EXHIBIT 10.1
PURCHASE AGREEMENT
This PURCHASE AGREEMENT (the "Agreement") is made and entered into as of
February 2, 2001, between HEALTHOLOGY, INC., a Delaware corporation (the
"Company"), and LE@P TECHNOLOGY, INC. ("Leap").
RECITALS:
WHEREAS, the Company and Leap are parties to that certain Stock Purchase
Agreement, dated as of March 1, 2000 (the "Stock Purchase Agreement"), that
certain First Amended and Restated Investor Rights Agreement, dated as of August
3, 2000 (the "Investor Rights Agreement") and that certain First Amended and
Restated Stockholders Agreement, dated as of August 3, 2000 (the "Stockholders
Agreement," and, collectively with the Stock Purchase Agreement and the Investor
Rights Agreement, the "Transaction Documents");
WHEREAS, pursuant to the terms of the Investor Rights Agreement, the
Company has the option to put 800,000 shares of common stock, par value $.01 per
share, (the "Shares") to Leap for $1.25 per Share (the "Put Option"); and
WHEREAS, the Company intends to exercise the Put Option pursuant to the
terms hereof.
NOW, THEREFORE, in consideration of the respective representations,
warranties, agreements, and conditions hereinafter set forth, and other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
SECTION 1
AUTHORIZATION AND SALE OF THE SHARES/CLOSING
1.1. Authorization. The Company will have authorized before the Closing (as
defined below) the sale and issuance hereunder of the Shares at the Closing.
1.2. Sale of the Securities. At the Closing, and subject to the terms and
conditions hereof, the Company shall sell and issue to Leap and Leap shall
purchase from the Company, the Shares for an aggregate purchase price of one
million dollars ($1,000,000), payable as set forth in Section 1.4.
1.3. Closing. The closing of the purchase and sale of the Shares hereunder
(the "Closing") is taking place at the offices of Weil, Gotshal & Xxxxxx LLP,
000 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. on the date hereof or at such
other place and time as the parties may mutually agree. The date of the Closing
is referred to as the "Closing Date."
1.4. Deliveries. At the Closing, the parties are making the following
deliveries:
(a) Certificates and Purchase Price. The Company is delivering to Leap the
appropriate certificate(s) representing the Shares, which shall be delivered
against payment of the purchase price therefor, by certified check payable to
the order of the Company, or wire transfer of same day funds to an account
designated in writing at least one business day prior to the Closing by the
Company (or any combination thereof).
(b) Opinion of Company Counsel. The Company shall cause its corporate
counsel to deliver to Leap an opinion, dated the Closing Date and in
substantially the form of Exhibit A hereto.
(c) Officer's Certificate. The Company is delivering to Leap a certificate
executed by the President of the Company, certifying to the effect that (i) the
representations and warranties made by the Company in Section 2 of this
Agreement are true and correct as of the Closing Date, and (ii) as of the
Closing Date, there is not in effect any judgment, order, injunction or decree
of any court of competent jurisdiction, the effect of which is to prohibit or
restrain the Company's consummation of the transactions contemplated by this
Agreement.
SECTION 2
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
2.1. Authorization. All corporate action on the part of the Company, its
officers, directors, and its stockholders necessary for the authorization,
execution, delivery and performance of this Agreement and the performance of all
of the Company's obligations hereunder have been taken or will be taken prior to
the Closing. This Agreement, when executed and delivered by the Company, will
constitute a valid and legally binding obligation of the Company, enforceable
against the Company in accordance with its respective terms, subject to (i) laws
of general application relating to bankruptcy, insolvency, and the relief of
debtors, and (ii) rules of law governing specific performance, injunctive
relief, or other equitable remedies.
2.2. The Company hereby represents and warrants to Leap that except as set
forth on the Schedule of Exceptions attached hereto as Exhibit B (the
"Schedule") specifically identifying the relevant subparagraph(s) of the Stock
Purchase Agreement (which Schedule shall be deemed to be part of the
representations and warranties as if made hereunder), the representations and
warranties made in the Stock Purchase Agreement by the Company in Section 2
thereof are true and correct as of the Closing Date.
SECTION 3
REPRESENTATIONS AND WARRANTIES OF LEAP
3.1. Authorization. All corporate action on the part of Leap, its officers,
directors, and its stockholders necessary for the authorization, execution,
delivery and performance of this Agreement and the performance of all of Leap's
obligations hereunder have been taken or will be taken prior to the Closing.
This Agreement, when executed and delivered by Leap, will constitute a valid and
legally binding obligation of Leap, enforceable against Leap in accordance with
its respective terms, subject to (i) laws of general application relating to
bankruptcy, insolvency, and the relief of debtors, and (ii) rules of law
governing specific performance, injunctive relief, or other equitable remedies.
3.2. Leap hereby represents and warrants to the Company with respect to the
purchase of the Shares that the representations and warranties made in the Stock
Purchase Agreement by Leap in Section 3 thereof are true and correct as of the
Closing Date.
SECTION 4
OTHER PROVISIONS
4.1. Rights of the Shares. The parties acknowledge and agree that the
Shares shall be subject to all of the terms and conditions contained in the
Transaction Documents shall be entitled to all of the rights and privileges and
be subject to all of the obligations and limitations of those agreements,
including, without limitation, the treatment of the Shares as "Registrable
Securities" under the Investor Rights Agreement.
4.2. Governing Law. This Agreement shall be governed by and construed
according to the laws of the State of New York without regard to the conflicts
of law principles thereof.
4.3. Entire Agreement; Amendment and Waiver. This Agreement and the
Transaction Documents constitute the full and entire understanding and agreement
between the parties with regard to the subject matter hereof and thereof and
supersede all prior agreements among the parties with respect thereto. Any term
of this Agreement may be amended, and the observance of any term hereof may be
waived (either generally or in a particular instance), only with the written
consent of each of the parties hereto.
4.4. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which, when
taken together, shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
HEALTHOLOGY, INC. LE@P TECHNOLOGY, INC.
CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx, MD By: /s/ Xxxxxx X. Xxxxxxxx, MD
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Xxxxxx X. Xxxxxxxxx, MD Xxxxxx X. Xxxxxxxx, MD
President and Chief Executive Officer President and Chief Executive Officer
