1
EXHIBIT 10.4
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT (the "Agreement") is made as of the 9th
day of June, 1998, by and between LifeQuest Medical, Inc., a Delaware
corporation (the "Company"), and Xxx-Tech, LLC ("Investor").
For valuable consideration, the parties agree as follows:
1. Common Stock. Investor shall purchase 370,000 shares of common
stock, $.001 par value ("Common Stock"), of the Company in consideration for a
8.0166666 units, each of which units represents a one-half percent (1/2%)
membership interest in Investor.
2. Investment Representation. Investor hereby makes the following
certifications and representations:
(a) Investor is an "Accredited Investor" as that term is
defined in Rule 501 to the Rules and Regulations promulgated by the
Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Act").
(b) Investor represents and warrants that it is acquiring the
shares of Common Stock (the "Securities"), solely for Investor's
account for investment and not with a view to or for sale or
distribution of the Securities or any part thereof. Investor also
represents that the entire legal and beneficial interests of the
Securities Investor is acquiring are being acquired for, and will be
held for, its account only.
(c) Investor understands that the Securities have not been
registered under the Act, on the basis that no distribution or public
offering of the Securities is to be effected. Investor realizes that
the basis for the exemption may not be present if, notwithstanding its
representations, it has in mind merely acquiring the Securities for a
fixed or determinable period in the future, or for a market rise, or
for sale if the market does not rise. At this time, Investor has no
such intention.
(d) Investor recognizes that the Securities being acquired by
it must be held indefinitely unless they are subsequently registered
under the Act or an exemption from such registration is available.
(e) Investor is aware that the Securities may not be sold
pursuant to Rule 144 adopted under the Act unless certain conditions
are met and until Investor has held the Securities for at least one
year.
3. This Agreement and any documents executed in connection herewith
shall be governed by and construed and interpreted in accordance with the laws
of the State of Texas as applied to contracts entered into and performed
entirely within the State of Texas.
2
LIFEQUEST MEDICAL, INC.
By:
--------------------------------------
Xxxxxxx X. Xxxxxxxxx, President and
Chief Executive Officer
XXX-TECH, LLC
By:
--------------------------------------
Xxxx X. Xxxxx, Sole Manager and
Chief Executive Officer
-2-
