HEALTH SCIENCES GROUP, INC. FORM OF STOCK PURCHASE AGREEMENT
EXHIBIT
4.2
HEALTH
SCIENCES GROUP, INC.
FORM
OF
This
AGREEMENT is made effective as of the _____ day of ________, ____, (the "Sale
Date"), by and between HEALTH
SCIENCES GROUP, INC..,
a
corporation (the "Company"),and ___________________ (the "Stock
Purchaser").
RECITALS
WHEREAS,
the Board of Directors of the Company has established the 2006 Stock Option
Deferred Stock and Restricted Stock Plan (the "Plan" unless otherwise specified)
effective as of ____________; and
WHEREAS,
pursuant to the provisions of said Plan, the Board of Directors of the Company,
by action duly taken on _________________, sold to the Stock Purchaser shares
of
the Common Stock of the Company (the "Common Stock") on the terms and conditions
set forth herein.
AGREEMENT
NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants set
forth herein and other good and valuable consideration, the parties hereto
agree
as follows:
1.
Price.
The
Stock Purchaser hereby purchases an aggregate of ___________ shares of Common
Stock at the price of $____________ per share (the "Price"), on the terms and
conditions set forth herein. Upon execution hereof, the Stock Purchaser shall
pay to the Company the Price per share for the shares purchased hereby.
[OPTIONAL PROVISION] The purchase price for the shares consist of the rendition
of the following services _____________________. [OPTIONAL PROVISION] Pursuant
to a determination of the Company's Board of Directors to provide financial
assistance to the Stock Purchaser for the purchase of the shares the Stock
Purchaser hereby by executing this Stock Purchase Agreement also executes the
following promissory note:
1
[OPTIONAL
PROVISION] Promissory
Note.
On or
before ______________ (the "Due Date") the Stock Purchaser promises to pay
the
sum of _________________ with interest at the rate of 9% per annum to accrue
and
to be paid along with principal on the Due Date, subject, however, to an
acceleration of the Due Date in the event that the Company should be sold in
which case the Due Date shall be the date of the closing of such sale. This
note
is secured by _______________ shares of Common Stock purchased by the Stock
Purchaser pursuant hereto. The Stock Purchaser hereby grants the Company a
security interest in the shares of Common Stock purchased hereby. The secured
party shall have such rights of a secured party as are provided under the
California Commercial Code. To effectuate this pledge, the shares of Common
Stock serving as collateral shall be delivered to a pledgeholder who shall
be
the Secretary of the Company who agrees to hold the stock as pledgeholder under
this Agreement. Until the promissory note is paid in full the Stock Purchaser
grants an irrevocable proxy, coupled with an interest to secure payment of
this
note to ________________________ to vote his shares on all matters that come
up
for a shareholders' vote as ______________________ may determine. This note
is
non-recourse meaning that in the event of non-payment of the principal and
interest on the Due Date, the sole recourse of the Company shall be against
the
collateral and the Stock Purchaser shall have no personal liability with respect
to the note. The Stock Purchaser hereby grants an irrevocable power of attorney
to _______________________ to act as his attorney-in-fact to effectuate the
transfer of shares in the event that recourse against the collateral becomes
necessary. If and when the note is paid in full the shares shall be released
from the pledge and the stock certificates representing the shares shall be
delivered to the Stock Purchaser free of the pledge. The Stock Purchaser
recognizes that a legend will be placed upon the stock certificates setting
forth a reference to provisions hereof.
2.
Vesting.
The
shares set forth in the table below shall vest in installments of 20% per year
for each year from the date hereof (or prior hereto as allowed by the Plan),
as
more particularly set forth in the table below:
Number
of Shares
Vesting
Dates
_______
____________
_______
____________
_______
____________
[OPTIONAL
PROVISION] The shares are fully vested as of the date hereof. [OPTIONAL
PROVISION] provide for alternative vesting formula.
"Vesting"
means free of the right of the Company to repurchase the shares pursuant to
Paragraph 10 of the Plan; i.e.,
on the
vesting dates set forth in the above table, the Company shall have no right
to
repurchase the shares which are shown in the table to have vested as of said
date.
3.
Governing
Plan.
This
Agreement hereby incorporates by reference the Plan and all of the terms and
conditions of the Plan as heretofore amended and as the same may be amended
from
time to time hereafter in accordance with the terms thereof, but no such
subsequent amendment shall adversely affect the Stock Purchaser's rights under
this Agreement and the Plan except as may be required by applicable law. The
Stock Purchaser expressly acknowledges and agrees that the pro-visions of this
Agreement are subject to the Plan; the terms of this Agreement shall in no
manner limit or modify the controlling provisions of the Plan, and in case
of
any conflict between the provisions of the Plan and this Agree-ment, the
provisions of the Plan shall be con-trolling and binding upon the parties
hereto. The Stock Purchaser also hereby expressly acknowledges, represents
and
agrees as follows:
2
(a)
Acknowledges receipt of a copy of the Plan, a copy of which is attached hereto
and by reference incorporated herein, and represents that he is familiar with
the terms and provisions of said Plan, and hereby accepts this Agreement Subject
to all the terms and provisions of said Plan.
(b)
Agrees to accept as binding, conclusive and final all decisions or
interpretations of the Board of Directors (or the Committee, if so authorized)
upon any questions arising under the Plan.
(c)
Acknowledges that he is familiar with all Sections of the Plan including the
provisions regarding Termina-tion of Employment.
(d)
Acknowledges, understands and agrees that the existence of the Plan and the
execution of this Agreement are not sufficient by themselves to cause any
purchase of stock under Plan to qualify for favorable tax
treatment.
4.
Representations
and Warranties.
The
Stock Pur-chaser hereby makes a representation and warranty that the shares
are
being acquired only for investment and without any present intention to sell
or
distribute such shares. An appropriate legend restricting transferability of
the
shares, as may be required by the Securities Act of 1933, may be placed by
the
Company on the certificates representing the shares, unless the shares are
registered under Form S-8.
5.
Shares/Transferable.
Until
the shares are fully paid for or fully vested they may not be sold, pledged,
hypothecated, assigned, encumbered, gifted or otherwise transferred in any
manner, either voluntarily or involuntarily by operation of law, except by
will
or the laws of descent or distribution and except for the pledge created
hereby.
6.
No
Enlargement of Employee Rights.
Nothing
in this Agreement shall be construed to confer upon the Stock Purchaser (if
an
employee) any right to continued employment with the Company (or an Affiliated
Company), or to restrict in any way the right of the Company (or an Affiliated
Company if he is an employee thereof) to terminate his employment. Stock
Purchaser acknowledges that in the absence of an express written employment
agreement to the contrary, Stock Purchaser's employment with the Company may
be
terminated by the Company at any time, with or without cause.
7.
Withholding
of Taxes.
Stock
Purchaser authorizes the Company to withhold, in accordance with any applicable
law, from any compensation payable to him any taxes required to be withheld
by
federal, provincial or local law as a result of the issuance of stock pursuant
to this Agreement. The Stock Purchaser acknowledges that it his own
responsibility to file an 83(b) election with the Internal Revenue Service
(if
he is a U.S. resident) concerning this transaction or such other forms as may
be
applicable in his home jurisdiction. The Stock Purchaser shall contact his
own
personal accountant and provide the necessary information to the Stock
Purchaser's accountant to permit the accountant to fill out and file on his
behalf an 83(b) election form (if applicable or such other form as is required)
which must be filed within 30 days from the date hereof. Failure to file such
form timely may result in adverse tax consequences to the Stock Purchaser.
Stock
Purchaser acknowledges that it is not the Company's responsibility to provide
him with tax advise or assistance, financial or otherwise in connection with
the
preparation, filling out and filing of the 83(b) election or any other election
under his home jurisdiction.
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8.
Laws
Applicable to Construction.
This
Agreement shall be construed and enforced in accordance with the laws of
California.
9.
Agreement
Binding on Successors.
The
terms of this Agreement shall be binding upon the executors, administrators,
heirs, successors, transferees and assignees of the Stock
Purchaser.
10.
Necessary
Acts.
The
Stock Purchaser agrees to perform all acts and execute and deliver any documents
that may be reasonably necessary to carry out the provisions of this Agreement,
including but not limited to all acts and documents related to compliance with
federal and/or state securities laws.
11.
Counterparts.
For
convenience this Agreement may be executed in any number of identical
counterparts, each of which shall be deemed a complete original in itself and
may be introduced in evidence or used for any other purpose without the
production of any other counterparts.
12.
Invalid
Provisions.
In the
event that any provision of this Agreement is found to be invalid or otherwise
unenforceable under any applicable law, such invalidity or unenforceability
shall not be construed as rendering any other provisions contained herein
invalid or unenforceable, and all such other provisions shall be given full
force and effect to the same extent as though the invalid and unenforce-able
provision was not contained herein.
4
IN
WITNESS WHEREOF, the Company and the Stock Purchaser have executed this
Agreement effective as of the date first written hereinabove.
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By:
___________________________________________
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____________________________________ | |
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Title:
___________________________________
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Street
Address
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| ____________________________________ | ||
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City
and State
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| ____________________________________ | ||
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Social
Security No.
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Agreed
to
and Accepted:
___________________________________
By
his or
her signature below, the spouse of the Stock Purchaser acknowledges that he
or
she has read this Agreement and the Plan and is familiar with the terms and
provisions thereof, and agrees to be bound by all the terms and conditions
of
said Agreement and said Plan document; the spouse by signing below agrees to
be
bound by this agreement and designates Stock Purchase as attorney in fact with
respect to all matters pertaining thereto.
___________________________________
Spouse
Dated:
5
By
his or
her signature below the Stock Purchaser represents that he or she is not legally
married as of the date of execution of this Agreement.
_________________________________
Stock
Purchaser
Date:
____________________________
