STOCK REDEMPTION AGREEMENT
THIS STOCK REDEMPTION AGREEMENT (this "Agreement") is made
and entered into as of the 1st day of March, 2000 (the "Effective
Date"), by and between LEARNING VOYAGE, INC., a Delaware
corporation with its principal location at Mercantile Center, 000
Xxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxx 00000 (the
"Corporation") and MEDPLUS, INC., an Ohio corporation with its
principal location at 0000 Xxxxxxxx'x Xxxx Xxxxx, Xxxxxxxxxx,
Xxxx 00000 (the "Stockholder").
W I T N E S S E T H :
WHEREAS, the Stockholder owns 585,000 shares of the
outstanding Common Stock of the Corporation (the "Shares"), which
constitutes 78% of the issued and outstanding shares of the
Corporation's Common Stock; and
WHEREAS, the Stockholder desires to sell to the Corporation
the Shares pursuant to the terms and conditions set forth below;
and
WHEREAS, the Corporation desires to purchase the Shares
pursuant to the terms and conditions set forth below.
NOW THEREFORE, for and in consideration of the mutual
promises set forth herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Redemption of Shares. The Stockholder shall, upon the terms
and conditions hereinafter set forth, sell, transfer and deliver
to the Corporation, free and clear of all liens, claims and
encumbrances, all of the Shares. The Stockholder shall endorse
the stock certificates evidencing the Shares of the Corporation
and transfer such certificates to the Corporation. The
Stockholder agrees to take all action necessary, including the
execution and delivery of a stock power, to effectuate the
transfer of the Shares to the Corporation.
2. Payments by the Corporation. In consideration of the
purchase of the Shares, and as full and complete payment for the
Shares, the Corporation shall pay the Stockholder the following:
a. Cash in the amount of $300,000.
b. $450,000 in the form of a Promissory Note of even date
herewith, made by the Corporation and guaranteed by LV
Acquisition, LLC, an Ohio limited liability company ("NewCo"), in
the form attached hereto as Exhibit 2(a)(1), bearing interest at
a rate equal to the rate announced from time to time by Provident
Bank, Ohio, as its prime rate plus 2%, per annum. The guaranty
of NewCo shall be secured by a pledge by NewCo of its Common
Stock of the Corporation in the form attached hereto as Exhibit
2(a)(2).
c. All shares of the outstanding common stock of DiaLogos
Incorporated, a Delaware corporation ("DiaLogos"), held in the
name of the Corporation (the "DiaLogos Shares"), free and clear
of all liens, claims and encumbrances. The Corporation shall
endorse the stock certificates evidencing the DiaLogos Shares and
transfer such certificates to the Stockholder. The Corporation
agrees to take all actions necessary, including the execution and
delivery of a stock power, to effectuate the transfer of the
DiaLogos Shares to the Stockholder.
d. A Common Stock Warrant (the "Warrant"), in the form attached
hereto as Exhibit 2(d), pursuant to which the Stockholder will
have the right to purchase 80,000 shares of the Common Stock of
the Corporation at a price of $.01 per share. As additional
consideration for the issuance of the Warrant by the Corporation,
the Stockholder hereby agrees to forgive any and all amounts owed
by the Corporation to the Stockholder as of the Effective Date.
e. The Stockholder shall be liable for all taxes owed by the
Stockholder as a result of any payments made by the Corporation
to the Stockholder pursuant to this Section 2.
3. Representations and Warranties of the Stockholder. The
Stockholder hereby makes the following representations and
warranties to the Corporation:
a. The Shares constitute all of the Stockholder's interest in
the Corporation.
b. The Stockholder is the sole and exclusive holder and owner of
the Shares free and clear of all liens, pledges, hypothecations,
claims, restrictions or encumbrances, and no other person, firm
or corporation has any interest whatsoever in the Shares. The
sale provided for herein will vest in the Corporation absolute
title to the Shares, free and clear of any and all encumbrances,
liens, restrictions, claims, options, agreements and conditions.
c. The Stockholder has the full right, power, legal capacity and
authority to sell and transfer the Shares, free and clear of any
statutory, contractual or other limitations and to enter into and
perform its obligations under this Agreement.
d. This Agreement constitutes a valid and legally binding
obligation of the Stockholder, enforceable against it in
accordance with the terms hereof, except to the extent
enforcement is affected by laws pertaining to bankruptcy,
reorganization, insolvency, creditors rights and similar laws of
general application relating to and affecting enforcement by
creditors and by the availability of injunctive relief or
specific performance and other equitable remedies.
4. Representations and Warranties of the Corporation. The
Corporation hereby makes the following representations and
warranties to the Stockholder:
a. The Corporation has the full right, power, legal capacity and
authority to purchase the Shares and to enter into and perform
its obligations under this Agreement.
b. This Agreement constitutes a valid and legally binding
obligation of the Corporation, enforceable against it in
accordance with the terms hereof, except to the extent
enforcement is affected by laws pertaining to bankruptcy,
reorganization, insolvency, creditors rights and similar laws of
general application relating to and affecting enforcement by
creditors and by the availability of injunctive relief or
specific performance and other equitable remedies.
c. The DiaLogos Shares constitute all of the Corporation's
interest in DiaLogos.
d. The Corporation is the sole and exclusive holder and owner of
the DiaLogos Shares free and clear of all liens, pledges,
hypothecations, claims, restrictions or encumbrances, and no
other person, firm or corporation has any interest whatsoever in
the DiaLogos Shares. The sale provided for herein will vest in
the Stockholder absolute title to the DiaLogos Shares, free and
clear of any and all encumbrances, liens, restrictions, claims,
options, agreements and conditions.
5. Survival of Representations and Warranties. The
representations and warranties contained in Sections 3 and 4 of
this Agreement shall survive the consummation of the transactions
contemplated by this Agreement and shall not expire.
6. Conditions Precedent to Obligations of the Stockholder. The
obligations of the Stockholder under this Agreement are, at the
option of the Stockholder, subject to the satisfaction, on or
prior to the Closing Date, of the following conditions:
a. The Stockholder, the Corporation and any applicable third-
parties shall have reached an agreement with respect to the
division between the Stockholder and the Corporation of leased
equipment set forth on Schedule 6(a).
b. The Corporation shall have obtained all third-party consents,
approvals and authorizations necessary to consummate the
transactions contemplated by this Agreement, including but not
limited to, consents with respect to the agreements set forth on
Schedule 6(b).
c. All material matters, proceedings, instruments and documents
required to consummate the transactions contemplated by this
Agreement shall have been approved at or before the closing by
the Stockholder and counsel for the Stockholder.
7. Conditions Precedent to Obligations of the Corporation. The
obligations of the Corporation under this Agreement are, at the
option of the Corporation, subject to the satisfaction, on or
prior to the Closing Date, of the following conditions:
a. The Corporation shall have received an executed stock
subscription agreement from NewCo, pursuant to which NewCo shall
subscribe for 585,000 shares of Common Stock of the Corporation
and pay to the Corporation the consideration set forth on such
stock subscription agreement.
b. DiaLogos and the Corporation shall have executed and
delivered an Assignment and Assumption Agreement substantially in
the form set forth at Exhibit 7(b), pursuant to which the
Corporation shall assign and DiaLogos shall assume those
Agreements set forth on Schedule 7(b).
c. The Stockholder, the Corporation and any applicable third-
parties shall have reached an agreement with respect to the
division between the Stockholder and the Corporation of leased
equipment set forth on Schedule 6(a).
d. The Corporation shall have obtained the consents, approvals
and authorizations necessary to consummate the transactions
contemplated by this Agreement, including but not limited to,
consents with respect to the agreements set forth on Schedule
6(b).
e. All material matters, proceedings, instruments and documents
required to consummate the transactions contemplated by this
Agreement shall have been approved at or before the closing by
the Corporation and counsel for the Corporation.
8. Closing; Closing Date. Unless the parties hereto otherwise
agree, and subject to the conditions set forth herein, the
Closing of this Agreement (the "Closing") shall occur on March 8,
2000 (the "Closing Date").
9. Further Assurances. Each of the parties hereto shall, upon
the request of the other, execute, acknowledge and deliver any
other documents or instruments that may be reasonably required to
effect the intent of this Agreement.
10. General Provisions.
a. This Agreement shall be governed and construed in accordance
with the laws of the State of Ohio.
b. This Agreement sets forth the entire understanding of the
parties hereto and supersedes all prior agreements or
understandings, oral or written, express or implied, with respect
to the subject matter hereof. No terms, conditions or
warranties, other than those contained herein, and no amendments
or modifications hereto shall be binding unless made in writing
and signed by the parties hereto.
c. This Agreement shall be binding on, and shall inure to the
benefit of, the parties hereto and their respective heirs, legal
representatives and successors.
d. If any provisions of this Agreement are held to be illegal,
invalid or unenforceable under present or future laws, now or
hereafter in effect, such provision shall be fully severable and
this Agreement shall be construed and enforced as if such
illegal, invalid or unenforceable provision never comprised a
part hereof. The remaining provisions hereof shall remain in
full force and effect and shall not be affected by such illegal,
invalid or unenforceable provision or by its severance herefrom.
e. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which
together will constitute the same document.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement on March 8, 2000 to be effective as of the Effective
Date.
MEDPLUS, INC. LEARNING VOYAGE, INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: VP Finance, CFO Title: President
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