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STOCK PURCHASE APPLICATION
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You must be a licensed Veterinarian.
You must own your own practice.
No one may own more than one unit (100 shares).
Multiple clinics are approved to make purchases with only one ownership of stock.
Each stockholder equally holds 100 shares of stock and one vote.
Stockholders may not make purchases through VPI’s warehouse for the intention of distribution other than a
Doctor/Patient relationship (see Indemnification Agreement).
7. The $1,200.00 cost to be a member of VPI includes 1 Unit (100 Shares) of stock and a $200.00 non-refundable
processing fee. If the doctor desires to liquidate in the future, the VPI Stock Certificate has a refundable value of
$1,000.00, only after the stock amount and account are paid in full.
Name:
_________________________________________________
Sales Rep: ___________________
Street:
_________________________________________________
City:
_____________________________________ State: _______ Zip: ________________
Phone:
____________________ Fax: ____________________ Tax ID: __________________
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I have enclosed a payment of $1200.00 for the purchase of 100 Shares of Stock ($1,000) and the nonrefundable processing fee ($200).
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I have signed the Four-Year Promissory Note and agree to use rebates earned to apply toward the purchase
of my VPI Stock until paid in full, and no later than the 5 th anniversary date of the note.
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I have paid the $200 processing fee and have signed the Four-Year Promissory Note and agree to use rebates
earned to apply toward the purchase of my VPI Stock until paid in full, and no later than the 5 th anniversary
date of the note.
________________________
Doctor’s Name (printed)
Business Name:
Bill to Address:
________________________
Signature
________________
Date
CREDIT INFORMATION
County:
Ship to Address:
Business Phone:
Ever filed for Bankruptcy?
Accounts Payable Manager:
Owner/Officer Name:
Website URL:
Account No. with these vendors:
Royal Canin: ___________________________
Roadrunner: ____________________________
Bayer HIN: _____________________________
AViD: _________________________________
Business Fax:
No. of Years in Business:
Buyer:
License No. (Florida Only):
Email:
List all Veterinarians in your practice:
1. _____________________________
2. _____________________________
3. _____________________________
Veterinary Products, Inc. | 771 Shallowford Road, Suite 213 | Kennesaw, GA 30144-5324 | www.vpivets.com
Tel: 770-517-4503 (toll free: 866-795-8157) | Fax: 770-517-2259 (toll free: 800-795-8357)
INDEMNIFICATION AND HOLD HARMLESS AGREEMENT
THIS INDEMNIFICATION AND HOLD HARMLESS AGREEMENT (the “Agreement”) is made and entered
into this __________ day of ____________, 20_______ by and between VETERINARY PRODUCTS, INC., a Georgia
based corporation, with its principal place of business at 771 Shallowford Road, Suite 213, Kennesaw, Georgia 30144
(hereinafter referred to as “the Corporation”), and _____________________________________ (hereinafter referred to
as “the Veterinarian”).
(Doctor’s Name)
WITNESSETH
WHEREAS, the CORPORATION is engaged in the business of purchasing, warehousing, and selling certain pharmaceuticals and
supplies which are useful to the practice of veterinary medicine.
WHEREAS, the CORPORATION purchases the pharmaceuticals and supplies directly from the manufacturers and distributors.
WHEREAS, the CORPORATION only sells the pharmaceuticals and supplies to its shareholders.
WHEREAS, the manufacturers and distributors strictly prohibit the diversion of their products by the shareholders.
WHERAS, the CORPORATION intends to protect itself from any and all specified liabilities relating to diversion.
WHEREAS, the Veterinarian is a licensed veterinarian who agrees to indemnify and hold the Corporation harmless from such
specified liabilities.
NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, any other
good and valuable considerations, the receipt, sufficiency, and adequacy of which are hereby expressly acknowledged, the
parties hereto, intending to be legally bound, do hereby mutually agree as follows:
(1) Indemnification. Veterinarian hereby agrees to indemnify and hold harmless the Corporation from any and all damages, actions,
claims, losses, or any other related liabilities arising out of and in connection with any action brought by any manufacturer or
distributor of veterinarian pharmaceuticals or other supplies for the diversion of such pharmaceuticals or supplies by Veterinarian.
(2) Modification. No change, modification or waiver of any term of this Agreement shall be valid unless it is in writing and mutually
signed by all of the involved parties hereto.
(3) Applicable Law. This agreement shall be governed by and construed and enforced in accordance with the laws of the State of
Georgia without regard to its conflict of law principals. If any provision of this Agreement is illegal or otherwise invalid, the
remainder of this Agreement shall not be affected thereby.
(4) Entire Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes all prior agreements and
understandings between the Corporation and the Veterinarian. The parties hereto have read the terms of this Agreement before
signing the same and hereby agree that no statement, remark, agreement, or understanding, oral or written, not contained herein, will
be recognized or enforced.
(5) Successors and Assigns. All the terms of this Agreement shall be binding upon and inure to the benefit of, and be enforceable by,
the parties hereto and their respective legal representatives, heirs, successors and assigns; provided however, that neither this nor any
right nor obligation under this Agreement may be assigned or transferred.
(6) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
(7) Invalidity of Provisions. Should any part of this Agreement for any reason be declared by any court of competent jurisdiction to
be invalid, such decision shall not affect the validity of any remaining portion, which remaining portion shall continue in full force
and effect as if this Agreement had been executed with the invalid portion hereof eliminated, it being the intention of the parties that
they would have executed the remaining portion of this Agreement without including any such part, parts or portions which may for
any reason be hereafter declared invalid.
(8) The parties hereto each represent that they have carefully read and fully understand all the provisions of this Agreement.
_____________
Doctor’s Initials
Veterinary Products, Inc. | 771 Shallowford Road, Suite 213 | Kennesaw, GA 30144-5324 | www.vpivets.com
Tel: 770-517-4503 (toll free: 866-795-8157) | Fax: 770-517-2259 (toll free: 800-795-8357)
SUBSCRIPTION AGREEMENT FOR THE PURCHASE OF SHARES OF COMMON STOCK
The undersigned, __________________________________________, hereby subscribes for and agrees to purchase one hundred (100)
shares of the $10.00 par value common stock (the “Shares”) of Veterinary Products, Inc. (the “Company”), a corporation organized
under the laws of the State of Georgia, and agrees to pay therefore the purchase price of $10.00 per share upon demand of the Board
of Directors or the Treasurer of the Company. In payment of the total purchase price, the undersigned is tendering the sum of One
Thousand Dollars ($1000.00).
The undersigned acknowledges that (i) the issuance of the shares will not be registered under the Federal Securities Act of 1933, as
amended (the “Act”) or the securities act of any state that, absent an exemption, would require registration in reliance upon exemptions from
registration contained in those respective acts, and (ii) the Corporation’s reliance upon such exemptions is based in part upon the undersigned’s
representations, warranties and agreements contained in this Subscription Agreement.
The undersigned acknowledges that, prior to the execution of this Subscription Agreement, it has had the opportunity to ask questions of, and
receive answers or obtain additional information from, a representative of the Corporation concerning the financial and other affairs of the
Corporation and the terms and conditions of the offering of commons stock of the Corporation to which this Subscription Agreement
relates, and to the extent it believes necessary, in light of its personal knowledge of the Corporation’s affairs, it has asked such questions
and received satisfactory answers.
The undersigned represents, warrants, and agrees as follows:
(1) It has carefully reviewed this Subscription Agreement and, to the extent it believes necessary, it has discussed the representations, warranties and
agreements, which it is making by signing this Subscription Agreement and the applicable limitations upon its resale of the Shares with the counsel and
counsel for the Corporation.
(2) The undersigned is purchasing the Shares for its own account, with the intention of holding the Shares, with no present intention of dividing or allowing
others to participate in this investment or of reselling or otherwise participating, directly or indirectly, in a distribution of the Shares, and it shall not make
any sale, transfer, or other disposition of the Shares without registration, is available under those acts, respectively.
(3) The undersigned is familiar with the business in which the Corporation will be engaged, and based upon its knowledge and experience in financial and business
matters, it is familiar with the investments of the sort which it is undertaking herein; it is fully aware of the problems and risks involved in making an investment of
this type, and it is capable of evaluating the merits and risks of this investment.
(4) This investment is in accord with the nature and the size of the undersigned’s present investments and net worth, and the undersigned is financially able to bear
the economic risk of this investment, including the ability to afford holding the Shares for an indefinite period or to afford a complete loss of this investment.
(5) The address of the undersigned is the address shown under the signature on the bottom of this Subscription Agreement.
(6) The undersigned understands that the provisions of Rule 144 under the 1933 Securities Act are not available to permit resales of these Shares, and
due to the nature of the business of the Corporation and the conditions of Rule 144, it is unlikely that the conditions necessary to permit routine sales
of the Shares under Rule 144 will ever be satisfied, and, if Rule 144 should become available, routine sales made in reliance upon its
provisions could be made only in limited amounts and in accordance with the terms and conditions of the Rule. The undersigned further understands that in
connection with sales of Shares for which Rule 144 is not available, compliance with Regulation A or some other registration exemption will be required.
(7) The undersigned understands that the Corporation is under no obligation to register the Shares or to comply with the conditions or Rule 144 or take any
other action necessary in order to make any exemption for the sale of the Shares without registration available.
(8) The undersigned further agrees that there will be placed on the certificates for the Shares, or any substitution therefore, a legend stating in substance as
follows, and the undersigned understands and agrees that the Company may refuse to permit the transfer of the Shares out of its name and that the Shares must be
held indefinitely in the absence of compliance with the terms of such legend: The shares represented by this certificate have been issued or sold in reliance on paragraph
(13) of code section 10-5-9 of the “Georgia Securities Act of 1973,” and may not be sold or transferred except in a transaction which is exempt under such act or pursuant to an
effective registration under such act, and have not been registered under any other state securities law or, the securities act of 1933, as amended (the “Federal Act”). These shares
have been acquired for investment and may not be offered for sale, hypothecated, sold, or transferred, nor will any assignee or transferee thereof be recognized by the
corporation as having an interest in such shares, in the absence of (i) an effective registration statement with respect to the shares under the federal act, and any other applicable state
law, or an opinion of counsel satisfactory to the corporation that such registration is not required and (ii) an effective registration statement with respect to the shares under
the Georgia Act, or an opinion of counsel satisfactory to the corporation that such shares will be offered for sale, hypothecated, sold, or transferred only in a transaction which is
exempt under the Georgia Act or which is otherwise in compliance with the Georgia Act.
IN WITNESS WHEREOF, the undersigned has executed the following four documents: (1) Stock Purchase Application
(2) Credit Information (3) Indemnification and Hold Harmless Agreement (4) Subscription Agreement on this _______
day of __________________ 20_______.
No change, modification or waiver of any term of these documents shall be valid unless it is in writing and
mutually signed by all of the involved parties hereto. The waiver of a breach of any provision, term or condition
of these documents shall not operate or be construed as a waiver of any subsequent breach. The acceptance of a
past due payment by Holder shall not be construed as a waiver of Holder’s rights to require strict compliance
with all terms and conditions of these documents.
I hereby agree to abide by the contents of the legal documents contained herein.
______________________________________ ________________________
Doctor’s Signature
Date
Veterinary Products, Inc. | 771 Shallowford Road, Suite 213 | Kennesaw, GA 30144-5324 | www.vpivets.com
Tel: 770-517-4503 (toll free: 866-795-8157) | Fax: 770-517-2259 (toll free: 800-795-8357)
FOUR-YEAR PROMISSORY NOTE
$1,200.00
_______________________, 201___
Date
FOR VALUE RECEIVED, ________________________________, an individual resident of the State of ________________ (hereinafter
referred to as “Payor”), promises to pay to the order of VETERINARY PRODUCTS, INC. (hereinafter referred to as “Holder”), the
principal sum of One Thousand Two Hundred Dollars ($1,200.00), with interest accruing on the unpaid principal balance from the date
hereof until paid in full at the rate of five percent (5%) per annum. Principal and interest shall be payable at 771 Shallowford Road,
Suite 213, Kennesaw, Georgia 30144, or at such other place as Holder may designate. Any monetary payments shall be made in coin
or currency of the United States of America, which at the time of payment shall be legal tender for the payment of public and private debts.
In conjunction with the execution of this Note, Payor shall become a shareholder of VETERINARY PRODUCTS, INC., a Georgia corporation. Holder
acknowledges that each person that becomes a shareholder of Holder may be entitled to cash or credit rebates based on Payor’s purchase of certain veterinary
products and services from Holder, with the amount of such rebates to be determined in accordance and consistent with the rebate policies of Holder as such
policies may exist from time to time. Accordingly, Holder agrees that Payor shall be entitled to pay the balance owed on this Note through the application of the
respective shareholder rebates earned by Payor from time to time. As such shareholder rebates are earned by Payor, Holder shall set off the amount of such
rebates, if any, against the balance owed by Payor pursuant to this Note. Notwithstanding anything contained herein to the contrary or the amount of
shareholder rebates actually earned by Payor, the entire unpaid principal amount of this Note, together with all accrued and unpaid interest thereon, shall be
due and payable in full on the fifth (5th) anniversary date of this Note or upon the acceleration of this Note following the occurrence of an event of default, whichever
is first to occur.
Payor shall have the right to prepay the principal amount outstanding on this Note in whole or in part at any time without penalty. Except as specifically set
forth herein, Payor hereby waives all notices, presentment, demand, notice of dishonor and protest. Payor hereby renounces and waives all exemption rights
allowed by the United States Constitution and the laws of Georgia or any other states, as against this Note or any renewal thereof.If Payor fails to pay when
due any amount payable hereunder and such failure shall continue for ten (10) days following Payor’s receipt of written notice of default from Holder, Payor
shall be in default hereunder. In addition, a default shall exist hereunder upon the occurrence of any of the following events: (i) Payor becomes insolvent
as defined in the Uniform Commercial Code as in effect at that time in Georgia; or (ii) Payor makes an assignment for the benefit of creditors or files a
petition in bankruptcy; or (iii) Holder deems itself insecure, which Holder may do in its absolute discretion. In the event of a default, at the option of Holder,
the total unpaid balance hereof, including the entire principal amount outstanding on this Note may be declared, and thereupon immediately shall become
due and payable.
This Note is secured by a certain Pledge and Security Agreement of even date herewith granting Holder a security interest in certain shares of common
stock of VETERINARY PRODUCTS, INC., a Georgia corporation. Payor acknowledges that its obligation to pay all sums due under this Note is absolute
and unconditional and that such obligation is not subject to any defense, counterclaim, right of setoff or recoupment. Payor shall pay all costs of collection,
including, but not limited to, fifteen percent (15%) of the then outstanding principal balance as attorneys’ fees if this Note is collected by or through
an attorney at law. This instrument shall be governed by and interpreted in accordance with the laws of the State of Georgia. Payor acknowledges that this Note has
been entered into and monies advanced in the State of Georgia, and Payor acknowledges and agrees that Payor is personally subject to the jurisdiction of the State of
Georgia.
Payor, as used herein, shall include all of the undersigned and all endorsers, guarantors, and sureties of this Note, and shall also include the legal representatives,
successors and assigns of the Payor, all of whom shall be jointly and severally liable hereunder. Words herein importing the masculine shall include
females, and words importing persons shall include bodies corporate, and the singular shall include the plural, and vice-versa. The rights of Holder hereunder
shall inure to the benefit of its legal representatives, successors and assigns, and shall be assignable by Holder to its beneficiaries without the consent of
Payor. Except for any notice required under applicable law to be given in another manner, any notice provided for in this Note shall be given in writing, by
hand delivery or by mailing such notice by
certified mail, postage prepaid to the address shown below or to such other address as either party may designate by notice to the other as provided herein.
Any notice provided for in this Note shall be deemed to have been given to Payor or Holder when given in the manner designated herein. Notice given as hereinabove
provided shall be deemed received by the party to whom it is addressed on the third calendar day following the date on which said notice is deposited in the mail.
a)
TO HOLDER: VETERINARY PRODUCTS, INC.
771 Shallowford Road, Suite 213
Kennesaw, GA 30144
b) TO PAYOR: _____________________________________
_____________________________________
_____________________________________
The waiver of a breach of any provision, term or condition of this Note shall not operate or be construed as a waiver of any subsequent breach.
The acceptance of a past due payment by Holder shall not be construed as a waiver of Holder’s rights to require strict compliance
with all terms and conditions of this Note.
Time is of the essence of this Note.
IN WITNESS WHEREOF, the undersigned has caused this Note to be executed as of the day and year first written above.
______________________________________
“Payor”
Veterinary Products, Inc. | 771 Shallowford Road, Suite 213 | Kennesaw, GA 30144-5324 | www.vpivets.com
Tel: 770-517-4503 (toll free: 866-795-8157) | Fax: 770-517-2259 (toll free: 800-795-8357)