Exhibit 10.18
THIS SUBSCRIPTION AGREEMENT (the "Agreement") is made on the 13th day of
September 2000 between
1. K/S HIMPP, a limited partnership under Danish law resident at Ny
Xxxxxxxxxxxxxxx 00, 0000 Xxxxxxxx, Xxxxxxx (the "Partnership"); and
2. SONIC INNOVATIONS, INC., 5330 South 000 Xxxx, Xxxxx 000, Xxxx Xxxx Xxxx,
Xxxx 00000-0000, XXX (the "Limited Partner")
for the subscription for shares in the Partnership.
1. DEFINITIONS
1.1. In this Agreement the following words and expressions shall have the
following meanings unless where the context explicitly requires otherwise:
"Shares" means 10 A shares in the Partnership of a face value
of US$180,000.00 each or in the aggregate
US$1,800,000.00 of the Partnership's total
authorised and issued capital of US$16,350,000 after
the increase of the capital;
"General Partner" means the general partner of the Partnership; and
"Articles" means the Articles of Association of the Partnership
as adopted by the Partnership in its general meeting
on October 14, 1999.
2. SUBSCRIPTION FOR SHARES
The Limited Partner hereby subscribes for the Shares and the Partnership
hereby accepts to be bound by the Limited Partner's subscription for the
Shares.
3. PAYMENT FOR THE SHARES
3.1 The total consideration of USD 1,800,000 for the subscription of the Shares
in K/S HIMPP shall be paid to the Partnership no later than 8 days after
the date of this Agreement.
4. THE LIMITED PARTNER'S RIGHTS AND OBLIGATIONS
4.1. The Limited Partner hereby accepts and assumes all rights and obligations
connected with the subscription for and holding of the Shares pursuant to
the Articles or Danish law in general.
4.2. By his execution of this Agreement the Limited Partner covenants to have
full knowledge of and to accept the terms and conditions of the Articles.
4.3. The Limited Partner hereby in particular covenants to have full knowledge
of and to accept the following provisions of the Articles:
(i) The Partnership's general partner is HIMPP A/S whose liability is
joint, direct and unlimited for all the Partnership's indebtedness
and liabilities. The General Partner's issued and outstanding share
capital is Danish Kroner, 1,800,000 after a capital increase in the
amount of DKK 200,000 subscribed to by the Limited Partner. Each
Limited Partner's liability for the Partnership's indebtedness and
liabilities is personal, direct and pro rata and limited to the
unpaid part (if any) of that Limited Partner's share in the
Partnership's authorised and issued capital together with such
further contributions in cash as the Partnership acting in general
meeting may resolve under Article 4.1., or as may be required to be
contributed under Article 4.1.;
(ii) No Limited Partner shall have any rights of recourse against the
General Partner for that Limited Partner's proportion of the
Partnership's aggregate liabilities and indebtedness (Article 6.2.);
(iii) Upon the complete performance of each limited partner's obligations
under his subscription agreement with the Partnership such limited
partner is entitled to receive a certificate evidencing his shares
(Article 7.1.);
(iv) The Shares and the certificates are non-negotiable instruments and
shall be issued in the name of the owner (Article 7.2.);
(v) Each Share may be held by only one natural or legal person. No Share
can be divided into sub-shares (Article 8.1.);
(vi) The shares may only be transferred to a transferee who is itself in
control of or controlled by the transferor limited partner (Article
8.2.).
(vii) If any Limited Partner shall become insolvent or be in breach of his
duties and obligations towards the Partnership under the
subscription agreement, the Articles or otherwise, the Partnership
shall be entitled to request any loss realised thereby reimbursed by
the relevant limited partner, and further to terminate without
notice any patent license agreement entered into between the
Partnership and the Limited Partner (Article 10); and
(viii) The General Partner shall be charged with the administration of the
Partnership and is entitled to remuneration for such work to the
extent that such remuneration is reasonable when compared to the
work and costs involved in the General Partner's performance of his
duties. The General Partner may delegate administrative functions
and tasks to third parties (Article 11.1.).
5. LAW AND JURISDICTION
5.1. This Agreement shall be governed by and construed in accordance with Danish
law.
5.2. Any dispute arising out of this Agreement or its interpretation shall be
subject to the exclusive jurisdiction of the Maritime and Commercial Court
in Copenhagen. This Clause shall not affect the construction of Article 17
of the Articles, pursuant to which disputes concerning the interpretation
of the Articles shall be settled finally by arbitration.
AS WITNESS the signatures of the parties hereto on the date first written above.
For the Partnership:
/s/Xxxxx Xxxxxxxxxx
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For and on behalf of
K/S HIMPP
For the Limited Partner:
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/s/Xxxxxx Xxxxx
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For and on behalf of
SONIC INNOVATIONS, INC.
