{"id":43486,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/option-and-put-agreement-empower-health-corp-and-superior.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"option-and-put-agreement-empower-health-corp-and-superior","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/option-and-put-agreement-empower-health-corp-and-superior.html","title":{"rendered":"Option and Put Agreement &#8211; Empower Health Corp. and Superior Consultant Holdings Corp."},"content":{"rendered":"<pre>\n                           OPTION AND PUT AGREEMENT\n                                        \n     This Option and Put Agreement is made this 28th day of April, 1998 between\nEMPOWER HEALTH CORPORATION, a Texas corporation (\"Empower\") and SUPERIOR\nCONSULTANT HOLDINGS CORPORATION, a Delaware corporation (\"Superior\").\n\n                                   RECITALS\n                                        \n     A. Empower and Superior are parties to a Agreement for the Issuance and\nSale of Stock of even date herewith (the \"Sale Agreement\") pursuant to which\nSuperior has agreed to purchase, and Empower has agreed to issue and sell, on\nthe terms and conditions set forth therein, certain shares of Empower's Series B\nConvertible Preferred Stock.\n\n     B. Pursuant to the Sale Agreement, Empower has agreed to grant Superior the\nright to cause the shares acquired thereunder to be repurchased by Empower under\ncertain terms and conditions and also has agreed to grant Superior the right to\nacquire additional shares of Empower's capital stock under certain terms and\nconditions. This Agreement is intended to create such rights and to set forth\nthe terms and conditions under which they may be exercised.\n\n     NOW THEREFORE, in consideration of the mutual agreements, covenants and\nprovisions herein contained, the parties agree as follows:\n\n     1.  DEFINITIONS. Capitalized terms used in this Agreement and not otherwise\n         -----------                                                            \ndefined herein have the meaning ascribed to them in the Sale Agreement. In\naddition, the following terms when capitalized have the following meanings:\n\n       (a) \"1933 ACT\" means the Securities Act of 1933, as amended.\n\n       (b) \"EXERCISE PRICE\" means the price payable upon exercise of the\nPurchase Option, which shall be (i) if the Purchase Option is exercised to\npurchase Common Stock, a price per share equal to 70% of the Fair Market Value\nPer Share of the shares of Common Stock being purchased and\/or (ii) if shares of\nPreferred Stock are being purchased, a price per share equal to 70% of the Fair\nMarket Value Per Share of the shares of Common Stock into which each share of\nPreferred Stock is convertible.\n\n       (c) \"EXERCISE NOTICE\" means a written notice from Superior to Empower\nexercising the Purchase Option, which specifies the number of shares with\nrespect to which the Purchase Option is being exercised.\n\n       (d) \"FINANCIAL STATEMENTS\" as of any date means a consolidated (with all\nsubsidiaries, if any) balance sheet and statement of shareholders' equity of\nEmpower as of the date specified and consolidated (with all subsidiaries, if\nany) statements of Empower's income and cash flows for the fiscal year then\nended (in the case of annual audited statements) or the fiscal quarter and year-\nto-date period then ended (in the case of unaudited quarterly statements).\n\n \n       (e) \"FIRST PUT PERIOD\" means the 90 day period following the second\nanniversary of the Closing Date.\n\n       (f) \"NEW SECURITIES\" means any capital stock, any rights, options or\nwarrants to purchase or subscribe for capital stock, and any securities or other\ninstruments of any type whatsoever that are, or may become, convertible into or\nexchangeable for capital stock, which are issued for cash; provided, however,\nthat New Securities shall not include: (i) securities offered and sold by\nEmpower pursuant to a Public Equity Offering; (ii) shares of Empower's Common\nStock (or related options or rights) issued to Empower's employees and directors\npursuant to a plan adopted by the Board of Directors; (iii) shares of Empower's\ncapital stock issued in connection with any warrant, option or right listed on\nSchedule 4.3(b) to the Sale Agreement; and (iv) shares issued pursuant to a\nstock split or stock dividend. The exclusion of the foregoing items from the\ndefinition of New Securities shall not affect the operation of Section 3(f),\nrelating to the adjustment of the number of shares covered by the Purchase\nOption under certain circumstances, or Section 3(g), relating to the adjustment\nof the Exercise Price under certain circumstances.\n\n       (g) \"PRO RATA SHARE\" means with respect to Superior, that portion of the\nnumber of shares of New Securities proposed to be issued that equals the\nproportion that (i) the number of shares of Common Stock held by Superior\nimmediately prior to the proposed issuance, plus the number of shares of Common\nStock that would then be issuable to Superior assuming that all securities of\nEmpower convertible into or exchangeable for Common Stock had been converted or\nexchanged, bears to (fi) the total number of shares of equity securities issued\nand outstanding on a Fully Diluted Basis immediately prior to the proposed\nissuance.\n\n       (h) \"PUBLIC EQUITY OFFERING\" means a firm commitment underwritten sale of\nEmpower common stock to the public by Empower pursuant to an effective\nregistration statement under the 1933 Act (a) of a number of shares of its\ncommon stock which, when added to any other outstanding shares then eligible for\npublic trading without registration or other restriction under the 1933 Act,\nconstitute at least 20% of the number of shares of common stock outstanding, on\na Fully-Diluted Basis, after completion of such offering and (b) for an\naggregate offering price (before payment of underwriters, or brokers,\ncommissions or discounts and the expenses of the offering)which, when added to\nthe aggregate offering price received by Empower from all other offerings of its\ncommon stock pursuant to effective 1933 Act registration statements, equals not\nless than $10 million.\n\n       (i) \"PURCHASE PRICE\" means a price equal to the Fair Market Value Per\nShare as of the date of delivery of the Put Notice, multiplied by O) the number\nof shares of Common Stock to be purchased and\/or (ii) to the extent that Shares\nare to be purchased prior to conversion into Common Stock, the number of shares\nof Common Stock into which the Shares to be purchased are convertible.\n\n       (j) \"PURCHASE OPTION\" means Superior's right to acquire (i) up to 513,413\nshares of Common Stock, constituting 19% of the issued and outstanding equity\nsecurities of Empower outstanding on a Fully Diluted Basis on the date of this\nAgreement and\/or (ii) shares of\n\n \nPreferred Stock convertible into shares of Common Stock constituting up to 19%\nof the issued and outstanding equity securities of Empower outstanding on a\nFully Diluted Basis on the date of this Agreement, in each case at the Exercise\nPrice. The Purchase Option shall entitle Superior to purchase Common Stock and\nPreferred Stock in any combination so long as the number of shares of Common\nStock purchased thereunder, together with the number of shares of Common Stock\ninto which shares of Preferred Stock purchased thereunder are convertible, does\nnot exceed 19% of the issued and outstanding equity securities of Empower\noutstanding on a Fully Diluted Basis on the date of this Agreement.\n\n       (k) \"PUT OPTION\" means Superior's right to require Empower, on the terms\nand conditions set forth herein, to repurchase the Shares and\/or shares of\nCommon Stock into which Shares may have been converted, in whole or in part.\n\n       (l) \"PUT NOTICE\" means a written notice from Superior to Empower\ndemanding that Empower purchase the number of Shares specified in the Put\nNotice.\n\n       (m) \"SALE AGREEMENT\" means the Agreement for the Issuance and Sale of\nStock of even date herewith between Superior and Empower.\n\n       (n) \"SECOND PUT PERIOD\" means the 90 day period following the third\nanniversary of the Closing provided\n\n     2.  RIGHT TO PUT SHARES\n         -------------------\n\n       (a) GRANT OF RIGHT. Empower hereby grants Superior the Put Option.\n\n       (b) TIME OF EXERCISE. Superior may exercise the Put Option only during\nthe First Put Period or the Second Put Period.\n\n       (c) LIMITATION ON EXERCISE. The Put Option may not be exercised if, prior\nto such exercise, Empower has filed a registration statement for a Public Equity\nOffering; provided, however, that if a registration statement for a Public\nEquity Offering has been filed but has been withdrawn, has become subject to any\nstop order issued by the Securities and Exchange Commission which has not been\nlifted, or has failed to become effective within 180 days after its initial\nfiling, Superior's right to exercise the Put Option shall be reinstated and the\nPut Option shall be exercisable during each of the periods specified in Section\n2(b) or, if any such period has lapsed, for a period of 90 days following the\noccurrence of the event giving rise to the reinstatement.\n\n       (d) MANNER OF EXERCISE. Superior may exercise the Put Option by\ndelivering to Empower a Put Notice. Any Put Notice will be effective only if\ndelivered during the First Put Period, the Second Put Period or the additional\nperiod specified in Section 2(c).\n\n \n       (e) CLOSING OF PURCHASE. The closing of any purchase by Empower of Shares\npursuant to any exercise of the Put Option shall be held at the offices of\nEmpower on a date agreed to by Empower and Superior, but not later than the\nlater of (1) thirty days after delivery by Superior to Empower of the Put Notice\nrelating to the Shares to be purchased or (2) ten days after the determination\nof the Fair Market Value Per Share pursuant to Article 4. At the closing:\n\n          (i)   Superior will deliver to Empower the certificates representing\n     the Shares to be purchased, duly endorsed for transfer or accompanied by\n     stock powers.\n\n          (ii)  Superior will provide Empower with certification in a form\n     acceptable to Empower's counsel that the Shares conveyed are free and clear\n     of all liens, encumbrances, charges and other claims.\n\n          (iii) Empower will deliver to Superior a certificate of an officer\n     certifying to Superior that immediately following the closing and the\n     payment of the purchase price, (i) Empower will not be insolvent and its\n     assets will exceed its liabilities, (ii) the Purchase Price does not exceed\n     Empower's surplus, (iii) Empower will be able to pay its debts as they\n     become due in the ordinary course and (iv) Empower will not have an\n     unreasonably small capital for the business intended to be conducted by it.\n\n          (iv)  Empower will deliver the Purchase Price to Superior in\n     immediately available funds.\n\n       (f) CORPORATE ACTION. If Empower is unable to complete any purchase of\nShares in connection with any exercise of the Put Option because of restrictions\nin its Articles of Incorporation or Bylaws, in agreements to which it is a party\nor in applicable statutes, then Empower shall take such action as may be\nnecessary to permit it to make such purchases, including soliciting shareholder\napproval of such action to the extent required under applicable law or Empower's\nArticles of Incorporation or Bylaws.\n\n       (g) INABILITY TO COMPLETE PURCHASE. If Empower is legally prohibited at\nthe time of any sale by any statute, contract or otherwise from paying the full\nPurchase Price for Shares specified in a Put Notice and such prohibition cannot\nbe removed by action pursuant to Section 2(f), then\n\n          (i)  Superior may elect to rescind the sale and retain the Shares\n     specified in the Put Notice; or\n\n          (ii) Superior may elect, or have elected, nominees representing a\n     majority of the Empower Board of Directors.\n\n     3.  PURCHASE OPTION.\n         ---------------\n\n       (a) GRANT OF OPTION. Empower hereby grants to Superior the Purchase\nOption.\n\n \n       (b) TIME OF EXERCISE OF OPTION. The Purchase Option may be exercised in\nwhole or in part by Superior at any time or times through and including the\nsecond anniversary of the date of this Agreement.\n\n       (c) METHOD OF EXERCISE. The Purchase Option shall be exercised by\ndelivery of an Exercise Notice to the Secretary of Empower-at its principal\nplace of business.\n\n       (d) CLOSING OF PURCHASE The closing of any purchase of shares pursuant to\nexercise of the Purchase Option shall be held at the offices of Empower on a\ndate agreed to by Empower and Superior, but not later than the later of (1)\nthirty days after delivery by Superior to Empower of the Exercise Notice\nrelating to the Shares to be purchased or (2) ten clays after the determination\nof the Fair Market Value Per Share as set forth in Section 40 At the closing:\n\n          (i)   Empower will deliver to Superior certificates representing the\n  Shares to be purchased, bearing (if applicable) the legend specified in\n  Section 3(h).\n\n          (ii)  Superior will deliver the Exercise Price to Empower immediately\n  available funds.\n\n          (iii) If requested by Empower with respect to any shares which have\n  not been registered under the 1933 Act, Superior will deliver a written\n  statement that (A) it is purchasing the shares for investment and not with a\n  view toward its distribution or sale, (B) it is aware that the shares have not\n  been registered under Federal or state securities laws, and will constitute\n  \"restricted stock\" as that term is defined under Rule 144 promulgated under\n  the 1933 Act, and (C) it is aware that any restricted stock may not be sold,\n  transferred or otherwise disposed of by Superior without registration unless,\n  in the opinion of counsel acceptable to Empower, such registration is not\n  required under the 1933 Act or applicable state securities laws.\n\n       (e) RIGHTS AS SHAREHOLDER. Superior shall not be, or have any of the\nfights or privileges of a shareholder of Empower in respect of any shares\nissuable on exercise of the Purchase Option, unless and until the Exercise Price\nfor such shares shall have been paid in full and such shares shall have been\nissued in accordance herewith.\n\n       (f) ADJUSTMENT PROVISIONS. The aggregate number of shares with respect to\nwhich the Purchase Option may be exercised will be appropriately adjusted for\nany increase or decrease in the number of issued shares representing an equity\ninterest in Empower resulting from any merger, reorganization, consolidation,\nrecapitalization, liquidation stock dividend, stock split, reverse stock split\nor other change in the corporate structure of Empower affecting its equity\nsecurities. Such adjustment shall be made in the number of shares which may be\nissued upon exercise of the Purchase Option and in the Exercise Price, to the\nextent appropriate to prevent dilution or enlargement of Superior's rights.\n\n       (g) EXERCISE PRICE ADJUSTMENT FORMULA. If Empower shall issue or sell any\nshares of Common Stock of any class, for a consideration per share which (X) is\nless than the per share value paid by Superior in the acquisition of the Shares\nunder the Sale Agreement, if the issue or sale occurs within 90 days after the\ndate of this Agreement, or (Y) is less than the Fair\n\n \nMarket Value Per Share in effect at the time of such issue or sale, for all\nother issues or sales, then the Exercise Price shall automatically be adjusted\nand immediately be deemed to equal the following:\n\n          (i)   the number of shared of Common Stock outstanding on a Fully\nDiluted Basis immediately prior to such issue and sale\n\n     multiplied by\n\n          (ii)  the Exercise Price in effect at the time of such issuance or\nsale\n\n     plus\n\n          (iii) the total consideration received and to be received by the\n  Company upon such issue and sale\n\n     divided by\n\n          (iv)  the total number of shares of Common Stock outstanding on a\n  Fully Diluted Basis immediately after such issue or sale.\n\n       (h) LEGEND. The parties agree that certificates evidencing any Shares\nwhich, when acquired hereunder, constitute \"restricted stock\" as that term is\ndefined under Rule 144 promulgated under the 1933 Act, as mended, shall bear the\nfollowing legend::\n\n     THESE SECURITIES ARE NOT REGISTERED UNDER THE 1933 ACT OR ANY STATE\n     SECURITIES ACT. THEY MAY NOT BE TRANSFERRED FOR VALUE UNLESS AND UNTIL THEY\n     ARE REGISTERED UNDER ALL SUCH APPLICABLE ACTS OR SUCH TRANSFBR SATISFIES\n     APPLICABLE REGISTRATION EXEMPTIONS THEREUNDER. THE COMPANY WILL NOT\n     TRANSFER THESE SECURITIES ON ITS BOOKS AND RECORDS WITHOUT AN OPINION OF\n     COUNSEL, SATISFACTORY IN FORM AND SUBSTANCE TO COUNSEL FOR THE COMPANY,\n     THAT SUCH TRANSFER DOES NOT VIOLATE THE 1933 ACT OR ANY STATE SECURITIES\n     LAWS.\n\n     4.  DETERMINATION OF PURCHASE PRICE. Promptly following delivery of a Put\n         --------------------------------                                     \nNotice or an Exercise Notice, Empower and Superior shall determine the Fair\nMarket Value Per Share in accordance with Section 1.14 of the Sale Agreement,\nfor computation of the Purchase Price or the Exercise Price, as the case may be.\nFollowing determination of the Fair Market Value Per Share, the Purchase Price\nor the Exercise Price as the case may be, shall be promptly determined.\n\n     5.  COVENANTS. Empower covenants that:\n         ---------                        \n\n        (a) Empower and its subsidiaries shall keep true books of record and\naccount in accordance with GAAP and fix which full, tree and correct entries in\naccordance with sound accounting practice will be made of all income, expenses,\ndealings and transactions fix relation to their business activities.\n\n \n       (b) Empower shall deliver to Superior as soon as practicable and in any\nevent within ninety (90) calendar days after the close of each fiscal year of\nEmpower commencing with. the fiscal year ending December 31, 1998, consolidated\naudited Financial Statements prepared -m accordance with GAAP, all in reasonable\ndetail and with an unqualified opinion expressed by independent public\naccountants selected by Empower. Empower shall further deliver to Superior as\nsoon as practicable and in any event within forty-five (45) calendar days after\nthe close of each fiscal quarter of Empower commencing with the first fiscal\nquarter ending after the date of this Agreement, unaudited Financial Statements\nprepared in accordance with GAAP (subject to normal year end adjustments which\nare not material individually or in the aggregate), in reasonable detail.\n\n       (c) Empower will retain independent public accountants of recognized\nnational or regional standing who shall certify the audited Financial\nStatements.\n\n       (d) Empower will, at all times prior to expiration or exercise in full of\nthe Purchase Option (whichever is earlier), reserve from its authorized but\nunissued shares a number of shares adequate to satisfy the exercise in full of\nthe Purchase Option (to the extent not theretofore exercised).\n\n     6.  RIGHT TO PURCHASE ADDITIONAL SECURITIES.\n         ----------------------------------------\n\n       (a) FIRST REFUSAL RIGHTS. Subject to the terms and conditions of this\nArticle 6, Empower hereby grants to Superior a right of first refusal to\npurchase all or any part of its Pro Rata Share of any issue of New Securities\nthat Empower (or any subsidiary whose capital stock will not be wholly owned,\ndirectly or indirectly, by Empower upon completion of any such issuance) may\npropose to issue from time to time after the date of this Agreement.\n\n       (b) NOTICE AND ALLOCATION PERIODS. If Empower or, when applicable, its\nsubsidiary, proposes to undertake a bona fide issuance of New Securities, then\nit shall give Superior written notice of its intention, describing the type of\nNew Securities, the price, the number of shares to be offered, and the general\nterms upon which such securities are proposed to be offered. Superior shall be\ngiven at least 15 days' prior written notice within which to agree to purchase\nall or any part of its Pro Rata Share of such issuance of New Securities for the\nprice and upon the general terms specified in the notice by giving written\nnotice to the issuer within such period and stating therein the quantity of New\nSecurities to be purchased by it. The closing of any purchase of securities by\nSuperior pursuant to the exercise of its right of first refusal shall be held\nsimultaneously with the closing of the sale of the balance of the sale or\nissuance of New Securities to which the exercise relates.\n\n       (c) RIGHT OF COMPANY TO SELL NEW SECURITIES If Superior fails to exercise\nin full its right of first refusal within the applicable period set forth above,\nthen Empower or, when applicable, its subsidiary shall have 120 days thereafter\nto sell the New Securities with respect to which the right of first refusal was\nnot exercised, at a price and upon general terms no more favorable to the\npurchaser thereof than specified in the notice to Superior. If such New\nSecurities have not been sold within such 120-day period, then Empower or, when\napplicable, its subsidiary\n\n \nshall not thereafter issue or sell any New Securities without first offering\nthem to Superior in the manner provided in this Article 6.\n\n       (d) TERMINATION. This Article 6 shall continue in effect from the date of\nthis Agreement until Empower has completed a Public Equity Offering.\n\n     7.  MISCELLANEOUS.\n         --------------\n\n       (a) NO INCONSISTENT AGREEMENTS. If Empower enters into any agreement\nwhich grants to any holders rights to purchase securities, or to require\nrepurchase by Empower of securities, during the term of this Agreement which\nrights conflict directly with those of Superior under this Agreement, the terms\nof this Agreement shall be superior in resolving such conflicts.\n\n       (b) REMEDIES. Superior shall be entitled to specific enforcement of its\n       fights under\n\nthis Agreement, to recover damages caused by reason of any breach of any\nprovision of this Agreement and to exercise all other fights granted by law. The\nparties hereto agree and acknowledge that money damages may not be an adequate\nremedy for any breach of the provisions of this Agreement and that Superior may\nin its sole discretion apply to any court of law or equity of competent\njurisdiction (without posting any bond or other security) for specific\nperformance and for other injunctive or equitable relief in order to enforce or\nprevent violation of the provisions of this Agreement.\n\n       (c) AMENDMENTS AND WAIVERS. Except as otherwise provided herein, the\nprovisions of this Agreement may be amended or waived only upon the prior\nwritten consent of Empower and Superior.\n\n       (d) SUCCESSORS AND ASSIGNS. All covenants and agreements in this\nAgreement by or on behalf of any of the parties hereto will bind and inure to\nthe benefit of the respective successors and permitted assigns.\n\n       (e) SEVERABILITY. Whenever possible, each provision of this Agreement\nwill be interpreted in such manner as to be effective and valid under applicable\nlaw, but if any provision of this Agreement is held to be prohibited by or\ninvalid under applicable law, such provision will be ineffective only to the\nextent of such prohibition or invalidity, without invalidating the remainder of\nthis Agreement.\n\n       (f) COUNTERPARTS. This Agreement may be executed in counterparts, each of\nwhich shall be deemed an original, but all of which together shall constitute\none and the same instrument.\n\n       (g) DESCRIPTIVE HEADINGS. The captions and descriptive headings of this\nAgreement are inserted for convenience only and do not constitute a part of this\nAgreement.\n\n       (h) GOVERNING LAW. The corporate law of Texas will govern all issues\nconcerning the internal governance of Empower and the relative rights of Empower\nand its shareholders in connection therewith. All other questions concerning the\nconstruction, validity and interpretation of this Agreement and the exhibits and\nschedules hereto will be governed by the laws of\n\n \nMichigan without regard to choice of law principles which would require the\napplication of the laws of any other jurisdiction.\n\n       (i) ENTIRE AGREEMENT. This Agreement, together with the Sale Agreement\nand the Schedules, Exhibits and Annexes thereto, constitutes the entire\nagreement between the parties hereto and supersedes all prior agreements,\nrepresentations, warranties, statements, promises, information, arrangements and\nunderstandings, whether oral or written, express or implied, with respect to the\nsubject matter hereof.\n\n       (j) NOTICES. Any and all notices and other communications hereunder shall\nbe in writing addressed to the parties at the addresses specified below or such\nother addresses as either party may direct by notice given in accordance with\nthis section, and shall be delivered in one of the following manners (i) by\npersonal delivery, in which case notice shall be deemed to have been duly given\nwhen delivered; (ii) by certified mail, return receipt requested, with postage\nprepaid, in which case notice shall be deemed to have been duly given on the\ndate indicated on the return receipt; (iii) by reputable delivery service\n(including, by way of example and not limitation, Federal Express, UPS and DHL)\nwhich makes a record of the date and time of delivery, in which case notice\nshall be deemed to have been duly given on the date indicated on the delivery\nservice's record of delivery; or (iv) by fax transmission to the fax numbers\ngiven below, with confirmation of good receipt and confirmed by letter to the\naddresses set forth below, in which case notice shall be deemed to have been\nduly given on the date indicated fix the confirmation of fax transmission (or\nthe next Business Day if such date is not a Business Day or the transmission is\nmade after business hours):\n\n                              if to Superior, to\n\n                   Superior Consultant Holdings Corporation\n                         4000 Town Center, Suite 1100\n                          Southfield, Michigan 48075\n       Attention: Richard P. Saslow, Vice President and General Counsel\n                              Fax: (248) 386-8459\n\n                               If to Empower to\n\n                          Empower Health Corporation\n                          4008 River Place Boulevard\n                              Austin, Texas 78730\n                Attention: Donald W. Hackett, President and CEO\n                              Fax: (512) 832,0752\n\n                                with a copy to:\n\n \n                                Alan Schoenbaum\n                   Akin, Gump, Strauss, Hauer &amp; Feld, L.L.P.\n                        300 Convent Street, Suite 1500\n                             San Antonio, TX 78205\n                            Fax: (210) 224,2035  .\n\n     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as\nof the day and year first above written.\n\n     EMPOWER HEALTH CORPORATION,       SUPERIOR CONSULTANT HOLDINGS CORPORATION,\n         a Texas corporation                     a Delaware corporation\n\n\nBy: \/s\/ David W. Hackett               By: \/s\/ James T. House\n   ----------------------------           ------------------------------\n                        4\/29\/98\nIts: President &amp; CEO                   Its: CFO\n    ---------------------------            -----------------------------\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7359],"corporate_contracts_industries":[9438],"corporate_contracts_types":[9622,9627],"class_list":["post-43486","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-drkoopcom-inc","corporate_contracts_industries-health__misc","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43486","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43486"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43486"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43486"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43486"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}