Exhibit 10.3
Joinder Agreement
-----------------
The undersigned is executing and delivering this Joinder Agreement pursuant
to the Stock Purchase Agreement, dated as of September 26, 2003, as amended by
that Amendment No. 1 to Stock Purchase Agreement, dated as of October 17, 2003
(as so amended, the "Purchase Agreement"), among Universal Hospital Services,
Inc., a Delaware corporation (the "Company"), and the Purchasers signatory
thereto.
By executing and delivering this Joinder Agreement to the Company, the
undersigned hereby agrees to become a party to, to be bound by, and to comply
with the provisions of the Purchase Agreement in the same manner as if the
undersigned were an original signatory to such agreement as a Purchaser and a
Management Holder. In connection therewith, effective as of the date hereof, the
undersigned hereby makes the representations and warranties contained in the
Purchase Agreement except as otherwise specified below (check either or both, if
applicable):
I do not have substantial experience in evaluating and investing in
private placement transactions of the securities of business entities
similar to the Company, as represented in Section 4.3 of the Purchase
Agreement, and accordingly, do not make the representations contained
in that Section.
I am not an "accredited investor," as represented in Section 4.3(d) of
the Purchase Agreement. ("Accredited investor" is defined in
Attachment A to this Joinder Agreement.)
Accordingly, the undersigned has executed and delivered this Joinder
Agreement as of the 28th day of October, 2003.
/s/ Walter T. Chesley
---------------------------------
Signature of Purchaser
Attachment A
Accredited Investor Definition
------------------------------
"Accredited investor" means any person who comes within any of the
following categories, or who the Company reasonably believes comes within any of
the following categories, at the time of the sale of the securities to that
person:
(1) Any director, executive officer or general partner of the Company;
(2) Any natural person whose individual net worth, or joint net worth with
that person's spouse, at the time of his purchase exceeds $1,000,000; or
(3) Any natural person who had an individual income in excess of $200,000
in each of the two most recent years or joint income with that person's spouse
in excess of $300,000 in each of those years and has a reasonable expectation of
reaching the same income level in the current year.
2
Joinder Agreement
-----------------
The undersigned is executing and delivering this Joinder Agreement pursuant
to the Stock Purchase Agreement, dated as of September 26, 2003, as amended by
that Amendment No. 1 to Stock Purchase Agreement, dated as of October 17, 2003
(as so amended, the "Purchase Agreement"), among Universal Hospital Services,
Inc., a Delaware corporation (the "Company"), and the Purchasers signatory
thereto.
By executing and delivering this Joinder Agreement to the Company, the
undersigned hereby agrees to become a party to, to be bound by, and to comply
with the provisions of the Purchase Agreement in the same manner as if the
undersigned were an original signatory to such agreement as a Purchaser and a
Management Holder. In connection therewith, effective as of the date hereof, the
undersigned hereby makes the representations and warranties contained in the
Purchase Agreement except as otherwise specified below (check either or both, if
applicable):
I do not have substantial experience in evaluating and investing in
private placement transactions of the securities of business entities
similar to the Company, as represented in Section 4.3 of the Purchase
Agreement, and accordingly, do not make the representations contained
in that Section.
I am not an "accredited investor," as represented in Section 4.3(d) of
the Purchase Agreement. ("Accredited investor" is defined in
Attachment A to this Joinder Agreement.)
Accordingly, the undersigned has executed and delivered this Joinder
Agreement as of the 28th day of October, 2003.
/s/ Susan E. Ellington
---------------------------------------
Signature of Purchaser
Attachment A
Accredited Investor Definition
------------------------------
"Accredited investor" means any person who comes within any of the
following categories, or who the Company reasonably believes comes within any of
the following categories, at the time of the sale of the securities to that
person:
(1) Any director, executive officer or general partner of the Company;
(2) Any natural person whose individual net worth, or joint net worth with
that person's spouse, at the time of his purchase exceeds $1,000,000; or
(3) Any natural person who had an individual income in excess of $200,000
in each of the two most recent years or joint income with that person's spouse
in excess of $300,000 in each of those years and has a reasonable expectation of
reaching the same income level in the current year.
2
Joinder Agreement
-----------------
The undersigned is executing and delivering this Joinder Agreement pursuant
to the Stock Purchase Agreement, dated as of September 26, 2003, as amended by
that Amendment No. 1 to Stock Purchase Agreement, dated as of October 17, 2003
(as so amended, the "Purchase Agreement"), among Universal Hospital Services,
Inc., a Delaware corporation (the "Company"), and the Purchasers signatory
thereto.
By executing and delivering this Joinder Agreement to the Company, the
undersigned hereby agrees to become a party to, to be bound by, and to comply
with the provisions of the Purchase Agreement in the same manner as if the
undersigned were an original signatory to such agreement as a Purchaser and a
Management Holder. In connection therewith, effective as of the date hereof, the
undersigned hereby makes the representations and warranties contained in the
Purchase Agreement except as otherwise specified below (check either or both, if
applicable):
I do not have substantial experience in evaluating and investing in
private placement transactions of the securities of business entities
similar to the Company, as represented in Section 4.3 of the Purchase
Agreement, and accordingly, do not make the representations contained
in that Section.
I am not an "accredited investor," as represented in Section 4.3(d) of
the Purchase Agreement. ("Accredited investor" is defined in
Attachment A to this Joinder Agreement.)
Accordingly, the undersigned has executed and delivered this Joinder
Agreement as of the 28th day of October, 2003.
/s/ John A. Gappa
----------------------------------------
Signature of Purchaser
Attachment A
Accredited Investor Definition
"Accredited investor" means any person who comes within any of the
following categories, or who the Company reasonably believes comes within any of
the following categories, at the time of the sale of the securities to that
person:
(1) Any director, executive officer or general partner of the Company;
(2) Any natural person whose individual net worth, or joint net worth
with that person's spouse, at the time of his purchase exceeds $1,000,000; or
(3) Any natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income with that person's
spouse in excess of $300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the current year.
2
Joinder Agreement
The undersigned is executing and delivering this Joinder Agreement
pursuant to the Stock Purchase Agreement, dated as of September 26, 2003, as
amended by that Amendment No. 1 to Stock Purchase Agreement, dated as of October
17, 2003 (as so amended, the "Purchase Agreement"), among Universal Hospital
Services, Inc., a Delaware corporation (the "Company"), and the Purchasers
signatory thereto.
By executing and delivering this Joinder Agreement to the Company, the
undersigned hereby agrees to become a party to, to be bound by, and to comply
with the provisions of the Purchase Agreement in the same manner as if the
undersigned were an original signatory to such agreement as a Purchaser and a
Management Holder. In connection therewith, effective as of the date hereof, the
undersigned hereby makes the representations and warranties contained in the
Purchase Agreement except as otherwise specified below (check either or both, if
applicable):
I do not have substantial experience in evaluating and
investing in private placement transactions of the securities
of business entities similar to the Company, as represented in
Section 4.3 of the Purchase Agreement, and accordingly, do not
make the representations contained in that Section.
I am not an "accredited investor," as represented in Section
4.3(d) of the Purchase Agreement. ("Accredited investor" is
defined in Attachment A to this Joinder Agreement.)
Accordingly, the undersigned has executed and delivered this Joinder
Agreement as of the 28th day of October, 2003.
/s/ Samuel B. Humphries
-----------------------------------------
Signature of Purchaser
Attachment A
Accredited Investor Definition
"Accredited investor" means any person who comes within any of the
following categories, or who the Company reasonably believes comes within any of
the following categories, at the time of the sale of the securities to that
person:
(1) Any director, executive officer or general partner of the Company;
(2) Any natural person whose individual net worth, or joint net worth
with that person's spouse, at the time of his purchase exceeds $1,000,000; or
(3) Any natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income with that person's
spouse in excess of $300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the current year.
2
Joinder Agreement
The undersigned is executing and delivering this Joinder Agreement
pursuant to the Stock Purchase Agreement, dated as of September 26, 2003, as
amended by that Amendment No. 1 to Stock Purchase Agreement, dated as of October
17, 2003 (as so amended, the "Purchase Agreement"), among Universal Hospital
Services, Inc., a Delaware corporation (the "Company"), and the Purchasers
signatory thereto.
By executing and delivering this Joinder Agreement to the Company, the
undersigned hereby agrees to become a party to, to be bound by, and to comply
with the provisions of the Purchase Agreement in the same manner as if the
undersigned were an original signatory to such agreement as a Purchaser and a
Management Holder. In connection therewith, effective as of the date hereof, the
undersigned hereby makes the representations and warranties contained in the
Purchase Agreement except as otherwise specified below (check either or both, if
applicable):
I do not have substantial experience in evaluating and
investing in private placement transactions of the securities
of business entities similar to the Company, as represented in
Section 4.3 of the Purchase Agreement, and accordingly, do not
make the representations contained in that Section.
I am not an "accredited investor," as represented in Section
4.3(d) of the Purchase Agreement. ("Accredited investor" is
defined in Attachment A to this Joinder Agreement.)
Accordingly, the undersigned has executed and delivered this Joinder
Agreement as of the 28th day of October, 2003.
/s/ David G. Lawson
-----------------------------------------
Signature of Purchaser
Attachment A
Accredited Investor Definition
"Accredited investor" means any person who comes within any of the
following categories, or who the Company reasonably believes comes within any of
the following categories, at the time of the sale of the securities to that
person:
(1) Any director, executive officer or general partner of the Company;
(2) Any natural person whose individual net worth, or joint net worth
with that person's spouse, at the time of his purchase exceeds $1,000,000; or
(3) Any natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income with that person's
spouse in excess of $300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the current year.
2
Joinder Agreement
-----------------
The undersigned is executing and delivering this Joinder Agreement pursuant
to the Stock Purchase Agreement, dated as of September 26, 2003, as amended by
that Amendment No. 1 to Stock Purchase Agreement, dated as of October 17, 2003
(as so amended, the "Purchase Agreement"), among Universal Hospital Services,
Inc., a Delaware corporation (the "Company"), and the Purchasers signatory
thereto.
By executing and delivering this Joinder Agreement to the Company, the
undersigned hereby agrees to become a party to, to be bound by, and to comply
with the provisions of the Purchase Agreement in the same manner as if the
undersigned were an original signatory to such agreement as a Purchaser and a
Management Holder. In connection therewith, effective as of the date hereof, the
undersigned hereby makes the representations and warranties contained in the
Purchase Agreement except as otherwise specified below (check either or both, if
applicable):
I do not have substantial experience in evaluating and investing in
private placement transactions of the securities of business entities
similar to the Company, as represented in Section 4.3 of the Purchase
Agreement, and accordingly, do not make the representations contained
in that Section.
I am not an "accredited investor," as represented in Section 4.3(d) of
the Purchase Agreement. ("Accredited investor" is defined in
Attachment A to this Joinder Agreement.)
Accordingly, the undersigned has executed and delivered this Joinder
Agreement as of the 28th day of October, 2003.
/s/ Joseph P. Schiesl
----------------------------------------
Signature of Purchaser
Attachment A
Accredited Investor Definition
------------------------------
"Accredited investor" means any person who comes within any of the
following categories, or who the Company reasonably believes comes within any of
the following categories, at the time of the sale of the securities to that
person:
(1) Any director, executive officer or general partner of the Company;
(2) Any natural person whose individual net worth, or joint net worth with
that person's spouse, at the time of his purchase exceeds $1,000,000; or
(3) Any natural person who had an individual income in excess of $200,000
in each of the two most recent years or joint income with that person's spouse
in excess of $300,000 in each of those years and has a reasonable expectation of
reaching the same income level in the current year.
2
Joinder Agreement
-----------------
The undersigned is executing and delivering this Joinder Agreement pursuant
to the Stock Purchase Agreement, dated as of September 26, 2003, as amended by
that Amendment No. 1 to Stock Purchase Agreement, dated as of October 17, 2003
(as so amended, the "Purchase Agreement"), among Universal Hospital Services,
Inc., a Delaware corporation (the "Company"), and the Purchasers signatory
thereto.
By executing and delivering this Joinder Agreement to the Company, the
undersigned hereby agrees to become a party to, to be bound by, and to comply
with the provisions of the Purchase Agreement in the same manner as if the
undersigned were an original signatory to such agreement as a Purchaser and a
Management Holder. In connection therewith, effective as of the date hereof, the
undersigned hereby makes the representations and warranties contained in the
Purchase Agreement except as otherwise specified below (check either or both, if
applicable):
I do not have substantial experience in evaluating and investing in
private placement transactions of the securities of business entities
similar to the Company, as represented in Section 4.3 of the Purchase
Agreement, and accordingly, do not make the representations contained
in that Section.
I am not an "accredited investor," as represented in Section 4.3(d) of
the Purchase Agreement. ("Accredited investor" is defined in
Attachment A to this Joinder Agreement.)
Accordingly, the undersigned has executed and delivered this Joinder
Agreement as of the 28th day of October, 2003.
/s/ Judy M. Slater
----------------------------------------
Signature of Purchaser
Attachment A
Accredited Investor Definition
------------------------------
"Accredited investor" means any person who comes within any of the
following categories, or who the Company reasonably believes comes within any of
the following categories, at the time of the sale of the securities to that
person:
(1) Any director, executive officer or general partner of the Company;
(2) Any natural person whose individual net worth, or joint net worth with
that person's spouse, at the time of his purchase exceeds $1,000,000; or
(3) Any natural person who had an individual income in excess of $200,000
in each of the two most recent years or joint income with that person's spouse
in excess of $300,000 in each of those years and has a reasonable expectation of
reaching the same income level in the current year.
2
Joinder Agreement
The undersigned is executing and delivering this Joinder Agreement pursuant
to the Stock Purchase Agreement, dated as of September 26, 2003, as amended by
that Amendment No. 1 to Stock Purchase Agreement, dated as of October 17, 2003
(as so amended, the "Purchase Agreement"), among Universal Hospital Services,
Inc., a Delaware corporation (the "Company"), and the Purchasers signatory
thereto.
By executing and delivering this Joinder Agreement to the Company, the
undersigned hereby agrees to become a party to, to be bound by, and to comply
with the provisions of the Purchase Agreement in the same manner as if the
undersigned were an original signatory to such agreement as a Purchaser and a
Management Holder. In connection therewith, effective as of the date hereof, the
undersigned hereby makes the representations and warranties contained in the
Purchase Agreement except as otherwise specified below (check either or both, if
applicable):
I do not have substantial experience in evaluating and investing in
private placement transactions of the securities of business entities
similar to the Company, as represented in Section 4.3 of the Purchase
Agreement, and accordingly, do not make the representations contained
in that Section.
I am not an "accredited investor," as represented in Section 4.3(d) of
the Purchase Agreement. ("Accredited investor" is defined in
Attachment A to this Joinder Agreement.)
Accordingly, the undersigned has executed and delivered this Joinder
Agreement as of the 28th day of October, 2003.
/s/ Darren J. Thieding
---------------------------------
Signature of Purchaser
Attachment A
Accredited Investor Definition
------------------------------
"Accredited investor" means any person who comes within any of the
following categories, or who the Company reasonably believes comes within any of
the following categories, at the time of the sale of the securities to that
person:
(1) Any director, executive officer or general partner of the Company;
(2) Any natural person whose individual net worth, or joint net worth with
that person's spouse, at the time of his purchase exceeds $1,000,000; or
(3) Any natural person who had an individual income in excess of $200,000
in each of the two most recent years or joint income with that person's spouse
in excess of $300,000 in each of those years and has a reasonable expectation of
reaching the same income level in the current year.
2
Joinder Agreement
-----------------
The undersigned is executing and delivering this Joinder Agreement pursuant
to the Stock Purchase Agreement, dated as of September 26, 2003, as amended by
that Amendment No. 1 to Stock Purchase Agreement, dated as of October 17, 2003
(as so amended, the "Purchase Agreement"), among Universal Hospital Services,
Inc., a Delaware corporation (the "Company"), and the Purchasers signatory
thereto.
By executing and delivering this Joinder Agreement to the Company, the
undersigned hereby agrees to become a party to, to be bound by, and to comply
with the provisions of the Purchase Agreement in the same manner as if the
undersigned were an original signatory to such agreement as a Purchaser and a
Management Holder. In connection therewith, effective as of the date hereof, the
undersigned hereby makes the representations and warranties contained in the
Purchase Agreement except as otherwise specified below (check either or both, if
applicable):
I do not have substantial experience in evaluating and investing in
private placement transactions of the securities of business entities
similar to the Company, as represented in Section 4.3 of the Purchase
Agreement, and accordingly, do not make the representations contained
in that Section.
I am not an "accredited investor," as represented in Section 4.3(d) of
the Purchase Agreement. ("Accredited investor" is defined in
Attachment A to this Joinder Agreement.)
Accordingly, the undersigned has executed and delivered this Joinder
Agreement as of the 28th day of October, 2003.
/s/ Timothy R. Travis
----------------------------------------
Signature of Purchaser
Attachment A
Accredited Investor Definition
------------------------------
"Accredited investor" means any person who comes within any of the
following categories, or who the Company reasonably believes comes within any of
the following categories, at the time of the sale of the securities to that
person:
(1) Any director, executive officer or general partner of the Company;
(2) Any natural person whose individual net worth, or joint net worth with
that person's spouse, at the time of his purchase exceeds $1,000,000; or
(3) Any natural person who had an individual income in excess of $200,000
in each of the two most recent years or joint income with that person's spouse
in excess of $300,000 in each of those years and has a reasonable expectation of
reaching the same income level in the current year.
2