Harvard Scientific Corp.
FINANCING AGREEMENT
JANUARY 13, 1998
Harvard Scientific Corp. ("Harvard") has requested that Xx. Xxxxxx X. See
and Xx. Xxxxxx X. Xxxxx ("Investors") provide equity financing of up to
$10,000,000 to be made in tranches ("Tranches") of $500,000 to $2,000,000. The
Investors have agreed to do so on the following terms:
Initial Funding: An initial Tranche to be made upon the effectiveness of the
registration statement referred to below to purchase shares of Harvard's Common
Stock ("Common") at $0.3164 per share ("Acquisition Price"), which is the
average closing bid price of a share of Common for the 10 trading days ending
January 12, 1998.
Subsequent Funding: The Investors will have the option, acting in their sole
discretion and from time to time as they see fit, to purchase additional Common
in Tranches up to an aggregate of $10,000,000 purchase price (including the
Initial Funding), prior to January 1, 1999. The price for the first $5,000,000
of funding (Including the Initial Funding) will be at the Acquisition Price, the
price for the next $2,500,000 of funding will be at 200% of the Acquisition
Price, or $0.6328 per share, and the price for the next $2,500,000 of funding
will be at 400% of the Acquisition Price, or $1.2656 per share.
Registration: Harvard will cause all Shares acquirable by the Investors as
provided herein to be registered as promptly as practicable under the Securities
Act of 1933 and to be qualified or registered under the laws of any other
jurisdiction as to which the Investors may reasonably request. As part of the
consideration to the Investors hereunder (to the extent the Investors do not
otherwise have registration rights), Harvard will also cause all Shares
otherwise owned by the Investors to be registered under the Securities Act of
1933 and to be qualified or registered under the laws of any other jurisdiction
as to which the Investors may reasonably request.
Fairness Opinion: Because the Investors comprise the Board of Directors that
must approve the transaction, Harvard will seek a fairness opinion as to the
transaction from an established banker, investment banker or accounting firm,
which opinion will be based on all the reasonably available facts of the
situation including Harvard's lack of income, positive cash flow or marketable
products and the lack of additional funding from Springrange Investment Group,
Ltd. If for any reason this transaction is not confirmed as fair to Harvard by
such a fairness opinion, the parties hereto will restructure the transaction in
a manner so that a fairness opinion can be obtained.
Further Agreement: This document is an agreement between the parties
hereto, effective upon its execution and delivery by Harvard and the Investors.
The parties will
consult as to whether or not a more extensive agreement is desired covering the
matters herein, and if Harvard and the Investors determine that such an
agreement is desirable, then it will be prepared, but until such a further
agreement is executed and delivered by Harvard and the Investors, this Agreement
shall remain in full force and effect.
Costs and Expenses: As additional consideration for the Investors hereunder,
Harvard will bear all costs and expenses relating to this Agreement, including
those of registration and including fees and expenses of counsel to the
Investors.
Counterparts: This Agreement may be signed in counterparts, each of which
will be an original and all together will constitute one agreement.
IN WITNESS HEREOF, the parties hereto have executed this Agreement this 13th
day of January 1998.
HARVARD SCIENTIFIC CORP. INVESTORS
/s/ XXXXXX X. SEE 1/13/98
Xxxxxx X. See
By: /s/ XXXXXX X. XXXXX
Its: President, CEO
/s/ XXXXXX X. XXXXX 1/13/98
Xxxxxx X. Xxxxx
