Contract
Exhibit 10.14
THIS
COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of March 13, 2008,
by and between Alpha Innotech Corp., a Delaware corporation (the “Company”), and
Xxxxxxx Xxxxxx (the “Purchaser”).
IN
CONSIDERATION of the mutual promises and covenants contained in this Agreement,
the Company and the Purchaser agrees as follows:
SECTION
1. Authorization of Sale of the
Shares. Subject to the terms and conditions of this Agreement,
the Company has authorized the sale of up to 250,000 shares (each, a “Share” and
collectively, the “Shares”) of Company common stock, par value $0.01 per share
(“Common Stock”).
SECTION
2. Agreement to Sell and
Purchase the Shares. At the closing of the sale and purchase
of the Shares (the “Closing”), the Company will sell to the Purchaser, and the
Purchaser will purchase from the Company, the Shares at the purchase price of
$0.85 per Share for the aggregate purchase price of $212,500.
SECTION
3. Delivery of the Shares at
the Closing. The purchase and sale of the Shares under this
Agreement shall occur at the principal office of the Company simultaneously with
the execution of this Agreement by the parties or on such other date as the
Company and Purchaser shall agree (the “Purchase
Date”). On the Purchase Date, the Company will deliver to
Purchaser a certificate representing the Shares to be purchased by Purchaser
(which shall be issued in Purchaser’s name) against payment of the purchase
price therefor by Purchaser by a combination of (a) check made payable to
the Company in the amount of $142,500 and (b) cancellation of indebtedness
of the Company to Purchaser in the amount of $70,000.
SECTION 4. Limitations on
Transfer. The Purchaser shall not
assign, encumber or dispose of any interest in the Shares except in compliance
with the applicable securities laws.
SECTION
5. Representations, Warranties
and Covenants of Purchaser.
(a) The
Purchaser represents and warrants to, and covenants with, the Company as
follows: (i) the Purchaser is knowledgeable, sophisticated and
experienced in making, and is qualified to make, decisions with respect to
investments in shares representing an investment decision like that involved in
the purchase of the Shares, including investments in securities issued by the
Company, and has requested, received, reviewed and considered all information it
deems relevant in making an informed decision to purchase the Shares; (ii) the
Purchaser is acquiring the number of Shares set forth in Section 2 above in the
ordinary course of its business and for its own account for investment (as
defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976
and the regulations thereunder) only and with no present intention of
distributing any of such Shares or any arrangement or understanding with any
other persons regarding the distribution of such Shares; (iii) the
Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or
otherwise dispose of (or solicit any offers to buy, purchase or otherwise
acquire or take a pledge of) any of the Shares except in compliance with the
Securities Act and the Rules and Regulations; (iv) the Purchaser has, in
connection with its decision to purchase the number of Shares set forth in
Section 2 above, relied solely upon the upon its own diligence; (v) the
Purchaser has been furnished all materials relating to the business, finances
and operations of the Company and its subsidiaries and materials relating to the
offer and sale of the Shares which have been requested by the Purchaser, and the
Purchaser has been afforded the opportunity to ask questions of the Company and
has received satisfactory answers to any such inquiries; and (vi) the Purchaser
is an “accredited investor” within the meaning of Rule 501 of Regulation D
promulgated under the Securities Act.
(b) The
Purchaser acknowledges and agrees that the Company and its advisors have not
provided any advice to the Purchaser regarding the federal, state, local or
foreign tax implications of the acquisition, ownership or disposition of the
Shares and that it has been advised to consult its own tax advisor with respect
to such implications.
(c) The
Purchaser understands that the Shares have not been registered under the
Securities Act by reason of a specific exemption therefrom and that the Shares
must be held indefinitely, unless they are subsequently registered under the
Securities Act or the Purchaser obtains an opinion of counsel, in form and
substance satisfactory to the Company and its counsel, that such registration is
not required. The Purchaser further acknowledges and understands that
the Purchaser is under no obligation to register the Shares.
(d) The
Purchaser acknowledges and understands that he will not sell, transfer or
otherwise dispose of the Shares in violation of the Securities Act, the
Securities Exchange Act of 1934, as amended, or the rules promulgated
thereunder, including Rule 144 under the Securities Act. The
Purchaser agrees that he will not dispose of the Shares unless and until he or
she has complied with all requirements of this Agreement applicable to the
disposition of Shares and he has provided the Company with written assurances,
in substance and form satisfactory to the Company, that (A) the proposed
disposition does not require registration of the Shares under the Securities Act
or all appropriate action necessary for compliance with the registration
requirements of the Securities Act or with any exemption from registration
available under the Securities Act (including Rule 144) has been taken and
(B) the proposed disposition will not result in the contravention of any
transfer restrictions applicable to the Shares under applicable state
law.
SECTION
6. Restrictive Legends and
Stop-Transfer Orders.
6.1 Legends. The
certificate or certificates representing the Shares shall bear the following
legends (as well as any legends required by applicable state and federal
corporate and securities laws):
THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO
SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
1933.
6.2 Stop-Transfer
Notices. The Purchaser agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue
appropriate “stop transfer” instructions to its transfer agent, if any, and
that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.
6.3 Refusal to
Transfer. The Company shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or (ii) to treat as
owner of such Shares or to accord the right to vote or pay dividends to any
Purchaser or other transferee to whom such Shares shall have been so
transferred.
SECTION
7. Changes. This
Agreement may not be modified or amended except pursuant to an instrument in
writing signed by the Company and the Purchaser.
SECTION
8. Headings. The
headings of the various sections of this Agreement have been inserted for
convenience of reference only and shall not be deemed to be part of this
Agreement.
SECTION
9. Severability. In
case any provision contained in this Agreement should be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby.
SECTION
10. Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California and the federal law of the
United States of America.
SECTION
11. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall
constitute an original, but all of which, when taken together, shall constitute
but one instrument, and shall become effective when one or more counterparts
have been signed by each party hereto and delivered to the other
parties.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their duly authorized representatives as of the day and year first above
written.
By_______________________________
Name:
Title:
PURCHASER:
_____________________________
Xxxxxxx
Xxxxxx
