This Purchase and Sale Agreement involves
Title: COMMON STOCK PURCHASE AGREEMENT
Governing Law: California Date: 3/9/2007
Law Firm: Heller Ehrman
J AZZ P HARMACEUTICALS , I NC .
COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT (the " Agreement ") is made and entered into as of March 20, 2003 by and between Jazz Pharmaceuticals, Inc., a California corporation (the " Company "), and Samuel R. Saks (the " Purchaser ").
A. The Purchaser is a founder, officer and director of the Company.
B. The Purchaser and the Company desire to specify the terms and conditions of Purchaser’s equity participation in the Company.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Issuance of Shares; Purchase Price . The Purchaser hereby purchases and the Company hereby sells 3,300,000 shares of the Company common stock (the " Shares ") at a purchase price consisting of $0.0003 per share payable in cash.
2. Restrictions on Resale of Shares .
2.1 Legends . The Purchaser understands and acknowledges that the Shares are not registered under the Act, and that under the Act and other applicable laws the Purchaser may be required to hold such Shares for an indefinite period of time. Each stock certificate representing the Shares shall bear the following legend:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY TRANSFER OF SUCH SECURITIES SHALL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, SUCH REGISTRATION IS UNNECESSARY FOR SUCH TRANSFER TO COMPLY WITH THE ACT."
2.2 Market Standoff . The Purchaser agrees that if so requested by the Company or any representative of the underwriters in connection with registration of the initial public offering of any securities of the Company under the Act, the Purchaser shall not sell or otherwise transfer any Shares or other securities of the Company during the 180 day period following the effective date of such registration statement. The Company may impose stop transfer instructions with respect to securities subject to the foregoing restrictions until the end of such 180 day period.
3. Representations and Acknowledgments of the Purchaser . The Purchaser hereby represents, warrants, acknowledges and agrees that:
3.1 Investment . The Purchaser is acquiring the Shares for the Purchaser’s own account, and not directly or indirectly for the account of any other person. The Purchaser is acquiring the Shares for investment and not with a view to distribution or resale thereof except in compliance with the Act and any applicable state law regulating securities.
3.2 Access to Information . The Purchaser has had the opportunity to ask questions of, and to receive answers from, appropriate executive officers of the Company with respect to the terms and conditions of the transactions contemplated hereby and with respect to the business, affairs, financial condition and results of operations of the Company. The Purchaser has had access to such financial and other information as is necessary in order for the Purchaser to make a fully informed decision as to investment in the Company, and has had the opportunity to obtain any additional information necessary to verify any of such information to which the Purchaser has had access.
3.3 Pre-Existing Relationship . The Purchaser further represents and warrants that the Purchaser has either (i) a pre-existing relationship with the Company or one or more of its officers or directors consisting of personal or business contacts of a nature and duration which enable the Purchaser to be aware of the character, business acumen and general business and financial circumstances of the Company or the officer or director with whom such relationship exists or (ii) such business or financial expertise as to be able to protect the Purchaser’s own interests in connection with the purchase of the Shares.
3.4 Speculative Investment . The Purchaser’s investment in the Company represented by the Shares is highly speculative in nature and is subject to a high degree of risk of loss in whole or in part; the amount of such investment is within the Purchaser’s risk capital means and is not so great in relation to the Purchaser’s total financial resources as would jeopardize the personal financial needs of the Purchaser in the ev