EXHIBIT 10.24
ASSET PURCHASE AGREEMENT BETWEEN
PALOMAR MEDICAL TECHNOLOGIES, INC.
AND NEXAR TECHNOLOGIES, INC.
This Agreement dated as of the 28th day of February, 1997 is by and
between Nexar Technologies, Inc. ("Nexar") and Palomar Medical Technologies,
Inc. ("Palomar").
Reference is made to the Asset Purchase and Settlement Agreement of
even date herewith by and among Nexar, Palomar, Xxxxx X. Xxxxxxxx, and
Technovation Computer Labs, Inc. (the "Asset Purchase and Settlement
Agreement"), pursuant to which, among other things, Palomar shall acquire on
behalf of Nexar, all right, title and interest to the Purchased Assets (as
defined in the Asset Purchase and Settlement Agreement). The purpose of this
Agreement is to set forth the terms and conditions for transfer of the Purchased
Assets to Nexar and payment therefor to Palomar. Accordingly, the parties hereby
agree as follows:
1. Immediately following Palomar's receipt of Bills of Sale and such
other transfer and assignment documents as are delivered to Palomar pursuant to
the Asset Purchase and Settlement Agreement at the closing thereof, Palomar
shall execute and deliver substantially similar transfer and assignment
documents to Nexar fully conveying all right, title and interest, free and clear
of liens and claims, in and to the Purchased Assets to Nexar.
2. If the transfers described in Section 1 above occur after the
consummation of the initial public offering of the common stock of Nexar (the
"IPO"), Nexar shall pay Palomar the sum of $2,750,000 in cash for its purchase
of the Purchased Assets. If such transfers occur prior to the IPO, Nexar shall
instead deliver to Palomar a promissory note in the principal amount of
$2,750,000 and bearing variable interest at the "prime rate" (as published from
time to time in the Wall Street Journal (currently 8.25%) per annum, all such
amounts of principal and interest earned thereon to be payable not earlier than
the earlier of 5 years from the date of such transfers or the consummation of
the IPO, provided that interest shall be payable on each anniversary date of the
execution and deliver of such note if the IPO has not closed by each such
anniversary date until principal thereunder is paid in full,.
3. Palomar agrees that at Nexar's request it will subordinate its right
to payment of principal and interest on the promissory note described in Section
2 to the extent required in order for Nexar to secure, if reasonably necessary,
a commitment from a first priority senior secured commercial lender.
[Signatures appear on the following page.]
Executed as a sealed instrument as of the date first above written.
PALOMAR MEDICAL TECHNOLOGIES, INC.
By: Xxxxxx Xxxxxxxx
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Chairman and CEO
NEXAR TECHNOLOGIES, INC.
By: Xxxxxx X. Xxxxx
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President
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