EXHIBIT 2.2
STOCK ALLOCATION AGREEMENT
THIS STOCK ALLOCATION AGREEMENT (this "Agreement") is made and entered
into as of June 30, 1998, by and between those persons whose signatures appear
on the signature page hereof as "AI Shareholders". As used in this Agreement,
the terms "party" or "parties" shall refer to a person executing this Agreement
and shall include such persons or persons to whom such person is a successor in
interest as a shareholder of AI or of ADC and of the agreements referred to
herein.
RECITALS:
WHEREAS, the parties hereto are all of the beneficial owners of the issued
and outstanding capital stock of AccuImage, Inc., a Nevada corporation ("AI");
and
WHEREAS, the parties hereto or their successors entered into a Stock Option
Agreement dated November 1, 1996 and a Stock Exchange Agreement dated September
30, 1997 (the "Exchange Agreement") with Accuimage Diagnostics Corp., a Nevada
corporation ("ADC") pursuant to which the parties agreed to exchange 4,000,000
shares of the common stock of ADC ("the ADC shares") for all of the issued and
outstanding capital stock of AI; and
WHEREAS, the Option has been exercised, and ADC is in the process of
issuing the ADC shares due to the parties pursuant to the exercise of the
Option; and
WHEREAS, the parties have made certain transfers of their rights
pursuant to the Exchange Agreement and desire to agree upon a final allocation
of the ADC shares:
NOW, THEREFORE, in consideration of these premises and the mutual covenants
and agreements herein contained and other valuable consideration, the receipt
and adequacy of which the parties hereto acknowledge, the parties agree as
follows:
1. Allocation of Shares. The parties agree that the ADC shares shall be
allocated as set forth on Schedule A hereto and that ADC be instructed to issued
and deliver the ADC Shares in accordance with such schedule.
2. Investment Representations. Each party represents and warrants to each
other, to AI and to ADC that:
A. Each is aware that the ADC Shares have not been registered under
the Securities Act by reason of their issuance in a transaction exempt from the
registration and prospectus delivery requirements of the Securities Act pursuant
to Section 4(2) and Regulation D thereof, and that they must be held by each
shareholder for an indeterminate period and each shareholder must therefore bear
the economic risk of such investment indefinitely, unless a subsequent
disposition thereof is registered under the Securities Act or is exempt from
registration.
B. Each instrument representing the ADC Shares may be endorsed with
the following legend:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY
NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH
SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT,
OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE
SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH
SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.
C. ADC need not register a transfer of legended ADC Shares and may
instruct its transfer agent not to register the transfer of the ADC Shares,
unless the foregoing legend is satisfied.
D. Each shareholder has the knowledge and experience in financial and
business matters to evaluate the merits and risks of the proposed investment.
E. Each shareholder is acquiring the ADC Shares for his own account,
for investment, and without any present intention to engage in a distribution
thereof.
F. Each shareholder warrants that he is either an original AI
shareholder or the rightful successor to such original shareholder pursuant to
the Exchange Agreement and that he is entitled to receive the ADC Shares as
provided in this Agreement.
3. Miscellaneous.
A. Counterpart. This Agreement may be executed in one or more
counterparts, and it is not necessary that signature of all parties appear on
the same counterpart, but such counterparts together shall constitute one and
the same agreement.
B. Successors. This Agreement shall inure to the benefit of and be
binding upon the parties hereto, their respective successors, and no other
person shall have any right or obligation hereunder.
C. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California.
D. Arbitration. Any controversy or claim between or among the parties,
their agents, employees and affiliates, including but not limited to those
arising out of or relating to this Agreement, including without limitation any
claim based on or arising from an alleged tort, shall, at the option of any
party, be resolved through mandatory arbitration in accordance with the rules
then in effect of the American Arbitration Association ("AAA") and Title 9 of
the U. S. Code. The location of the arbitration shall be in San Francisco,
California. The arbitrator or arbitrators shall be generally skilled in the
legal and business aspects of the subject matter at issue. The arbitrators shall
not be entitled to award punitive damages. Judgment upon the award rendered may
be entered in any court having jurisdiction.
E. Attorneys Fees. If any legal action or any arbitration or other
proceeding is brought for the enforcement of this Agreement or because of an
alleged dispute, breach, default, or misrepresentation in connection with any of
the provisions of this Agreement, the successful or prevailing party or parties
will be entitled to recover reasonable attorney fees and other costs incurred in
that action or proceeding, in addition to any other relief to which it or they
may be entitled.
F. Entire Agreement. This Agreement (including all attachments hereto)
comprises the entire agreement between the parties hereto as to the subject
matter hereof and supersedes all prior agreements and understandings between
them relating thereto. Each party may extend the time for, or waive the
performance of, any of the obligations of the other, waive any inaccuracies in
the representations or warranties of the other, or waive compliance by the other
with any of the covenants or conditions contained in this Agreement, but only by
an instrument in writing signed by the party granting such extension or waiver.
G. Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed to be a part
of this Agreement.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement, all as of the day and year first above written.
Signature Page to Stock Allocation Agreement dated as of June 30, 1998
Relating to AccuImage Diagnostics Corp. and AccuImage, Inc.
[Excluded]
