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Exhibit 10.14
HEALTHGRADES.COM, INC.
STOCK AND WARRANT PURCHASE AGREEMENT
This STOCK AND WARRANT PURCHASE AGREEMENT (the "Agreement") is entered
into as of March 16, 2000, by and among HealthGrades.Com, Inc., a Delaware
corporation (the "Company"), and Kerry Hicks ("Khicks"), David Hicks ("Dhicks"),
Paul Davis ("Davis") and Patrick Jaeckle ("Jaeckle", and collectively with
Dhicks, Khicks and Davis, the "Purchasers").
RECITALS
WHEREAS, the Company desires to issue and sell up to one million six
hundred thousand shares of the Company's common stock (the "Common Stock") and
warrants substantially in the form attached hereto as Exhibit A (the "Warrants")
to purchase up to an additional five hundred sixty thousand (560,000) shares of
Common to Purchasers on the terms and conditions set forth.
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual promises hereinafter set forth, the parties hereto agree as follows:
1. AGREEMENT TO SELL AND PURCHASE.
1.1 Sale and Purchase. Subject to the terms and
conditions hereof, the Company hereby agrees to issue and sell to Purchasers,
and Purchasers agree to purchase from the Company, for an aggregate purchase
price of three million two hundred thousand dollars ($3,200,000), 1,600,000
shares of Common Stock and Warrants to purchase up to 560,000 additional shares
of Common Stock , with the Purchasers each purchasing the number of shares of
Common Stock and Warrants as listed in Schedule I.
2. CLOSING, DELIVERIES AND PAYMENT.
2.1 Closing. The closing (the "Closing") shall take place
at 1:00 p.m. on the date hereof, at the offices of the Company, or at such other
time or place as the Company and Purchaser may mutually agree (such date is
hereinafter referred to as the "Closing Date").
2.1.1 At the Closing, subject to the terms and
conditions hereof, the Company shall deliver to each Purchaser a Warrant
entitling Purchaser to purchase the number of shares of Common Stock specified
therein and a certificate or certificates for the number of shares of Common
Stock purchased by such Purchaser. Each Purchaser shall deliver to the Company
his portion of the purchase price set forth opposite the applicable Purchaser's
name on Schedule I by wire transfer of immediately available funds, or by
canceling existing indebtedness
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of the Company to such Purchaser as evidenced by certain promissory notes each
dated December __, 1999.
3. MISCELLANEOUS.
3.1 Governing Law. This Agreement shall be governed in
all respects by the laws of the State of Colorado as such laws are applied to
agreements between Colorado residents entered into and performed entirely in the
State of Colorado.
3.2 Entire Agreement. This Agreement, the Exhibits and
Schedules hereto, constitute the full and entire understanding and agreement
between the parties with regard to the subjects hereof and no party shall be
liable or bound to any other in any manner by any representations, warranties,
covenants and agreements except as specifically set forth herein and therein.
3.3 Severability. In case any provision of the Agreement
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
3.4 Counterparts. This Agreement may be executed in two
counterparts, each of which shall be an original, but which shall together
constitute one instrument.
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IN WITNESS WHEREOF, the parties hereto have executed the STOCK AND
WARRANT PURCHASE AGREEMENT as of the date set forth in the first paragraph
hereof.
COMPANY:
HEALTHGRADES.COM, INC.
By: /s/ Bill Riesenecker
---------------------------------
Name: BILL RIESENECKER
Title: SVP, CORPORATE OPERATIONS
PURCHASERS:
/s/ Kerry Hicks
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KERRY HICKS
/s/ David Hicks
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DAVID HICKS
/s/ Paul Davis
----------------------------
PAUL DAVIS
/s/ Patrick Jaeckle
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PATRICK JAECKLE
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SCHEDULE OF PURCHASERS
<TABLE>
<CAPTION>
No. of Shares No. of Total
Purchaser of Common Stock Warrants Purchase Price
<S> <C> <C> <C>
Kerry Hicks 1,000,000 350,000 $2,000,000
Patrick Jaeckle 500,000 175,000 $1,000,000
Paul Davis 50,000 17,500 $ 100,000
Kerry Hicks 50,000 17,500 $ 100,000
</TABLE>
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