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AGREEMENT FOR PURCHASE OF STOCK
THIS AGREEMENT FOR PURCHASE OF STOCK ("Agreement"), dated as of July 12,
1996, by and among Palomar Medical Technologies, Inc., a Delaware corporation
("Palomar"), and Xxxxxxx Xxxxxxx Xxxxxxxx, an individual ("Xxxxxxxx"), and
Xxxxxxx Xxxxxxx, an individual ("Xxxxxxx");
W I T N E S S E T H T H A T:
WHEREAS, Xxxxxxxx desires to sell, and Palomar desires to purchase, all of
the 80 shares of the common stock, $__ par value per share ("Common Stock"), of
Dermascan, Inc., a Florida corporation ("Dermascan"), owned by Xxxxxxxx
("Dermascan Stock"); and
NOW, THEREFORE, in consideration of the mutual promises herein contained,
and on the terms and subject to the conditions herein set forth, Xxxxxxxx and
Palomar agree as follows:
I.
Agreement of Purchase and Sale
Subject to the other terms and conditions hereof, on the Closing Date (as
hereinafter defined), Xxxxxxxx agrees to sell, assign, transfer and deliver to
Palomar, and Palomar agrees to purchase and accept the Dermascan Stock.
II.
Closing Transactions
The consummation of the transaction contemplated hereby ("Closing") shall
occur in the offices of Xxxxx, Xxxx & Xxxxx LLP, Xxx Xxxx Xxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, on July __, 1996, or such other time and place as the
parties hereto shall mutually
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agree ("Closing Date").
At the Closing, Xxxxxxxx shall deliver to Palomar (i) all certificates
representing the Dermascan Stock duly endorsed for transfer or accompanied by
duly executed stock powers.
At the Closing, Palomar shall deliver to Xxxxxxxx (i) a stock certificate
representing 35,000 shares (the "Shares") of the common stock, $.01 par value
per share ("Common Stock"), of Palomar. In addition, Palomar agrees that is will
include the Shares in the next registration statement on Form S-3 (the
"Registration Statement") filed by Palomar providing for the resale of shares by
stockholders of Palomar. In the event that the per share price of the common
stock of Palomar shall be less than $14.00 on the day on which the Registration
Statement shall be declared effective by the SEC, Palomar shall pay to Xxxxxxxx
and amount equal to the difference between $14.00 and the closing bid price on
the date the Registration Statement is declared effective.
III.
Representations
Xxxxxxxx represents that (1) she owns the Dermascan Stock free and clear of
all liens, encumbrances, preemptive rights or any other restrictions of any
kind, (2) the Dermascan Stock constitutes 80% of the issued and outstanding
capital stock of Dermascan, and (3) Dermascan has no liabilities in excess of
$100,000.
IV.
Put Right
At any time after three (3) years after the date hereof Xxxxxxx shall have
the right to
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require Palomar to purchase all, but not part, of the shares of
Dermascan, Inc. common stock owed by him for a cash purchase price of $130,000;
provided that he shall represent that he owns all such shares free and clear of
all liens, encumbrances, preemptive rights or any other restriction of any kind.
V.
Right of First Refusal
In the event that Palomar shall determine to dispose of the assets or stock
of Dermascan in a sale of assets, merger, consolidation, or sale of shares or
shall determine to otherwise sell or dispose of the business of Dermascan in an
arms length transaction with a bona fide third party, then Palomar shall offer
to sell the business of Dermascan to Xxxxxxx and shall negotiate with Xxxxxxx
for that purpose for a period of thirty days. If at the end of such period,
Palomar and Xxxxxxx shall not have reached agreement concerning the sale of the
business of Dermascan to Xxxxxxx, Palomar shall be free to dispose of the
business to a third party; provided that once Palomar obtains a bona fide offer
for the sale of such business, Palomar shall offer to sell the business to
Xxxxxxx on the same terms and conditions and for the same consideration as set
forth in the bona fide offer. Xxxxxxx shall then have a period of ten days to
accept or reject such offer. If Xxxxxxx accepts the offer, then Palomar and
Xxxxxxx shall cooperate to close the sale promptly upon the terms and conditions
set forth in the offer. If Xxxxxxx rejects the offer, then Palomar shall be free
to sell to the party originally make the offer.
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VI.
Miscellaneous
1. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.
2. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the Commonwealth of Massachusetts.
3. Entirety. This Agreement constitutes the entire agreement of the parties
with respect to the subject matter hereof and supersedes all other prior or
contemporaneous agreements or understandings, written or oral.
IN WITNESS WHEREOF, the undersigned parties hereto have duly executed this
Agreement on the date first written above.
PALOMAR MEDICAL TECHNOLOGIES, INC.
By: /s/
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Xxxxx Xxxxxxxx, Chairman
/s/
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Xxxxxxx Xxxxxxx Xxxxxxxx
/s/
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Xxxxxxx Xxxxxxx
