NATIONAL HEALTH PARTNERS, INC. SECURITIES PURCHASE AGREEMENT
Exhibit 10.4
NATIONAL HEALTH PARTNERS, INC.
SECURITIES PURCHASE AGREEMENT
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CLASS A WARRANTS
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CONFIDENTIAL
NOTICE TO OFFEREES
THE RECIPIENT OF THIS SECURITIES PURCHASE AGREEMENT HAS REQUESTED THAT
NATIONAL HEALTH PARTNERS, INC. (THE "COMPANY") PROVIDE THE RECIPIENT WITH A COPY
OF THIS SECURITIES PURCHASE AGREEMENT. THIS SECURITIES PURCHASE AGREEMENT IS
BEING PROVIDED TO THE RECIPIENT BASED ON THE RECIPIENT'S PRIOR EXPRESS AGREEMENT
TO KEEP THE INFORMATION CONTAINED IN THIS SECURITIES PURCHASE AGREEMENT
CONFIDENTIAL. BY ACCEPTING RECEIPT OF THIS SECURITIES PURCHASE AGREEMENT, THE
RECIPIENT ACKNOWLEDGES AND AGREES THAT THE SECURITIES PURCHASE AGREEMENT HAS
BEEN FURNISHED TO RECIPIENT ON A CONFIDENTIAL BASIS SOLELY FOR THE PURPOSE OF
ENABLING THE RECIPIENT TO EVALUATE THE COMPANY, THE RECIPIENT MAY NOT DISTRIBUTE
THIS SECURITIES PURCHASE AGREEMENT TO ANYONE WITHOUT THE PRIOR WRITTEN CONSENT
OF THE COMPANY, AND THE RECIPIENT WILL NOT REPRODUCE OR REDISTRIBUTE THIS
SECURITIES PURCHASE AGREEMENT, IN WHOLE OR IN PART, OR DISCLOSE, DIRECTLY OR
INDIRECTLY, ANY OF THE CONTENTS OF THIS SECURITIES PURCHASE AGREEMENT TO ANYONE
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER THE APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS SECURITIES PURCHASE
AGREEMENT AND THE OTHER OFFERING DOCUMENTS DO NOT CONSTITUTE AN OFFER TO SELL OR
SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THE SECURITIES ARE BEING SOLD FOR INVESTMENT PURPOSES ONLY, WITHOUT A VIEW
TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE TRANSFERRED, RESOLD OR OFFERED
FOR RESALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND EFFECTIVE REGISTRATION OR QUALIFICATION UNDER THE APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, OR THE AVAILABILITY OF AN
EXEMPTION THEREFROM.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR THE SECURITIES
COMMISSION OR OTHER REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS SECURITIES PURCHASE AGREEMENT OR ANY OF THE OTHER OFFERING
DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is entered into by
and between NATIONAL HEALTH PARTNERS, INC., an Indiana corporation (the
"Company"), and the purchaser or purchasers identified on the signature page
hereof ("Purchaser").
R E C I T A L S:
WHEREAS, Purchaser desires to purchase, and the Company desires to sell,
warrants to purchase shares of the Company's common stock on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and
representations, warranties, covenants and agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the parties
hereto hereby agree as follows:
1. The Offering.
(a) Private Offering. The securities offered hereby are being offered in a
private offering (the "Offering") of Class A warrants ("Class A Warrants" or,
the "Warrants") to acquire up to 8,000,000 shares of common stock, $.001 par
value per share ("Common Stock"). The Warrants will be sold in units ("Units")
comprised of one Class A Warrant. A maximum of 8 Units are being offered hereby
for aggregate gross proceeds to the Company of $800. The Units are being sold on
a reasonable "best efforts" basis at a purchase price of $100 per Unit pursuant
to Section 4(2) of the Securities Act of 1933, as amended (the "Securities
Act"), and/or Rule 506 of Regulation D thereunder. The Company has the right to
increase the amount of the Offering in its sole and absolute discretion. The
Units are being offered solely to a limited number of "accredited investors" as
that term is defined in Rule 501(a) of the Securities Act during an offering
period commencing January 10, 2011 and terminating on January 13, 2011, unless
earlier terminated or otherwise extended by the Company in its sole discretion.
This Agreement and the Warrant Certificates (as defined in Section 1(b) below)
are hereinafter referred to collectively as the "Offering Documents." The
Warrants and the shares of Common Stock issuable upon exercise of the Warrants
are hereinafter referred to collectively as the "Securities." All references to
"dollar" or "$" are references to U.S. Dollars.
(b) Description of Warrants. Each Class A Warrant shall be exercisable into
1,000,000 shares of Common Stock at an exercise price of $0.005 per share until
December 31, 2011. The shares of Common Stock issuable upon the exercise of the
Warrants shall be entitled to the registration rights set forth in Section 8
hereof. The terms of the Class A Warrants are set forth in the Form of Class A
Warrant attached hereto and made a part hereof as Exhibit A (the "Class A
Warrant Certificate" or, the "Warrant Certificate").
(c) Use of Proceeds. Assuming all of the Units in the Offering are sold,
the aggregate gross proceeds to the Company will be approximately $800. The
Company intends to use the proceeds for general working capital purposes.
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(d) Placement Agent and Finder Fees. The Company reserves the right to pay
reasonable placement agent and finder fees in cash or equity.
2. Sale and Purchase of Units.
(a) Sale and Purchase of Units. Subject to the terms and conditions hereof,
the Company agrees to sell, and Purchaser irrevocably subscribes for and agrees
to purchase, the number of Units set forth on the signature page of this
Agreement at a purchase price of $100 per Unit. The aggregate purchase price for
the Units shall be as set forth on the signature page hereto (the "Purchase
Price") and shall be payable upon execution hereof by check or wire transfer of
immediately available funds.
(b) Subscription Procedure. In order to purchase Units, Purchaser shall
deliver to the Company, at its principal executive office identified in Section
16 hereof: (i) one completed and duly executed copy of this Agreement; and (ii)
immediately available funds, or a certified check or bank check, in an amount
equal to the Purchase Price. Execution and delivery of this Agreement shall
constitute an irrevocable subscription for that number of Units set forth on the
signature page hereto. Payment for the Units may be made by wire transfer to:
T.D. Bank Philadelphia, PA.
Routing Number: 000000000
Account Name: National Health Partners, Inc.
Account Number: 367884541
Swift Code: XXXXXX00
or by certified check or bank check made payable in U.S. Dollars to "National
Health Partners, Inc." Receipt by the Company of funds wired, or deposit and
collection by the Company of the check tendered herewith, will not constitute
acceptance of this Agreement by the Company. The Units subscribed for will not
be deemed to be issued to, or owned by, Purchaser until the Company has executed
this Agreement. This Agreement will either be accepted by the Company, in whole
or in part, in its sole discretion, or rejected by the Company as promptly as
practicable. If this Agreement is accepted only in part, Purchaser agrees to
purchase such smaller number of Units as the Company determines to sell to
Purchaser. If this Agreement is rejected for any reason, including the
termination of the Offering by the Company, this Agreement and all funds
tendered herewith will be promptly returned to Purchaser, without interest or
deduction of any kind, and this Agreement will be void and of no further force
or effect.
(c) Closing. Subscriptions will be accepted at one or more closings
("Closings") at such time, on such date and in such manner as the Company shall
determine in its sole discretion. Upon the Closing, the subscription evidenced
hereby, if not previously rejected by the Company, will, in reliance upon
Purchaser's representations and warranties contained herein, be accepted, in
whole or in part, by the Company. If Purchaser's subscription is accepted only
in part, this Agreement will be marked to indicate such fact and the Company
will return to Purchaser the portion of the funds tendered by Purchaser
representing the unaccepted portion of Purchaser's subscription, without
interest or deduction of any kind. Upon acceptance of this Agreement in whole or
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in part by the Company, the Company will issue certificates for the Warrants
duly executed by the Company, together with a copy of Purchaser's executed
Agreement countersigned by the Company.
3. Representations and Warranties of Purchaser. Purchaser represents and
warrants to the Company as follows:
(a) Organization and Qualification.
(i) If Purchaser is an entity, Purchaser is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization, with the corporate or other entity power and authority to own and
operate its business as presently conducted, except where the failure to be or
have any of the foregoing would not have a material adverse effect on Purchaser,
and Purchaser is duly qualified as a foreign corporation or other entity to do
business and is in good standing in each jurisdiction where the character of its
properties owned or held under lease or the nature of their activities makes
such qualification necessary, except for such failures to be so qualified or in
good standing as would not have a material adverse effect on it.
(ii) If Purchaser is an entity, the address of its principal place of
business is set forth on the signature page of this Agreement, and if Purchaser
is an individual, the address of its principal residence is set forth on the
signature page of this Agreement.
(b) Authority; Validity and Effect of Agreement.
(i) If Purchaser is an entity, Purchaser has the requisite corporate or
other entity power and authority to execute and deliver this Agreement and
perform its obligations under this Agreement. The execution and delivery of this
Agreement by Purchaser, the performance by Purchaser of its obligations
hereunder and all other necessary corporate or other entity action on the part
of Purchaser have been duly authorized by its board of directors or similar
governing body, and shareholders or similar interest holders, if necessary, and
no other corporate or other entity proceedings on the part of Purchaser is
necessary for Purchaser to execute and deliver this Agreement and perform its
obligations hereunder.
(ii) This Agreement has been duly and validly authorized, executed and
delivered by Purchaser and, assuming it has been duly and validly executed and
delivered by the Company, constitutes a legal, valid and binding obligation of
Purchaser, in accordance with its terms.
(c) No Conflict; Required Filings and Consents. Neither the execution and
delivery of this Agreement by Purchaser nor the performance by Purchaser of its
obligations hereunder will: (i) if Purchaser is an entity, conflict with
Purchaser's articles of incorporation or bylaws, or other similar organizational
documents; (ii) violate any statute, law, ordinance, rule or regulation,
applicable to Purchaser or any of the properties or assets of Purchaser; or
(iii) violate, breach, be in conflict with or constitute a default (or an event
which, with notice or lapse of time or both, would constitute a default) under,
or permit the termination of any provision of, or result in the termination of,
the acceleration of the maturity of, or the acceleration of the performance of
any obligation of Purchaser under, or result in the creation or imposition of
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any lien upon any properties, assets or business of Purchaser under, any
material contract or any order, judgment or decree to which Purchaser is a party
or by which it or any of its assets or properties is bound or encumbered except,
in the case of clauses (ii) and (iii), for such violations, breaches, conflicts,
defaults or other occurrences which, individually or in the aggregate, would not
have a material adverse effect on its obligation to perform its covenants under
this Agreement.
(d) Accredited Investor. Purchaser is an "accredited investor" as that term
is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as
amended (the "Securities Act"). If Purchaser is an entity, Purchaser was not
formed for the specific purpose of acquiring the Securities, and, if it was, all
of Purchaser's equity owners are "accredited investors" as defined above.
(e) No Government Review. Purchaser understands that neither the United
States Securities and Exchange Commission ("SEC") nor any securities commission
or other governmental authority of any state, country or other jurisdiction has
approved the issuance of the Securities or passed upon or endorsed the merits of
the Securities or the Offering Documents, or confirmed the accuracy of,
determined the adequacy of, or reviewed the Offering Documents.
(f) Investment Intent. The Securities are being acquired for the
Purchaser's own account for investment purposes only, not as a nominee or agent
and not with a view to the resale or distribution of any part thereof, and
Purchaser has no present intention of selling, granting any participation in or
otherwise distributing the same. By executing this Agreement, Purchaser further
represents that Purchaser does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participation to such
person or third person with respect to any of the Securities.
(g) Restrictions on Transfer. Purchaser understands that the Securities are
"restricted securities" as such term is defined in Rule 144 under the Securities
Act and have not been registered under the Securities Act or registered or
qualified under any state securities law, and may not be, directly or
indirectly, sold, transferred, offered for sale, pledged, hypothecated or
otherwise disposed of without registration under the Securities Act and
registration or qualification under applicable state securities laws or the
availability of an exemption therefrom. In any case where such an exemption is
relied upon by Purchaser from the registration requirements of the Securities
Act and the registration or qualification requirements of such state securities
laws, Purchaser shall furnish the Company with an opinion of counsel stating
that the proposed sale or other disposition of such securities may be effected
without registration under the Securities Act and will not result in any
violation of any applicable state securities laws relating to the registration
or qualification of securities for sale, such counsel and opinion to be
satisfactory to the Company. Purchaser acknowledges that it is able to bear the
economic risks of an investment in the Securities for an indefinite period of
time, and that its overall commitment to investments that are not readily
marketable is not disproportionate to its net worth.
(h) Investment Experience. Purchaser has such knowledge, sophistication and
experience in financial, tax and business matters in general, and investments in
securities in particular, that it is capable of evaluating the merits and risks
of this investment in the Securities, and Purchaser has made such investigations
in connection herewith as it deemed necessary or desirable so as to make an
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informed investment decision without relying upon the Company for legal or tax
advice related to this investment. In making its decision to acquire the
Securities, Purchaser has not relied upon any information other than information
contained in the Offering Documents.
(i) Access to Information. Purchaser acknowledges that it has had access to
and has reviewed all documents and records relating to the Company, including
but not limited to the Company's filings with the SEC, that it has deemed
necessary in order to make an informed investment decision with respect to the
Securities. Purchaser acknowledges that the Company may concurrently issue
securities that are identical to or different from the Securities for a purchase
price consisting of cash, services or other consideration that may be materially
different from the purchase price of the Securities and that such securities may
have rights, preferences and privileges senior to those of the Securities.
Purchaser acknowledges that it has had the opportunity to ask representatives of
the Company certain questions and request certain additional information
regarding the terms and conditions of such investment and the finances,
operations, business and prospects of the Company, that it has had any and all
such questions and requests answered to its satisfaction, and that it
understands the risks and other considerations relating to its investment in the
Securities.
(j) Reliance on Representations. Purchaser understands that the Securities
are being offered and sold to it in reliance upon specific exemptions from the
registration requirements of the federal and state securities laws and that the
Company is relying in part upon the truth and accuracy of, and such Purchaser's
compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Purchaser set forth herein in order to determine the
availability of such exemptions and the eligibility of such Purchaser to acquire
the Securities. Purchaser represents and warrants to the Company that any
information that Purchaser has heretofore furnished or furnishes herewith to the
Company is complete and accurate, and further represents and warrants that it
will notify and supply corrective information to the Company immediately upon
the occurrence of any change therein occurring prior to the Company's issuance
of the Securities. Within five (5) days after receipt of a request from the
Company, Purchaser will provide such information and deliver such documents as
may reasonably be necessary to comply with any and all laws and regulations to
which the Company is subject.
(k) No General Solicitation. Purchaser is unaware of, and in deciding to
purchase the Units is in no way relying upon, and did not become aware of
opportunity to purchase the Units through or as a result of, any form of general
solicitation or general advertising including, without limitation, any article,
notice, advertisement or other communication published in any newspaper,
magazine or similar media, or broadcast over television or radio or the
internet, in connection with the Offering.
(l) Legends. The certificates and agreements evidencing the Securities
shall have endorsed thereon the following legend (and appropriate notations
thereof will be made in the Company's stock transfer books), and stop transfer
instructions reflecting these restrictions on transfer will be placed with the
transfer agent of the Shares:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
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APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
REGISTRATION UNDER THE SECURITIES ACT AND REGISTRATION OR
QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR PURSUANT
TO AN AVAILABLE EXEMPTION THEREFROM. NO TRANSFER OF THE
SECURITIES REPRESENTED HEREBY MAY BE MADE IN THE ABSENCE OF SUCH
REGISTRATION OR QUALIFICATION UNLESS THERE SHALL HAVE BEEN
DELIVERED TO THE ISSUER A WRITTEN OPINION OF UNITED STATES
COUNSEL OF RECOGNIZED STANDING, IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH TRANSFER MAY
BE MADE WITHOUT REGISTRATION OF SUCH SECURITIES UNDER THE
SECURITIES ACT AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE
STATE SECURITIES LAWS.
(m) Placement and Finder's Fees. No agent, broker, investment banker,
finder, financial advisor or other person acting on behalf of Purchaser or under
its authority is or will be entitled to any broker's or finder's fee or any
other commission or similar fee, directly or indirectly, in connection with the
Offering, and no person is entitled to any fee or commission or like payment in
respect thereof based in any way on agreements, arrangements or understanding
made by or on behalf of Purchaser.
4. Representations and Warranties of the Company. The Company represents and
warrants to Purchaser as follows:
(a) Organization and Qualification. The Company is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization, with the corporate power and authority to own and operate its
business as presently conducted, except where the failure to be or have any of
the foregoing would not have a material adverse effect on the Company. The
Company is duly qualified as a foreign corporation or other entity to do
business and is in good standing in each jurisdiction where the character of its
properties owned or held under lease or the nature of their activities makes
such qualification necessary, except for such failures to be so qualified or in
good standing as would not have a material adverse effect on the Company.
(b) Authority; Validity and Effect of Agreement.
(i) The Company has the requisite corporate power and authority to execute
and deliver this Agreement, perform its obligations under this Agreement, and
engage in the Offering. The execution and delivery of this Agreement by the
Company, the performance by the Company of its obligations hereunder, the
Offering and all other necessary corporate action on the part of the Company
have been duly authorized by its board of directors, and no other corporate
proceedings on the part of the Company is necessary to authorize this Agreement
or the Offering. This Agreement has been duly and validly executed and delivered
by the Company and, assuming that it has been duly authorized, executed and
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delivered by Purchaser, constitutes a legal, valid and binding obligation of the
Company, in accordance with its terms, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.
(ii) The Shares have been duly authorized and, when issued and paid for in
accordance with this Agreement, will be validly issued, fully paid and
non-assessable shares of Common Stock with no personal liability resulting
solely from the ownership of such shares and will be free and clear of all
liens, charges, restrictions, claims and encumbrances imposed by or through the
Company. The shares of Common Stock issuable upon exercise of the Warrants have
been duly reserved for issuance upon exercise of the Warrants and, when issued
and paid for in accordance with the Warrants, will be duly authorized, validly
issued, fully paid and non-assessable shares of Common Stock, with no personal
liability resulting solely from the ownership of such shares, and will be free
and clear of all liens, charges, restrictions, claims and in encumbrances
imposed by or through the Company.
(c) No Conflict; Required Filings and Consents. Neither the execution and
delivery of this Agreement by the Company nor the performance by the Company of
its obligations hereunder will: (i) conflict with the Comp3any's Certificate of
Incorporation or Bylaws; (ii) violate any statute, law, ordinance, rule or
regulation, applicable to the Company or any of the properties or assets of the
Company; or (iii) violate, breach, be in conflict with or constitute a default
(or an event which, with notice or lapse of time or both, would constitute a
default) under, or permit the termination of any provision of, or result in the
termination of, the acceleration of the maturity of, or the acceleration of the
performance of any obligation of the Company, or result in the creation or
imposition of any lien upon any properties, assets or business of the Company
under, any material contract or any order, judgment or decree to which the
Company is a party or by which it or any of its assets or properties is bound or
encumbered except, in the case of clauses (ii) and (iii), for such violations,
breaches, conflicts, defaults or other occurrences which, individually or in the
aggregate, would not have a material adverse effect on its obligation to perform
its covenants under this Agreement; and
(d) Placement and Finder's Fees. Except as provided in Section 1(d),
neither the Company nor any of its respective officers, directors, employees or
managers, has employed any broker, finder, advisor or consultant, or incurred
any liability for any investment banking fees, brokerage fees, commissions or
finders' fees, advisory fees or consulting fees in connection with the Offering
for which the Company has or could have any liability.
5. Indemnification. Purchaser agrees to indemnify, defend and hold harmless the
Company and its respective affiliates and agents from and against any and all
demands, claims, actions or causes of action, judgments, assessments, losses,
liabilities, damages or penalties and reasonable attorneys' fees and related
disbursements incurred by the Company that arise out of or result from a breach
of any representations or warranties made by Purchaser herein, and Purchaser
agrees that in the event of any breach of any representations or warranties made
by Purchaser herein, the Company may, at its option, forthwith rescind the sale
of the Units to Purchaser.
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6. Confidentiality. Purchaser acknowledges and agreements that:
(a) All of the information contained herein and in the other Offering
Documents is of a confidential nature and may be regarded as material non-public
information under Regulation FD of the Securities Act.
(b) The Offering Documents have been furnished to Purchaser by the Company
for the sole purpose of enabling Purchaser to consider and evaluate an
investment in the Company, and will be kept confidential by Purchaser and not
used for any other purpose.
(c) The information contained herein shall not, without the prior written
consent of the Company, be disclosed by Purchaser to any person or entity, other
than Purchaser's personal financial and legal advisors for the sole purpose of
evaluating an investment in the Company, and Purchaser will not, directly or
indirectly, disclose or permit Purchaser's personal financial and legal advisors
to disclose any of such information without the prior written consent of the
Company.
(d) Purchaser shall make its representatives aware of the terms of this
section and shall be responsible for any breach of this Agreement by such
representatives.
(e) Purchaser shall not, without the prior written consent of the Company,
directly or indirectly, make any statements, public announcements or release to
trade publications or the press with respect to the subject matter of the
Offering Documents.
(f) If Purchaser decides to not pursue further investigation of the Company
or to not participate in the Offering, Purchaser will promptly return the
Offering Documents and any accompanying documentation to the Company.
7. Non-Public Information. Purchaser acknowledges that information concerning
the matters that are the subject matter of this Agreement may constitute
material non-public information under United States federal securities laws, and
that United States federal securities laws prohibit any person who has received
material non-public information relating to the Company from purchasing or
selling securities of the Company, or from communicating such information to any
person under circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell securities of the Company. Accordingly,
until such time as any such non-public information has been adequately
disseminated to the public, Purchaser shall not purchase or sell any securities
of the Company, or communicate such information to any other person.
8. Entire Agreement. This Agreement contains the entire agreement between the
parties and supersedes all prior agreements and understandings, both written and
oral, between the parties with respect to the subject matter hereto, and no
party shall be liable or bound to any other party in any manner by any
warranties, representations, guarantees or covenants except as specifically set
forth in this Agreement. Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
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9. Entire Agreement. This Agreement contains the entire agreement between the
parties and supersedes all prior agreements and understandings, both written and
oral, between the parties with respect to the subject matter hereto, and no
party shall be liable or bound to any other party in any manner by any
warranties, representations, guarantees or covenants except as specifically set
forth in this Agreement. Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
10. Amendment and Modification. This Agreement may not be amended, modified or
supplemented except by an instrument or instruments in writing signed by the
party against whom enforcement of any such amendment, modification or supplement
is sought.
11. Extensions and Waivers. At any time prior to the Closing, the parties hereto
entitled to the benefits of a term or provision may (a) extend the time for the
performance of any of the obligations or other acts of the parties hereto, (b)
waive any inaccuracies in the representations and warranties contained herein or
in any document, certificate or writing delivered pursuant hereto, or (c) waive
compliance with any obligation, covenant, agreement or condition contained
herein. Any agreement on the part of a party to any such extension or waiver
shall be valid only if set forth in an instrument or instruments in writing
signed by the party against whom enforcement of any such extension or waiver is
sought. No failure or delay on the part of any party hereto in the exercise of
any right hereunder shall impair such right or be construed to be a waiver of,
or acquiescence in, any breach of any representation, warranty, covenant or
agreement.
12. Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns,
provided, however, that no party hereto may assign its rights or delegate its
obligations under this Agreement without the express prior written consent of
the other party hereto. Except as provided in Section 5 or Section 8, nothing in
this Agreement is intended to confer upon any person not a party hereto (and
their successors and assigns) any rights, remedies, obligations or liabilities
under or by reason of this Agreement.
13. Survival of Representations, Warranties and Covenants. The representations
and warranties contained herein shall survive the Closing and shall thereupon
terminate 18 months from the Closing, except that the representations contained
in Sections 3(a), 3(b), 3(d), 4(a) and 4(b) shall survive indefinitely. All
covenants and agreements contained herein which by their terms contemplate
actions following the Closing shall survive the Closing and remain in full force
and effect in accordance with their terms.
14. Headings; Definitions. The Section headings contained in this Agreement are
inserted for convenience of reference only and will not affect the meaning or
interpretation of this Agreement. All references to Sections contained herein
mean Sections of this Agreement unless otherwise stated. All capitalized terms
defined herein are equally applicable to both the singular and plural forms of
such terms.
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15. Severability. If any provision of this Agreement or the application thereof
to any person or circumstance is held to be invalid or unenforceable to any
extent, the remainder of this Agreement shall remain in full force and effect
and shall be reformed to render the Agreement valid and enforceable while
reflecting to the greatest extent permissible the intent of the parties hereto.
16. Notices. All notices hereunder shall be sufficiently given for all purposes
hereunder if in writing and delivered personally, sent by documented overnight
delivery service or, to the extent receipt is confirmed, telecopy, telefax or
other electronic transmission service to the appropriate address or number as
set forth below:
If to the Company:
National Health Partners, Inc.
000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxx, XX 00000
Attention: Chief Financial Officer
If to Purchaser:
To the Purchaser address set forth on the signature page hereof.
17. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, without regard to
the laws that might otherwise govern under applicable principles of conflicts of
laws thereof, except to the extent that the Indiana Business Corporation Law
shall apply to the internal corporate governance of the Company.
18. Arbitration. If a dispute arises as to the interpretation of this Agreement,
it shall be decided in an arbitration proceeding conforming to the Rules of the
American Arbitration Association applicable to commercial arbitration then in
effect at the time of the dispute. The arbitration shall take place in the
Commonwealth of Pennsylvania. The decision of the arbitrators shall be
conclusively binding upon the parties and final, and such decision shall be
enforceable as a judgment in any court of competent jurisdiction. The parties
hereto shall share equally the costs of the arbitration.
19. Counterparts. This Agreement may be executed and delivered by facsimile in
two or more counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same agreement.
[Remainder of page intentionally left blank]
12
IN WITNESS WHEREOF, intending to be legally bound, the parties hereto have
fully executed this Agreement as of the later of the dates set forth below.
PURCHASER
Date: 12th January 2011 Besamon Trade & Consulting LTD
By: /s/ Xxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxx
Title:
Address: 00 xxxx xxx Xxxxxx
0000 Xxxxxx
Xxxxxxxxxxx
No. of Units Purchased: 4
Purchase Price
@ $100 per Unit: $400
Date: 1/12/11 NATIONAL HEALTH PARTNERS, INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President & CEO
13
Exhibit A
No. 2011 - [___01_____]
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES
REPRESENTED HEREBY HAVE BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT
PURPOSES ONLY, AND NOT WITH A VIEW TO THE RESALE OR DISTRIBUTION THEREOF, AND
MAY NOT BE SOLD, TRANSFERRED OR DISPOSED OF WITHOUT AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE
THE SECURITIES ACT OF 1933, AS AMENDED, THE RULES AND REGULATIONS THEREUNDER OR
OTHER APPLICABLE SECURITIES LAWS.
CLASS A WARRANT TO PURCHASE
COMMON STOCK OF
NATIONAL HEALTH PARTNERS, INC.
Void after 5:00 p.m. Eastern Standard Time on December 31, 2011
This Warrant ("Warrant") confirms that, FOR VALUE RECEIVED, Besamson
Trading & Consulting Ltd. ("Holder") is entitled to purchase, subject to the
terms and conditions hereof, from NATIONAL HEALTH PARTNERS, INC., an Indiana
corporation (the "Company"), 4,000,000 shares of common stock, $.001 par value
per share, of the Company (the "Common Stock"), at any time during the period
commencing on the date hereof (the "Commencement Date") and ending at 5:00 p.m.
Eastern Standard Time on December 31, 2011 (the "Termination Date") at an
exercise price of $0.005 per share of Common Stock (the "Exercise Price"). The
number of shares of Common Stock purchasable upon exercise of this Warrant and
the Exercise Price per share shall be subject to adjustment from time to time
upon the occurrence of certain events as set forth below.
The shares of Common Stock or any other shares or other units of stock or
other securities or property, or any combination thereof, then receivable upon
exercise of this Warrant, as adjusted from time to time, are sometimes referred
to hereinafter as "Exercise Shares." The exercise price per share as from time
to time in effect is referred to hereinafter as the "Exercise Price."
1. Exercise of Warrant; Issuance of Exercise Shares.
(a) Exercise of Warrant.
(i) Subject to the terms hereof, the purchase rights represented by
this Warrant are exercisable by Holder in whole or in part, at any time, or from
time to time, after the Commencement Date by the surrender of this Warrant and
the Notice of Exercise annexed hereto duly completed and executed on behalf of
Holder, at the office of the Company (or such other office or agency of the
Company as it may designate by notice in writing to Holder at the address of
14
Holder appearing on the books of the Company) accompanied by payment of the
Exercise Price in full either: (x) in cash, by bank or certified check, or by
wire transfer of immediately available funds for the Exercise Shares with
respect to which this Warrant is exercised, or (y) by any other method approved
by the board of directors of the Company (the "Board").
(ii) In the event that this Warrant shall be duly exercised in part
prior to the Termination Date, the Company shall issue a new Warrant of like
tenor evidencing the rights of the Holder thereof to purchase the balance of the
Exercise Shares purchasable under the Warrant so surrendered that shall not have
been purchased.
(b) Issuance of Exercise Shares; Delivery of Warrant Certificate. The
Company shall, within 10 business days or as soon thereafter as is practicable
of the exercise of this Warrant, issue in the name of and cause to be delivered
to the Holder one or more certificates representing the Exercise Shares to which
the Holder shall be entitled upon such exercise under the terms hereof. Such
certificate or certificates shall be deemed to have been issued and the Holder
shall be deemed to have become the record holder of the Exercise Shares as of
the date of the proper exercise of this Warrant.
(c) Exercise Shares Fully Paid and Non-Assessable. The Company agrees and
covenants that all Exercise Shares issuable upon the due exercise of the Warrant
represented by this Warrant certificate ("Warrant Certificate") shall, upon
issuance and payment therefor in accordance with the terms hereof, be duly
authorized, validly issued, fully paid and non-assessable, and free and clear of
all taxes (other than taxes which, pursuant to Section 2 hereof, the Company
shall not be obligated to pay) or liens, charges, and security interests created
by the Company with respect to the issuance thereof.
(d) Reservation of Exercise Shares. The Company covenants that during the
term that this Warrant is exercisable, the Company will reserve from its
authorized and unissued Common Stock a sufficient number of shares to provide
for the issuance of the Exercise Shares upon the exercise of this Warrant, and
from time to time will take all steps necessary to amend its articles of
incorporation to provide sufficient reserves of shares of Common Stock issuable
upon the exercise of the Warrant.
(e) Fractional Shares. The Company shall not be required to issue
fractional shares of capital stock upon the exercise of this Warrant or to
deliver Warrant that evidence fractional shares of capital stock. In the event
that any fraction of an Exercise Share would, except for the provisions of this
subsection (e), be issuable upon the exercise of this Warrant, the Company shall
pay to the Holder exercising the Warrant an amount in cash equal to such
fraction multiplied by the Current Market Value of the Exercise Share on the
last business day prior to the date on which this Warrant is exercised.
For purposes hereof, the "Current Market Value" for any day shall be
determined as follows:
(i) if the Exercise Shares are listed or traded on a national
securities exchange or the NASDAQ Reporting System, the closing price on the
principal national securities exchange on which they are so listed or traded, on
the NASDAQ Reporting System, as the case may be, on the last business day prior
15
to the date of the exercise of this Warrant. The closing price referred to in
this clause (i) shall be the last reported sales price or, in case no such
reported sale takes place on such day, the average of the reported closing bid
and asked prices, in either case on the national securities exchange on which
the Exercise Shares are then listed or in the NASDAQ Reporting System; or
(ii) if the Exercise Shares are traded in the over-the-counter market
and not on any national securities exchange and not on the NASDAQ National
Market System or NASDAQ Capital Market (together, the "NASDAQ Reporting
System"), the average of the mean between the last bid and asked prices per
share, as reported by the National Quotation Bureau, Inc., or an equivalent
generally accepted reporting service, or if not so reported, the average of the
closing bid and asked prices for an Exercise Share as furnished to the Company
by any member of the National Association of Securities Dealers, Inc., selected
by the Company for that purpose; or
(iii) if no such closing price or closing bid and asked prices are
available, as determined in any reasonable manner as may be prescribed by the
Board of Directors of the Company.
2. Payment of Taxes. The Company will pay all documentary stamp taxes, if any,
attributable to the initial issuance of Exercise Shares upon the exercise of
this Warrant; provided, however, that the Company shall not be required to pay
any tax or taxes that may be payable in respect of any transfer involved in the
issue of this Warrant or any certificates for Exercise Shares in a name other
than that of the holder of this Warrant surrendered upon the exercise of this
Warrant, and the Company shall not be required to issue or deliver such
certificates unless or until the person or persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.
Except as specifically provided in this Section 2, Holder shall be responsible
for the payment of all other taxes incurred in connection with the receipt,
transfer or sale of the Warrant or the Exercise Shares.
3. Mutilated or Missing Warrant Certificates. In case any Warrant shall be
mutilated, lost, stolen or destroyed, the Company may in its discretion issue,
in exchange and substitution for and upon cancellation of the mutilated Warrant,
or in lieu of and in substitution for the Warrant lost, stolen or destroyed, a
new Warrant of like tenor and in the same aggregate denomination, but only: (i)
in the case of loss, theft or destruction, upon receipt of evidence satisfactory
to the Company of such loss, theft or destruction of such Warrant and indemnity
or bond, if requested, also satisfactory to them and (ii) in the case of
mutilation, upon surrender of the mutilated Warrant. Applicants for such
substitute Warrants shall also comply with such other reasonable regulations and
pay such other reasonable charges as the Company or its counsel may prescribe.
4. Rights of Holder. The Holder shall not, by virtue of anything contained in
this Warrant or otherwise, be entitled to any right whatsoever, either at law or
in equity, of a stockholder of the Company, including without limitation, the
right to receive dividends or to vote or to consent or to receive notice as a
shareholder in respect of the meetings of shareholders or the election of
directors of the Company or any other matter.
16
5. Registration of Transfers and Exchanges. The Warrant shall be transferable,
subject to the provisions of Section 7 hereof, upon the books of the Company, if
any, to be maintained by it for that purpose, upon surrender of this Warrant to
the Company at its principal office accompanied (if so required by the Company)
by a written instrument or instruments of transfer in form satisfactory to the
Company and duly executed by Holder or by the duly appointed legal
representative thereof or by a duly authorized attorney and upon payment of any
necessary transfer tax or other governmental charge imposed upon such transfer.
In all cases of transfer by an attorney, the original letter of attorney, duly
approved, or an official copy thereof, duly certified, shall be deposited and
remain with the Company. In case of transfer by executors, administrators,
guardians or other legal representatives, duly authenticated evidence of their
authority shall be produced, and may be required to be deposited and remain with
the Company in its discretion. Upon any such registration of transfer, a new
Warrant shall be issued to the transferee named in such instrument of transfer,
and the surrendered Warrant shall be canceled by the Company. This Warrant may
be exchanged, at the option of the Holder thereof and without charge, when
surrendered to the Company at its principal office, or at the office of its
transfer agent, if any, for another Warrant of like tenor and representing in
the aggregate the right to purchase from the Company a like number and kind of
Exercise Shares as the Warrant surrendered for exchange or transfer, and the
Warrant so surrendered shall be canceled by the Company or transfer agent, as
the case may be.
6. Adjustment of Exercise Shares and Exercise Price. The Exercise Price and the
number and kind of Exercise Shares purchasable upon the exercise of this Warrant
shall be subject to adjustment from time to time upon the happening of certain
events as hereinafter provided. The Exercise Price in effect at any time and the
number and kind of securities purchasable upon exercise of each Warrant shall be
subject to adjustment as follows:
(a) In case of any consolidation or merger of the Company with another
corporation (other than: (i) a merger with a wholly-owned subsidiary of the
Company and (ii) a merger with another corporation in which the Company is the
surviving corporation and which does not result in any reclassification or
change (other than a change in par value, or from par value to no par value, or
from no par value to par value, or as a result of a subdivision or combination)
of outstanding Common Stock issuable upon such exercise), the rights of the
Holder of this Warrant shall be adjusted in the manner described below:
(i) In the event that the Company is the surviving corporation, this
Warrant shall, without payment of additional consideration therefor, be deemed
modified so as to provide that the Holder of this Warrant, upon the exercise
thereof, shall procure, in lieu of each share of Common Stock theretofore
issuable upon such exercise, the kind and amount of shares of stock, other
securities, money and property receivable upon such reclassification, change,
consolidation or merger by the holder of each share of Common Stock, had
exercise of this Warrant occurred immediately prior to such reclassification,
change, consolidation or merger. This Warrant (as adjusted) shall be deemed to
provide for further adjustments that shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 6. The provisions of
this clause (i) shall similarly apply to successive reclassifications, changes,
consolidations and mergers.
17
(ii) In the event that the Company is not the surviving corporation,
Holder shall be given at least 15 days prior written notice of such transaction
and shall be permitted to exercise this Warrant, to the extent it is exercisable
as of the date of such notice, during this 15- day period. Upon expiration of
such 15-day period, this Warrant and all of Holder's rights hereunder shall
terminate.
(b) If the Company, at any time while this Warrant, or any portion thereof,
remains outstanding and unexpired, by reclassification of securities or
otherwise, shall change any of the securities as to which purchase rights under
this Warrant exist into the same or a different number of securities of any
other class or classes, this Warrant shall thereafter represent the right to
acquire such number and kind of securities as would have been issuable as the
result of such change with respect to the securities that were subject to the
purchase rights under this Warrant immediately prior to such reclassification or
other change and the Exercise Price therefor shall be appropriately adjusted,
all subject to further adjustment as provided in this Section 6.
(c) In case the Company shall: (i) pay a dividend or make a distribution on
its shares of Common Stock in shares of Common Stock, (ii) subdivide or
reclassify its outstanding Common Stock into a greater number of shares, or
(iii) combine or reclassify its outstanding Common Stock into a smaller number
of shares, the Exercise Price in effect at the time of the record date for such
dividend or distribution or of the effective date of such subdivision,
combination or reclassification, shall be proportionally adjusted so that the
holder of this Warrant exercised after such date shall be entitled to receive
the aggregate number and kind of shares that, if this Warrant had been exercised
by such holder immediately prior to such date, he would have owned upon such
exercise and been entitled to receive upon such dividend, subdivision,
combination or reclassification. For example, if the Company declares a 2 for 1
stock dividend or stock split and the Exercise Price immediately prior to such
event was $2.00 per share, the adjusted Exercise Price immediately after such
event would be $1.00 per share. Such adjustment shall be made successively
whenever any event listed above shall occur. Whenever the Exercise Price payable
upon exercise of each Warrant is adjusted pursuant to this subsection (c), the
number of Exercise Shares purchasable upon exercise of this Warrant shall
simultaneously be adjusted by multiplying the number of Exercise Shares
initially issuable upon exercise of this Warrant by the Exercise Price in effect
on the date hereof and dividing the product so obtained by the Exercise Price,
as adjusted.
(d) In the event that at any time, as a result of an adjustment made
pursuant to subsection (a), (b) or (c) above, the Holder of this Warrant
thereafter shall become entitled to receive any Exercise Shares of the Company,
other than Common Stock, thereafter the number of such other shares so
receivable upon exercise of this Warrant shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Common Stock contained in subsections (a), (b) or
(c) above.
(e) Irrespective of any adjustments in the Exercise Price or the number or
kind of Exercise Shares purchasable upon exercise of this Warrant, Warrants
theretofore or thereafter issued may continue to express the same price and
number and kind of shares as are stated in the similar Warrants initially
issuable pursuant to this Warrant.
18
(f) Whenever the Exercise Price shall be adjusted as required by the
provisions of the foregoing Section 6, the Company shall forthwith file in the
custody of its Secretary or an Assistant Secretary at its principal office and
with its stock transfer agent, if any, an officer's certificate showing the
adjusted Exercise Price determined as herein provided, setting forth in
reasonable detail the facts requiring such adjustment, including a statement of
the number of additional shares of Common Stock, if any, and such other facts as
shall be necessary to show the reason for and the manner of computing such
adjustment. Each such officer's certificate shall be made available at all
reasonable times for inspection by Holder and the Company shall, forthwith after
each such adjustment, mail a copy by certified mail of such certificate to
Holder.
(g) All calculations under this Section 6 shall be made to the nearest cent
or to the nearest one-hundredth of a share, as the case may be.
7. Restrictions on Transferability; Restrictive Legend. Neither this Warrant nor
the Exercise Shares shall be transferable except in accordance with the
provisions of this Section 7.
(a) Restrictions on Transfer; Indemnification. Neither this Warrant nor any
Exercise Share may be offered for sale or sold, or otherwise transferred or sold
in any transaction which would constitute a sale thereof within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"), unless: (i) such
security has been registered for sale under the Securities Act and registered or
qualified under applicable state securities laws relating to the offer and sale
of securities, or (ii) exemptions from the registration requirements of the
Securities Act and the registration or qualification requirements of all such
state securities laws are available, and the Company shall have received an
opinion of counsel satisfactory to the Company that the proposed sale or other
disposition of such securities may be effected without registration under the
Securities Act and would not result in any violation of any applicable state
securities laws relating to the registration or qualification of securities for
sale, such counsel and such opinion to be satisfactory to the Company.
(b) Restrictive Legends. Unless and until otherwise permitted by this
Section 7 or unless otherwise determined by the Board, this Warrant, each
Warrant issued to the Holder or to any transferee or assignee of this Warrant,
and each certificate representing Exercise Shares issued upon exercise of this
Warrant or to any transferee of the person to whom the Exercise Shares were
issued, shall bear a legend setting forth the requirements of subsection (a) of
this Section 7, together with such other legend or legends as may otherwise be
deemed necessary or appropriate by counsel to the Company.
(c) Removal of Legend. The Company shall, at the request of any registered
holder of a Warrant or Exercise Share, exchange the certificate representing
such security for a certificate representing the same security not bearing the
restrictive legend required by subsection (b) if, in the opinion of counsel
acceptable to the Company, such restrictive legend is no longer necessary.
Holder shall be responsible for the payment of all costs and expenses associated
with the removal of the restrictive legend.
(d) The Holder agrees to indemnify and hold harmless the Company against
any loss, damage, claim or liability arising from the disposition of this
Warrant or any Exercise Share held by such holder or any interest therein in
violation of the provisions of this Section 7.
19
8. Restrictions on Exercise. The Holder may not acquire a number of Exercise
Shares to the extent that, upon such exercise, the number of shares of Common
Stock then beneficially owned by such Holder and its affiliates and any other
persons or entities whose beneficial ownership of Common Stock would be
aggregated with the Holder's for purposes of Section 13(d) of the Exchange Act,
(including shares held by any "group" of which the Holder is a member, but
excluding shares beneficially owned by virtue of the ownership of securities or
rights to acquire securities that have limitations on the right to convert,
exercise or purchase similar to the limitation set forth herein) exceeds 19.99%
of the total number of shares of Common Stock of the Company then issued and
outstanding. For purposes hereof, "group" has the meaning set forth in Section
13(d) of the Exchange Act and applicable regulations of the Securities Exchange
Commission (the "Commission"), and the percentage held by the holder shall be
determined in a manner consistent with the provisions of Section 13(d) of the
Exchange Act.
9. Entire Agreement. This Warrant contains the entire agreement between the
parties and supersedes all prior agreements and understandings, both written and
oral, between the parties with respect to the subject matter hereto, and no
party shall be liable or bound to any other party in any manner by any
warranties, representations, guarantees or covenants except as specifically set
forth in this Warrant.
10. Amendment and Modification. This Warrant may not be amended, modified or
supplemented except by an instrument or instruments in writing signed by the
party against whom enforcement of any such amendment, modification or supplement
is sought.
11. Extensions and Waivers. The parties hereto entitled to the benefits of a
term or provision may (a) extend the time for the performance of any of the
obligations or other acts of the parties hereto, (b) waive any inaccuracies in
the representations and warranties contained herein or in any document,
certificate or writing delivered pursuant hereto, or (c) waive compliance with
any obligation, covenant, agreement or condition contained herein. Any agreement
on the part of a party to any such extension or waiver shall be valid only if
set forth in an instrument or instruments in writing signed by the party against
whom enforcement of any such extension or waiver is sought. No failure or delay
on the part of any party hereto in the exercise of any right hereunder shall
impair such right or be construed to be a waiver of, or acquiescence in, any
breach of any representation, warranty, covenant or agreement.
12. Successors and Assigns. This Warrant shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns,
provided, however, that no party hereto may assign its rights or delegate its
obligations under this Warrant without the express prior written consent of the
other party hereto. Nothing in this Warrant, express or implied, is intended to
confer upon any party other than the parties hereto or their respective
successors and assigns any rights, remedies, obligations or liabilities under or
by reason of this Warrant, except as expressly provided in this Warrant.
13. Headings; Definitions. The section headings contained in this Warrant are
inserted for convenience of reference only and will not affect the meaning or
interpretation of this Warrant. All references to sections contained herein mean
sections of this Warrant unless otherwise stated. All capitalized terms defined
herein are equally applicable to both the singular and plural forms of such
terms.
20
14. Severability. If any provision of this Warrant or the application thereof to
any person or circumstance is held to be invalid or unenforceable to any extent,
the remainder of this Warrant shall remain in full force and effect and shall be
reformed to render the Warrant valid and enforceable while reflecting to the
greatest extent permissible the intent of the parties hereto.
15. Notices. All notices hereunder shall be sufficiently given for all purposes
hereunder if in writing and delivered personally, sent by documented overnight
delivery service or, to the extent receipt is confirmed, telecopy, telefax or
other electronic transmission service to the appropriate address or number as
set forth below:
If to the Company:
National Health Partners, Inc.
000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxx, XX 00000
Attention: Chief Financial Officer
Fax: (000) 000-0000
If to Holder:
To the address of the Holder appearing on the books of the
Company or the Company's transfer agent, if any.
16. Governing Law. This Warrant shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania, without regard to the laws
that might otherwise govern under applicable principles of conflicts of laws
thereof, except to the extent that the Indiana Business Corporation Law shall
apply to the internal corporate governance of the Company.
17. Arbitration. If a dispute arises as to the interpretation of this Warrant,
it shall be decided in an arbitration proceeding conforming to the Rules of the
American Arbitration Association applicable to commercial arbitration then in
effect at the time of the dispute. The arbitration shall take place in the
Commonwealth of Pennsylvania. The decision of the arbitrators shall be
conclusively binding upon the parties and final, and such decision shall be
enforceable as a judgment in any court of competent jurisdiction. The parties
hereto shall share equally the costs of the arbitration.
18. Counterparts. This Warrant may be executed and delivered by facsimile in two
or more counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same agreement.
21
IN WITNESS WHEREOF, the Company has caused these presents to be duly
executed as of this [12] day of [January___],[2011].
NATIONAL HEALTH PARTNERS, INC.
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President & CEO
22
NOTICE OF EXERCISE
To: National Health Partners, Inc.
000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxx, XX 00000
Attention: Chief Financial Officer
(1) The undersigned hereby elects to purchase 4,000,000 shares of Common
Stock of the Company pursuant to the terms of the attached warrant, and tenders
herewith payment of the purchase price for such shares in full in accordance
with the terms of the warrant.
(2) In exercising the warrant, the undersigned hereby confirms and
acknowledges that the shares of Common Stock to be issued upon conversion
thereof are being acquired solely for the account of the undersigned for
investment purposes only (unless such shares are subject to resale pursuant to
an effective registration statement or an exemption from registration under
applicable federal and state securities laws), and that the undersigned will not
offer, sell or otherwise dispose of any such shares of Common Stock except under
circumstances that will not result in a violation of the Securities Act or any
state securities laws.
(3) Terms not otherwise defined in this Notice of Exercise shall have the
meanings ascribed to such terms in the attached warrant.
(4) Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned.
Besamon Trade & Consulting LTD.
/s/ Xxxxxx Xxxxxxxx
-----------------------------------
(Signature)
By: Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title:
23
