Exhibit 10.14
AMENDMENT
TO
ASSET PURCHASE AGREEMENT
THIS AMENDMENT TO THE ASSET PURCHASE AGREEMENT ("Amendment") by and
between Accurate Designs, Inc., a Utah corporation ("Accurate Designs"), and
Rubicon Medical Corporation, a Utah corporation ("Rubicon"), originally dated
April 17, 2000, is made and entered this ____ day of March 2001, based on the
terms and conditions set forth herein.
Premises
Rubicon and Accurate Designs entered into an asset purchase agreement on
April 17, 2000, (the "Agreement"). Under the terms of the Agreement, Rubicon
acquired all of the assets of Accurate Designs for a cash and stock payment.
The cash payments were to be over time. The parties have been reviewing the
contract and want to amend some of its terms and conditions.
Agreement
Based on the foregoing premises which are incorporated herein by this
reference and other good and valuable consideration the receipt of which is
hereby acknowledged and the mutual covenants and conditions set forth herein,
the parties agree as follows:
1) Amendment. Section 2.2 Purchase Price is hereby amended to read
as follows:
2.2.1 General. The purchase price of the assets is two million
dollars ($2,000,000) which shall be paid as follows:
a) At the closing, Rubicon paid and delivered to Accurate Design,
the sum of two hundred fifty thousand dollars ($250,000);
b) On March 17, 2001, Rubicon shall deliver two hundred fifty
thousand dollars ($250,000) to Accurate Design along with eight
percent (8%) interest on such payment for the sixty day period
beginning January 17, 2001;
c) On July 31, 2001, Rubicon shall deliver two hundred fifty
thousand dollars ($250,000) to Accurate Design;
d) On December 17, 20001, Rubicon shall deliver two hundred fifty
thousand dollars ($250,000) to Accurate Design;
e) One year after Rubicon has a trading market for its securities on
the Electronic Bulletin Board or other market or exchange,
Rubicon shall deliver to Accurate Designs one million dollars
($1,000,000) of its common stock valued at one hundred percent
(100%) of the market price and the valuation shall be based on
the average closing price of the five trading days prior to
delivery of the shares.
2.2.2 Promissory Note. The above payments shall be evidenced by a
promissory note in the amount of seven hundred fifty thousand dollars
($750,000), attached hereto as exhibit "A" and made a part hereof by
this reference.
3) Security. The promissory note shall be secured by seventy five
percent of the stock of Accurate Designs on a pro rata basis so that with each
$250,000 payment, thirty three percent of the stock shall no longer secure the
payment of the note.
4) Non-Compete. If Rubicon does not complete the purchase of
Accurate Designs, it shall agree to not compete for a period of five years in
the manufacturing and sale of catheter tipping equipment.
5) Registration Rights. Those shares being delivered under Article
2.2.1(e) shall have the following registration rights.
a) Definitions. As used herein:
i) The term "register," "registered" and "registration"
refer to a registration effected by filing with the
Securities and Exchange Commission (the "SEC") a registration
statement (the "Registration Statement") in compliance with
the Securities Act of 1933, as amended (the "1933 Act") and
the declaration or ordering by the SEC of the effectiveness
of such Registration Statement.
ii) The term "Registrable Securities" means the shares of
Common Stock to be delivered pursuant to Article 2.2.1(e).
b) Agreement to Register. Rubicon hereby grants to Accurate
Designs and its assigns and subsequent purchasers of the Registrable
Securities, the registration rights set forth in this Section 5,
with respect to the Registrable Securities owned by Accurate
Designs, its assigns and subsequent purchasers of the Registrable
Securities (all hereinafter referred to as "Accurate Designs").
c) Special Demand Registration Rights. One year after Rubicon
obtains three market makers, Rubicon shall prepare and file with the
SEC a registration statement for an offering to be made on a
continuous basis pursuant to Rule 415 covering all of the
Registrable Securities which Accurate Designs or the then holder
request to be registered. The registration shall be on appropriate
form permitting registration of such securities for resale by
Accurate Designs. Rubicon shall use reasonable efforts to cause the
registration statement to be declared effective under the 1933 Act
as soon as practicable and to keep the registration continuously
effective under the 1933 Act until the date that is 90 days from the
effective date of the registration, or such shorter period ending
when (i) all Registrable Securities have been sold, or (ii) a
subsequent registration covering all Registrable Securities has been
declared effective under the 0000 Xxx.
i) If the registration or any subsequent registration
statement covering the Registrable Securities ceases to be
effective for any reason at any time during the effective
period of such registration statement as required by this
Agreement, Rubicon shall use reasonable efforts to obtain the
prompt withdrawal of any order suspending the effectiveness
thereof, and in any event shall within 30 days of such
cessation of effectiveness amend the registration statement
in a manner reasonably expected to obtain the withdrawal of
the order suspending the effectiveness thereof, of file an
additional "shelf" registration statement pursuant to Rule
415 covering all of the shares of Common Stock requested to
be registered. If a subsequent registration statement is
filed, Rubicon shall use its best efforts to cause the
subsequent registration statement to be declared effective as
soon as practicable after such filing and to keep such
registration statement continuously effective until all
shares requested to be registered are sold.
ii) Rubicon shall supplement and amend the registration
statement or statements, if required by the rules,
regulations or instructions applicable to the registration
form used by Rubicon for such registration, if required by
the 1933 Act.
e) Registration Generally. Rubicon, upon delivery of the
Registrable Securities, will pay all expenses of such
registration, including, without limitation, printing charges,
legal fees, and disbursements of counsel for Rubicon, blue sky
expenses, accounting fees, and filing fees, but not including
legal fees and disbursements of counsel to the Accurate Designs.
(i) Rubicon will take such reasonable steps which it
determines, in its sole discretion, are necessary to permit
the registration or qualification of the Registrable
Securities under the laws of any state in which a Accurate
Designs then resides on the written request to do so by such
Accurate Designs, but in no event shall Rubicon be required
to take such steps in any state other than those states in
which the Registrable Securities were originally qualified
or registered, and Rubicon shall not be obligated to execute
or file any general consent to service of process or to
qualify as a foreign corporation to do business under the
laws of any such jurisdiction. When qualification under
applicable state securities laws is required, Rubicon shall
take such action within ten days following the date on which
Rubicon first files the registration statement. The costs
of obtaining such state qualification shall be borne by
Rubicon.
(ii) Rubicon shall promptly notify Accurate Designs of
the effective date of any registration statement filed by
Rubicon and the date on which the Registrable Securities
become qualified or registered under the state securities
laws of any state in which Rubicon obtains qualification or
registration with respect to such shares.
(iii) Rubicon will indemnify and hold harmless Accurate
Designs, individually, from and against any and all losses,
claims, damages, expenses, liabilities, or actions to which
any of them may become subject under applicable law
(including the Securities Act and the Securities Exchange
Act) and will reimburse them for any legal or other
expenses reasonably incurred by them in connection with
investigating or defending any claims or actions, whether
or not resulting in liability, insofar as such losses,
claims, damages, expenses, liabilities, or actions arise
out of or are based upon any untrue statement or alleged
untrue statement of material fact contained in any
registration statement or arising out of or are based upon
the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary
in order to make the statements therein not misleading.
(iv) All sales pursuant to any such registration
statement shall be made in accordance with the provisions
of the Securities Act and the Securities Exchange Act of
1934, as amended, and Rubicon shall not be required to
include any such Registrable Securities in any
registration until it has received written assurances
satisfactory in form and substance to Rubicon from
Accurate Designs that such sales shall be so conducted.
On notice to any Accurate Designs covered by a
registration statement that such registration statement
or prospectus relating thereto requires revision, such
Accurate Designs will immediately cease to make offers or
sales pursuant to such registration statement, return all
such registration statements and prospectuses to Rubicon,
and not resume offers until he or she has been provided
with an updated prospectus by Rubicon.
f) Transfer of Registration Rights. The rights contained
in this Agreement, to cause Rubicon to register the Registrable
Securities, may be assigned or otherwise conveyed to a transferee
or assignee of Registrable Securities, who shall be considered a
"Accurate Designs" for purposes of this Agreement.
5) Interest. Late payments shall bear interest at eighteen percent
(18%) per annum from the date the payment is due until the payment along with
the interest is paid in full.
6) Ratification. Except as expressly amended hereby, the terms of
the Agreement are hereby ratified and approved as originally written.
Dated the year and date first above written.
Accurate Designs, Inc.,
a Utah corporation
By:_____________________
Xxxxxx Xxxxxxxx, President
Rubicon Medical Corporation
a Utah corporation
By:_____________________
Xxxxxxx X. Xxxxxx, Chief Executive
Officer
