGREEMENT
DATED AS OF
JANUARY 29, 1997
AMONG
BONE, MUSCLE AND JOINT, INC.
AND
THE INVESTORS IDENTIFIED HEREIN
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BONE, MUSCLE AND JOINT, INC.
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As of January 29, 1997
To Each of the Parties
Named on SCHEDULE I Attached
Hereto:
Stock Purchase Agreement
Ladies and Gentlemen:
The undersigned, BONE, MUSCLE AND JOINT, INC., a Delaware corporation
(the "Corporation"), hereby agrees with each of the parties listed on SCHEDULE I
hereto (each, an "Investor," and, collectively, the "Investors") as follows:
SECTION 1. Issuance and Sale of Series C Preferred Stock; Closing.
1.1 Authorization of Shares. On the terms and subject to the conditions
hereof, the Corporation has authorized the issuance and sale at the Closing (as
hereinafter defined) of an aggregate of 185,000 shares (the "Shares") of the
Series C Convertible Preferred Stock, $.01 par value (the "Series C Preferred
Stock"), of the Corporation.
1.2 Agreement to Purchase and Sell the Shares. At the Closing, the
Corporation is selling to each Investor, and each Investor is severally
purchasing from the Corporation, upon the terms and subject to the conditions
hereinafter set forth, that number of Shares set forth opposite the name of such
Investor on SCHEDULE I hereto, at a purchase price of $3.00 per Share.
1.3 The Closing. The closing (the "Closing") hereunder with respect to
the purchase of the Shares is taking place on the date hereof at the offices of
▇'▇▇▇▇▇▇▇▇ Graev & Karabell, LLP, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, simultaneously with the execution and delivery of this Agreement (the
date hereof being sometimes referred to herein as the "Closing Date").
1.4 Delivery of Shares to the Investors. At the Closing, the
Corporation shall deliver to each Investor a certificate representing that
number of Shares set forth opposite such Investor's name on SCHEDULE I
registered in the name of such
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Investor and dated the Closing Date. Delivery to each Investor of the
Shares to be purchased by such Investor hereunder shall be made against receipt
by the Corporation of a check payable to the Corporation, or a wire transfer to
an account designated by the Corporation, in either case in an amount equal to
the full amount of the purchase price for such Shares being purchased by such
Investor (such amount being determined by multiplying (i) the number of Shares
being purchased by such Investor by (ii) $3.00).
SECTION 2. Representations and Warranties of the Corporation. The
Corporation hereby represents and warrants to the Investors as follows:
2.1 Organization. The Corporation is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
The Corporation has all requisite corporate power and authority to own and lease
its properties, to carry on its business as presently conducted and to carry out
the transactions contemplated hereby.
2.2 Capitalization. The authorized capital stock of the Corporation
immediately upon consummation of the transactions contemplated hereby shall
consist of:
(a) 15,000,000 shares of Common Stock, $.001 par value (the "Common
Stock"), of which (i) 5,790,000 shares will be validly issued and outstanding,
fully paid and nonassessable; and (ii) 1,250,000 shares will be reserved for
issuance to senior management employees pursuant to the Corporation's 1996 Stock
Option Plan (the "Stock Option Plan"); and
(b) 6,685,000 shares of preferred stock, $.01 par value (the
"Preferred Stock"), of the Corporation, of which (i) 999,999 shares will be
designated Series A Preferred Stock and all of such shares will be validly
issued and outstanding, fully paid and nonassessable; (ii) 999,999 shares will
be designated Series A-1 Preferred Stock and all of such shares will be reserved
for issuance upon conversion of the Series A Preferred Stock; (iii) 2,000,001
shares will be designated Series B Preferred Stock and all of such shares will
be validly issued and outstanding, fully paid and nonassessable; (iv) 2,000,001
shares will be designated Series B-1 Preferred Stock and all of such shares will
be reserved for issuance upon conversion of the Series B Preferred Stock
pursuant to Section 6 of Article IV of the Amended and Restated Certificate of
Incorporation; and (v) 185,000 shares will be designated Series C Preferred
Stock and all of such shares will be validly issued and outstanding, fully paid
and nonassessable.
Except for Common Stock issuable upon conversion of shares of Series A Preferred
Stock, Series B Preferred Stock and Series C Preferred Stock and pursuant to the
Stock Option Plan, and upon the consummation of the transactions contemplated
hereby, there
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will be no (i) outstanding warrants, options, agreements, convertible securities
or other commitments or instruments pursuant to which the Corporation is or may
become obligated to issue or sell any shares of capital stock or other
securities of the Corporation or (ii) preemptive or similar rights to purchase
or otherwise acquire shares of capital stock of the Corporation pursuant to any
provision of law, the Amended and Restated Certificate of Incorporation or
By-laws of the Corporation or any agreement to which the Corporation is party or
otherwise.
2.3 Authorization. The execution, delivery and performance by the
Corporation of this Agreement and the consummation of the transactions
contemplated hereby and thereby have been duly authorized by all requisite
corporate action on the part of the Corporation, and this Agreement has been
duly executed and delivered by the Corporation and constitutes the valid and
binding obligation of the Corporation, enforceable in accordance with its terms,
except as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or similar laws relating to or affecting the
rights and remedies of creditors and debtors, and equitable principles
generally, regardless of whether such principles are considered in a proceeding
at equity or at law. The execution, delivery and performance of this Agreement
and compliance with the provisions hereof and thereof by the Corporation will
not (a) violate in any material respect any law or statute or order, judgment or
decree of any court, administrative agency or other governmental body applicable
to the Corporation or its properties or assets or (b) conflict in any material
respect with or result in any material breach of any of the terms or provisions
or constitute (with due notice or lapse of time, or both) a default under the
Amended and Restated Certificate of Incorporation or By-laws of the Corporation
or any material note, indenture, mortgage, lease agreement or other material
agreement, contract or instrument to which the Corporation is a party or by
which it or any of its properties or assets may be bound or affected.
2.4 Consents or Approvals Required. Except for (a) the filing of any
notice which may be required under applicable Federal or state securities law
(which, if required, has been or shall be filed on a timely basis as may be so
required) and (b) the approval of certain stockholders of the Company (which
approval has been obtained), no authorization, consent, approval or other order
of, or declaration to or filing with, any governmental agency or body or other
person or entity is required for the valid authorization, execution, delivery
and performance by the Corporation of this Agreement.
2.5 Authorization of Shares. The issuance, sale and delivery of the
Shares have been duly authorized by all requisite corporate action of the
Corporation and when issued, sold and delivered in accordance with the terms of
this Agreement, the Shares will be validly issued and outstanding, fully paid
and
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nonassessable and will not be subject to preemptive or other similar rights
of the stockholders of the Corporation or others.
2.6 Litigation. There are no actions, suits, proceedings or
investigations pending against the Corporation before any court or governmental
agency, nor to the best of the Corporation's knowledge, is there any action,
suit, proceeding or investigation pending or threatened affecting the
Corporation's properties, assets or operations or its right to employ or retain
any of its employees or consultants.
2.7 Use of Proceeds. The net proceeds received by the Corporation from
the sale of the Shares shall be used by the Corporation for general working
capital purposes as determined by the Board of Directors from time to time.
SECTION 3. Representations and Warranties of the Investors. Each
Investor hereby severally represents and warrants to the Corporation as follows:
3.1 Authorization. The execution, delivery and performance by such
Investor of this Agreement and the consummation of the transactions contemplated
hereby and thereby have been duly authorized by all requisite action on the part
of such Investor, and this Agreement has been duly executed and delivered by
such Investor and constitutes the valid and binding obligation of such Investor,
enforceable in accordance with its terms, except as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
similar laws relating to or affecting the rights and remedies of creditors and
debtors and equitable principles generally, regardless of whether such
principles are considered in a proceeding at equity or at law. The execution,
delivery and performance of this Agreement and compliance with the provisions
hereof and thereof by such Investor will not (a) violate in any material respect
any law or statute or order, judgment or decree of any court, administrative
agency or other governmental body applicable to such Investor or its properties
or assets or (b) conflict in any material respect with or result in any material
breach of any of the terms or provisions or constitute (with due notice or lapse
of time, or both) a default under the organizational document of such Investor
or any note, indenture, mortgage, lease agreement or other material agreement,
contract or instrument to which such Investor is a party or by which such
Investor or any of such Investor's properties or assets may be bound or
affected.
3.2 Accredited Investor. Such Investor is an "accredited investor" (as
such term is defined in Rule 501 of Regulation D promulgated under the
Securities Act of 1933, as amended (the "Securities Act")).
3.3 Investor Intent. Such Investor is acquiring the Shares for its own
account, for investment and not with a view
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to, or for resale in connection with, any distribution thereof, nor with any
present intention of distributing or reselling the same or any part thereof in
any transactions that would be in violation of the Securities Act or any state
securities or "blue-sky" laws.
3.4 Restricted Securities. Such Investor understands (i) that the
Shares will not be registered under the Securities Act or any state securities
or "blue-sky" laws by reason of their issuance in a transaction exempt from the
registration requirements of the Securities Act or any state securities or
"blue-sky" laws, (ii) that the Shares must be held indefinitely unless a
subsequent disposition thereof is registered under the Securities Act or any
state securities or "blue-sky" laws or is exempt from such registration, (iii)
that the Corporation is under no obligation to so register any shares of Common
Stock, except as provided in the Amended and Restated Registration Rights
Agreement dated as of November 12, 1996 among the Corporation and the Investors
named therein and (iv) that the certificate(s) evidencing the shares of Series C
Preferred Stock will be imprinted with legends that prohibit the transfer
substantially as set forth in Section 6.2(b) hereof unless they are registered
or such registration is not required.
3.5 Rule 144. Such Investor understands that the exemption from
registration afforded by Rule 144 (the provisions of which are known to such
Investor) promulgated under the Securities Act ("Rule 144") depends on the
satisfaction of various conditions and that, if applicable, Rule 144 may only
afford the basis for sales under certain circumstances only in limited amounts.
3.6 Access to Information; Experience. Such Investor has been furnished
with or has had access during the course of this transaction to all information
necessary to enable such Investor to evaluate the merits and risks of an
investment in the Corporation and such Investor has had an opportunity to
discuss with representatives of the Corporation the business and financial
affairs of the Corporation. Such Investor has conducted its own investigation
and analysis of the business and its investment in the Shares and is not relying
on the Corporation's business plan or any information or opinions contained
therein in making its decision to purchase the Shares. Such Investor has
substantial experience in evaluating and investing in private placement
transactions of securities in companies similar to the Corporation such that the
Investor is capable of evaluating the merits and the risks of its investment in
the Corporation and has the capacity to protect such Investor's own interests in
making this investment in the Corporation. Such Investor can afford to suffer a
complete loss of its investment in the Shares.
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SECTION 4. Conditions Precedent to Obligations of Investors. The
respective several obligations of the Investors to purchase and pay for the
Shares on the Closing Date, are subject to the following conditions precedent:
4.1 Corporate Proceedings; Consents; Etc. All corporate and/or other
proceedings to be taken by the Corporation, its officers, directors and
stockholders and all waivers and consents to be obtained by the Corporation in
connection with the transactions contemplated by this Agreement shall have been
taken or obtained.
4.2 Representations and Warranties. The representations and warranties
of the Corporation contained in Section 2 shall be true and correct in all
material respects.
4.3 Blue Sky Matters. All consents, approvals, qualifications and/or
registrations required to be obtained or effected under any applicable state
securities or "blue-sky" laws in connection with the execution and delivery of
the Shares shall have been obtained or effected.
4.4 Filing of Amended and Restated Certificate of Incorporation. An
Amended and Restated Certificate of Incorporation in the form of EXHIBIT A
attached hereto setting forth the designations and preferences of the Series C
Preferred Stock shall have been filed with, and accepted by, the Secretary of
State of the State of Delaware, and evidence of such filing and acceptance, in
form satisfactory to the Investors, shall have been made available to the
Investors.
SECTION 5. Conditions Precedent to Obligations of Corporation. The
obligation of the Corporation to issue and sell the Shares on the Closing Date
is subject to the following conditions precedent:
5.1 Representations and Warranties. The representations and warranties
of the Investors contained in Section 3 shall be true and correct in all
material respects.
5.2 Blue Sky Matters. All consents, approvals, qualifications and/or
registrations required to be obtained or effected under any applicable state
securities or "blue-sky" laws in connection with the execution and delivery of
the Shares shall have been obtained or effected.
5.3 Payment of Purchase Price. Each Investor shall have delivered the
full purchase price payable by such Investor hereunder as specified in Section
1.2 hereof.
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SECTION 6. Affirmative Covenants.
6.1 Information Rights. The Corporation agrees to provide each of the
Investors with the following:
(a) General. The Corporation will permit such persons on reasonable
notice to visit and inspect during normal business hours any of the properties
of the Corporation, to examine its books and records, to make copies thereof and
to take extracts therefrom and to discuss its affairs, finances and accounts
with, and to be advised as to the same by, its officers, consultants, counsel
and accountants, at such reasonable times as such persons may desire. In
addition, the Corporation will provide to such persons such other information as
from time to time may reasonably be requested.
(b) Monthly Statements. Within 30 days after the end of each
monthly accounting period, an unaudited consolidated financial report of the
Corporation, prepared in accordance with generally accepted accounting
principles consistently applied, except that such financial statements shall not
include footnotes and shall be subject to normal year-end audit adjustments,
including, with respect to such monthly accounting period, the following:
(i) a profit and loss statement for such monthly accounting period,
together with a cumulative profit and loss statement from the first day of the
current year to the last day of such monthly accounting period;
(ii) a balance sheet as at the last day of such monthly accounting
period;
(iii) a statement of cash flow for such monthly accounting period
on a cumulative basis for the fiscal year to date; and
(iv) a comparison between the actual figures for such monthly
accounting period, the comparable figures (with respect to clauses (i) and (ii)
only) for the prior year (if any) and the comparable figures included in the
Budget (as hereinafter defined) for such monthly accounting period.
(c) Quarterly Reports. As soon as available, but not later than 45
days after the end of each quarterly accounting period, an unaudited
consolidated financial report of the Corporation, prepared in accordance with
generally accepted accounting principles consistently applied, except that such
financial statements shall not include footnotes and shall be subject to normal
year-end audit adjustments, containing the information contemplated by Sections
6.1(b)(i)-(iv) with respect to such quarterly accounting period.
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(d) Annual Reports. As soon as available, but not later than 120
days after the end of each fiscal year of the Corporation, audited financial
statements of the Corporation, which shall include a statement of cash flows and
statement of operations for such fiscal year and a balance sheet as at the last
day thereof, each prepared in accordance with generally accepted accounting
principles, consistently applied, and accompanied by the report of a firm of
independent certified public accountants of recognized standing selected by the
Board of Directors of the Corporation (the "Accountants").
(e) Termination of Information Rights. Notwithstanding the
foregoing provisions of this Section 6.1, the rights of the Investors and the
obligations of the Corporation under said Section 6.1 shall terminate upon the
consummation of the initial underwritten public offering of the Common Stock of
the Corporation.
6.2 Transfer of Securities.
(a) Restrictions on Transfer. Each Investor acknowledges that the
Shares have not been registered under the Securities Act, that such shares are
being issued pursuant to an exemption from registration under the Securities Act
and that such shares constitute "restricted securities" under Rule 144.
Accordingly, the Shares held by the Investors shall not be sold, transferred,
assigned, pledged, encumbered or otherwise disposed of (each, a "Transfer")
except upon the conditions specified in this Section 6.2, which conditions are
intended to ensure compliance with the provisions of the Securities Act and this
Agreement.
(b) Restrictive Legends. Each certificate for shares of Preferred
Stock held by the Investors and each certificate for any such securities issued
to subsequent transferees of any such certificate shall (unless otherwise
permitted by the provisions of Sections 6.2(c) and 6.2(d)) be stamped or
otherwise imprinted with legends in substantially the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES OR
"BLUE-SKY" LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
SAID ACT OR LAWS. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS
SUBJECT TO THE CONDITIONS SPECIFIED IN SECTION 6.2 OF THE STOCK
PURCHASE AGREEMENT DATED AS OF JANUARY 29, 1997, AMONG BONE, MUSCLE
AND JOINT, INC. AND THE OTHER PARTIES THERETO, AND NO TRANSFER OF
THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS
HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO
COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS
CERTIFICATE TO THE SECRETARY OF BONE, MUSCLE AND JOINT, INC."
"THE SALE, TRANSFER, ASSIGNMENT, PLEDGE OR ENCUMBRANCE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF THE
HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN RESPECT
OF THE ELECTION OF DIRECTORS ARE SUBJECT TO THE TERMS AND
CONDITIONS OF THE SECOND AMENDED AND RESTATED STOCKHOLDERS
AGREEMENT DATED AS OF NOVEMBER 22, 1996, AMONG BONE, MUSCLE AND
JOINT, INC. AND THE HOLDERS OF THE OUTSTANDING CAPITAL STOCK OF
SUCH CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO
COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS
CERTIFICATE TO THE SECRETARY OF BONE, MUSCLE AND JOINT, INC."
(c) Notice of Transfer. Each Investor agrees, prior to any Transfer
of the Shares, to give written notice to the Corporation of such Investor's
intention to effect such Transfer and to comply in all other respects with the
provisions of this Section 6.2. Each such notice shall describe the manner and
circumstances of the proposed Transfer and shall be accompanied by the written
opinion, addressed to the Corporation, of counsel for the holder of such shares,
stating that in the opinion of such counsel (which opinion and counsel shall be
reasonably satisfactory to the Corporation), such proposed Transfer does not
involve any transaction requiring registration or qualification of such shares
under the Securities Act or the securities or "blue-sky" laws of any relevant
state of the United States; PROVIDED, HOWEVER, that no such opinion of counsel
shall be necessary for a Transfer pursuant to Rule 144. Such Investor shall
thereupon be entitled to Transfer such shares in accordance with the terms of
the notice delivered by such Investor to the Corporation. Each certificate or
other instrument evidencing the securities issued upon the Transfer of any such
shares (and each certificate or other instrument evidencing any untransferred
balance of such shares) shall bear the legend set forth in Section 6.2(b) unless
(a) in such opinion of counsel, registration of any future Transfer is not
required by the applicable provisions of the Securities Act and applicable state
securities or "blue-sky" laws or (b) the Corporation shall have waived the
requirement of such legends; PROVIDED, HOWEVER, that such legend shall not be
required on any certificate or other instrument evidencing the securities issued
upon such Transfer in the event such Transfer shall be made in compliance with
the requirements of Rule 144. No Investor shall Transfer any shares of Preferred
Stock until such opinion of counsel has been given
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(unless waived by the Corporation or unless such opinion is not required in
accordance with the provisions of this Section 6.2).
(d) Removal of Legends, Etc. Notwithstanding the foregoing
provisions of this Section 6.2, the restrictions imposed by this Section 6.2
upon the transferability of any shares of the capital stock of the Corporation
held by the Investors shall cease and terminate when (a) any such shares are
sold or otherwise disposed of pursuant to an effective registration statement
under the Securities Act or as otherwise contemplated by Section 6.2(c) and,
pursuant to Section 6.2(c), the securities so transferred are not required to
bear the legend set forth in Section 6.2(b) or (b) the holder of such shares has
met the requirements for Transfer of such shares pursuant to subparagraph (k) of
Rule 144. Whenever the restrictions imposed by this Section 6.2 shall terminate,
as herein provided, each Investor holding shares as to which such restrictions
have terminated shall be entitled to receive from the Corporation, without
expense, a new certificate not bearing the restrictive legend set forth in
Section 6.2(b) and not containing any other reference to the restrictions
imposed by this Section 6.2.
SECTION 7. Expenses. Each of the Corporation, on the one hand, and
the Investors, on the other hand, shall bear their own fees and expenses
incurred in connection with the preparation for and consummation of the
transactions contemplated by this Agreement.
SECTION 8. Notices. All notices, advices and communications to be given
or otherwise made to any party to this Agreement shall be deemed to be
sufficient if contained in a written instrument delivered in person or by
telecopier or duly sent by first class registered or certified mail, return
receipt requested, postage prepaid, or by overnight courier, addressed to such
party at the address set forth below or at such other address as may hereafter
be designated in writing by the addressee to the addresser listing all parties:
(a) if to the Corporation, to:
Bone, Muscle and Joint, Inc.
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Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, M.D.
President
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
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with a copy to:
▇'▇▇▇▇▇▇▇▇ Graev & Karabell, LLP
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇; and
(b) if to the Investors, to their respective addresses set forth on
SCHEDULE I;
or to such other address as the party to whom notice is to be given may
have furnished to the other parties hereto in writing in accordance herewith.
Any such notice or communication shall be deemed to have been delivered and
received (i) in the case of personal delivery or delivery by telecopier, on the
date of such delivery, (ii) in the case of nationally-recognized overnight
courier, on the next business day after the date when sent and (iii) in the case
of mailing, on the third business day following that on which the piece of mail
containing such communication is posted. As used in this Section 8, "business
day" shall mean any day other than a day on which banking institutions in the
State of New York are legally closed for business.
SECTION 9. Successors and Assigns. Except as otherwise expressly
provided herein, this Agreement shall bind and inure to the benefit of the
parties hereto and the respective successors and permitted assigns of the
parties hereto.
SECTION 10. Amendments. The terms and provisions of this Agreement may
only be amended or waived with the written consent of the Corporation and
Investors holding at least 80% of the Shares.
SECTION 11. Entire Agreement. This Agreement and the other writings
referred to herein or delivered pursuant hereto which form a part hereof contain
the entire agreement among the parties with respect to the subject matter hereof
and supersede all prior and contemporaneous arrangements or understandings with
respect thereto.
SECTION 12. Counterparts. This Agreement may be executed in any number
of counterparts, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.
SECTION 13. Headings. The headings of the various sections of this
Agreement have been inserted for convenience of reference only and shall not be
deemed to be a part of this Agreement.
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SECTION 14. Relationship among Investors. No Investor shall have any
responsibility for any representations, warranties, acts, or omissions of any
other Investor. Each Investor is entering into this Agreement for and on behalf
of such Investor only, and no partnership, joint venture, unincorporated
association, or any other legal entity is intended to be formed by or among the
Investors as a result of or in connection with this Agreement. The parties have
chosen to execute a single instrument for convenience only, and this Agreement
shall be construed as separate and several agreements between the Corporation
and each of the respective Investors for all purposes other than Section 10
hereof.
SECTION 15. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed wholly therein (without reference to any
principles of conflicts of laws).
* * * *
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IN WITNESS WHEREOF, each of the undersigned has caused this Stock
Purchase Agreement to be executed as of the date first written above.
BONE, MUSCLE AND JOINT, INC.
By:_________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇, M.D.
President and Chief
Executive Officer
INVESTORS:
____________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, M.D.
The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Revocable Trust dated May 14, 1990
By:_________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D.,
co-trustee
By:_________________________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, co-trustee
____________________________________
▇▇▇▇▇ ▇. ▇▇▇, M.D.
▇▇▇▇▇ ▇▇▇▇▇▇, Inc., Custodian for
▇▇▇▇ ▇▇▇▇▇▇▇▇, M.D. ▇▇▇
#196-62356-1-4-121 rollover
By:_________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, M.D.
The Hanker Living Trust
By:_________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, co-trustee
By:_________________________________
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, co-trustee
▇▇▇▇▇ ▇▇▇▇▇▇, Inc., Custodian for
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, M.D. ▇▇▇
#571-62777-1-9-154 rollover
By:_________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, M.D.
____________________________________
▇▇▇▇▇▇▇▇ ▇. Jaivin, M.D.
Karzel Family Trust
By:_________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D.,
co-trustee
By:_________________________________
▇▇▇▇▇ ▇▇▇▇▇▇, co-trustee
____________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, M.D.
____________________________________
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, M.D.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Trustees of the Moldawer Family Trust
dated May 6, 1990
By:_________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, M.D.,
co-trustee
By:_________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, co-trustee
____________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D.
▇▇▇▇▇▇▇▇▇▇▇ & Co., Inc., Custodian for
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ rollover
A/C #▇▇▇-▇▇▇▇▇-▇▇
By:_________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, M.D.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇ ▇▇▇▇▇▇
Family Trust
By:_________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D.,
co-trustee
By:_________________________________
▇▇▇ ▇▇▇ ▇▇▇▇▇▇, co-trustee
____________________________________
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ LAW CORPORATION
RETIREMENT TRUST
By:_________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, co-trustee
By:_________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇, co-trustee
Schedule I
----------
Aggregate
Investor Number of Shares Purchase Price
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, M.D.
c/o Southern California Orthopedic
Institute Medical Group
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ 6,000 $18,000
The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ Revocable Trust
dated May 14, 1990
c/o Southern California Orthopedic
Institute Medical Group
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ 16,375 49,125
▇▇▇▇▇ ▇. ▇▇▇, M.D.
c/o Southern California Orthopedic
Institute Medical Group
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ 16,375 49,125
▇▇▇▇▇ ▇▇▇▇▇▇, Inc., Custodian for
▇▇▇▇ ▇▇▇▇▇▇▇▇, M.D. ▇▇▇
#196-62356-1-4-121 rollover
c/o Southern California Orthopedic
Institute Medical Group
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ 16,375 49,125
The Hanker Living Trust
c/o Southern California Orthopedic
Institute Medical Group
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ 16,375 49,125
▇▇▇▇▇ ▇▇▇▇▇▇, Inc., Custodian for
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, M.D.
▇▇▇ #571-62777-1-9-154 rollover
c/o Southern California Orthopedic
Institute Medical Group
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ 16,375 49,125
Aggregate
Investor Number of Shares Purchase Price
▇▇▇▇▇▇▇▇ ▇. Jaivin, M.D.
c/o Southern California Orthopedic
Institute Medical Group
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ 1,667 5,001
Karzel Family Trust
c/o Southern California Orthopedic
Institute Medical Group
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ 16,375 49,125
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
c/o Southern California Orthopedic
Institute Medical Group
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ 3,333 9,999
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, M.D.
c/o Southern California Orthopedic
Institute Medical Group
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ 5,000 15,000
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, Trustees of the Moldawer
Family Trust dated May 6, 1990,
as amended
c/o Southern California Orthopedic
Institute Medical Group
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ 16,375 49,125
▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D.
c/o Southern California Orthopedic
Institute Medical Group
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ 8,333 24,999
▇▇▇▇▇▇▇▇▇▇▇ & Co., Inc., Custodian
for ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ rollover
A/C #▇▇▇-▇▇▇▇▇-▇▇
c/o Southern California Orthopedic
Institute Medical Group
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ 11,333 33,999
Aggregate
Investor Number of Shares Purchase Price
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇
▇▇▇▇▇▇ Family Trust
c/o Southern California Orthopedic
Institute Medical Group
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ 16,375 49,125
▇▇▇▇▇ ▇▇▇▇▇
c/o Southern California Orthopedic
Institute Medical Group
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ 8,333 24,999
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ Law
Corporation Retirement Trust
1900 Avenue of the Stars
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and
▇▇▇▇ ▇. ▇▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ 8,333 24,999