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EXHIBIT 10.8
RIGHTS INVESTORS AGREEMENT
THIS RIGHTS INVESTORS AGREEMENT (the "Agreement") is entered into as of
April __, 1998 by and between OMEGA WORLDWIDE, INC., a Maryland corporation (the
"Company"), and the persons listed on attached Schedule I (each a "Rights
Investor" and collectively, the "Rights Investors").
WHEREAS, the Company has filed with the Securities and Exchange
Commission (the "SEC") a Registration Statement dated December 30, 1997 (as
amended from time to time, the "Registration Statement") pursuant to which the
Company will distribute to its shareholders rights (the "Rights") to subscribe
for and purchase 2,250,000 shares of common stock of the Company, $0.10 par
value per share (the "Common Stock"); and
WHEREAS, not all the Rights distributed may be exercised by the
shareholders; and
WHEREAS, the Rights Investors desire to purchase from the Company all
of the shares of Common Stock that have not been purchased through the exercise
of Rights (the "Unsubscribed Shares"); and
WHEREAS, the Company has authorized the issuance of 1,000,000
additional shares of Common Stock (the "Additional Shares") to ensure that the
Rights Investors will be able to purchase the minimum shares of Common Stock set
forth herein;
WHEREAS, the purchase from the Company of the Unsubscribed Shares and
the Additional Shares pursuant to this Agreement constitutes an integral part of
the transaction set forth in the Registration Statement, including the
capitalization of the Company;
NOW, THEREFORE, in consideration of the respective covenants and
agreements herein set forth and of other consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. PURCHASE OF SHARES
Subject to the declaration of effectiveness of the Registration
Statement and the terms and conditions set forth herein, the Company agrees to
sell and transfer the Unsubscribed Shares to the Rights Investors according to
the percentages set forth opposite each Rights Investor's name on Schedule I
hereto and each Rights Investor agrees to purchase and accept the specified
percentage of Unsubscribed Shares, provided, however, that in the event there
are less than 1,000,000 Unsubscribed Shares in the aggregate, the Company agrees
to sell and transfer and each Rights Investor agrees to purchase and accept the
number of shares of Common Stock set forth on Schedule I hereto opposite such
Rights Investor's name. Each Rights Investor agrees to comply with the
procedures set forth in the Prospectus (as hereinafter defined) under "The
Rights Offering -- Unsubscribed Shares and Third Party Sales" with respect to
the purchase of, and payment for, the shares of Common Stock.
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2. REPRESENTATIONS AND WARRANTIES
2.1 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to each Rights Investor that:
(a) the Company is a company duly incorporated and validly
existing under the laws of the State of Maryland;
(b) the authorized capital stock of the Company on the date of
this Agreement consists of 50,000,000 shares of Common Stock,
of which 11,200,000 shares (assuming no Additional Shares are
issued) will be issued and outstanding upon consummation of
the transactions contemplated by the Registration Statement,
and 10,000,000 shares of Preferred Stock, $1.00 par value per
share, of which no shares are issued and outstanding as of the
date hereof;
(c) there is no contract, option or right, in equity or at law, or
otherwise binding upon or which at any time in the future may
become binding upon the Company to allot or issue any of the
unissued Common Stock or Preferred Stock or to create any
additional class of stock, except as set forth in the
Prospectus dated ________, 1998 forming part of the
Registration Statement (the "Prospectus");
(d) the Company has all necessary corporate power and capacity to
execute and deliver, and to observe and perform its covenants
and obligations under, this Agreement and has taken all
corporate action necessary to authorize the execution and
delivery of, and the observance and performance of its
covenants and obligations under, this Agreement;
(e) this Agreement has been duly executed and delivered by the
Company and this Agreement constitutes a valid and binding
obligation of the Company enforceable against the Company in
accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws
affecting the rights of creditors generally and to the
exercise of judicial discretion in accordance with general
principles of equity (whether applied by a court of law or
equity); and
(f) the shares of Common Stock will be duly issued and outstanding
as fully paid and non-assessable shares of Common Stock of the
Company.
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2.2 REPRESENTATIONS AND WARRANTIES OF RIGHTS INVESTORS
Each Rights Investor represents and warrants to the Company that:
(a) he has all necessary power and capacity to execute and
deliver, and to observe and perform his covenants and
obligations under, this Agreement;
(b) this Agreement has been duly executed and delivered by the
Rights Investor and this Agreement constitutes a valid and
binding obligation of the Rights Investor enforceable against
the Rights Investor in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium
and other laws affecting the rights of creditors generally and
to the exercise of judicial discretion in accordance with
general principles of equity (whether applied by a court of
law or equity); and
(c) there is no contract, option or right, in equity or at law, or
otherwise binding upon or which at any time in the future may
become binding upon the Rights Investor to sell any of the
shares of Common Stock to be acquired hereunder and the Rights
Investor is acquiring such shares of Common Stock as an
investment and not with a view to the sale or distribution
thereof.
2.3 SURVIVAL
The representations and warranties set forth in Sections 2.1
and 2.2 hereof shall survive for a period of one year after the date hereof. No
claim in respect of any misrepresentation or breach of covenant hereunder
pursuant to Section 3 shall be made by any party more than one year after the
date hereof.
3. INDEMNIFICATION
3.1 INDEMNIFICATION OF RIGHTS INVESTORS BY THE COMPANY
Subject to Section 2.3, the Company agrees to indemnify and
hold each Rights Investor harmless from and against any and all loss which
arises out of or results from the breach by the Company of any representation or
warranty of the Company set forth in this Agreement or the failure by the
Company to perform any covenant of the Company set forth in this Agreement.
3.2 INDEMNIFICATION OF THE COMPANY BY THE RIGHTS INVESTORS
Subject to Section 2.3, each Rights Investor agrees, severally
and not jointly, to indemnify and hold the Company harmless from and against any
and all loss which arises out of or results from the breach by such Rights
Investor of any representation or warranty of such Rights Investor set forth in
this Agreement or the failure by such Rights Investor to perform any covenant of
such Rights Investor set forth in this Agreement.
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5. MISCELLANEOUS
5.1 FURTHER ASSURANCES
The Company and the Rights Investors shall do such acts and
shall execute such further documents, conveyances, deeds, assignments, transfers
and the like, and will cause the doing of such acts and will cause the execution
of such further documents as are within their power as the Company or a Rights
Investor may at any time and from time to time reasonably request be done or
executed, in order to give full effect to the provisions of this Agreement.
5.2 GOVERNING LAW
This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Michigan, without regard to the
conflict of law principles thereof.
5.3 COUNTERPARTS
This Agreement may be executed in any number of counterparts.
Each executed counterpart shall be deemed to be an original and all executed
counterparts taken together shall constitute one agreement.
5.4 ASSIGNMENT
This Agreement may not be assigned by a Rights Investor
without the prior written consent of the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
OMEGA WORLDWIDE, INC.
By:_____________________________
Name:___________________________
Title:__________________________
________________________________
________________________________
________________________________
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SCHEDULE I
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Name of Percentage of Aggregate Number of
Rights Investor Unsubscribed Shares Shares
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