STOCK REDEMPTION AGREEMENT
This Stock
Redemption Agreement (the “Agreement”) is made as of
the 13th day of November, 2006, by and between MTS Medication
Technologies, Inc., a Delaware corporation (f/k/a Medical
Technology Systems, Inc.) (the “Corporation”), and
Eureka I, L.P., a Delaware limited partnership (the “Selling
Stockholder”).
Background
The Selling
Stockholder owns two thousand shares of Series A Convertible
Participating Preferred Stock of the Corporation (the
“Subject Shares”). The Selling Stockholder desires to
sell and transfer to the Corporation, and the Corporation desires
to redeem and acquire from the Selling Stockholder, in exchange for
the consideration described in this Agreement, the Subject Shares,
pursuant to the terms and subject to the conditions set forth in
this Agreement. In consideration of the mutual agreements,
covenants and provisions set forth below, the parties to this
Agreement agree for themselves and their respective heirs,
executors, administrators, successors and assigns, as
follows:
Terms
ARTICLE I
THE TRANSACTION
1.01
Redemption of the
Subject Shares . On the Closing Date (defined below), pursuant
to the terms and subject to the conditions contained in this
Agreement, the Selling Stockholder shall sell, assign, transfer,
convey and deliver to the Corporation, and the Corporation shall
redeem, acquire and accept from the Selling Stockholder, all of the
Selling Stockholder’s right, title and interest in and to the
Subject Shares free and clear of all liens, pledges, claims,
options, charges or encumbrances of any type, for the consideration
specified in Section 1.02 of this Agreement, to be paid as provided
in Section 1.02 of this Agreement.
1.02
Purchase Price .
The aggregate purchase price for the Subject Shares shall be six
million four hundred eighty three thousand and forty six dollars
($6,483,046) (the “Purchase Price). In addition, the
Corporation shall pay a transfer fee in the amount of twenty
thousand dollars ($20,000) (the “Transaction Fee”) to
the Selling Stockholder. The Purchase Price and the Transaction Fee
shall be payable by the Corporation by wire transfer at the
Closing.
1.03
Closing Date .
The closing shall be held at the offices of Holland & Knight,
LLP, Suite 4100, 100 North Tampa Street, Tampa, Florida 33602 on or
before December 29, 2006 (the “Closing” or the
“Closing Date”). Either party (if such party is not
then in breach of this Agreement) may terminate this Agreement if
the Closing has not occurred by the close of business on December
29, 2006
1.04
Documents to be
Delivered by the Selling Stockholder . In addition to, and
without limiting any of the provisions of this Agreement, the
Selling Stockholder agrees to deliver, or cause to be delivered, to
the Corporation, on the Closing Date, the following:
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(a) |
The original certificates representing all of the Subject
Shares, duly endorsed in blank or with separate stock powers duly
endorsed in blank; and |
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(b) |
The mutual release, by and between the Selling Stockholder and
the Corporation substantially in the form of Exhibit A
attached to this Agreement (the “Mutual Release”) duly
executed by the Selling Stockholder. |
1.05
Documents to be
Delivered by the Corporation . In addition to, and without
limiting any other provision of this Agreement, the Corporation
agrees to deliver, or cause to be delivered, to the Selling
Stockholder, on the Closing Date, the following:
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(a) |
The Purchase Price and the Transaction Fee in accordance with
Section 1.02 hereof; and |
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(b) |
The Mutual Release duly executed by the
Corporation. |
1.06
Items to be Delivered
by the Selling Stockholder and the Corporation . The Selling
Stockholder and the Corporation agree to deliver such other
instruments, certificates and documents as the other party or its
counsel may reasonably request to carry out the transactions
contemplated by this Agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLING
STOCKHOLDER
The Selling
Stockholder hereby represents and warrants to the Corporation as
follows:
2.01
Organization and
Qualification . The Selling Stockholder is a limited
partnership duly organized and validly existing under the laws of
the State of Delaware, and is duly qualified and is in good
standing in the State of Delaware and in all jurisdictions in which
the ownership of its property and the nature of its activities, or
both, make such qualification necessary.
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2.02
Authority to Execute
and Perform the Agreement; No Breach by the Selling Stockholder
. The Selling Stockholder has the full legal right, power and
authority, without the consent of any other person, and has
received such approvals and taken such actions as are required, to
enter into, execute and deliver this Agreement and all other
agreements and instruments to be executed and delivered by the
Selling Stockholder in connection therewith (the “Transaction
Documents”). The Transaction Documents, when duly executed
and delivered by the Selling Stockholder, will be the valid and
binding obligations of the Selling Stockholder enforceable in
accordance with their respective terms. The execution and delivery
of the Transaction Documents, the consummation of the transactions
contemplated hereby and thereby and the performance by the Selling
Stockholder of the Transaction Documents in accordance with their
respective terms will not (i) require the approval, consent or
authorization of any federal, state, county, local or other
governmental or regulatory body; or (ii) conflict with, result in a
breach of, constitute an event of default under or require any
approval, consent or authorization under any agreement or
instrument to which the Selling Stockholder is a party or by which
the Selling Stockholder may be bound.
2.03
Title to Subject
Shares . The Selling Stockholder owns beneficially and of
record and has the full power and authority to convey to the
Corporation the Subject Shares, free and clear of any liens,
pledges, claims, options, charges or encumbrances of any type. The
transfer of the Subject Shares to the Corporation hereunder will
pass good and marketable title to the Subject Shares from the
Selling Stockholder to the Corporation free and clear of any lien,
pledge, claim, option, charge, or encumbrance of any
type.
2.04
Brokers or
Finders . The Selling Stockholder is not obligated, directly or
indirectly, to any person for investment banking, brokerage or
finders’ fees, agents’ commissions, or any similar
charges, in connection with this Agreement or the transactions
contemplated hereby.
2.05
Access;
Information . The Selling Stockholder was granted and had full
and unrestricted access to the Corporation’s business
premises, offices, properties, and business, corporate, and
financial books and records, including the Corporation’s
financial statements, and the Selling Stockholder was permitted to
examine the foregoing, question the other officers and directors of
the Corporation, and make such other investigation as the Selling
Stockholder considered appropriate to determine or verify the
business condition (financial or otherwise) of the Corporation and
to consummate the transactions contemplated by this Agreement. The
Selling Stockholder has made such further investigation and
examination of the affairs of the Corporation and has obtained such
information relating thereto as the Selling Stockholder deems
necessary to verify the accuracy and veracity of the information
furnished to it. The Selling Stockholder has carefully considered
and has, to the extent it believes such discussion to be necessary,
discussed with its professional legal, tax and financial advisors
the suitability of the redemption provided for herein, this
Agreement, and the transactions described herein, and the Selling
Stockholder has determined that consummation thereof are in Selling
Stockholder’s best interests. Selling Stockholder
acknowledges that it is responsible for and shall pay all taxes of
whatever nature, whether state, federal, income, capital gains or
otherwise, that may be due on the sale of the Subject Shares to the
Corporation. The Selling Stockholder is an accredited investor
within the meaning of Regulation D promulgated by the U.S.
Securities Exchange Commission.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE CORPORATION
The Corporation
hereby represents and warrants to the Selling Stockholder as
follows:
3.01
Organization and
Qualification . The Corporation is a corporation duly organized
and validly existing under the laws of the State of Delaware, and
is duly qualified to do business as a foreign corporation and is in
good standing in all jurisdictions in which the ownership of its
property and the nature of its activities, or both, make such
qualification necessary.
3.02
Authority to Execute
and Perform the Agreement; No Breach by the Corporation . The
Corporation has the corporate power and authority, and has received
such approvals and taken such actions as are required, to enter
into, execute and deliver this Agreement and the Transaction
Documents to which the Corporation is a party. This Agreement and
the Transaction Documents to which the Corporation is a party, when
duly executed and delivered, will be valid and binding obligations
of the Corporation enforceable in accordance with their respective
terms. Neither the execution and delivery of this Agreement and the
Transaction Documents to which the Corporation is a party, nor the
consummation by the Corporation of the transactions contemplated
hereby and thereby, will (i) require the approval, consent or
authorization of any federal, state, county, local or other
governmental or regulatory body; (ii) violate any provision of the
articles of incorporation or bylaws of the Corporation; or (iii)
conflict with, result in a breach of, constitute an event of
default under, or require any consent, authorization or approval
under, any agreement or instrument to which the Corporation is a
party or by which the Corporation may be bound.
3.03
Brokers or
Finders . The Corporation is not obligated, directly or
indirectly, to an
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