EXHIBIT 10.43
CONVERSION AGREEMENT
THIS CONVERSION AGREEMENT ("Agreement"), is made and entered effective
as of February 17, 1999, among LifeRate Systems, Inc., a Minnesota corporation
(the "Company"), and The Atlanta Cardiology Group, a professional corporation
organized under the laws of the State of Georgia ("ACG").
A. ACG holds a Convertible Subordinated Note, dated March 28, 1997,
payable by the Company in the principal amount of Two Million Two Hundred Fifty
Thousand Dollars ($2,250,000.00), as amended pursuant to a letter agreement,
dated November 10, 1997 (as amended, the "Note").
B. The Company has ceased operations and is winding down its business.
C. ACG is willing to enter into this Agreement in full satisfaction of
the Note so to facilitate the winding down of the Company's business.
Accordingly, in consideration of the foregoing, the mutual promises set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. CONVERSION OF NOTE. ACG hereby agrees to convert all outstanding
principal under the Note into 677,710 shares of Common Stock (the "Conversion
Securities") of the Company at a conversion price of $3.32 per share. ACG
acknowledges no interest is due under the Note. The issuance of the Conversion
Securities shall constitute full payment of all amounts due under the Note and
all obligations of the Company thereunder. Promptly after execution of this
Agreement, ACG shall surrender the original Note to the Company, and the Company
shall instruct its transfer agent and registrar to issue to ACG a stock
certificate representing 677,710 shares of Common Stock. The covenants contained
in Section 8 of the Note are hereby terminated.
2. REPRESENTATIONS AND WARRANTIES OF ACG. ACG represents and warrants
to the Company as follows:
(a) The Conversion Securities are being acquired for
investment for ACG's own account and not with the view to, or for
resale in connection with, any distribution or public offering thereof.
ACG understands that the Conversion Securities have not been registered
under the Securities Act of 1933, as amended (the "Securities Act"), or
any state securities laws by reason of their contemplated issuance in
transactions exempt from the registration requirements of the
Securities Act and applicable state securities laws and that the
reliance of the Company and others upon these exemptions is predicated
in part upon this representation by ACG. ACG further understands that
the Conversion Securities may not be transferred or resold without
registration under the Securities Act and any applicable state
securities laws, or an exemption from the requirements of the
Securities Act and applicable state securities laws.
(b) ACG's principal office is at 0000 Xxxxxxxxx, Xxxxxxxx
Xxxx, X.X., Xxxxxxx, Xxxxxxx 00000. ACG qualifies as an "accredited
investor," as defined in Rule 501 of Regulation D under the Securities
Act. ACG acknowledges that the Company has made available to ACG at a
reasonable time prior to the execution of this Agreement the
opportunity to ask questions and receive answers concerning the
business, operations and financial condition of the Company and the
terms and conditions of the issuance of securities contemplated by this
Agreement and to obtain any additional information (which the Company
possesses or can acquire without unreasonable effort or expense) as may
be necessary to verify the accuracy of information furnished to ACG.
ACG is able to bear the loss of its entire investment in the Conversion
Securities without any material adverse affect on its business,
operations or prospects, and has such knowledge and experience of
financial and business matters that it is capable of evaluating the
merits and risks of the investment to be made by it pursuant to this
Agreement.
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(c) This Agreement has been duly authorized by all necessary
action on the part of ACG, has been duly executed and delivered by ACG
and is a valid and binding agreement of ACG.
3. ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns, but neither this Agreement nor any of the rights and obligations of the
parties hereunder shall be assigned (whether voluntarily, involuntarily, by
operation of law or otherwise), in whole or in part, by any party without the
prior written consent of each other party, and neither this Agreement nor any
provision hereof may be amended, modified, waived or discharged without the
written consent of the party against whom enforcement of such amendment,
modification, waiver or discharge is sought.
4. MISCELLANEOUS.
(a) This Agreement embodies the entire agreement and
understanding of the parties relative to the subject matter hereof and
supersedes any and all other agreements and understanding, whether
written or oral, relative to the matters discussed herein.
(b) This Agreement shall be construed and enforced in
accordance with the laws of the State of Minnesota.
(c) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one in the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first written above.
LIFERATE SYSTEMS, INC.
By /s/ X.X. Xxxxxxxx
-------------------------------------
X.X. Xxxxxxxx
Its Acting CEO
THE ATLANTA CARDIOLOGY GROUP, P.C.
By /s/ Xx. Xxxxxxx Xxxxx
-------------------------------------
Xx. Xxxxxxx Xxxxx
Its President
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