COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT is made as of July 29, 1997 by and
between PEACOCK HILL FARM LIMITED LIABILITY COMPANY ("LLC", hereinafter
sometimes referred to as "Seller"), and XXXX X. XXXXX and XXXXXXXXX X. XXXXX
(hereinafter collectively referred to as the "Purchaser" and/or "Investor").
WITNESSETH:
The LLC wants to sell, and the Purchaser wants to purchase Acadia
National Health Systems, Inc. ("Acadia" or the "Company") common stock (the
"Shares" or the "Acadia Common Stock") held by the LLC as follows:
Two million three hundred twenty-six thousand (2,326,000) shares of the Acadia
Common Stock, no par value, of the Company held by the LLC for the
consideration and upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Purchase and Sale
1.1 Sale and Delivery of the Shares. Subject to the terms and
conditions of this Agreement hereinafter set forth, the Purchaser agrees to
purchase at the Closing, and the Seller agrees to sell and deliver to the
Purchaser at the Closing, the Shares at a purchase price of one hundred
eighteen thousand three hundred fourteen dollars and eighty-seven cents
($118,314.87) (the "Purchase Price") in cash, which represents a purchase
price of $.05086624 per share for each of the Shares described above.
1.2 Closing. The purchase and sale of the Shares shall take place at
the offices of Xxxxxxx, Taintor and Xxxxxx, 00 Xxxx Xxxxxx, X.X. Xxx 0000,
Xxxxxx, Xxxxx 00000-0000, at 2:00 p.m. on July 29, 1997, or at such other time
and place as the Seller and the Purchaser mutually agree upon (which time and
place are designated the "Closing" and/or "Closing Time").
At the Closing, the Seller shall execute stock transfer assignments and
instructions, to be forwarded to American Securities Transfer, Inc. (the
"Transfer Agent"), whose corporate address is 000 Xxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxx, Xxxxxxxx 00000-0000, to allow for delivery to the Purchaser a
certificate or certificates, in the following amount to the following
designated Purchaser:
$ Amount Paid No. of Shares Received
XXXX X. XXXXX $ 62,854.77 1,235,687.5
XXXXXXXXX X. XXXXX $ 55,460.10 1,090,312.5
The Purchaser shall deliver to Seller at Closing a certified check or
other instrument by means reasonably acceptable to Seller in the amount of
$118,314.87
1.3 Price Discount. Seller acknowledges that it is selling the Shares
at a price below the current market value for the Shares quoted on the
Over-the-Counter ("OTC") Electronic Bulletin Board, and agrees that such
discount in price is due to substantial blocks of shares being sold to
Purchaser.
2. Representations and Warranties of Seller. Seller represents and
warrants to Purchaser as follows:
2.1. The Seller is, and at the Closing Time will be, authorized to
transfer two million three hundred twenty-six thousand (2,326,000) shares of
the Acadia Common Stock. Seller has in possession, and, except as hereinafter
set forth in this Section 2.2, at the Closing Time will have in possession,
fully paid and non-assessable, 2,326,000 shares of the Acadia Common Stock.
2.2. When sold, transferred and delivered to Purchaser upon payment
of the Purchase Price therefor, the Shares will be fully paid and
non-assessable, free and clear of all mortgages, pledges, liens, security
interests, conditional sale agreements, charges, encumbrances and, except as
provided by this Agreement, restrictions of every nature. The Shares are, and
when sold, transferred and delivered to Purchaser under this Agreement will
be, duly and validly admitted to listing on the Over-the-Counter ("OTC")
Electronic Bulletin Board.
2.2.2. Except as set forth in Schedule A, there has been, and
prior to the Closing Time there will be, no material adverse change,
individually or in the aggregate, in the LLC's condition (financial or
otherwise) or in the LLC's assets, liabilities or business.
2.2.3. There has been, and prior to the Closing Time there will
be, no damage, destruction or loss or other events or conditions of any
character, or any pending litigation or threatened developments, individually
or in the aggregate, which would materially and adversely affect the LLC's
condition (financial or otherwise) or the LLC's assets, liabilities or
business.
2.3. Except as set forth in Schedule A attached hereto and
incorporated by reference herein, there is, and at the Closing Time there will
be, no material action, suit, proceeding or investigation pending or, to the
knowledge of the LLC, threatened, against or affecting the LLC or any of its
assets. The LLC is not, and at the Closing Time will not be, in default under
or with respect to any judgment, order, writ, injunction or decree of any
court or of any federal, state, municipal or other governmental authority,
department, commission, board, agency or other instrumentality. The LLC has,
and at the Closing Time will have, complied in all material respects with all
laws, rules, regulations and orders applicable to it; has, and at the Closing
Time will have, performed in all material respects all of its material
obligations and duties to be performed by it to the extent required in
accordance with their respective terms; and is not, and at the Closing Time
will not be, in default under or in material breach of any material contract,
agreement, commitment or other instrument to which it is subject or a party or
under which it is bound.
2.4. The Seller has not, and at the Closing Time will not have,
incurred any liability, obligation or duty for any finder's, agent's or
broker's fee or commission in connection with this Agreement or the
transactions contemplated hereby.
2.5. The LLC, pursuant to the power and authority legally vested in
it, has duly authorized the execution and delivery of this Agreement by the
LLC, the stock transactions hereby contemplated, and no action, confirmation
or ratification by other parties to the LLC or by any other person, entity or
governmental authority is required in connection therewith. The LLC has the
power and authority to execute and deliver this Agreement, to consummate the
transactions hereby contemplated and to take all other actions required to be
taken by it pursuant to the provisions hereof. The LLC has taken all actions
required by law, or otherwise to authorize the execution and delivery of this
Agreement and the sale, transfer and delivery of the Shares pursuant to the
provisions hereof. This Agreement is valid and binding upon the LLC in
accordance with its terms. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby will
constitute a violation or breach of any agreement, stipulation, order, writ,
injunction, decree, law, rule or regulation applicable to the LLC.
2.6. Neither this Agreement nor any written information, statement,
list or certificate furnished or to be furnished to Purchaser pursuant to this
Agreement or in connection with this Agreement or any of the transactions
contemplated by this Agreement contains or, at the Closing Time, will contain
any untrue statement of a material fact or omits or, at the Closing Time, will
omit to state a material fact necessary in order to make the statements
contained therein, in light of the circumstances in which they are made, not
misleading.
3. Representations and Warranties of Purchaser. Purchaser represents and
warrants to Seller as follows:
3.1. The Purchaser has duly authorized the execution and delivery of
this Agreement by Purchaser and the transactions hereby contemplated, and no
action, confirmation or ratification by the Purchaser or by any other person,
entity or governmental authority is required in connection therewith.
Purchaser has the power and authority to execute and deliver this Agreement,
to consummate the transactions hereby contemplated and to take all other
actions required to be taken by it pursuant to the provision, hereof.
Purchaser has taken all actions required by law, or otherwise to authorize the
execution and delivery of this Agreement. This Agreement is valid and binding
upon Purchaser in accordance with its terms. Neither the execution and
delivery of this Agreement nor the consummation of said transactions will
constitute any violation or breach of the Purchaser, or any order, writ,
injunction, decree, law, rule or regulation applicable to Purchaser.
3.2. Purchaser is not, and at the Closing Time will not be, liable
or obligated to pay any finder's, agent's or broker's fee or commission to
Advisor arising out of or in connection with this Agreement or the
transactions contemplated by this Agreement.
3.3 Authorization. The Purchaser is the authorized agent of ACADIA
NATIONAL HEALTH SYSTEMS, INC. When executed and delivered by Purchaser, this
Agreement will constitute the valid and legally binding obligation of
Purchaser and the LLC.
3.4 Accredited Investor. The Purchaser, which has been designated
in Section 1.2 hereof as the ultimate purchaser of the Shares, are not each an
"accredited investor" as is defined in Rule 501(a)(3) promulgated under the
1933 Securities Act.
4. Conditions Precedent to Obligation and Duty of Purchaser to Acquire
the Shares. The obligation and duty of Purchaser to purchase from the Seller
the Shares as contemplated by this Agreement are subject to the fulfillment
and satisfaction at the Closing Time of each of the following conditions
precedent, any or all of which may be waived in whole or in part at or prior
to the Closing Time by Purchaser:
4.1. All representations and warranties of Seller contained in this
Agreement and expressly made at the Closing Time shall be true and correct at
the Closing Time, and all of the other representations and warranties of the
Seller contained in this Agreement shall be true and correct at the Closing
Time as though each of such representations and warranties was made at such
time.
4.2. The Seller shall have performed and complied with all covenants
and agreements on Seller's part required by this Agreement to be performed or
complied with prior to or at the Closing Time.
4.3. Seller specifically represents and warrants that:
4.3.1. When issued, sold, transferred and delivered to
Purchaser the Shares will be fully paid and non-assessable, free and clear of
all mortgages, pledges, liens, security interests, conditional sale
agreements, charges, encumbrances and, except as provided by this Agreement,
restrictions of every nature.
4.3.2. Except as set forth on Schedule A to this Agreement,
Seller does not know of any material action, suit, proceeding or investigation
pending or threatened against the Seller or affecting the Seller or any of its
assets.
4.3.3. To the best knowledge of Seller, the issuance, sale,
transfer and delivery of the Shares pursuant to the provisions of this
Agreement will not constitute a violation or breach of any agreement,
stipulation, order, writ, injunction or decree applicable to the Seller.
5. Securities Act of 1933 ("Act")
5.1 Investment Representations.
(a) This Agreement is made with Purchaser in reliance upon its
representations to the Seller and to the Company, which by its acceptance
hereof Purchaser hereby confirms, that the Shares to be received will be
acquired by the Purchaser for investment for an indefinite period for their
own account, and not with a view to the sale or distribution of any part
thereof in violation of the Act, and that the Purchaser has no present
intention of selling or otherwise distributing the same without full
compliance with the rules and regulations promulgated under the Act. By
executing this Agreement, Purchaser further represents that to the best of its
knowledge the Purchaser does not have any existing contract undertaking,
agreement or arrangement with any person to sell to such person any of the
Shares.
(b) Purchaser understands that the two million three hundred
twenty-six thousand (2,326,000) Shares sold and delivered to Purchaser by
Seller are restricted shares, and are not being registered under the Act on
the ground that the sale provided for in this Agreement is exempt pursuant to
Section 4(1) and 4(2) of the Act and Regulation D thereunder, and that the
Seller's reliance on such exemption is predicated on Purchaser's
representations set forth herein.
(c) Purchaser acknowledges that in no event can the Purchaser make
a disposition of any of the Shares, unless either such Shares are sold by
Purchaser pursuant to Rule 144 under the Act, or such Shares shall have been
registered under the Act, or Purchaser shall have furnished the Company with
an opinion of counsel reasonably satisfactory to the Company to the effect
that such disposition will not require registration of such securities under
the Act under the circumstances of such disposition.
(d) Purchaser represents that to the best of its knowledge
Purchaser is able to fend for itself in the transactions contemplated by this
Agreement, has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of its investment, has the
ability to bear the economic risks of its investment and has been furnished
with and has had access to such information as would be made available in the
form of a registration statement together with such additional information as
is necessary to verify the accuracy of the information supplied and to have
all questions which have been asked by the Purchaser answered by the Seller
and/or by the Company.
(e) Purchaser acknowledges that Purchaser understands that if a
registration statement covering the Shares under the Act is not in effect when
it desires to sell any of the Shares, Purchaser may be required to hold such
Shares for an indeterminate period. Purchaser also acknowledges that it and
Purchaser understands that any sale of the Shares which might be made by it in
reliance upon Rule 144 under the Act may be made only in limited amounts in
accordance with the terms and conditions of that rule.
(f) In making its decision to purchase the Shares herein subscribed
for, Purchaser has relied solely upon independent investigations made by
Purchaser or its duly appointed and qualified Purchaser Representative.
Purchaser is not relying on the Seller or the Company, or any person connected
with the Seller or the Company with respect to the tax, securities and other
economic considerations involved in this investment.
(g) Purchaser acknowledges that no representations or warranties
have been made to Purchaser by the Seller or any officer, employee, agent,
affiliate or any other person connected with the Seller.
(h) Purchaser acknowledges, represents, agrees and is aware that
the representations, warranties, agreements, undertakings and acknowledgments
made by Purchaser in this Agreement are made with the intent that they be
relied upon by the Seller in determining Purchaser's suitability as a
purchaser of the Shares, and shall survive its purchase of the Shares. In
addition, Purchaser undertakes to notify the Seller immediately of any change
in any representation, warranty or other information relating to Purchaser set
forth herein.
5.2 Legends. All certificates for the Shares shall bear substantially
the following legend:
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED BY THE PURCHASER
FOR INVESTMENT PURPOSES. SAID SHARES MAY NOT BE SOLD OR TRANSFERRED UNLESS
(A) THEY ARE SOLD PURSUANT TO RULE 144 OF THE ACT, OR (B) THEY HAVE BEEN
REGISTERED UNDER SAID ACT, OR (C) THE TRANSFER AGENT IS PRESENTED WITH A
WRITTEN OPINION SATISFACTORY TO COUNSEL FOR THE COMPANY TO THE EFFECT THAT
SUCH REGISTRATION IS NOT REQUIRED UNDER THE CIRCUMSTANCES OF SUCH SALE OR
TRANSFER."
6. Conditions to Obligations at Closing.
The obligations of each party under this Agreement are subject to the
representations and warranties of the other party contained herein being true
on and as of the Closing, and the other party having performed and complied
with all agreements and conditions contained herein required to be performed
or complied with by them on or before the Closing.
7. Miscellaneous
7.1 Agreement is Entire Contract. Except as specifically referenced
herein, this Agreement constitutes the entire contract between the parties
hereto concerning the subject matter hereof and no party shall be liable or
bound to the other in any manner by any warranties, representations or
covenants except as specifically set forth herein. Any previous agreement
among the parties related to the transactions described herein is superseded
hereby. The terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the respective successors and assigns of the parties
hereto, expressly including the Purchaser. Nothing in this Agreement, express
or implied, is intended to confer upon any party, other than the parties
hereto, and their respective successors and assigns, any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided herein.
7.2 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Maine.
7.3 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7.4 Title and Subtitles. The titles of the paragraphs and subparagraphs
of this Agreement are for convenience and are not to be considered in
construing this Agreement.
7.5 Notices. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery or
upon deposit in the United States Post Office, by registered or certified
mail, addressed to a party at its address hereinafter shown below its
signature or at such other address as such party may designate by ten (10)
days' advance written notice to the other party.
7.6 Survival of Warranties. The warranties and representations of the
Seller and Purchaser contained in or made pursuant to this Agreement shall
survive the execution and delivery of this Agreement and the Closing
hereunder.
SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first written above.
SELLER:
PEACOCK HILL FARM
LIMITED LIABILITY COMPANY
BY______________________________
XXXXXX X. XXXXXXX,
Sole Managing Member
Address:
C/O Skelton, Taintor & Xxxxxx, P.A.
00 Xxxx Xxxxxx
X.X. Xxx 0000
Xxxxxx, Xxxxx 00000
PURCHASER:
By:_____________________________
XXXX X. XXXXX
Acadia National Health Systems, Inc.
Title: Chief Executive Officer
Address:
000 Xxxx Xxxxxx
Xxxxxxxx, Xxxxx 00000
By:_____________________________
XXXXXXXXX X. XXXXX
Acadia National Health Systems, Inc.
Title: VP and Secretary
Address:
000 Xxxx Xxxxxx
Xxxxxxxx, Xxxxx 00000
