Exhibit 4.2
REGISTRATION AGREEMENT
THIS AGREEMENT dated as of March 16, 1995 is made between Medical Data
Interface Design, Inc., a Delaware corporation (the "Company") and Xxxxx
Xxxxxx and Xxxxxxx X. Xxxxxx (the "Purchaser").
WHEREAS, the Company and the Purchaser have entered into a Purchase
Agreement of even date herewith (the "Purchase Agreement"); and
WHEREAS, the Company and the Purchaser desire to provide for certain
arrangements with respect to the registration of shares of capital stock of
the Company under the Securities Act of 1933;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, the parties hereto agree as follows:
1. DEMAND REGISTRATIONS.
(a) REQUESTS FOR REGISTRATION. At any time commencing six months
after the closing of a public offering of the Company's Common Stock pursuant
to a registration statement filed under the Securities Act, the holders of
at least 40% of the Registrable Securities may request registration under the
Securities Act of all or part of their Registrable Securities on Form S-1 or
any similar or successor long-form registration ("Long-Form Registrations"),
and the holders of at least 25% of the Registrable Securities may request
registration under the Securities Act of all or part of their Registrable
Securities on Form S-3 or any similar or successor short-form registration
("Short-Form Registrations"), if a Short-Form Registration is then available
to the Company. Within twenty business days after receipt of any such
request, the Company will give written notice of such requested registration
to all other holders of Registrable Securities and will include in such
registration all Registrable Securities with respect to which the Company has
received written requests for inclusion therein within 15 days after the
receipt of the Company's notice. All registrations requested pursuant to this
paragraph 1(a) are referred to herein as "Demand Registrations".
(b) LONG-FORM REGISTRATION. The holders of Registrable Securities
will be entitled to request one Long-Form Registration in which the Company
will pay all Registration Expenses; provided that the aggregate offering
value of the Registrable Securities
requested to be registered in the Long-Form Registration must equal at least
$1,000,000 and each Long-Form Registration shall be underwritten on a best
efforts basis. A registration will not count as a Long-Form Registration
until it has become effective unless discontinued at the request of the
holders of the Registrable Securities included therein.
(c) SHORT-FORM REGISTRATIONS. In addition to the Long-Form
Registration provided pursuant to paragraph 1(b), the holders of Registrable
Securities will be entitled to request not more than two Short-Form
Registrations in which the Company will pay all Registration Expenses;
provided that the offering value of the Registrable Securities requested to
be registered in any Short-Form Registration shall be at least $1,000,000 and
not more than one Short-Form Registration may be effected in any calendar
year. Demand Registrations will be Short-Form Registrations whenever the
Company is permitted to use any applicable short form. Once the Company has
become subject to the reporting requirements of the Securities Exchange Act,
the Company will use its best efforts to make Short-Form Registrations
available for the sale of Registrable Securities.
(d) PRIORITY ON DEMAND REGISTRATIONS. The Company will not include
in any Demand Registration any securities which are not Registrable
Securities without the written consent of the holders of a majority of the
Registrable Securities requesting such registration. If a Demand Registration
is an underwritten offering, and the managing underwriters advise the Company
in writing that in their opinion the number of Registrable Securities and
other securities requested to be included exceeds the number of Registrable
Securities and other securities which can be sold in such offering, the
Company will include in such registration prior to the inclusion of any
securities which are not Registrable Securities the number of Registrable
Securities requested to be included which in the opinion of such underwriters
can be sold, pro rata among the respective holders on the basis of the amount
of Registrable Securities owned. Any persons other than the holders of
Registrable Securities who participate in Demand Registrations must pay their
share of the Registration Expenses as provided in paragraph 5 unless
otherwise agreed to by the Company's board of directors.
(e) RESTRICTIONS. If at the time of any request to register
Registrable Securities pursuant to this paragraph 1, the Company
(i) has filed, or has definite plans to file within 90 days
after the time of the request, a registered public offering as to which
the holders may include Registrable Securities pursuant to paragraph 2, or
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(ii) is engaged in any other activity which, in the good faith
determination of the Company's board of directors, would be adversely
affected by the requested registration to the material detriment of the
Company,
then the Company's board of directors may at its option direct that such
request be delayed for a period not in excess of six months from the
effective date of such offering or the date of commencement of such other
activity, as the case may be, and such right to delay a requested
registration may not be exercised by the Company more than once in any
12-month period. If the holders of Registrable Securities included therein
elect to discontinue a delayed registration, the Company will pay all of the
Registration Expenses in connection therewith, and such registration will not
count as one of the permitted Demand Registrations. The Company will not in
any event be obligated to effect any demand Registration within six months
after the effective date of a previous Demand Registration.
(f) SELECTION OF UNDERWRITERS. The holders of a majority of the
Registrable Securities included in any Demand Registration will have the
right to select investment banker(s) and manager(s) to administer the
offering , subject to the Company's approval which will not be unreasonably
withheld.
(g) OTHER REGISTRATION RIGHTS. Except as provided in this Agreement
and subject to the provisions of Section 8 herein, the Company will not grant
to any Persons the right to request the Company to register any equity
securities of the Company, or any securities convertible or exchangeable into
or exercisable for such securities, without the written consent of the
holders of a majority of the Registrable Securities; provided that the
Company may grant rights to other Persons to participate in Piggyback
Registrations so long as such rights are subject to the provisions of
paragraphs 2(c) and 2(d) hereof.
2. PIGGYBACK REGISTRATIONS.
(a) RIGHT TO PIGGYBACK. Whenever the Company proposes to register
any of its securities under the Securities Act (other than pursuant to a
Demand Registration) and the registration form to be used may be used for the
registration of Registrable Securities (a "Piggyback Registration"), the
Company will give prompt written notice to all holders of Registrable
Securities of its intention to effect such a registration and will include in
such registration all Registrable Securities with respect to which the
Company has received written requests for inclusion therein within 15 days
after the Company gives its notice.
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(b) PIGGYBACK EXPENSES. The Registration Expenses of the holders of
Registrable Securities will be paid by the Company in all Piggyback
Registrations.
(c) PRIORITY ON INITIAL PUBLIC OFFERING REGISTRATION. If a Piggyback
Registration is an underwritten primary registration on behalf of the
Company which is an initial public offering, and the managing underwriters
advise the Company in writing that in their opinion the number of securities
requested to be included in such registration exceeds the number which can
be sold in such offering, the Company will include in such registration (i)
first, the securities the Company proposes to sell, (ii) second, the
Registrable Securities requested to be included in such registration, pro rata
among the holders of such Registrable Securities on the basis of the number
of shares owned by such holders, and (iii) third, other securities requested
to be included in such registration.
(d) PRIORITY ON PRIMARY AND SECONDARY REGISTRATIONS. If a Piggyback
Registration is an underwritten primary registration on behalf of the Company
which is not an initial public offering, or a secondary registration on
behalf of holders of the company's securities, and the managing underwriters
advise the Company in writing that in their opinion the number of securities
required to be included in such registration exceeds the number which can be
sold in such offering, the Company will include in such registration (i)
first, the securities requested to be included therein by the holders
requesting such registration and (ii) second, the Registrable Securities and
other securities requested to be included in such registration, pro rata
among the holders of such securities on the basis of the number of securities
so requested to be included therein.
(e) OTHER REGISTRATIONS. If the Company has previously filed a
registration statement with respect to Registrable Securities pursuant to
paragraph 1 or pursuant to this paragraph 2, and if such previous
registration has not been withdrawn or abandoned, the Company will not file
or cause to be effected any other registration of any of its equity
securities or securities convertible or exchangeable into or exercisable for
its equity securities under the Securities Act (except on Form S-8 or any
successor form), whether on its own behalf or at the request of any holder or
holders of such securities, until a period of at least three months has
elapsed from the effective date of such previous registration, except in the
case that the registration is a firm commitment underwriting, in which event
the restrictions contained in this paragraph 2(e) will terminate upon the
closing of such firm commitment underwriting.
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3. HOLDBACK AGREEMENTS.
(a) Each holder of Registrable Securities agrees not to effect
any public sale or distribution of equity securities of the Company, or any
securities convertible into or exchangeable or exercisable for such
securities, during the seven days prior to and the 180-day period beginning
on the effective date of any underwritten Demand Registration or any
underwritten Piggyback Registration in which Registrable Securities are
included (except as part of such underwritten registration) unless the
underwriters managing such registered public offering otherwise agree.
(b) The Company agrees (i) not to effect any public sale or
distribution of its equity securities, or any securities convertible into or
exchangeable or exercisable for such securities, during the seven days prior
to and during the 180-day period beginning on the effective date of any
underwritten Demand Registration or any underwritten Piggyback Registration
in which Registrable Securities are included (except as part of such
underwritten registration or pursuant to registrations on Form S-8 or any
successor form) unless the underwriters managing such registered public
offering otherwise agree, and (ii) to use its best efforts to cause each
Person who holds at least 10% of the Common Stock of the Company (on a
fully-diluted basis), acquired at any time after the date of this Agreement
(other than in a registered public offering), to agree not to effect any
public sale or distribution of any such securities during such period (except
as part of such underwritten registration, if otherwise permitted) unless the
underwriters managing such registered public offering otherwise agree.
4. REGISTRATION PROCEDURES. Whenever the holders of Registrable
Securities have requested that any Registrable Securities be registered
pursuant to this Agreement, the Company will use its best efforts to effect
the registration and the sale of such Registrable Securities in accordance
with the intended method of disposition thereof, and pursuant thereto the
Company will as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a
registration statement with respect to such Registrable Securities, and use
its best efforts to cause such registration statement to become effective
(provided that before filing a registration statement or prospectus or any
amendments or supplements thereto, the Company will furnish to the counsel
selected by the holders of a majority of the Registrable Securities covered
by such registration statement copies of all such documents proposed to be
filed, which documents will be subject to the review of such counsel);
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(b) prepare and file with the Securities and Exchange Commission
such amendments and supplements to such registration statement and the
prospectus used in connection therewith as may be necessary to keep such
registration statement effective for a period of not less than 90 days and
comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement during
such period in accordance with the intended methods of disposition by the
sellers thereof set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such
number of copies of such registration statement, each amendment and
supplement thereto, the prospectus included in such registration statement
(including each preliminary prospectus) and such other documents as such
seller may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable
Securities under such other securities or blue sky laws of such jurisdictions
as any seller reasonably requests and do any and all other acts and things
which may be reasonably necessary or advisable to enable such seller to
consummate the disposition in such jurisdictions of the Registrable
Securities owned by such seller (provided, that the Company will not be
required to (i) qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this subparagraph, (ii)
subject itself to taxation in any such jurisdiction or (iii) consent to
general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, at any time
when a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement contains an untrue
statement of a material fact or omits any fact necessary to make the
statements therein not misleading, and, at the request of any such seller,
the Company will prepare a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus will not contain an untrue statement of a
material fact or omit to state any fact necessary to make the statements
therein not misleading;
(f) cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company are
then listed;
(g) provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such registration
statement;
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(h) enter into such customary agreements (including an underwriting
agreement in customary form) and take all such other actions as the holders
of a majority of the Registrable Securities being sold or the underwriters,
if any, reasonably request in order to expedite or facilitate the disposition
of such Registrable Securities; and
(i) make available for inspection by any seller of such Registrable
Securities, any underwriter participating in any disposition pursuant to
this Agreement, and any attorney, accountant or other agent retained by any
such seller or underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, and cause the Company's
officers, directors and employees to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant or agent in
connection with such registration statement.
In connection with any Demand Registration or Piggyback Registration, the
holders of Registrable Securities will expeditiously supply the Company with
all information and copies of all documents reasonably necessary to effect
such registration in compliance with the Securities Act and the rules and
regulations thereunder and shall otherwise cooperate with the Company and its
counsel in expediting the effectiveness of any such registration.
5. REGISTRATION EXPENSES.
(a) All expenses incident to the Company's performance of or
compliance with this Agreement, including without limitation all registration
and filing fees, fees and expenses of compliance with securities or blue sky
laws, printing expenses, messenger and delivery expenses, and fees and
disbursements of counsel for the Company and all independent certified public
accountants, underwriters (excluding discounts and commissions and excluding
legal fees and disbursements of any counsel for the holders of Registrable
Securities) and other Persons retained by the Company (all such expenses
being herein called "Registration Expenses") will be borne as provided in
this Agreement, except that the Company will, in any event, pay its internal
expenses (including without limitation all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of
any annual audit, the expense of any liability insurance and the expenses and
fees for listing the securities to be registered on each securities exchange
on which similar securities issued by the Company are then listed.
(b) To the extent Registration Expenses are not required to be paid
by the Company, each holder of securities included in any registration
hereunder will pay those Registration Expenses allocable to the registration
of such holder's securities so
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included, and any Registration expenses not so allocable will be borne by all
sellers of securities included in such registration in proportion to the
aggregate selling price of the securities to be so registered.
6. INDEMNIFICATION.
(a) The Company agrees to indemnify, to the extent permitted by
law, each holder of Registrable Securities, such holder's officers and
directors and each Person who controls such holder (within the meaning of the
Securities Act) against all losses, claims, damages, liabilities and expenses
caused by any untrue or alleged untrue statement of material fact contained
in any registration statement, prospectus or preliminary prospectus or any
amendment thereof or supplement thereto or any omission or alleged omission
of a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as the same are caused by
or contained in any information furnished in writing to the Company by such
holder expressly for use therein or by such holder's failure to deliver a
copy of the registration statement or prospectus or any amendments or
supplements thereto after the Company has furnished such holder with a
sufficient number of copies of the same. In connection with an underwritten
offering, the Company will indemnify such underwriters, their officers and
directors and each Person who controls such underwriters (within the meaning
of the Securities Act) to the same extent as provided above with respect to
the indemnification of the holders of Registrable Securities; provided that
such underwriters indemnify the Company to the same extent as provided in
subparagraph (b) below with respect to the indemnification of the Company by
the holders of Registrable Securities.
(b) In connection with any registration statement in which a holder
of Registrable Securities is participating, each such holder will furnish to
the Company in writing such information and affidavits as the Company
reasonably requests for use in connection with any such registration
statement or prospectus and, to the extent permitted by law, will indemnify
the Company, its directors and officers and each Person who controls the
Company (within the meaning of the Securities Act) against all losses,
claims, damages, liabilities and expenses resulting from any untrue or
alleged untrue statement of material fact contained in the registration
statement, prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, but only to the extent that such untrue statement or omission or
alleged untrue statement or om omission is contained in any information or
affidavit so furnished in writing by such holder; provided, that
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the obligation to indemnify will be several, not joint and several, among
such holders of Registrable Securities participating in the registration and
the liability of each such holder of Registrable Securities will be in
proportion to and limited to the gross amount received by such holder from
the sale of Registrable Securities pursuant to such registration statement.
(c) Any Person entitled to indemnification hereunder will (i) give
prompt written notice to the indemnifying party of any claim with respect to
which such person seeks indemnification and (ii) unless in the reasonable
judgment of counsel for such indemnified party (given in writing) a conflict
of interest between such indemnified parties exists with respect to such
claim, permit such indemnifying party to assume the defense of such claim
with counsel reasonably satisfactory to the indemnified party. If such
defense is so assumed, the indemnifying party will not be subject to any
liability for any settlement made by the indemnified party without the
indemnifying party's consent (but such consent will not be unreasonably
withheld). An indemnifying party who is not entitled to, or elects not to,
assume the defense of a claim will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable
judgment of any indemnified party a conflict of interest may exist between
such indemnified party and any other of such indemnified parties with respect
to such claim.
(d) The indemnification provided for under this Agreement will
remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling
Person of such indemnified party and will survive the transfer of securities.
The Company also agrees to make such provisions for contribution to any
indemnified party in the event the Company's indemnification is unavailable
for any reason as are reasonably requested by any indemnified party.
7. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Person may
participate in any underwritten registration hereunder unless such Person
(a) agrees to sell such Person's securities on the basis provided in the
underwriting arrangements approved by the Persons entitled hereunder to
approve such arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements.
8. AMENDMENT OF REGISTRATION AGREEMENT. The Purchaser and the Company
agree to amend, restate or modify this Agreement at the first such time after
the date of this Agreement that any Person purchases an aggregate number of
shares of the capital stock of the Company for an aggregate gross purchase
price in excess of
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$1,000,000 and such Person desires to enter into and execute a Registration
Agreement with the Company (a "Third Party Registration Agreement"); PROVIDED
that (i) the Purchaser receives written notice of a request for amendment,
restatement, or modification of this Agreement from the Company accompanied
with a copy of any such Third Party Registration Agreement, (ii) the
amendment, restatement or modification of this Agreement shall consist of the
same or equivalent terms and conditions as those terms and conditions agreed
to and stated in any Third Party Registration Agreement, and (iii) such
amendment, restatement or modification of this Agreement is entered into and
executed by the Purchaser and the Company concurrently with the execution of
the Third Party Registration Agreement. Notwithstanding anything to the
contrary contained herein, if the Company desires to enter into or does enter
into a Registration Agreement at any time with any Person other than this
Agreement or the Third Party Registration Agreement (the "New Registration
Agreement") and such New Registration Agreement provides for rights more
beneficial to such Person than those rights provided to Purchaser herein or
provided to Purchaser pursuant to any amendment, restatement or modification
of this Agreement, the Company and the Purchaser shall agree to further
amend, restate or modify this Agreement to provide the Purchaser with the
equivalent rights as those provided in the New Registration Agreement.
9. DEFINITIONS.
(a) the term "Registrable Securities" means (i) any Common Stock
issued upon the conversion of any Class A Preferred issued pursuant to the
Purchase Agreement, (ii) any Common Stock issued or issuable with respect to
the Common Stock referred to in clause (i) by way of a stock dividend or
stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization, and (iii) any other shares of
Common Stock held by Persons holding securities described in clauses (i) or
(ii) above. As to any particular Registrable Securities, such securities will
cease to be Registrable Securities when they have ceased to be Restricted
Securities under the particular Purchase Agreement pursuant to which such
securities were issued; provided that any securities which cease to be
Restricted Securities solely because they have become eligible for transfer
pursuant to Rule 144 (or any similar rule then in force) will not cease to be
Registrable Securities until they have actually been sold in compliance with
Rule 144 (or any similar rule then in force). For purposes of this Agreement,
a Person will be deemed to be a holder of Registrable Securities whenever
such Person has the right to acquire such Registrable Securities (by
conversion or otherwise), but disregarding any legal restrictions upon the
exercise of such right), whether or not such acquisition has actually been
effected.
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(b) Unless otherwise stated, other capitalized terms contained herein
have the meanings set forth in the Purchase Agreement.
10. MISCELLANEOUS.
(a) NO INCONSISTENT AGREEMENTS. The Company will not hereafter enter
into any agreement with respect to its securities which is inconsistent with the
rights granted to the holders of Registrable Securities in this Agreement.
(b) ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The Company will
not take any action, or permit any change to occur, with respect to its
securities which would materially and adversely affect the ability of the
holders of Registrable Securities to include such Registrable securities in a
registration undertaken pursuant to this Agreement or which would materially and
adversely affect the marketability of such Registrable Securities in any such
registration (including, without limitation, effecting a stock split or a
combination of shares).
(c) REMEDIES. Any Person having rights under any provision of this
Agreement will be entitled to enforce such rights specifically, to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law.
(d) AMENDMENTS AND WAIVERS. Except as otherwise provided herein,
the provisions of this Agreement may be amended and the Company may take any
action herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company has obtained the written consent of holders
of a majority of the Registrable Securities.
(e) SUCCESSORS AND ASSIGNS. All covenants and agreements in this
Agreement by or on behalf of any of the parties hereto will bind and inure to
the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not; provided, however, that no transferee of any
Purchaser shall be entitled to any rights hereunder unless such transferee
(a) acquires a number of Registrable Securities with an aggregate initial
cost of at least $50,000 (as proportionally adjusted for stock splits, stock
dividends and recapitalizations affecting the Common Stock) or (b) is a
member of the " affiliated group" of the Purchase (as defined below). The
Company shall be given written notice by such Purchaser a reasonable time
after such transfer stating the name and address of the transferee and
identifying the securities with respect to which its rights hereunder are
being assigned. Any transferee to whom rights hereunder are transferred
shall, as a condition to such transfer, deliver to the Company a
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written instrument by which the transferee agrees to be bound by the obligations
imposed upon such Purchaser hereunder to the same extent as if such transferee
were an original party hereto. Notwithstanding the foregoing, any Purchaser
which is a partnership or corporation may transfer rights granted to it to any
partner or stockholder thereof to whom Registrable Securities are transferred
and who delivers to the Company a written instrument by which such transferee
agrees to be bound by the obligations imposed upon such Purchaser hereunder to
the same extent as if such transferee were an original party hereto. As used
herein, the term "affiliated group" includes a Purchaser's spouse, parents,
siblings and descendants (whether natural or adopted) and any trust solely for
the benefit of such Purchaser and/or such Purchaser's spouse, parents, siblings
and/or descendants and, in the case of a Purchaser which is a corporation or
partnership, any shareholder or partner thereof or any entity which controls, is
controlled by or is under common control with such corporation or partnership.
(f) SEVERABILITY Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
this Agreement.
(g) COUNTERPARTS. This Agreement may be executed simultaneously in
two or more counterparts, any one of which need not contain the signatures of
more than one party, but all such counterparts taken together will constitute
one and the same Agreement.
(h) DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.
(i) GOVERNING LAW. The corporate law of the State of Delaware will
govern all issues concerning the relative rights of the Company and its
stockholders. All other questions concerning the construction, validity and
interpretation of this Agreement and the schedule hereto will be governed by the
internal law, and not the law of conflicts, of the Commonwealth of
Massachusetts.
(j) NOTICES. All notices, demands or other communications to be
given or delivered under or by reason of the provisions of this Agreement will
be in writing and will be deemed to have been given when delivered personally or
mailed by certified or registered mail, return receipt requested and postage
prepaid, to the recipient. Such notices, demands and other communications will
be sent
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To the Company: Medical Data Interface Design, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx, President
with a copy to: Xxxxxxx X. Xxxx, Esq.
Rich, May, Xxxxxxxx & Xxxxxxxx, P.C.
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
To the Purchaser: Xxxxx Xxxxxx
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
with a copy to: Xxxxx X. Pravda, Esq.
Xxxxxxx Xxxxxx & Green, P.C.
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first written above.
/s/ Xxxxx Xxxxxx
-----------------------------------
Xxxxx Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxx
MEDICAL DATA INTERFACE DESIGN, INC.
/s/ Xxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxx X. Xxxxx, President
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