1
EXHIBIT 4.25
PURCHASE AGREEMENT
POLLUTION RESEARCH AND CONTROL CORP.
THIS PURCHASE AGREEMENT ("Agreement" herein) is entered into as of the
14th day of June 1996, between POLLUTION RESEARCH AND CONTROL CORP., a
California corporation with its principal offices at 000 Xxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxxxx 00000 (the "Company") and Xxxx Xxx Xxxxxxxxx, whose address is 0000
Xxxxxx Xxxx Xxxxx, #X-000, Xxxxxx Xxx Xxx, Xxxxxxxxxx 00000 (the "Purchaser").
WITNESSETH:
WHEREAS, the Company elects to issue and sell units (the "Units")
consisting of (i) 291,667 shares of Common Stock (the "Shares"), and (ii) one
warrant (the "Warrant") to purchase up to 291,667 shares of Common Stock at an
exercise price of $1.00 per share, and the Purchaser desires to acquire each
Unit for a purchase price of $0.60.
NOW, THEREFORE, for and in consideration of the mutual covenants
hereinafter set forth, the parties hereto do hereby agree as follows:
I. PURCHASE OF UNITS AND REPRESENTATIONS BY SUBSCRIBER.
1.1 Subject to the terms and conditions hereinafter set forth, the
Purchaser hereby purchases 291,667 Units and the Company agrees to sell the
Units to the Purchaser for a purchase price of $175,000.00 (the "Sale"). The
purchase price is payable by a cashier's check made payable to the Company, or
by wire transfer to an account determined by the Company contemporaneously with
the execution and delivery of this Agreement. The Shares and the Warrant will
be delivered by the Company to the Purchaser within ten (10) days following the
execution of the Agreement.
1.2 The Purchaser recognizes that the purchase of the Units
involves a high degree of risk in that an investment in the Company is highly
speculative and only an investor who can afford to lose its entire investment
in the Company should purchase the Units.
1.3 The Purchaser acknowledges that she is able to bear the
economic risk of this investment.
1.4 The Purchaser represents that she is an "accredited investor,"
as such term is defined in Rule 501 of Regulation D promulgated under the
Securities Act of 1933, as amended (the "Act").
1.5 The Purchaser acknowledges that she has prior investment
experience, including investment in non-listed and non-registered securities,
or she has employed the services of an investment advisor, attorney or
accountant to read all of the documents furnished or made available by the
Company to her and to evaluate the merits and risks of such an investment on
her behalf.
2
1.6 The Purchaser hereby represents that she has been furnished by
the Company during the course of this transaction with all information regarding
the Company which she had requested or desired to know; that all documents which
could be reasonably provided have been made available for her inspection and
review; that she has been afforded the opportunity to ask questions of and
receive answers from duly authorized officers or other representatives of the
Company concerning the terms and conditions of her investment in the Company,
and any additional information which she had requested.
1.7 The Purchaser hereby acknowledges that this offering has not
been reviewed by the Securities and Exchange Commission (the "Commission") since
this offering is intended to be a nonpublic offering pursuant to Section 4(2) of
the Act, The Purchaser represents that the Units, the Shares and the Warrant are
being purchased for her own account, for investment, and not for distribution or
resale to others. The Purchaser agrees that she will not sell or otherwise
transfer such securities unless they are registered under the Act or unless an
exemption from such registration is available.
1.8 The Purchaser understands that the Units, the Shares and the
Warrant have not been registered under the Act by reason of a claimed exemption
under the provisions of the Act which depends, in part, upon her investment
intention. In this connection, the Purchaser understands that it is the
position of the Commission that the statutory basis for such exemption would not
be present if her representations merely meant that her present intention was to
hold such securities for a short period, for a deferred sale, for a market rise,
assuming that a market develops, or for any other fixed period. The Purchaser
realizes that, in the view of the Commission, a purchase now with an intent to
resell would represent a purchase with an intent inconsistent with her
representation to the Company, and the Commission might regard such a sale or
disposition as a deferred sale to which the exemption is not available.
1.9 The Purchaser consents that the Company may, if it desires,
permit the transfer of the Shares or the Warrant out of her name only when her
request for transfer is accompanied by an opinion of counsel reasonably
satisfactory to the Company that neither the sale nor the proposed transfer
results in a violation of the Act or any applicable state "blue sky" laws
(collectively, the "Securities Laws"). The Purchaser agrees to hold the Company,
its directors, officers and controlling persons and their respective heirs,
representatives, successors and assigns, harmless and to indemnify them against
all liabilities, costs and expenses incurred by them as a result of any
misrepresentation made by her contained herein or in the Confidential Purchaser
Questionnaire completed by her or any sale or distribution by the Purchaser in
violation of any Securities Laws.
1.10 The Purchaser consents to the placement of a legend on any
certificate or other document evidencing the Shares, the Warrant and the Common
Stock issuable upon exercise of the Warrant, stating that they have not been
registered under the Act and setting forth or referring to the restrictions on
transferability and sale thereof. The Purchaser is aware that the Company will
make a notation in its appropriate records with respect to the restrictions on
the transferability of such securities.
3
REPRESENTATIONS BY, AND COVENANTS OF, THE COMPANY.
The Company represents and covenants to the Purchaser that:
(a) The Company is a corporation duly organized, existing and in
good standing under the laws of the State of California which has the corporate
power to conduct the business which it conducts and proposes to conduct.
(b) The execution, delivery and performance of this Agreement by
the Company has been duly approved by the Board of Directors of the Company and
all other actions required to authorize and effect the offer and sale of the
Shares and the Warrant have been duly taken and approved.
(c) The Shares and the Warrant included in the Units have been duly
and validly authorized and, when issued and paid for in accordance with the
terms hereof will be validly binding obligations of the Company enforceable in
accordance with their respective terms except that the enforceability thereof
may be limited by bankruptcy, insolvency, or other laws affecting the rights of
creditors generally or by general equitable principles.
(d) The Company will at all times during the term of the Warrant
have duly authorized and reserved a sufficient number of shares of Common Stock
to provide for the exercise of such Warrant.
(e) The shares of Common Stock issuable upon exercise of the
Warrant when issued and paid for in accordance with the terms of the Warrant
will be duly and validly issued, fully paid and non-assessable.
The Company has obtained all licenses, permits and other governmental
authorizations necessary to the conduct of its business; such licenses, permits
and other governmental authorizations obtained are in full force and effect;
and the Company is in all material respects complying therewith.
III. REGISTRATION OF SECURITIES.
The Company acknowledges that it currently has an effective
registration statement on Form S-3 (File No. 33-60035) (the "Registration
Statement") on file with the Securities and Exchange Commission. The Company
shall deliver to Purchaser at the Company's sole expense a copy of the
Registration Statement, and all amendments thereto prior to the consummation of
the Sale. In addition, the Company shall use its best efforts to register, at
the Company's sole expense, the Shares and the shares of the Company's Common
Stock issuable upon exercise of the Warrant (the "Warrant Shares") pursuant to
an amendment to the Registration Statement and provide Purchaser with a copy of
such amended registration statement for her review prior to the effective date
thereof.
IV. MISCELLANEOUS.
4.1 Any notice or other communication given hereunder shall be
deemed sufficient if in
4
writing and sent by registered or certified mail, return receipt requested,
addressed to the Company, at its principal office, 000 Xxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxxxx 00000, Attention: President, with a copy to Xxxxxxxx Xxxx &
Associates, Attorney at Law, 00 Xxxxx Xxxxxx Xxxxxx, Xxxxx #000, Xxxxxx,
Xxxxxxxx 00000, Attention: Xxxxxxxx Xxxx, and to the Purchaser at the address
listed on the signature page hereof. Notices shall be deemed to have been given
on the date of mailing, except notices of change of address, which shall be
deemed to have been given when received.
4.2 This Agreement shall not be changed, modified or made except
by a writing signed by the parties to be charged, and this Agreement may not
be discharged except by performance in accordance with its terms or by a
writing signed by the party to be charged.
4.3 This Agreement shall be binding upon and inure to the benefit
of the parties hereto and to their respective heirs, legal representatives,
successors and assigns. This Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter hereof and merges
and supersedes all prior discussions, agreements and understandings of any and
every nature among them.
4.4 This Agreement and its validity, construction and performance
shall be governed in all respects by the laws of the State of California,
without regard to principles of conflicts of law.
4.5 This Agreement may be executed in counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written above.
Purchaser: The Company:
/s/ XXXX XXX XXXXXXXXX
---------------------------------- POLLUTION RESEARCH AND CONTROL CORP.,
Xxxx Xxx Xxxxxxxxx a California corporation
----------------------------------
4316 Xxxxxx Xxxx Xxxxx, #X-000 By: /s/ XXXXXX X. XXXXXXXX, XX.
---------------------------------- ---------------------------------
(Address) Xxxxxx X. Xxxxxxxx. Jr.,
President and Xxxxx
Xxxxxx Xxx Xxx, Xxxxxxxxxx 00000 Executive Officer
----------------------------------
(City, State, Zip)
