STOCK PURCHASE OPTION AGREEMENT
EXHIBIT
2.2
This
Stock Purchase Option Agreement (the "Agreement") is made this 8th day of
December, 2008 by and between InMedica Development Corporation, a Utah
corporation (the "Corporation"), and Law Investments CR, S.A., a Costa Rica
corporation (the "Optionee").
WHEREAS, the Corporation is a publicly
traded entity that has registered its common stock under the Securities and
Exchange Act of 0000 (xxx "Xxxxxxxx Xxx");
WHEREAS, the Optionee wishes to acquire
an option to purchase shares of common stock from the Corporation under certain
terms and conditions;
WHEREAS, the Corporation wishes to
become the sole member of VM, a recently formed Nevada limited liability company
that has no assets;
NOW THEREFORE, the parties hereto agree
as follows;
1. The Corporation
hereby grants to the Optionee an option (the "Option") to purchase a
total of Fifteen Million (15,000,000) restricted shares of common stock of the
Corporation (the "Shares") on the terms and conditions set forth
hereinafter.
2. The exercise price for
purchase of the Shares pursuant to the Option described in this Agreement shall
be $0.0075 per Share.
3. The Option described in
this Agreement shall not be exercisable after December 31, 2009 (herein referred
to as the "Expiration Date").
4. The Option described in
this Agreement is exercisable with respect to all, or from time to time with
respect to any portion, of the Shares by delivering written notice of such
exercise to the principal office of the Secretary of the Corporation; provided
however, that the minimum number of Shares which may be purchased shall be Three
Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three
(3,333,333) for a minimum purchase of Twenty-Five Thousand dollars ($25,000),
except the final exercise of the Option for the purchase of 1,666,667 shares for
$12,500. Each such notice shall be accompanied by payment in
full of the Option price of such Shares payable in certified funds. The
Corporation shall issue and deliver the Shares to the Optionee within ten (10)
calendar days of receipt of the above described written notice and
payment.
5. The rights and
obligations of the Optionee pursuant to and under the Option described in this
Agreement may be assigned or transferred by the Optionee without the consent of
the Corporation.
6. If the exercise of the
Option to purchase the Shares hereunder is not registered under the Securities
Act of 1933 (the "Securities Act"), but an exemption is available, which
requires an investment or other representation, the Optionee shall represent and
agree at the time of exercise that the Shares being acquired as a result of
exercising the Option described in this Agreement are being acquired for
investment, and not with a view to the sale or distribution thereof, and
shall make such other representations as are deemed necessary or
appropriate by the Corporation and its counsel. No Shares acquired by exercise
of this Option shall be sold or otherwise disposed of in violation of any
federal or state securities law or regulation in the United States. Corporation
has made no commitment herein or otherwise to register the Shares. In addition,
the Optionee agrees that the following legend will be included on the
certificate representing the Shares:
“THE
SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN
OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH
REGISTRATION IS NOT REQUIRED.”
7. During the term of this
Agreement the Corporation shall not remove Xxxxxx Xxxxxxxx as the sole Manager
of VM.
8. Optionee agrees that it
and its affiliates, including Xxxxxx Xxxxxxxx, shall not acquire, in the
aggregate, more than Eighty-Eight Percent (88%) of the Corporation's outstanding
capital stock until such time as VM has been funded with new capital at least
One Million Five Hundred Thousand Dollars ($1,500,000) by Optionee, its
affiliates or third parties referred by Optionee or Xxxxxx Xxxxxxxx. The funds
generated from the exercise of this Option shall count toward the
$1,500,000.
9. Optionee
agrees that the Shares, which may be purchased by it or its assignee shall not
be entitled to participate in any manner whatsoever from the sale or
commercialization of the “Hematocrit Technology” owned by thee Corporation’s
subsidiary MicroCor, Inc., (“MicroCor”) or any spin off, merger, liquidation, or
dissolution or a sale of all or substantially all of the Microform assets or
similar event or events, resulting in the disposition of the Hematocrit
Technology, all as set forth in the disposition of the Hematocrit Technology,
all as set forth in Paragraph 2 of the agreement dated this even date between
the Corporation, MicroCor, Law Investments CR, S.A., and SNG Consulting
LLC.
10.
a. Any
controversy or claim arising out of or relating to this Agreement, except for a
request for injunctive relief, shall be settled by arbitration in the Salt Lake
City metropolitan area in accordance with the then governing rules of the
American Arbitration Association. The party to whom the
arbitrator or arbitration panel makes an award shall be entitled to receive as
part of the award the reasonable cost of its attorney fees and litigation
expenses. Judgment upon the award rendered in the arbitration may be
enforced in court described in Paragraph 9(b) below of this
Agreement.
b. This
Agreement shall be governed by and interpreted in accordance with the laws of
the State of Utah, United States of America. The parties hereby
expressly agree that the proper venue for any claim or cause of action by the
parties shall be Utah District Court (Third District: Salt Lake County)
and the each party upon execution of this Agreement consents to the service of
process from such court.
c.
No modification or amendment of this Agreement shall be valid unless it is in
writing and signed by both parties hereto.
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d.
This Agreement constitutes the entire agreement between the parties and
supersedes all prior agreements and understandings with respect to the matters
set forth herein between the Corporation and Optionee.
e.
The waiver by either party of a breach of any term of this Agreement shall not
operate as, or be construed as, a waiver of any subsequent breach.
f.
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 instrument.
IN WITNESS WHEREOF, this Stock Purchase
Option Agreement has been executed as of the day and year first written
above.
| INMEDICA DEVELOPMENT CORPORATION | ||
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| By: | /s/ Xxxxx X. Xxxxx | |
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| Xxxxx X. Xxxxx, Chairman | ||
| LAW INVESTMENTS CR, S.A. | ||
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| By: | /s/ Xxxxxx Xxxxxxxx | |
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| Xxxxxx Xxxxxxxx, Manager | ||
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