Exhibit 10.20
SUBSCRIPTION AGREEMENT
THIS AGREEMENT is made as of the 31st day of December, 1996,
by and between MICROVISION MEDICAL SYSTEMS, INC., a corporation
incorporated under the laws of the State of Delaware (the
"Company"), and SAFEGUARD SCIENTIFICS (DELAWARE), INC. (the
"Subscriber"), with reference to the following Recitals:
WHEREAS, the Subscriber desires to purchase, and the Company
desires to sell to the Subscriber, 221,850 shares (the "Preferred
Shares") of Series B Preferred Stock, par value $.01 per share
("Series B Preferred Stock"), of the Company on the terms
hereinafter set forth.
NOW, THEREFORE, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. The Company will authorize and issue to the Subscriber,
and the Subscriber will purchase from the Company at the price of
$4.50 per share, 221,850 shares of Series B Preferred Stock of
the Company, which shares shall be convertible into shares of the
Company's Common Stock (the "Conversion Shares") pursuant to the
terms of the Certificate of Designation of Series B Preferred
Stock.
2. The Subscriber hereby agrees that certificates
representing shares of Series B Preferred Stock issued to it
pursuant hereto may bear the following legends:
THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933. SUCH SHARES HAVE BEEN ACQUIRED
FOR INVESTMENT AND MAY NOT BE SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
FOR SUCH SHARES UNDER THE SECURITIES ACT OF
1933, UNLESS, IN THE OPINION (WHICH SHALL BE
IN FORM AND SUBSTANCE SATISFACTORY TO THE
CORPORATION) OF COUNSEL SATISFACTORY TO THE
CORPORATION, SUCH REGISTRATION IS NOT
REQUIRED.
3. The Subscriber hereby represents and warrants to the
Company that:
(A) it is an "accredited investor" within the meaning of
Rule 501 under the Securities Act of 1933, as amended (the
"Securities Act") and was not organized for the specific purpose
of acquiring the Preferred Shares;
(B) it has sufficient knowledge and experience in investing
in companies
1
similar to the Company in terms of the Company's
stage of development so as to be able to evaluate the risks and
merits of its investment in the Company and it is able
financially to bear the risks thereof;
(C) it has had an opportunity to discuss the Company's
proposed business, management and financial affairs with the
Company's management;
(D) the Preferred Shares being purchased by it are being
acquired for its own account for the purpose of investment and
not with a view to or for sale in connection with any
distribution thereof;
(E) it understands that (i) the Preferred Shares and the
Conversion Shares have not been registered under the Securities
Act by reason of their issuance in a transaction exempt from the
registration requirements of the Securities Act pursuant to
Section 4(2) thereof or Rule 505 or 506 promulgated under the
Securities Act, (ii) the Preferred Shares and, upon conversion
thereof, the Conversion Shares must be held indefinitely unless a
subsequent disposition thereof is registered under the Securities
Act or is exempt from such registration, (iii) the Preferred
Shares and the Conversion Shares will bear a legend to such
effect and (iv) the Company will make a notation on its transfer
books to such effect; and
(F) if it sells any Conversion Shares pursuant to Rule 144A
promulgated under the Securities Act, it will take all necessary
steps in order to perfect the exemption from registration
provided thereby, including (i) obtaining on behalf of the
Company information to enable the Company to establish a
reasonable belief that the purchaser is a qualified institutional
buyer and (ii) advising such purchaser that Rule 144A is being
relied upon with respect to such resale.
4. This agreement shall be governed by the laws of the
State of Delaware.
2
IN WITNESS WHEREOF, the parties have executed this agreement
as of the date first above written.
MICROVISION MEDICAL SYSTEMS, INC.
By: /s/ Xxxx Xxxxx
------------------------------
Name:
Title: Chairman
SAFEGUARD SCIENTIFICS (DELAWARE), INC.
By: /s/ Xxxxxxx Xxxxx
------------------------------
Name:
Title: Vice President
Attest:
/s/ Xxxxxxxx Xxxx
-----------------
Secretary
3
