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EXHIBIT 10.21
REIMBURSEMENT AGREEMENT
This Reimbursement Agreement is made and entered into as of the 28th
day of May, 1997 ("Effective Date") by and between MEDPLUS, INC., an Ohio
corporation with its principal place of business at 0000 Xxxxxxxx'x Xxxx Xxxxx,
Xxxxxxxxxx, XX 00000 ("MedPlus") and its wholly-owned subsidiary, UNIVERSAL
DOCUMENT MANAGEMENT SYSTEMS, INC., an Ohio corporation with its principal place
of business at 0000 Xxxxxxxx'x Xxxx Xxxxx, Xxxxxxxxxx, XX 00000 ("UDMS").
W I T N E S S E T H:
WHEREAS, UDMS desires to acquire a number of CAD software resellers
and/or other companies whose business may complement that of UDMS ("Prospect
Companies") to help distribute UDMS' product (the "Acquisitions"); and
WHEREAS, UDMS and its sole shareholder, MedPlus, believe that, in the
event the Prospect Companies are acquired, it will be in the best interests of
UDMS to conduct an initial public offering of UDMS Common Stock following its
acquisition of such Prospect Companies (an "IPO"); and
WHEREAS, UDMS has incurred and shall continue to incur substantial
costs and require administrative and operational assistance associated with the
due diligence and negotiations involved with the Acquisitions and in conducting
the IPO and transactions related thereto; and
WHEREAS, MedPlus has provided and shall continue to provide
administrative and operational services (the "Services") to UDMS, and UDMS has
borrowed, and desires to continue to borrow, from MedPlus the funds necessary to
conduct the Acquisitions, the IPO and related transactions, including but not
limited to the administrative assistance necessary to recruit and the funds
required to compensate certain advisors and/or consultants to assist UDMS with
the Acquisitions and the IPO, due diligence services and costs, audit services
and fees and recruitment of the Prospect Companies by UDMS (the funds provided
by MedPlus shall be referred to as the "Funding").
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and for other good and valuable consideration, the sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:
1. OBLIGATIONS OF MEDPLUS. Subject to the terms and conditions set forth
herein, and as periodically requested by UDMS in accordance herewith,
MedPlus hereby agrees to provide to UDMS, and/or directly distribute or
provide on UDMS' behalf to certain third parties, the Services and the
Funding.
2. MONTHLY REPORTS. Each month during the Term (as hereinafter defined),
MedPlus shall provide to UDMS a report describing (1) the cost of the
Services and the Funding provided to UDMS and/or to third parties on
behalf of UDMS during such month and (2) interest accrued thereon at a
rate equal to MedPlus' then-current borrowing rate with the Provident
Bank, Cincinnati, Ohio plus 1% ("Interest") (the "Monthly Reports").
Specifically, the value of Services provided during such month, including
but not limited to legal, accounting and recruitment services, shall be
calculated based on industry standard rates for such services. Within 15
days of its receipt of a Monthly Report, UDMS shall notify MedPlus of any
discrepancies contained in such Monthly Report. If UDMS does not notify
MedPlus with respect to any discrepancies in a Monthly Report during such
15 day period, the information contained in such Monthly Report shall be
assumed to be accurate.
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3. FUNDING AGENT. The Funding shall be made solely by MedPlus. UDMS shall
deal directly with MedPlus, shall reimburse MedPlus with respect to the
Funding and shall be entitled to rely upon MedPlus with respect to all
matters relating to the Funding.
4. USE OF PROCEEDS FROM THE FUNDING. The proceeds of the Funding shall be
used by UDMS for the purpose of the Acquisitions, the IPO and related
matters.
5. REPAYMENT OF THE FUNDING. UDMS shall reimburse MedPlus with respect to the
Services and the Funding, as described in the Monthly Reports, as follows:
(a) in the event the IPO is completed, then within 30 days following
such IPO, UDMS shall reimburse MedPlus for the value of the Services
and the Funding plus Interest; or
(b) in the event the IPO is not completed but UDMS receives third party
financing, then, at the request of MedPlus, UDMS shall immediately
reimburse MedPlus for the value of the Services and the Funding plus
Interest.
6. EVENTS OF DEFAULT. An "Event of Default" shall exist if any of the
following occurs and is continuing:
(a) UDMS fails to make any payment of principal on any note executed in
connection with this Agreement on or before fifteen business days
after the date such payment is due;
(b) UDMS fails to make any payment of interest on any note executed in
connection with this Agreement on or before fifteen business days
after the date such payment is due;
(c) UDMS fails to comply with any other provision of this Agreement, and
such failure continues for more than 30 days after such failure
shall first become known to any officer of UDMS;
(d) UDMS becomes insolvent or bankrupt, or makes an assignment for the
benefit of creditors, or consents to the appointment of a trustee,
receiver or liquidator; or
(e) bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings are instituted by or against UDMS.
7. ACCELERATION. If an Event of Default exists, MedPlus may immediately
exercise any right, power or remedy permitted to MedPlus by law, and shall
have, in particular, without limiting the generality of the foregoing, the
right to declare the entire principal and all interest accrued on all
notes then outstanding pursuant to this Agreement to be forthwith due and
payable, without any presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived by UDMS.
8. MISCELLANEOUS.
(a) This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties.
(b) This Agreement may be amended, and the observance of any term of
this Agreement may be waived, with (and only with) the written
consent of UDMS and MedPlus.
(c) Two or more duplicate originals of this Agreement may be signed by
the parties, each of which
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(d) shall be an original but all of which together shall constitute one
and the same instrument. This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties to this Agreement have executed this
Agreement as of the date first written above.
UNIVERSAL DOCUMENT MANAGEMENT
SYSTEMS, INC.
By:
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Its:
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MEDPLUS, INC.
By:
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Its:
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