EXHIBIT 10(jj)
COMPUTERIZED THERMAL IMAGING, INC.
RESTRICTED STOCK PURCHASE AGREEMENT
THIS RESTRICTED STOCK PURCHASE AGREEMENT (this "Agreement") is entered into
on the 9th day of July 1997 (the "Effective Date"), by and between Computerized
Thermal Imaging, Inc., a Nevada corporation ("CTI") and Manhattan Financial
Group ("MFG").
W I T N E S S E T H:
WHEREAS, CTI needs $150,000 in capital funds to satisfy a public relations
firm contract;
WHEREAS, MFG, an independent contractor financial consulting firm
representing CTI, desires to purchase shares of common stock in CTI for
investment purposes;
WHEREAS, CTI agrees to sell to MFG the requested number of shares based on
the representations and provisions set forth in this Agreement;
NOW, THEREFORE, for and in consideration of the mutual covenants contained
herein and for other good and valuable consideration, the receipt, adequacy and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. SALE OF RESTRICTED STOCK. CTI hereby agrees to sell to MFG, and MFG
agrees to purchase, 500,000 shares of common stock in CTI, subject to the terms
and restrictions set forth in this Agreement (the "Restricted Stock"). The
Restricted Stock shall be issued in consideration for the contribution of
$150,000 to CTI (the "Consideration") to be deposited into an account designated
by CTI. The Consideration shall be paid by MFG in monthly installments to, or
for the benefit of, CTI, as it may direct. Installment payments totaling
$150,000 shall become due and payable according to the Administration Agreement,
which requires the Administrator to deposit monthly the sum of the approved
expenses for the month, which in the end of one year shall not be less than
$150,000.00.
2. RESTRICTIONS AND CONDITIONS.
(a) CONTINUED PERFORMANCE. Any failure by MFG to provide all or part
of the Consideration an independent covenant, shall constitute a material breach
of this Agreement. In the event of default by MFG of this Agreement, MFG shall
be entitled the five (5) days written notice to cure by depositing the full
amount of the installment in default; if MFG does not cure the default, CTI
shall be entitled to elect alternative remedies of either (a) claiming
liquidated damages equal to three times the amount in default that was not cured
within five (5) days after notice, or (b) demanding recision and cancellation of
a pro-rata number of the Restricted Stock. If CTI elects to cancel shares as a
remedy by written notice, MFG hereby consents to the immediate cancellation of
the appropriate shares of Restricted Stock and agrees to return all certificates
representing the Restricted Stock issued, for CTI to authorized reissuance of
certificates representing the remaining shares.
(b) PRICE OF STOCK AND REPURCHASE OPTION. The parties hereby agree
that the Restricted Stock shall be sold to MFG at a price of $0.30 per share.
The Restricted Stock shall be subject to a repurchase option exercisable by CTI
at its sole discretion for a duration of one hundred twenty (120) days from the
Effective Date (the "Repurchase Option"). Such Repurchase Option shall entitle
CTI to repurchase any portion of 250,000 shares of Restricted Stock at ten cents
($0.10 per share) if this sale is advised by CTI's legal counsel to constitute a
breach of any other agreement or regulation, and may be exercisable by providing
MFG with written notice thereof.
3. NON-TRANSFERABILITY OF RESTRICTED STOCK. The Restricted Stock may not
be sold, assigned, transferred, redeemed, pledged or otherwise encumbered during
the period in which the terms, conditions and restrictions of this Agreement
apply. Any attempted sale, pledge, assignment, or other transfer of the
Restricted Stock, without consent of CTI's counsel, shall be null and void
without force or effect.
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4. CERTIFICATES. CTI shall issue instructions to its transfer agent to
issue a stock certificate to MFG for the Restricted Stock within ten (10) days
after the initial payment of $50,000 provided for in Section 1.
5. REQUIREMENTS OF LAW.
(a) COMPLIANCE WITH LAWS. CTI shall not be required to sell or issue
any shares under this Agreement if the issuance of such shares shall constitute
a violation by MFG or CTI of any provisions of any law or regulation of any
governmental authority or the Bylaws of CTI. CTI shall not be obligated to take
any affirmative action other than that which is specifically set forth in this
Paragraph 5 in order to cause the issuance of Restricted Stock pursuant hereto
to comply with any law or regulation of any governmental authority.
(b) FEDERAL AND STATE SECURITIES LAWS. MFG understands that the
Restricted Stock when issued will be restricted securities under the Securities
Act of 1933, as amended (the "SECURITIES ACT"), and that no sale, distribution,
transfer or other disposition of the Restricted Stock can be made by MFG unless
the Restricted Stock has been registered under the Securities Act and applicable
securities laws of any other relevant jurisdiction, or exemptions from such
registrations are available with respect to the proposed sale, distribution,
transfer or other distribution. CTI may, but shall in no event be obligated to,
register any securities covered hereby pursuant to the Securities Act or any
applicable state securities laws. The certificate(s) issued representing the
Restricted Stock may bear a legend in substantially the following form:
"The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended, or under the securities
laws of any state and may not be sold or transferred except upon such
registration or upon receipt by CTI of an opinion of counsel
reasonably satisfactory to CTI that registration is not required for
such sale or transfer."
(c) INVESTMENT INTENT. MFG hereby represents and warrants that the
Restricted Stock is being acquired solely for the account of MFG for investment
purposes only and not with a view to or for the resale, distribution,
subdivision, or fractionalization thereof; MFG has no contract, understanding,
undertaking, agreement, or arrangement with any person to sell, transfer, or
pledge to any person the Restricted Stock or any part thereof; MFG has no
present plans to enter into any such contract, undertaking, agreement or
arrangement; MFG understands the legal consequences of the foregoing
representations and warranties to mean that MFG must bear the economic risk of
the investment in the Restricted Stock for an indefinite period of time; MFG has
such knowledge and experience in financial and business matters that MFG is
capable of evaluating the merits and risks of acquiring the Restricted Stock;
and MFG acknowledges that the acquisition of the Restricted Stock involves a
HIGH degree of risk that may result in the loss of the total amount of MFG's
investment in the Restricted Stock.
(d) DUE DILIGENCE. MFG acknowledges that it has for a reasonable
amount of time had an opportunity to ask questions and receive answers
concerning the terms and conditions of the issuance of the Restricted Stock and
the actual and proposed business and affairs of CTI, and is satisfied with the
results thereof, and been given access, if requested, to all documents with
respect to CTI or this transaction, as well as to such other information that
MFG has requested to evaluate an investment in the Restricted Stock. MFG has
made its own determination of the value of the Restricted Stock and has not
received or relied upon any statements, representations, or warranties of CTI or
its agents or representatives.
6. CHANGES IN CTI'S STRUCTURE.
(a) CHANGES IN STRUCTURE. The existence of the right to receive the
Restricted Stock shall not affect in any way the right or power of CTI or its
officers, directors, or stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in CTI's
capital structure or its business, or any merger or consolidation of CTI, or any
issue of bonds, debentures, or any other security or the dissolution or
liquidation of CTI, or any sale or transfer of all or any part of its assets or
business or any other corporate act or proceeding, whether of a similar
character or otherwise.
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(b) ISSUANCE OF SHARES. Except as hereinbefore expressly provided,
the issuance by CTI of shares of any class, or securities convertible into
shares of any class, for cash or property, or for labor or services, either upon
direct sale or upon the exercise of rights or warrants to subscribe therefor, or
upon conversion of shares or obligations of CTI convertible into such shares or
other securities, shall not affect, and no adjustment by reason thereof shall be
made with respect to, the number of the shares of Restricted Stock to be issued
pursuant to this Agreement.
7. EXPENSES. Each party shall pay its own expenses, including legal
expenses and attorneys' fees, which have been or may be incurred in connection
with the preparation, amendment, or modification of this Agreement and any other
documents and instruments executed in connection herewith. MFG has been advised
to seek its own legal counsel and chose not to do so; MFG acknowledges that
CTI's legal counsel represents solely CTI in the preparation of this Agreement.
8. NOTICES. Any notices or consents required or permitted by this
Agreement shall be in writing and shall be deemed to have been sufficiently
given if delivered in person, or if sent by certified mail, return receipt
requested, or telexed or telefaxed to the party entitled thereto with
confirmation of transmission, addressed as set forth on the signature pages
hereto, unless such address is changed by written notice hereunder. If so
mailed the same shall not be deemed effective until three (3) business days
after posting.
9. AMENDMENTS. No amendment, modification or waiver of this Agreement or
any other agreements or documents executed pursuant hereto shall be effective
unless the same is in writing and signed by the person against whom such
amendment is sought to be enforced.
10. BINDING EFFECTS. This Agreement shall be binding upon and inure to
the benefit of each of the parties hereto and its successors, permitted assigns
and legal representatives.
11. GOVERNING LAW. This Agreement and all other documents executed
pursuant hereto shall be governed by and construed in accordance with the laws
of the State of Texas, without regard to any conflicts of laws principles
thereof.
12. ARBITRATION. Any controversy or claim arising out of or relating to
this Agreement, or the breach, termination, or validity thereof, shall be
settled by final and binding arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association ("AAA Rules") in
effect as of the effective date of this Agreement. The American Arbitration
Association ("AAA") shall be responsible for (i) appointing a sole arbitrator,
and (ii) administering the case in accordance with the AAA Rules. The situs of
the arbitration shall be either Shonomish County, Oregon or Xxxxxx County,
Texas. Upon the application of either party to this Agreement, and whether or
not an arbitration proceeding has yet been initiated, all courts having
jurisdiction hereby are authorized to: (a) issue and enforce in any lawful
manner, such temporary restraining orders, preliminary injunctions and other
interim measures of relief as may be necessary to prevent harm to a parties
interest or as otherwise may be appropriate pending the conclusion of
arbitration proceedings pursuant to this Agreement; and (b) enter and enforce in
any lawful manner such judgments for permanent equitable relief as may be
necessary to prevent harm to a parties interest or as otherwise may be
appropriate following the issuance of arbitral awards pursuant to this
Agreement.
The arbitrator shall decide the case according to and based on the
substantive laws of the state of Texas. Any order or judgement rendered by the
arbitrator may be entered by any court having jurisdiction.
13. GENERAL ASSURANCES. The parties agree to execute, acknowledge, and
deliver all such further instruments, and do all such other acts, as may be
necessary or appropriate in order to carry out the intent and purposes of this
Agreement.
14. SEVERABILITY. If any provision of this Agreement, or the application
of such provision to any person or circumstance, shall be declared judicially to
be invalid, unenforceable or void, such decision will not have the effect of
invalidating or voiding the remainder of this Agreement or affect the
application of such provision to other persons or circumstances, and the parties
agree that the part or parts of this Agreement so held to be invalid,
unenforceable or void will be deemed to have been stricken herefrom and the
remainder of this Agreement will have the same force and effect as if such part
or parts had never been included herein. Any such finding of invalidity or
unenforceability shall
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not prevent the enforcement of such provision in any other jurisdiction to
the maximum extent permitted by applicable law.
15. THIRD PARTY BENEFICIARIES. This Agreement does create rights
enforceable by Liberty Capital Group, Inc., an entity not a party to this
Agreement.
16. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
COMPUTERIZED THERMAL IMAGING, INC.,
A NEVADA CORPORATION
ADDRESS:
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxxx, Xxxxxx 00000
Telefax: (000) 000-0000
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Xxxxx X. Xxxxxxxx,
Chief Executive Officer
MANHATTAN FINANCIAL GROUP
ADDRESS:
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Xxxxx X. Xxxxxx
Title: Sole Owner
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