SETTLEMENT AGREEMENT
This Settlement Agreement is entered into on the 7th day of November,
2000, by and between Wasatch Pharmaceutical, Inc. ("Wasatch"), ▇▇▇ ▇. ▇▇▇▇▇▇▇
("▇▇▇▇▇▇▇") and Aspen Capital Resources LLC ("Aspen").
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, Wasatch, ▇▇▇▇▇▇▇ and Aspen agree as follows:
1. Within five days of the execution of this Settlement Agreement,
Wasatch shall deliver to Aspen a stock certificate is the name of Aspen for
750,000 shares of Wasatch common stock free and clear of all liens and
encumbrances, except that the restrictive legend as provided its paragraph 7 may
be placed on the stock certificate.
2. On or before November 15, 2000, at 5:00 p.m. (local time), Wasatch
agrees to pay Aspen the sum of three hundred thousand dollars ($300,000) in
certified funds.
3. In the event Wasatch fails to pay in full the three hundred thousand
dollars ($300,000) as provided in paragraph 2, arid only in such event, then:
a. On or before November 20, 2000 at 5:00 p.m. (local time),
Wasatch shall deliver to Aspen a stock certificate in the name
of Aspen for an additional 250,000 shares of Wasatch common
stock making a total of 1,000,000 shares of stock free and
clear of all liens and encumbrances, except that the
restrictive legend as provided in paragraph 7 may be placed on
the stock certificate, and
b. On or before December 1, 2000 at 5:00 p.m. (local time),
Wasatch shall pay Aspen the sum of three hundred twenty
thousand dollars ($320,000) or such amount so that all
payments to Aspen equal three hundred twenty thousand dollars
($320,000), in certified funds.
4. In the event that Wasatch fails to pay in full the three hundred
twenty thousand ($320,000) as provided in paragraph 3(b) above, and only in said
event, then:
a. On or before December 6, 2000 at 5:00 p.m. (local time),
Wasatch shall deliver to Aspen a stock certificate in the name
of Aspen for an additional 250,000 shares. of Wasatch common
stock making a total of 1,250,000 shares of stock free and
clear of all liens and encumbrances, except that the
restrictive legend as provided in paragraph 7 may be placed on
the stock certificate, and
b. On or before January 2, 2001, at 5:00 p.m. (local time),
Wasatch shall pay Aspen the sum of three hundred forty
thousand dollars ($340,000), or such amount so that all
payments to Aspen equal three hundred forty thousand dollars
($340,000), in certified funds.
5. [THIS SECTION HAS BEEN OMITTED]
6. Wasatch may make delivery of any funds or certificates as provided
in paragraphs 2, 3, 4 and 5 by delivery of said funds and stock certificates to
the law office of ▇▇▇▇▇ & Swensen, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇. Aspen hereby authorizes any of the members of the law firm of
▇▇▇▇▇ & Swensen to sign a receipt acknowledging receipt of certified funds or
stock certificates.
7. Within sixty (60) days of the latest date of execution of this
Settlement Agreement, by both parties, Wasatch agrees to file for registration,
under the Securities Act, the shares issued to Aspen pursuant to this Settlement
Agreement, (heroin the "Aspen Shares") on form S-1 or form SB-2 or any successor
form thereto, and under all applicable state securities laws.
If Wasatch, at any time or times, proposes or is required to register
any of its common stock or other equity securities for public sale for cash,
undo the securities Act (other than on form S-4 or S-8 or successor ▇▇▇▇▇▇
thereto or any form on which the Aspen shares are not eligible to be
registered), or any applicable state securities law, Wasatch will at each such
time or times give written notice hereinafter "Written Notice" so Aspen of
Wasatch's intent to do so. Upon Wasatch's receipt of a written request from
Aspen, given within fifteen (15) days after Aspen's receipt of any Written
Notice, Wasatch shall use its best efforts to cause the registration of Aspen's
Shares, pursuant to the Securities Act and any applicable state securities laws,
Wasatch covenants that after the date of this Agreement, Wasatch will not permit
stay registration statement relating to its shares to become effective, until
all of the Aspen Shares have been registered, unless such registration statement
includes the Aspen Shares or Aspen has waived this requirement in writing.
2
With respect to all registrations, all fees and costs shall be done by
Wasatch; provided, however, that Aspen shall bear the cost of all commissions
associated with its sale of the Aspen Shares.
Aspen, its representatives and assigns, understand that the common
shares issued pursuant to this Settlement Agreement have not been registered
under the Securities Act or applicable state securities laws, but have been
issued to Aspen on the basis that the issuance of the Aspen Shares are exempt
from registration under the Securities Act and Securities Laws based in part
upon the representations made herein. Aspen, hereby represents that it does not
intend to resell or otherwise dispose of the Aspen Shares being issued herein
absent an effective registration or pursuant to available exemptions. Aspen,
further represents that it is obtaining the Aspen Shares for investment purposes
only and for its own account, not on behalf of others, and not with a view to
resell or otherwise to distribute the Aspen Shares, and neither Aspen or its
representatives will sell or otherwise distribute the Aspen Shares without
registration under the Securities Act and applicable Securities Laws or pursuant
to applicable exceptions therefrom.
Aspen also represents that it will not attempt to sell or otherwise
distribute the Aspen Shares except in compliance with the anti-fraud,
registration and any of the material provisions of the Securities Act and
applicable Securities Law.
A legend will be placed on the certificates issued to Aspen indicating
that the Aspen Shares have not been registered under the Securities Act or
applicable Securities Laws and that the Aspen Shares may not be resold unless
they are registered under the Securities Act and Securities Laws or pursuant to
applicable exemptions therefrom.
8. Wasatch does hereby fully release, acquit and forever discharge
▇▇▇▇▇▇▇ and Aspen, their principals, officers, agents, employees and owners, of
and from all known and unknown past, present, and future claims, actions and
suits for damages, demands, including loss of compensation, profits or business,
which it now has or may hereafter acquire, by reason of any past, present or
future loss or damage to any property rights, without limitation to the
foregoing, as a result of the execution of the Securities Purchase Agreement
dated April 19, 2000, the 8% Convertible Debentures in the principal amount of
$200,000 dated April 19, 2000 any manner or way misted to said Security Purchase
Agreement or Convertible Debentures.
9. ▇▇▇▇▇▇▇ and Aspen do hereby fully release, acquit and forever
discharge Wasatch, its principals, officers, agents, employees and owners, of
and from all known and unknown past, present; and future claim, actions and
suits for damages, demands, including loss of compensation, profits or business,
which they now have or may hereafter acquire, by reason of any past, present or
future loss or damage to any property right, without limitation to the
foregoing, as a result of the execution of the Securities Purchase Agreement
dated April 19, 2000, the 8% Convertible Debentures dated April 19, 2000, in the
principal amount of $200,000, or in any manner or way related to said Security
Purchase Agreement or Convertible Debentures. However, in the event that Wasatch
defaults in the
3
Payment of the funds and the delivery of stock to Aspen as provided pursuant to
the terms of paragraphs 2,3,4 and 9 above, then:
a. The aforesaid release of all claims given by ▇▇▇▇▇▇▇ and Aspen
shall be considered void and unenforceable and Aspen shall
have all the rights pursuant to the Securities Purchase
Agreement dated April 19, 2000, the 8% Convertible Debentures
dated April 19, 2000, in the principal amount of $200,000 and
any other written agreements between tine parties, and
b. Wasatch agrees to waive all defenses tint it may have to the
validity or enforceability of the aforesaid written agreements
described in paragraph 8(a).
c. However, in the event that Wasatch delivers the stock
certificates and makes the payment to Aspen pursuant to either
paragraph 2, paragraph 3, paragraph 4 and completes the
registration of all Wasatch common stock delivered to Aspen in
accordance with the provisions of paragraph 7, then the
release of all claims by ▇▇▇▇▇▇▇ and Aspen, as set forth in
paragraph 9, above, shall be in full force and effect.
10. Simultaneously with the execution of this Settlement Agreement,
Wasatch and Aspen shall execute a Stipulation for Dismissal with prejudice of
the case pending in the Third Judicial District Court In and For Salt Lake
County, State of Utah, entitled Wasatch Pharmaceutical, Inc., plaintiff vs. ▇▇▇
▇. ▇▇▇▇▇▇▇ and Aspen Capital Resources, Inc., defendants, Civil No. 000907686.
Within three days of the execution of the Stipulation of Dismissal an Order of
Dismissal shall be filed with the Court for the signature of Judge ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇.
11. In the event any legal action is commenced to interpret or to
enforce the terms of this Settlement Agreement or to recover damages for the
breach thereof, the prevailing party in any such action shall be entitled to
recover from the non-prevailing party all reasonable attorneys' fees and costs
incurred by the prevailing party.
12. Duplicate originals of this Settlement Agreement shall be executed
by the parties. This Settlement Agreement shall supersede all prior agreements
whether written or oral between the parties or their predecessors, and shall be
binding upon and inure to the benefit of the successors and assigns of each of
the parties hereto. This Settlement Agreement contains the entire understanding
of the parties and can, be modified only by an Agreement in writing, signed by
the parties thereto.
13. This Settlement Agreement and all of its terms, shall be governed
by, construed and enforced in accordance with the laws of the State of Utah.
4
IN WITNESS WHEREOF the parties hereto have executed this Settlement
Agreement on the date first above written.
WASATCH PHARMACEUTICAL, INC.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
By:▇▇▇▇ ▇. ▇▇▇▇▇▇,
Chief Executive Officer
ASPEN CAPITAL RESOURCES, L.L.C.
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
By: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Member and Manager
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇
Individually
5
Wasatch Pharmaceutical/Aspen Financial Group
Extension Agreement
Wasatch Pharmaceutical Group and Aspen Financial Group (▇▇▇ ▇▇▇▇▇▇▇)
hereby agree to extend the pay-off Operiod of January 2, 2001, as required in an
existing agreement obligating Wasatch Pharmaceutical Group to pay Aspen
Financial Group $340,000.00 by January 2, 2001.
If Wasatch Pharmaceutical Group is not able to meet the January 2, 2001
due date as required in the existing agreement, Aspen Financial Group (▇▇▇
▇▇▇▇▇▇▇) hereby agrees to extend said due date to January 16, 2001 with the
understanding that Wasatch Pharmaceutical Group agrees to pay an additional
$10,000.00 and an additional 250,000 shares to be registered under the same
terms existing in the agreement now in force between Wasatch Pharmaceutical
Group and Aspen Financial Group.
Failure on the part of Wasatch Pharmaceutical Group to meet the terms
of this extension will result in forfeiture of all rights of Wasatch
Pharmaceutical as stipulated in the existing agreement.
Signed by /s/ ▇▇▇ ▇▇▇▇▇▇▇, Manager Aspen Financial Group (▇▇▇ ▇▇▇▇▇▇▇)
and /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇, Wasatch Pharmaceutical
Group, this 31st day of December, 2000.
SETTLEMENT AMENDMENT AGREEMENT
This Agreement is entered into as of this 16th day of January, 2001 by
and between WASATCH PHARMACEUTICAL, INC. ("WASATCH"), a Utah corporation with an
address at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, and ASPEN CAPITAL
RESOURCES, LLC ("ASPEN"), a Utah limited liability company with an address at
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇.
ASPEN acquired $200,000.00 principal amount of the 8% Convertible
Debentures due April 1, 2003 (the "Debentures"), of Wasatch Pharmaceutical,
Inc. (the "Corporation").
ASPEN and WASATCH entered into a Settlement Agreement (the "Settlement
Agreement") dated November 7, 2000 regarding certain defaults under the
Debentures and providing for the payment and performance of certain obligations
of WASATCH on or before January 2, 2001.
ASPEN and WASATCH entered into an Agreement (the "Extension Agreement")
dated December 31, 2000 modifying the Settlement Agreement by extending the
date for payment and performance of the obligations of WASATCH which were due
on or before January 2, 2001 until on or before January 16, 2001.
ASPEN sold $100,000.00 principal amount of the Debentures on January 2,
2001 to Silver Shadow Investments, L.C.
NOW THEREFORE, in consideration of these premises and other good and
valuable considerations, the parties hereto agree as follows
1. ASPEN and WASATCH hereby modify the Settlement Agreement and the
Extension Agreement and agree that the obligation of WASATCH to pay $350,000.00
on or before January 16, 2001 shall be satisfied in full with respect to the
$175,000.00 portion applicable to the $100,000.00 principal amount of
Debentures owned by Aspen on the date of this Agreement, if WASATCH delivers or
causes to be delivered to ASPEN on or before January 17, 2001 at 5;00 p.m.
local time at the offices of ▇▇▇▇▇ & Swensen, P.C.,136 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, a certificate in the name of "Aspen Capital
Resources, LLC" representing 2,000,000 restricted shares of the common stock of
WASATCH, free and clear of all liens and encumbrances, except the restrictive
legend provided in paragraph 7 of the Settlement Agreement.
2. The parties acknowledge and agree that ASPEN'S sale to Silver Shadow
Investments, L.C. of $100,000.00 principal amount of the Debentures includes,
but not by way of limitation, all
1
rights, titles and interests of ASPEN in and to such Debentures under the
Settlement Agreement and the Extension Agreement. WASATCH hereby acknowledges
its performance under paragraph 1 above does not satisfy its obligation to pay
$175,000.00 on or before January 16, 2001 with respect to the $100,000,00
principal amount of the Debentures owned by Silver Shadow Investments, L.C.
3. WASATCH hereby acknowledges and agrees that for all purposes of its
obligations with respect to the "Aspen Shares" under the Settlement Agreement,
"Aspen Shares" includes all shares of WASATCH issued pursuant to the Extension
Agreement and pursuant to this Agreement.
4. WASATCH hereby acknowledges and agrees that all acts and obligations
of ASPEN and ▇▇▇ ▇. ▇▇▇▇▇▇▇ under the Settlement Agreement relate solely to the
$104,000.00 principal amount of Debentures owned by ASPEN on the date of this
Agreement and do not relate to the $100,000.00 principal amount of Debentures
owned by Silver Shadow Investments, L.C. on the date of this Agreement.
5. General Provisions
(a) Governing Law. This Agreement will be governed by and construed in
accordance with the substantive laws of the State of Utah without regard to the
laws of conflict or choice of laws of the State of Utah or of any other
jurisdiction that would result in the application of any laws other than those
of the State of Utah.
(b) Consent to Jurisdiction; Service of Process and Venue. Any legal
action or proceeding with respect to this Agreement or any related document may
be brought in the courts of the State of Utah. in the County of Salt Lake, or in
the United States District Court for the District of Utah, and, by execution and
delivery of this Agreement, the parties hereby irrevocably accept in respect of
their persons and their property, generally and unconditionally, the
jurisdiction of the aforesaid courts.
(c) Entire Agreement. This Agreement and the other writings referred to
herein or delivered pursuant hereto constitute the entire agreement among the
parties with respect to the subject matter hereof and supersede all prior oral
or written arrangements or understandings.
(d) Time. The parties agree that time is of the essence for the
performance of each and every covenant and the satisfaction of each and every
condition contained in this Agreement.
(e) Binding Agreement. This Agreement shall be binding upon WASATCH and
its successors and assigns, and shall inure to the benefit of ASPEN and its
successors and assigns.
(f) No Third Party Beneficiaries. Except as specifically set forth or
referred to herein, nothing herein is intended or shall be construed to confer
upon any person or entity other than the
2
parties hereto and their successors or assigns, any rights or remedies under or
by reason of this Agreement.
(g) Severability. If any term, provision, covenant or restriction
hereof is found by a court of competent jurisdiction to be prohibited or
unenforceable, it shall be ineffective only to the extent of such prohibition or
unenforceability, and such prohibition or unenforceability shall not invalidate
the balance of such provision to the extent it is not prohibited or enforceable,
nor invalidate the other provision hereof, all of which shall be liberally
construed in favor of ASPEN in order to effect the provisions hereof.
(h) Amendment and Waiver. No amendment or modification of any provision
of this Agreement shall be effective, unless the same shall be in writing and
signed by ASPEN and WASATCH. Any failure of either party hereunder to comply
with any provision hereof may only be waived in writing by the other party. No
such waiver shall operate as a waiver of, or estoppel with respect to, any
subsequent or other failure. No failure by any party to take any action against
any breach of this Agreement or default by any other party shall constitute a
waiver of such party's right to enforce any provision hereof or to take any such
action. ASPEN'S rights hereunder are freely assignable by ASPEN, its successors
and assigns.
(i) Notices. All notices, requests, consents and other communications
provided for herein shall be in writing and shall be (i) delivered in person,
(ii) transmitted by telecopy, (iii) sent by registered or certified mail,
postage prepaid with return receipt requested, or (iv) sent by reputable
overnight courier service, fees prepaid, to the recipient at the address or
telecopy number set forth in the preamble to this Agreement, or such other
address or telecopy number as may hereafter be designated in writing by such
recipient, Notices shall be deemed given upon personal delivery, upon receipt of
return receipt in the case of delivery by mail, upon acknowledgment by the
receiving telecopier or one day following deposit with an overnight courier
service.
(j) Enforcement costs. In any proceeding to enforce the terms of this
Agreement ASPEN shall be entitled to a reasonable attorneys' fee, as well as
other costs, charges and expenses reasonably incurred, whether or not litigation
or any other proceeding is commenced.
(k) Remedies Cumulative. Except as otherwise provided herein, the
remedies provided herein shall be cumulative and shall not preclude the
assertion by any party hereto of any other rights or the seeking of any other
remedies against any other party hereto.
(l) Facsimile copies. A facsimile copy of this Agreement shall be
deemed an original, all with the same full force and effect as though it were an
original.
(m) Counterparts. The parties understand and agree that separate
counterparts of this Agreement may be separately executed by the parties, each
of which shall be deemed an original,
3
all with the same full force and effect as though the same counterpart had been
executed simultaneously by all parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
caused this Agreement to be executed by their duly authorized representatives as
of the date first above written.
WASATCH PHARMACEUTICAL, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇,
Chief Executive Officer
ASPEN CAPITAL RESOURCES, LLC
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇, Manager
AGREEMENT
This Agreement is entered into as of this 16th day of January, 2001 by
and between SILVER SHADOW INVESTMENTS, L.C. ("Seller"), a Utah limited liability
company with an address at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, and Wasatch
Pharm. ("Purchaser"), with an address at ▇▇▇ ▇. ▇▇▇▇ ▇., ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
Seller is the owner of $100,000.00 principal amount of the 8%
Convertible Debentures due April 1, 2003 (the "Debentures"), including certain
rights, titles and interests pursuant to that certain Settlement Agreement (the
"Settlement Agreement") dated November 7, 2000 between Aspen Capital Resources,
LLC and the Corporation and that certain Agreement (the "Extension Agreement")
dated December 31, 2000 between Aspen Capital Resources, LLC, modifying the
Settlement Agreement.
Purchaser desires to purchase from Seller and Seller is willing to sell
to Purchaser the Debentures.
NOW THEREFORE, in consideration of these premises sad other good and
valuable considerations, the parties hereto agree as follows:
1. Purchases hereby agrees to deliver or cause to be delivered to
Seller on or before January 19, 2001 at 12:00 noon local time at the offices of
▇▇▇▇▇ & Swensen, P.C., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, a certificate in the name of "Silver Shadow Investments, L.C."
representing 1,500,000 unrestricted shares of the common stock of the
Corporation (the "Shares"), free and clear of all liens, encumbrances and
restrictions on transfer.
2. Upon receipt of the Shares, Seller agrees to transfer and assign to
Purchaser all of Seller's right, title and interest in and to $100,000.00
principal amount of the Debentures.
3. Purchaser represents and warrants that it is not an "affiliate" as
defined in the Securities Act of 1933, as amended (the "1933 Act"), and the
regulations promulgated pursuant thereto, of the Corporation.
4. Purchaser hereby certifies that it is an "accredited investor" as
defined in the 1933 Act, and the regulations promulgated pursuant thereto and
qualifies under one or more of the category(ies) that have been designated
below. Seller and the Corporation are each entitled to rely on the information
provided herein in making a determination for the purpose of confirming an
exemption from registration under the 1933 Act of the Debentures being
transferred.
-1-
(a) Each member of Purchaser is a natural person with so individual
income in excess of $200,000 in 1999 and 2000, and a reasonable expectation of
an income in excess of $200,000 in the current year (2001).
(b) Each member of Purchaser is a natural person whose individual net
worth, or joint net worth with their spouse, at the time of purchase exceeds
$1,000,000.
(c) Purchaser is an entity in which all of the numbers are accredited
investors.
5. Purchaser hereby represents and warrants to Seller and the
Corporation and agrees as follows:
(a) By executing this Agreement below, Purchaser represents and
warrants the truth and accuracy of the information contained herein arid
expressly indicates Purchaser's desire to become a debentureholder of the
Corporation.
(b) Purchaser is an "accredited investor" as that term is defused in
Section 501(a) of Regulation D under the 1933 Act and, either alone or together
with Purchaser's purchaser representative or financial advisor, is sufficiently
experienced and sophisticated in financial, investment and business matters so
as to be able to understand the merits and risks of an investment in the
Debentures.
(c) Purchaser is able to bear the economic risk of an investment in the
Debentures, is able to hold the Debentures indefinitely and can afford a
complete loss of the investment in the Debentures. In addition, Purchaser has
adequate means for providing for Purchaser's current needs and contingencies and
has no need for liquidity in the Debentures.
(d) Purchaser confirms that, Purchaser has relied solely upon
independent investigations made by Purchaser and/or Purchaser's financial
advisors or, purchaser representatives, including Purchaser's own professional
tax, accounting, financial, legal and other advisors, and that Purchaser and
such advisors and representatives have been given the opportunity to ask
questions of, and receive answers from, persons acting on behalf of the
Corporation regarding the Corporation.
(e) Purchaser and the persons upon whom it has relied (other than
representatives of the Corporation) have such knowledge and experience in
financial, tax and business matters to enable Purchaser to utilize the
information made available in connection with the offering, to evaluate the
merits and risks of the prospective investment and to make an informed
investment decision with respect thereto.
(f) Except as allowed by applicable securities, laws, rules and
regulations, the Debentures described below will be purchased and acquired,
solely for Purchaser's own account and not for
-2-
the account of any other person or entity, and not for distribution, assignment
or resale to others and no other person or entity will have a direct or indirect
beneficial interest in such Debentures.
(g) Purchaser agrees that it will neither directly nor indirectly seek
to assign, transfer or sell the Debentures that are acquired in any way
inconsistent with the legend that will be placed on the certificate evidencing
the Debentures.
(h) Purchaser understands and agrees that the Debentures cannot be
transferred unless, in the opinion of counsel to the Corporation, the transfer
will not violate any federal or state securities law, rule or regulation, or
cause any other Debentures issued in connection with the offering, to be in
violation of any such law, rule or regulation.
(i) All information provided by Purchaser in this Agreement is true and
accurate in all respects, and Purchaser acknowledges that the Corporation will
be relying on such information to its possible detriment in deciding whether
Purchaser cart purchase and acquire Debentures without giving rise to the loss
of the exemption from registration under the applicable securities laws, rules
and regulations, including the 1933 Act.
6. General Provisions
(a) Governing Law. This Agreement will be governed by and construed in
accordance with the substantive laws of the State of Utah without regard to the
laws of conflict or choice of laws of the State of Utah or of any other
jurisdiction that would result is the application of any laws other than those
of the State of Utah.
(b) Consent to Jurisdiction: Service of Process and Venue. Any legal
action or proceeding with respect to this Agreement or any related document may
be brought in the courts of the State of Utah, in the County of Salt Lake, or in
the United States District Court for the District of Utah, and, by execution and
delivery of this Agreement, the parties hereby irrevocably accept in respect of
their persons and their property, generally and unconditionally, the
jurisdiction of the aforesaid courts.
(c) Entire Agreement. This Agreement and the other writings referred to
herein or delivered pursuant hereto constitute the entire agreement among the
parties with respect to the subject matter hereof and supersede all prior oral
or written arrangements or understandings.
(d) Time. The parties agree that time is of the essence for the
performance of each and every covenant and the satisfaction of each and every
condition contained in this Agreement.
(e) Binding Agreement. This Agreement shall be binding upon Purchaser
and its successors and assigns, and shall inure to the benefit of Seller and its
successors and assigns.
-3-
(f) No Third Party Beneficiaries. Except as specifically set forth or
referred to heroin, nothing herein is intended or shall be construed to confer
upon any person or entity other than the parties hereto and their successors or
assigns, any or remedies under or by reason of this Agreement.
(g) Severability. If any term, provision, covenant of restriction
hereof is found by a court of competent jurisdiction to be prohibited or
unenforceable, it stall be ineffective only to the extent of such prohibition or
unenforceability, and such prohibition or unefforceability shall not invalidate
the balance of such provision to the extent it is not prohibited or enforceable,
nor invalidate the other provisions hereof, all of which shall be liberally
construed in favor of Seller in order to effect the provisions hereof.
(h) Amendment and Waiver. No amendment or modification of any provision
of this Agreement shall be effective, unless the same shall be in writing and
signed by Seller and Purchaser. Any failure of either party hereunder to comply
with any provision hereof may only be waived in writing by the other party. No
such waiver shall operate as a waiver of, or estoppel with respect to, any
subsequent or other failure. No failure by any party to take any action against
any breach of this Agreement or default by any other party shall constitute a
waiver of such party's right to enforce any provision hereof or to take any such
action. Seller's rights hereunder are freely assignable by Seller, its
successors and assigns.
(i) Notices. All notices, requests, consents and other communications
provided for herein shall be in writing and shall be (i) delivered in person,
(ii) transmitted by telecopy, (iii) sent by registered or certified nail,
postage prepaid with return receipt requested, or (iv) sent by reputable
overnight courier services, fees prepaid, to the recipient at the address or
telecopy number set forth in the preamble to this Agreement, or such other
address or telecopy number as may hereafter be designated in writing by such
recipient, Notices shall be deemed given upon personal due, upon receipt of
return receipt in the case of delivery by mail, upon acknowledgment by the
receiving telecopier or one day following deposit with an overnight courier
service.
(j) Enforcement costs. In any proceeding to enforce the terms of this
Agreement, Seller shall be entitled to at reasonable attorneys' fee, as well as
other costs, charges and expanse reasonably incurred, whether or not litigation
or any other proceeding is commenced.
(k) Remedies Cumulative. Except as otherwise provided herein, the
remedies provided herein shall be cumulative and shall not preclude the
assertion by any ▇▇▇▇▇ hereto of any other rights or the seeking of any other
remedies against any other party hereto.
(l) Facsimile copies. A facsimile copy of this Agreement shall be
deemed an original, all with the same full force and effect as though it were an
original.
-4-
(m) Counterparts. The parties understand and agree that separate
counterparts of this Agreement may be separately executed by the parties, each
of which shall be deemed an original, all with the same full force and effect as
though the same counterpart had been executed simultaneously by all parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
caused this Agreement to be executed by their duly authorized representatives as
of the date first above written.
Seller: SILVER SHADOW INVESTMENTS, L.C.
By /s/ ▇▇▇▇ Hair
------------------------------
▇▇▇▇ Hair, Member Manager
Purchaser: ____________________________________
By _________________________________
RECEIPT AND ▇▇▇▇ OF SALE
Pursuant to that certain Agreement dated as of January 16, 2001 by and
between SILVER SHADOW INVESTMENTS, L.C. ("Seller"), a Utah limited liability
company with an address at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, and
__________________("Purchases"), Seller hereby acknowledges receipt of
Certificate No. 10482, representing 1,500,000 unrestricted shares of the common
stock of Wasatch Pharmaceutical, Inc. and Seller hereby assign all of its right,
title and interest in and to $100, 000.00 principal amount of the 8% Convertible
Debentures due April 1, 2003 of Wasatch Pharmaceutical, Inc. to Purchaser.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
caused this Agreement to be executed by their duly authorized representatives.
Seller: SILVER SHADOW INVESTMENTS, L. C.
By /s/ ▇▇▇▇ Hair
-------------------------------
▇▇▇▇ Hair, Manager
Dated: 1/18/01
Purchaser: __________________________________
By _______________________________
Dated: ___________________________
