AGREEMENT
This Agreement entered into this 9th day of July, 1991 by and
between Vindicator of Florida, Inc. ("Vindicator") and MDS Health Group Inc., a
Delaware corporation ("MDS").
WHEREAS MDS Health Group Limited, a Canadian corporation and parent company
of MDS, is in the process of negotiating for the purchase of Nordion
Intentional, Inc., a Canadian corporation and,
WHEREAS Nordion has entered into an agreement with Vindicator whereby
Vindicator has agreed to pay to Nordion $2.1 million dollars (US), without
interest, on September 5, 1994 and,
WHEREAS MDS has agreed, in a separate agreement, to loan to Vindicator
$300,000 (US), such loan to be evidenced by a $300,000 Convertible Subordinated
Debenture dated July 1, 1991 ("Debenture").
In consideration of NMS's agreement to the purchase of the Debenture,
Vindicator hereby agrees as follows:
In the event MDS acquires a controlling interest in Nordion, by way of a
stock or asset purchase agreement, Vindicator will grant to RDS or Nordion the
right to convert the $2.1 million indebtedness at any time prior to the due date
into shares of Common Stock of Vindicator at the conversion rate of one fully
paid and non-assessable share of Common Stock for each $4.50 of such
indebtedness. Fractional shares shall not be issued.
In the event the Company at any time or from time to time after the Closing
Date effects a subdivision or combination of its outstanding Common Stock into a
greater or lesser number of shares or grants a dividend payable in Common Stock
of the Company, then and in each such event the Conversion Rate shall be
increased or decreased proportionately.
The Company shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock solely for the purpose of
effecting the conversion of the aforesaid indebtedness such number of its shares
of Common Stock as shall from time to time be sufficient to effect the
Conversion of such indebtedness; and if at any time the number of authorized but
unissued shares of Common Stock shall not be sufficient to effect such
conversion, the Company will take such corporate action as may, in the opinion
of its counsel, be necessary to increase its authorized but unissued shares of
Common Stock to such number of shares as shall be sufficient for such purpose.
VINDICATOR OF FLORIDA, INC.
By: /s/ Xxx X. Xxxxxxx
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Accepted By:
/s/
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MDS Health Group Inc.
