Exhibit 10.17
SUBSCRIPTION AGREEMENT
THIS AGREEMENT is by and between MATRITECH, INC. (the "Company"), a Delaware
corporation with offices at 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
U.S.A., and the purchaser whose name and address is set forth on the signature
page hereto (the "Purchaser").
IN CONSIDERATION of the mutual covenants contained in this Agreement and good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
SECTION 1. Authorization of Shares. The Company has authorized the sale of
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up to a maximum of 3,500,000 shares (the "Shares") of the Company's Common
Stock, $.01 par value (the "Common Stock").
SECTION 2. Agreement to Sell and Purchase the Shares. At the Closing (as
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defined in Section 4), the Company will sell to the Purchaser, and the Purchaser
will buy from the Company, upon the terms and conditions hereinafter set forth,
the number of Shares set forth on the signature page hereof at a purchase price
per Share equal to $_____ (the "Purchase Price").
The Company represents and warrants that, at the Closing or subsequent
closings, the Company may enter into substantially this same form of purchase
agreement with certain other investors (the "Other Purchasers"). The Purchaser
and the Other Purchasers are hereinafter sometimes collectively referred to as
the "Purchasers," and this Agreement and the agreements executed by the Other
Purchasers are hereinafter sometimes collectively referred to as the
"Agreements."
SECTION 3. Payment of Purchase Price. On or prior to the Closing Date, as
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defined below, the Purchaser will deliver to the Company the full amount of the
aggregate Purchase Price for the Shares purchased hereunder by check or wire
transfer of funds.
SECTION 4. The Closing. The consummation of the transactions contemplated
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by this Agreement (the "Closing") shall occur on a date (the "Closing Date") not
more than sixty (60) days from the date hereof and at such place and time as
shall be mutually agreed by the Company and the Purchasers. At the Closing, the
Company shall deliver to the Purchaser one or more common stock certificates
registered in the name of the Purchaser, or, if so indicated on the signature
page hereof, in the name of a nominee designated by the Purchaser, representing
the number of Shares to be purchased by it.
SECTION 5. Representations, Warranties and Covenants of the Company. The
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Company hereby represents and warrants to, and covenants with, the Purchaser
that, except as disclosed in the Company's Confidential Private Placement
Memorandum dated March 1999, including the exhibits thereto and as supplemented
from time to time prior to the Closing (the "Memorandum"), distributed in
connection with the offer and sale of the Shares, the following statements are
true correct:
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SECTION 5.1. Organization. The Company is duly organized and validly
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existing in good standing under the laws of the State of Delaware. The Company
has full power and authority to own, operate and occupy its properties and to
conduct its business as presently conducted and is registered or qualified to do
business and in good standing in each jurisdiction in which it owns or leases
property or transacts business and where the failure to be so qualified would
have a material adverse effect upon the business, financial condition,
properties or operations of the Company.
SECTION 5.2. Due Authorization. The Company has all requisite power and
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authority to execute, deliver and perform its obligations under this Agreement,
and this Agreement has been duly authorized and validly executed and delivered
by the Company and constitutes legal, valid and binding agreements of the
Company enforceable against the Company in accordance with their respective
terms, except as rights to indemnity and contribution may be limited by state or
federal securities laws or the public policy underlying such laws, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' and contracting
parties' rights generally and except as enforceability may be subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).
SECTION 5.3. Non-Contravention. The execution and delivery of this
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Agreement, the issuance and sale of the Shares to be sold by the Company
hereunder, and the consummation of the transactions contemplated hereby will not
conflict with or constitute a violation of, or default (with the passage of time
or otherwise) under, any material agreement or instrument to which the Company
is a party or by which it is bound or the Amended and Restated Certificate of
Incorporation, as amended (the "Charter") or the Amended and Restated By-Laws,
as amended, of the Company nor result in the creation or imposition of any lien,
encumbrance, claim, security interest or restriction upon any of the material
properties or assets of the Company or an acceleration of indebtedness pursuant
to any obligation, agreement or condition contained in any material bond,
debenture, note or any other evidence of indebtedness or any material indenture,
mortgage, deed of trust or any other agreement or instrument to which the
Company is a party or by which the Company is bound or to which any of the
property or assets of the Company is subject, nor conflict with, or result in a
violation of, any law, administrative regulation, ordinance or order of any
court or governmental agency, arbitration panel or authority applicable to the
Company. No consent, approval, authorization or other order of, or
registration, qualification or filing with, any regulatory body, administrative
agency, or other governmental body in the United States, other than with respect
to "blue sky" laws, is required for the valid issuance and sale of the Shares to
be sold pursuant to this Agreement (other than such as have been made or
obtained).
SECTION 5.4. Capitalization. The capitalization of the Company is as set
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forth in the Memorandum as of the date indicated therein. The Company has not
issued any capital stock since that date other than shares of Common Stock
issued upon exercise of outstanding options or warrants. The Shares have been
duly authorized, and when issued and paid for in accordance with the terms of
this Agreement, will be validly issued, fully paid and nonassessable.
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SECTION 5.5. Legal Proceedings. There is no material legal or governmental
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proceeding pending or, to the knowledge of the Company, threatened or
contemplated to which the Company is or may be a party or of which the business
or property of the Company is or may be subject.
SECTION 5.6. No Violations. The Company is not in violation of its Charter
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or By-Laws, in violation of any law, administrative regulation, ordinance or
order of any court or governmental agency, arbitration panel or authority
applicable to the Company, which violation, individually or in the aggregate,
would have a material adverse effect on the business or financial condition of
the Company, or is in default in any material respect in the performance of any
obligation, agreement or condition contained in any bond, debenture, note or any
other evidence of indebtedness in any indenture, mortgage, deed of trust or any
other agreement or instrument to which the Company is a party or by which the
Company is bound or by which the properties of the Company are bound or
affected, and there exists no condition which, with the passage of time or
otherwise, would constitute a material default under any such document or
instrument or result in the imposition of any material penalty or the
acceleration of any indebtedness.
SECTION 5.7. Governmental Permits, Etc. The Company has all necessary
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franchises, licenses, certificates and other authorizations from any foreign,
federal, state or local government or governmental agency, department, or body
that are currently necessary for the operation of the business of the Company as
currently conducted and as described in the Memorandum, the absence of which
would have a material adverse effect on the business or operations of the
Company.
SECTION 5.8. Financial Statements. The financial statements of the Company
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and the related notes contained in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997 and its Quarterly Reports on Form 10-Q
for the three-month periods ended March 31, 1998, June 30, 1998 and September
30, 1998 attached as an exhibit to the Memorandum (collectively, the "SEC
Filings"), present fairly the financial position of the Company, as of the dates
indicated therein, and the results of its operations and cash flows for the
periods therein specified. Such financial statements (including the related
notes) have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the periods therein
specified and are true, correct and complete in all respects.
SECTION 5.9. Placement Memorandum. The information contained in the
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Memorandum (including the SEC Filings incorporated therein) is true and correct
in all material respects; and the Memorandum does not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
SECTION 5.10. Additional Information. The Company has filed in a timely
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manner all documents that the Company was required to file under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") during the 12 months
preceding the date of this Agreement. The following documents complied in all
material respects with the requirements of the Exchange Act as of their
respective filing dates, and the information contained therein was true and
correct
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in all material respects as of the date of such documents, and each of the
following documents as of the date thereof did not contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, its Quarterly Reports on Form 10-Q for the three-
month periods ended March 31, 1998, June 30, 1998 and September 30,
1998, its Current Report on Form 8-K dated May 14, 1998 and its
Proxy Statement for the Annual Meeting of Stockholders held on June
19, 1998; and
(b) all other documents, if any, filed by the Company with the
Securities and Exchange Commission (the "SEC") since the filing of
the Quarterly Report on Form 10-Q for the three-month period ended
September 30, 1998 pursuant to the reporting requirements of the
Exchange Act.
SECTION 5.11. Intellectual Property. The Company owns all right, title and
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interest in and to, all of the intellectual property owned and used by it (the
"Intellectual Property") free and clear of any liens or encumbrances; in any
case in which the Company does not own such Intellectual Property, it has good
and valid licenses for the same which are in full force and effect; in either
case, the Company has the right to use all Intellectual Property as now used in
its business. No claims have been asserted with respect to the use of any such
Intellectual Property or challenging or questioning the validity or
effectiveness of any such license or agreement.
SECTION 5.12. Default on Contracts. (a) The Company is not in violation of,
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or (with or without notice or the passage of time or both) in default under, any
term or provision of any contract, mortgage, deed of trust, bond, indenture,
lease, license, note, franchise certificate, option, warrant, right or other
instrument, undertaking, document or written agreement and any oral obligation,
right or agreement of any kind and nature whatsoever (hereinafter collectively
referred to as "Contracts" to which the Company is a party or by or to which the
Company or its assets or properties may be bound or affected or subject, which
violation or default might reasonably be expected to have a material adverse
effect on the Company or its business, condition (financial or otherwise),
operations, assets, properties or prospects of any of them. The Company is not
aware of any fact, circumstance or event which reasonably can be expected in the
future to cause a violation or default as described in the preceding sentence.
(b) To the best knowledge of the Company, no party to any Contract
material to the business, condition (financial or otherwise), operations,
assets, properties or prospects of the Company is in violation or default
thereunder, which violation or default might reasonably be expected to have a
material adverse effect on the business, condition (financial or otherwise),
operations, assets, properties or prospects of the Company, and there exists no
fact, circumstance or event, including the transactions contemplated by this
Agreement, which reasonably can be expected in the future to cause any such
party to be in any such violation or default, or which reasonably can be
expected in the future to permit any such party to terminate any such Contract,
which termination might reasonably be expected to have a material adverse effect
on the business, condition (financial or otherwise), operations, assets,
properties or prospects of the Company.
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SECTION 5.13. Listing. The Company shall use its best efforts to comply
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with all requirements of the National Association of Securities Dealers, Inc.
(the "NASD") and The Nasdaq Stock Market, Inc. with respect to the issuance of
the Shares and the listing of the Shares on the Nasdaq National Market.
SECTION 6. Representations, Warranties and Covenants of the Purchaser.
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(a) The Purchaser represents and warrants to, and covenants with, the
Company, as of the date hereof and as of the Closing Date, that: (i) the
Purchaser is an "accredited investor" as defined in the Memorandum; (ii) the
Purchaser is acquiring the number of Shares set forth below for its own account
for investment and with no present intention of distributing any of such Shares
(this representation and warranty not limiting the Purchaser's right to sell
pursuant to an effective registration statement registering the Shares for
resale or to be indemnified pursuant to the provisions hereof); (iii) the
Purchaser will not, directly or indirectly, voluntarily offer, sell, pledge,
transfer or otherwise dispose of (or solicit any offers to buy, purchase or
otherwise acquire or take a pledge of) any of the Shares, except in compliance
with the Securities Act of 1933, as amended (the "Securities Act") and the rules
and regulations promulgated thereunder; (iv) the Purchaser has had an
opportunity to ask questions and receive answers from the management of the
Company regarding the Company, its business and the offering of the Shares; (v)
the Purchaser has completed or caused to be completed the Questionnaire which is
a part hereof and the answers thereto are true and correct to the best knowledge
of the Purchaser as of the date hereof and will be true and correct as of the
effective date of the registration statement referred to in Section 9.1; (vi)
the Purchaser will notify the Company immediately of any change in any of such
information until such time as the Purchaser has sold all of its Shares or until
the Company is no longer required to keep such registration statements effective
pursuant to Sections 9.1(c); and (vii) the Purchaser has, in connection with its
decision to purchase Shares, relied solely upon the documents described in
Section 5.10 and Section 5.11 and the representations and warranties of the
Company contained herein.
(b) The Purchaser acknowledges, represents and agrees that no action
has been or will be taken in any jurisdiction outside the United States by the
Company that would permit an offering of the Shares, or possession or
distribution of offering material in connection with the issue of the Shares, in
any country or jurisdiction outside the United States where action for that
purpose is required. Each Purchaser outside the United States agrees to comply
with all applicable laws and regulations in each foreign jurisdiction in which
it purchases, offers, sells or delivers Shares or has in its possession or
distributes any offering material, in all cases at its own expense.
(c) The Purchaser agrees not to make any sale of the Shares, pursuant
to the registration statement referred to in Section 9.1 without effectively
causing the prospectus delivery requirements under the Securities Act to be
satisfied. The Purchaser acknowledges that there may occasionally be times when
the Company must suspend the use of the prospectus
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forming a part of the Registration Statement until such time as an amendment to
such registration statement has been filed by the Company and declared effective
by the SEC or until the Company has amended or supplemented such prospectus. The
Company agrees to use its best efforts to cause such amended registration
statement to be declared effective and/or to deliver such amended or
supplemented prospectus as soon as possible. The Purchaser hereby covenants that
it will not sell any Shares pursuant to said prospectus during the period
commencing at the time at which the Company gives the Purchaser notice of the
suspension of the use of said prospectus and ending at the time the Company
gives the Purchaser notice that the Purchaser may thereafter effect sales
pursuant to said prospectus.
(d) The Purchaser further represents and warrants to, and covenants
with, the Company that (i) the Purchaser has full right, power, authority and
capacity to enter into this Agreement and to consummate the transactions
contemplated hereby and has taken all necessary action to authorize the
execution, delivery and performance of this Agreement, and (ii) upon the
execution and delivery of this Agreement, this Agreement shall constitute a
valid and binding obligation of the Purchaser enforceable in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors' and
contracting parties' rights generally and except as enforceability may be
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law) and except as
the indemnification agreements of the Purchaser herein may be legally
unenforceable.
SECTION 7. Survival of Representations, Warranties and Agreements.
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Notwithstanding any investigation made by any party to this Agreement, all
covenants, agreements, representations and warranties made by the Company and
the Purchaser herein shall survive the execution of this Agreement, the delivery
to the Purchaser of the Shares being purchased and the payment therefor.
SECTION 8. Conditions to Closing.
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(a) The obligations of the Purchaser to consummate the transactions
contemplated hereby shall be subject to the satisfaction by the Company of each
of the following conditions on or before the Closing Date, any one or more of
which may be waived by the Purchaser:
(i) The representations and warranties of the Company set forth
in this Agreement delivered to the Purchaser by or on behalf of the Company
shall be true and correct as if made on the Closing Date.
(ii) Each of the covenants, agreements and conditions to be
performed and satisfied by the Company pursuant to this Agreement at or prior to
Closing shall have been duly performed and satisfied.
(b) The obligations of the Company to consummate the transactions
contemplated hereby shall be subject to the satisfaction by the Purchaser of
each of the following conditions on or before the Closing Date, any one or more
of which may be waived by the Company:
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(i) The representations and warranties of the Purchaser set forth in
this Agreement shall be true and correct as if made on the Closing Date.
(ii) Each of the covenants, agreements and conditions to be performed
and satisfied by the Purchaser pursuant to this Agreement at or prior to Closing
shall have been duly performed and satisfied.
(iii) The Purchaser shall have paid the Purchase Price in
accordance with Section 3.
SECTION 9. Registration of the Shares; Compliance with the Securities Act.
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9.1. Registration Procedures and Expenses. The Company shall:
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(a) prepare and file with the SEC a registration statement (the
"Registration Statement") covering the resale of the Shares by the
Purchasers from time to time on the Nasdaq National Market or on
such securities market or system on which the Company's Common Stock
shall then be publicly traded, or in privately negotiated
transactions, no later than 30 days following the Closing Date;
(b) use its best efforts, subject to receipt of necessary information
from the Purchasers, to cause the Registration Statement to become
effective as soon as possible thereafter;
(c) prepare and file with the SEC such amendments and supplements to the
Registration Statement and the prospectus used in connection
therewith as may be necessary to comply with the provisions of the
Securities Act until the later of such time as all of the Shares
have been sold pursuant thereto or, by reason of Rule 144(k) under
the Securities Act or any other rule of similar effect, such shares
are no longer required to be registered for the unrestricted sale
thereof by the Purchasers;
(d) furnish to the Purchaser such number of copies of prospectuses and
preliminary prospectuses in conformity with the requirements of the
Securities Act and such other documents as the Purchaser may
reasonably request, in order to facilitate the public sale or other
disposition of all or any of the Shares held by the Purchaser,
provided, however, that the obligation of the Company to deliver
copies of prospectuses or preliminary prospectuses to the Purchaser
shall be subject to the receipt by the Company of reasonable
assurances from the Purchaser that the Purchaser will comply with
the applicable provisions of the Securities Act and of such other
securities or blue sky laws as may be applicable in connection with
any use of such prospectuses or preliminary prospectuses;
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(e) file documents required of the Company for normal blue sky clearance
in all states, provided, however, that the Company shall not be
required to qualify to do business or consent to service of process
in any jurisdiction in which it is not now so qualified or has not
so consented;
(f) bear all expenses in connection with the procedures in paragraphs
(a) through (c) of this Section 9.1, other than brokerage
commissions or placement agent fees and fees and expenses, if any,
of counsel or other advisers to the Purchaser or the Other
Purchasers with respect to the registration and resale of the
Shares; and
(g) prepare and file additional listing applications for the Shares on
the Nasdaq National Market.
The Company understands that the Purchaser disclaims being an underwriter, but
the Purchaser being deemed an underwriter shall not relieve the Company of any
obligations it has hereunder.
SECTION 9.2. Transfer of Shares After Registration. The Purchaser agrees
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that it will not effect any disposition of the Shares, that would constitute a
sale within the meaning of the Securities Act except as contemplated in the
Registration Statements referred to in Section 9.1 or pursuant to an available
exemption from registration under the Securities Act and applicable state
securities laws.
SECTION 9.3. Indemnification.
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(a) For the purpose of this Section 9.3:
(i) the term "Selling Shareholder" shall mean any person or entity
selling Shares pursuant to the Registration Statement, and any affiliate
thereof;
(ii) the term "Registration Statement" shall include any preliminary
prospectus, final prospectus, exhibit, supplement or amendment included in or
relating to the Registration Statement; and
(iii) the term "untrue statement" shall mean any untrue statement or
alleged untrue statement of a material fact in the Registration Statement, or
any omission or alleged omission to state in the Registration Statement a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.
(b) The Company agrees to indemnify and hold harmless each Selling
Shareholder from and against any losses, claims, damages or liabilities to which
such Selling Shareholder
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may become subject (under the Securities Act or otherwise) insofar as such
losses, claims, damages or liabilities (or actions or proceedings in respect
thereof) arise out of, or are based upon, any untrue statement, or arise out of
any failure by the Company to fulfill any undertaking included herein or in the
Registration Statement, and the Company promptly will reimburse such Selling
Shareholder for any legal or other expenses reasonably incurred in
investigating, defending or preparing to defend any such action, proceeding or
claim; provided, however, that the Company shall not be liable in any such case
to the extent that such loss, claim, damage or liability arises out of, or is
based upon, an untrue statement made in reliance upon and in conformity with
written information furnished to the Company by or on behalf of such Selling
Shareholder specifically for use in preparation of the Registration Statement,
or the failure of such Selling Shareholder to comply with the covenants and
agreements contained herein; provided further, that the indemnification
contained in this Section 9.3 with respect to any prospectus after it has been
amended or supplemented, shall not inure to the benefit of any Selling
Shareholder (or any person controlling such Selling Shareholder) from whom the
person asserting such loss, claim, damage, or liability shall have purchased
Shares, that are the subject thereof if, after copies thereof have been
delivered by the Company to such Selling Shareholder, such Selling Shareholder
shall have failed to send or give a copy of the prospectus as then amended or
supplemented, as the case may be, to such person at or prior to the confirmation
of such sale of such Shares, to such person, and, if such loss, claim, damage or
liability would not have arisen but for the failure of such Selling Shareholder
to deliver the same.
(c) The Purchaser agrees to indemnify and hold harmless the Company (and
each other person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act, each officer of the Company who signs the
Registration Statement and each director of the Company) from and against any
losses, claims, damages or liabilities to which the Company (or any such
officer, director or controlling person) may become subject (under the
Securities Act or otherwise), insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of, or are
based upon, any failure of the Purchaser to comply with its covenants and
agreements contained herein, or any untrue statement if such untrue statement
was made in reliance upon and in conformity with written information furnished
by or on behalf of the Purchaser specifically for use in preparation of the
Registration Statement, and the Purchaser promptly will reimburse the Company
(or such officer, director or controlling person), as the case may be, for any
legal or other expenses reasonably incurred in investigating, defending or
preparing to defend any such action, proceeding or claim.
(d) Promptly after receipt by any indemnified person of a notice of a
claim or the beginning of any action in respect of which indemnity is to be
sought against an indemnifying person pursuant to this Section 9.3, such
indemnified person shall notify the indemnifying person in writing of such claim
or of the commencement of such action, and, subject to the provisions
hereinafter stated, in case any such action shall be brought against an
indemnified person and such indemnifying person shall have been notified
thereof, such indemnifying person shall be entitled to participate therein, and,
to the extent it shall wish, to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified person. After notice from the
indemnifying person to such indemnified person of its election to assume the
defense thereof, such indemnifying person shall not be liable to such
indemnified person for any legal expenses
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subsequently incurred by such indemnified person in connection with the defense
thereof. In the event that the indemnifying party shall have assumed the defense
of such action, such indemnifying party shall not enter into any compromise or
settlement without the indemnified party's prior written consent, which consent
shall not be unreasonably withheld, delayed or denied.
SECTION 9.4. Termination of Conditions and Obligations. The restrictions
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imposed by Section 6 or Section 9.2 upon the transferability of the Shares shall
cease and terminate as to any particular Shares when such Shares shall have been
effectively registered under the Securities Act and sold or otherwise disposed
of in accordance with the intended method of disposition set forth in the
Registration Statement or at such time as an opinion of counsel satisfactory to
the Company shall have been rendered to the effect that such restrictions are
not necessary in order to comply with the Securities Act. The Company will use
its best efforts to maintain the effectiveness of the Registration Statement
until all of the Purchasers have disposed of all of their Shares, or the Shares
have become freely tradable without restriction under Rule 144(k).
SECTION 9.5. Information Available. So long as the Registration Statement is
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effective covering the resale of Shares owned by the Purchaser, the Company will
furnish to the Purchaser upon request:
(a) any document filed by the Company with the SEC;
(b) upon the reasonable request of the Purchaser, any other information
concerning the Company that is generally available to the public;
and
(c) an adequate number of copies of the prospectuses relating to the
resale of the Shares to supply to any party requiring such
prospectuses.
SECTION 10. Notices. All notices, requests, consents and other
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communications hereunder shall be in writing, shall be mailed by first-class
registered or certified mail, postage prepaid, and shall be deemed given when so
mailed:
(a) if to the Company to:
Matritech, Inc.
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Chief Executive Officer
(b) if to the Purchaser, at its address as set forth at the end of
this Agreement, or at such other address or addresses as may have been furnished
to the Company in writing.
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SECTION 11. Termination.
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(a) By the Purchaser. The Purchaser may terminate this Agreement
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immediately, if at any time prior to the Closing, the Company shall cease
conducting business in the normal course; become insolvent or become unable to
meet its obligations as they become due; make a general assignment for the
benefit of creditors; petition, apply for, suffer or permit with or without its
consent the appointment of custodian, receiver, trustee in bankruptcy or similar
officer for all or any substantial part of its business or assets; avail itself
or become subject to any proceeding under the Federal Bankruptcy Code or any
similar state, federal or foreign statute relating to bankruptcy, insolvency,
reorganization, receivership, arrangement, adjustment of debts, dissolutions or
liquidation.
(b) By the Company. The Company may terminate this Agreement at any
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time prior to the Closing.
SECTION 12. Changes. Any term of the Agreements may be amended or
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compliance therewith waived with the written consent of the Company and the
holders of a majority of the Shares purchased pursuant to the Agreements.
SECTION 13. Headings. The headings of the various sections of this
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Agreement have been inserted for convenience of reference only and shall not be
deemed to be part of this Agreement.
SECTION 14. Severability. In case any provision contained in this Agreement
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should be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.
SECTION 15. Governing Law. This Agreement shall be governed by and
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construed in accordance with the internal laws of the Commonwealth of
Massachusetts and United States federal law.
SECTION 16. Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument, and shall become effective
when one or more counterparts have been signed by each party hereto and
delivered to the other parties.
IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be executed by their duly authorized representatives as of the
following date.
Dated: March ___, 1999
MATRITECH, INC.
By:
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Title:
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[Purchaser Signature Page Continues on the Following Page]
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PURCHASER SIGNATURE PAGE AND QUESTIONNAIRE
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The undersigned Purchaser hereby executes the Securities Purchase Agreement
with Matritech, Inc. (the "Company") and hereby authorizes this signature page
to be attached to a counterpart of such document executed by a duly authorized
officer of the Company.
No. of Shares to be ______________________________
Purchased:_______________ Name of Purchaser [PLEASE
PRINT OR TYPE]
Aggregate Purchase By:___________________________
Price__________________$ [SIGN HERE]
Title:__________________________
Purchaser is an "accredited investor" as defined in Regulation D under the
Securities Act of 1933.
Name in which Shares are
to be registered: ______________________________
Address of registered holder: ______________________________
______________________________
Social Security or Tax ID Number: ______________________________
Contact name and telephone number
regarding settlement and ______________________________
registration: Name
______________________________
Telephone Number
Number of shares of common stock of the Company beneficially owned (meaning
shares owned or controlled or which the Purchaser has the right to acquire or
vote) by the Purchaser, other than the Shares being purchased pursuant
hereto:____________________
Have you or your organization had any position, office or other material
relationship with the Company within the past three years?
_____ Yes _____ No
Do you or your organization have any direct or indirect affiliation or
association with any NASD member? _____ Yes _____ No
If "Yes" to either of the last two questions, please indicate the nature of any
such relationships below:
