EXHIBIT 10.25
AGREEMENT CONCERNING ADDITIONAL INVESTORS
This AGREEMENT CONCERNING ADDITIONAL INVESTORS (the "Agreement") is made
and entered into as of March 8, 2002 by and among Superconductor Technologies
Inc., a Delaware corporation (the "Company"), and each of the investors set
forth on the signature pages of this Agreement (the "Investors") with reference
to the following facts:
A. The Company and the Investors are parties to that certain Securities
Purchase Agreement dated as of March 6, 2002 (the "Securities Purchase
Agreement") concerning the sale to the Investors of (i) an aggregate of
3,714,286 shares (the "Shares") of the Company's common stock, par value $0.001
per share ("Common Stock"), at $3.50 per share and (ii) stock purchase warrants
in the form attached to the Agreement (the "Warrants") to purchase up to 557,143
additional shares of Common Stock (the "Warrant Shares"). (The Warrants and
Warrant Shares collectively, the "Securities".)
B. The Company has received commitments to date from the Investors to
purchase 3,200,285 Shares and Warrants to purchase 480,043 Warrant Shares. The
Company is pursuing commitments from several additional investors (the
"Additional Investors") for the remaining 514,238 Shares and Warrants to
purchase 77,143 Warrant Shares and awaiting written confirmation from Nasdaq
that participation of the Additional Investors will not require approval of the
Company's shareholders under Nasdaq's Marketplace Rules.
C. The Company plans to hold a first Closing on the commitments received
to date from the Investors as soon as practicable and, subject to receipt of the
aforementioned written confirmation from Nasdaq, to hold a second Closing on any
further commitments to purchase any of the remaining Securities received on or
before March 15, 2002 as soon as practicable after such date.
D. Capitalized terms not defined in this Agreement have the meanings
given to them in the Securities Purchase Agreement.
NOW, THEREFORE, the Company and each of the Investors severally (and not
jointly) hereby agree as follows:
1. First Closing for Existing Investors. The Closing for the commitments
received to date from the Investors shall occur on Monday, March 11, 2002 at the
offices of Xxxx|Xxxxxxxxxxx LLP at 00000 Xxxxxxxx Xxxx., Xxxxx 0000, Xxx
Xxxxxxx, Xxxxxxxxxx 00000. The Investors hereby waive any condition to the
Closing that the Company have secured purchasers for all of the Securities and
agree to Close the transactions based on the commitments received to date from
the Investors.
2. Second Closing for Any Additional Investors. Subject to written
confirmation from Nasdaq that the sale of the remaining Securities to Additional
Investors will not require approval of the Company's shareholders under Nasdaq's
Marketplace Rules, the Company will hold a second Closing for any further
commitments to purchase additional Securities received from Additional Investors
by Friday, March 15, 2002. The Company will hold the second Closing as soon as
practicable after such date at the offices of Xxxx|Xxxxxxxxxxx LLP at 00000
Xxxxxxxx Xxxx., Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000. The Company may not
issue in the
aggregate in the first and second Closing more Securities than contemplated
under the Securities Purchase Agreement, and the Company may elect to decline to
sell any additional Securities if it has not received the aforementioned written
confirmation from Nasdaq within a reasonable period of time as determined by the
Company in its sole discretion.
2.1 General. Except as expressly modified herein, the Securities
Purchase Agreement shall remain in full force and effect, and to the extent
reasonably applicable, the provisions of Section 7 thereof (Governing Law;
Miscellaneous) are hereby incorporated herein and made a part hereof. This
Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party.
This Agreement, once executed by a party, may be delivered to the other parties
hereto by facsimile transmission of a copy of this Agreement bearing the
signature of the party so delivering this Agreement. In the event any signature
is delivered by facsimile transmission, the party using such means of delivery
shall cause the manually executed signature page to be physically delivered to
the other parties within five (5) days of its execution.
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2
Signature Page to Agreement Concerning Additional Investors
IN WITNESS WHEREOF, the undersigned Investors and the Company have
caused this Agreement to be duly executed as of the date first above written.
"COMPANY"
SUPERCONDUCTOR TECHNOLOGIES INC.
By:
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M. Xxxxx Xxxxxx
President and Chief Executive Officer
"INVESTORS"
[Names Omitted]
S-1
