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Exhibit 10.1
RECOM MANAGEMENT SYSTEMS INC.
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Common Stock Purchase Agreement
This Common Stock Purchase Agreement (the
“ Agreement ”) is made as of October 16, 2006
by and between Signalife, Inc., a Delaware corporation (the
“ Company ”), and the purchaser listed on the
schedule attached hereto as Schedule A
(the “ Schedule of Purchasers ”).
The persons or entities listed thereon are hereinafter
referred to collectively as the “ Purchasers
” and individually as a “ Purchaser. ”
Each Purchaser shall sign his or her individual Agreement
for purposes of protection, clarification and privacy.
Whereas, after performing due diligence
as they desire, the Purchasers desire to purchase, and the
Company agrees to sell, shares of the Company’s Common
Stock pursuant to the terms and conditions of this
Agreement;
Whereas the Company acknowledges that it
has disclosed publicly, either through press releases or via its
SEC filings, all material information related to its product
development, operations, and financial condition;
Whereas, the Company acknowledges that
Purchasers may be acting individually or as nominee of another
party;
Whereas , Purchasers acknowledge that if
they are acting on behalf of a third party they will comply with
all applicable federal and state securities laws;
Now, therefore, in consideration of the
mutual promises contained herein and made pursuant hereto, and
good and available consideration, receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
SECTION 1
Authorization and Sale of the
Shares
1.1
Authorization . As of the Closing (as defined below),
the Company will have authorized the sale and issuance of the
shares of common stock to be sold to the Purchaser (the “
Common Shares ”) pursuant to this Agreement for the
total amount of shares of the Company’s Common Stock at a
purchase price equal to $1.55 per share, representing a 20%
discount from market from the stipulated $1.94 target price.
The Purchasers are not obligated to pay any brokers or
finders hereunder.
1.2
Agreement to Purchase and Sell .
Subject to the terms and conditions hereof and in reliance
upon the representations, warranties and agreements contained
herein, the Company hereby agrees to issue and sell to the
Purchaser, and Purchaser hereby agrees to purchase from the
Company, at the Closing (as defined below), the total amount of
shares of the Company’s Common Stock as set forth opposite
the Purchaser’s name on Schedule A at
the purchase price per share hereinabove provided in section
1.1. The Company reserves the right to accept or reject
any investor at its sole and absolute discretion.
1445801.3
1.3 Warrant . Simultaneously
(or as soon as practicable thereafter) with the issuance of the
Common Stock as provided for herein, Company agrees to issue to
each Purchaser a Warrant to purchase from Company a number of
shares equal to 40% of the Common Shares sold to that purchaser
under this Agreement, at a price equal to $2.23 per share,
representing a 15% premium from the stipulated $1.94 target
price, in substantially the form attached as Schedule
B hereto (the “ Warrant ”).
The Company agrees to take all corporate and
shareholder actions necessary to authorize and approve the
proper number shares of Common Stock into which such warrants
will be converted.
1.4
Use of Proceeds from Sale of Stock . The net proceeds
from the sale of the Common Shares issued by the Company shall be
used for general corporate purposes, including working capital.
1.5 Immediate Registration . Concurrently
herewith, the Company shall issue to the Purchasers immediate
registration rights for the Common Shares issued hereby, and for
the Warrant issued hereby, pursuant to a Grant of Registration
Rights executed concurrently herewith.
SECTION 2
Closing
2.1
The Closing . The purchase and sale
of the Common Shares hereunder shall be officially held at the
Company’s corporate headquarters in Greenville, South
Carolina, on October 16, 2006 at noon or at such other time and
place as shall be mutually agreed upon by the Company and the
Purchasers (which time and place are referred to as the “
Closing ”). In lieu of appearing personally,
the Purchaser may at its discretion appear telephonically,
through wire transfer, or through the United States mails.
At the Closing or no later than five (5) business days
from the later of the Closing or AMEX approval, the Company will
deliver to the Purchaser a certificate representing the number
of Common Shares that such Purchaser has agreed to purchase
hereunder as shown on Schedule A
against delivery to the Company by such Purchaser of the full
purchase price of such Common Shares, paid by (i) a check
payable to the Company’s order, or (ii) such other method
as the Company may choose at its sole discretion.
SECTION 3
Representations and Warranties of
the Company
The Company hereby represents and warrants to each Purchaser that
the statements in the following paragraphs of this Section 3 are
all true and correct:
3.1
Organization, Good Standing; Certificate and Bylaws.
The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware.
3.2
Capitalization The capitalization
of the Company consists of a total of one hundred million
authorized shares of common stock (the “Common
Stock”), and a total of ten million authorized shares of
blank check preferred stock, of which 3,000,000 have been
designated to date as series A convertible preferred stock.
3.3
Authorization . All corporate
action on the part of the Company, its directors and
shareholders necessary for the authorization, execution,
delivery and performance by the Company of this Agreement, and
for the authorization, issuance, reservation for issuance and
delivery of the Common
2
Shares has been taken or will be taken prior to
the Closing. This Agreement is valid and binding
obligations of the Company, enforceable in accordance with their
terms, subject to laws of general application relating to
bankruptcy, insolvency, and the relief of debtors and other laws
of general application affecting enforcement of creditors’
rights generally, rules of law governing specific performance,
injunctive relief or other equitable remedies, and limitations
of public policy.
3.4
Valid Issuance of Stock .
(a)
The Common Shares, when issued, sold and
delivered in accordance with the terms of this Agreement for the
consideration provided for herein, will be duly and validly
issued, fully paid and nonassessable.
(b)
Based in part on the representations made by the
Purchasers in Section 4 hereof, the Common Shares and
(assuming no change in applicable law and no unlawful
distribution of the Common Shares by the Purchasers or other
parties) will be issued in compliance in all material respects
with the registration and prospectus delivery requirements of
the U.S. Securities Act of 1933, as amended, (the “
1933 Act ”) and the registration and qualification
requirements of the securities laws of the State of South
Carolina.
3.5
Governmental Consents . No consent,
approval, order or authorization of, or registration,
qualification, designation, declaration or filing with any
federal, state or local governmental authority on the part of
the Company is required in connection with the consummation of
the transactions contemplated by this Agreement.
SECTION 4
Investment Representations and
Covenants of the Purchasers
Each Purchaser hereby represents and warrants to, and agrees with,
the Company, severally and not jointly, that:
4.1
Authorization . This Agreement
constitutes such Purchaser’s valid and legally binding
obligation, enforceable in accordance with its terms except as
may be limited by (i) applicable bankruptcy, insolvency,
reorganization or other laws of general application relating to
or affecting the enforcement of creditors
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