AGREEMENT
This Agreement is entered into this 7th day of April, 2000 by and among
x-XxxXxxx.xxx, a Nevada corporation ("eMed") and Xxxx Xxxxx, Xxxxxxx Xxxxx,
Xxxxxxx Xxxxx, Prime A. Investments and Xxxxx X. Xxxxxx, ( referred to
collectively as the Shareholders) who together own 100% of the issued and
outstanding shares of common stock of XxxxxXX.xxx, Inc. (formerly known as
Primed Pharmacy Group, Inc.) ("Primed").
WHEREAS, eMed and Primed desire to provide a means by which the
Shareholders can exchange some of their shares of Primed for shares of the
common stock of eMed; and
WHEREAS, the Parties desire that eMed can acquire up to 33 percent of
Primed's outstanding common stock under certain conditions.
NOW, THEREFORE, in consideration of the premises and the mutual promises
and covenants set forth below, the parties agree as follows:
1. eMed hereby grants to the Shareholders a ten year option (the
"Option") to exchange their shares of Primed common stock for three million
shares of eMed common stock at an exchange rate which would result in the
Shareholders acquiring three million shares of eMed if the Shareholders
exchanged shares representing 33 percent of the outstanding shares of Primed.
Shareholders will be permitted to exercise their rights under the Option in
whole or in part, from time to time, at their discretion throughout the term
of the Option.
2. In the event that Primed conducts an initial public offering or if
there is a change of control of Primed before the Option is exercised in full,
eMed will have the option of requiring Shareholders to exercise any
unexercised portion of the Option just before the completion of such event. A
change of control for purposes of this paragraph will be defined as a change
in the ownership of Primed where the Shareholders no longer hold at least
fifty percent of the voting control of Primed.
3. The shares of eMed which will be issued to the Shareholders will be
restricted securities as that term is defined in Rule 144, and the shares of
Primed which may be exchanged will similarly be restricted securities.
4. In the event that eMed completes any reorganization, stock splits or
stock dividends before the Option has been exercised in full, the number of
shares of eMed common stock which may be acquired upon the exercise of the
Option will be adjusted accordingly.
5. EMed agrees to include the first 750,000 shares of eMed common stock
acquired by the Shareholders upon the exercise of the Option in the first
registration statement which eMed files after the execution of this Agreement,
other than registration statements on Form S-8 or S-4. This registration
statement will cover the resale of the 750,000 shares, and eMed currently
plans to have such registration statement declared effective by the Securities
and Exchange Commission before July 31, 2000.
6. Emed agrees to file a registration statement for any remaining shares
which are acquired by Shareholders upon exercise of the Option and to have
such registration statement declared effective by April 7, 2001. It is the
intent of the parties that this will be a shelf registration which will result
in registered shares of eMed common stock being issued to the Shareholders
upon their exercises of the Option after April 7, 2000.
7. Shareholders agree that with respect to any of their shares of eMed
common stock which are registered, they will not sell, in the aggregate, more
than 10,000 shares per day without the prior written consent of eMed, and no
sales will be made at a price below $8.00 per share. Shareholders further
agree that they will place the eMed shares they are selling in accounts with
Sutro & Company, Inc., and that all sales will be made from these accounts.
The foregoing provisions will not apply to the extent that any shares are
registered in an underwritten offering where the shares are purchased by the
underwriter.
8. The interpretation of this Agreement will be governed by the laws of
the State of California, and any actions to enforce the provisions of this
Agreement must be filed in the State of California.
9. This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
10. All stock issued hereunder shall be placed in a ten year voting
trust with two trustees: Xxxx Xxxxx and Xxx Xxxxxx or if they both resign,
Bank of America.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
x-XxxXxxx.xxx, Inc.
_________________________ By:__________________________
Xxxx Xxxxx Xxxx X. Xxxxxxx, President
_________________________
Xxxxxxx Xxxxx
_________________________
Xxxxxxx Xxxxx
_________________________
Xxxxx X. Xxxxxx
Prime A. Investments, LLC
By: _____________________
Xxxx Xxxxx
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