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EXHIBIT 3.1
(3) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS
3.1 STOCK PURCHASE AGREEMENT FOR FOUNDERS
(COMMON STOCK)
FEBRUARY 26, 1998
HyperBaric Systems
c/o 0000 Xxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Gentlemen:
The undersigned (herein referred to as the "Investor") hereby agrees to
purchase _____________ shares of the common stock (the "Shares") of HyperBaric
Systems, a California corporation (the "Company"), at the time and upon the
terms and conditions as set forth herein.
Section 1 Investment in Common Stock.
The Investor acknowledges his/her understanding that the Company has
only recently been organized and that it is in the early development stage,
presently has no revenues and may never be able to implement its business plan.
Investor recognizes and acknowledges that the Company will probably incur losses
during its first years of operation.
Section 2 Purchase of Common Stock.
Investor agrees to purchase an aggregate of _______ shares of common
stock at a purchase price of $____ or $.01 per share. The purchase price for the
Shares has been paid by the Investor by pre-incorporation services rendered to
the Company prior to the date hereof (the "Services"). [The Services included,
among other things, the development and preparation of the Company's business
plan, the efforts involved in obtaining funding for the Company and _______.]
The Company acknowledges that such Services have been so rendered. The Board of
Directors of the Company has determined that the value of such Services equals
the purchase price for the Shares and Investor agrees that the Shares are
sufficient to repay him/her in full for the Services.
Section 3 Investment Representations of Investor.
At the time of the issuance of the Shares purchased by the Investor, the
Investor shall deliver to the Company an investment letter in the form of
Exhibit 1 to this Agreement.
Section 4 Voting Agreement.
At the time of the issuance of the Shares purchased by the Investor, the
Investor shall deliver to the Company an executed Voting Agreement in the form
of Exhibit 2 to this Agreement.
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Section 5 Miscellaneous.
(a) Governing Law. This Agreement shall be governed by and
construed under the laws of the State of California as applied to agreements
among California residents, made and to be performed entirely within the State
of California.
(b) Successors and Assigns. Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors, and administrators of
the parties hereto.
(c) Entire Agreement. This Agreement and any other document
delivered pursuant hereto constitute the full and entire understanding and
agreement among the parties with regard to the subjects hereof and no party
shall be liable or bound to any other party in any manner by any
representations, warranties, covenants, or agreements except as specifically set
forth herein or therein.
(d) Modification. This Agreement may be modified, amended or
waived only by a writing executed by the parties hereto.
(e) Notices. All notices and other communications required
or permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, return receipt requested, postage prepaid, or otherwise
delivered by hand, messenger or facsimile transmission, to the addresses which
appear on the signature page of this Agreement. Any party may change the address
at which it is to receive notices and communications by so notifying the other
parties to this Agreement in the manner set forth in this Section 5(e).
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first written above.
Name of Investor:
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Address:
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HYPERBARIC SYSTEMS
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By:
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Title:
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Address:
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