PURCHASE RIGHTS AGREEMENT
This PURCHASE RIGHTS AGREEMENT ("Agreement") is entered into this 12th
day of January, 1998, by and between HealthMed, Inc., a Nevada corporation
("Purchaser") and Xxxxx Xxxx, M.D. ("Seller").
RECITALS
X. XXXXX Pharmaceuticals, a California corporation (the "Corporation")
presently has outstanding two classes of common stock (individually, "Class A
Shares" and "Class B Shares" and collectively, the "Shares"), of which 1,918,400
derivative Class A Shares and 375,000 of derivative Class B Shares have been
granted to Seller (the "Derivative Shares"), a schedule of the Derivative Shares
granted to Seller and as reflected on Seller's January 5, 1998 Form 4 filing is
appended hereto as Exhibit A and incorporated herein by this reference.
B. The Derivative Shares are collectively the only issued and
outstanding derivative capital stock of the Corporation held by Seller.
C. The parties hereto are parties to that certain Stock Purchase
Agreement dated of even date herewith, which agreement is appended hereto as
Exhibit B and incorporated herein by this reference.
D. As and for the consideration hereinafter set forth, the Seller
desires to exercise the Derivative Shares in his sole and absolute discretion
and thereafter deliver to the Purchaser thirty one and one-half percent (31.5%)
of the exercised Derivative Shares or thirty one and one-half percent (31.5%) of
the net proceeds from exercise and sale of the Derivative Shares owned by
Seller, or exercise Purchaser's right to exercise the Derivative Shares in the
event of Seller's permanent incapacity or death, on the terms and subject to the
conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the covenants and conditions
contained herein, the rights and obligations of Purchaser and Seller as set
forth in the Stock Purchase Agreement by and between Seller and Purchaser of
even date herewith, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Purchase Participation.
1.1 Exercise of Derivative Shares. For good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged by
Seller, Seller hereby grants to Purchaser the irrevocable right, for the period
and on the terms herein set forth, to receive thirty
1
one and one-half percent (31.5%) of the Net Proceeds (as hereinafter defined)
from Seller's exercise and sale of the Derivative Shares.
1.2 Net Proceeds. "Net Proceeds" shall mean the gross proceeds
from the Seller's exercise and sale of the Derivative Shares, less the (i)
exercise price paid (or payable in a cashless exercise) by Seller; (ii) broker's
commissions, expenses and costs incurred by Seller in connection with the sale
of the Derivative Shares; and (iii) federal and state income taxes on the
exercise of the Derivative Shares paid or payable by Seller.
1.3 Seller Warranty Not to Encumber. Seller warrants and
undertakes that during the term of this Agreement, he shall not assign or
encumber the Derivative Shares or any rights in them, nor make any commitment
with respect thereto inconsistent with the terms of this Agreement.
1.4 Expiration Date. This Agreement shall expire at midnight
on June 21, 2007 (the "expiration date").
1.5 Method of Exercise. Concurrently with the execution
hereof, the parties hereto shall open three (3) brokerage accounts at Xxxxxx
Xxxxxxx & Co., Inc., 00 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
telephone no. (000) 000-0000 (the "Brokerage") and Seller shall deliver notice
and supporting documentation to the Brokerage depositing the Derivative Shares,
as follows: (i) a joint account of Seller and Purchaser; (ii) an account of
Seller ("Seller's Account"); and (iii) and account of Purchaser ("Purchaser's
Account"). Thereafter, and during the term of this Agreement, the Brokerage
shall execute each and every exercise of the Derivative Shares and deliver the
Net Proceeds to Purchaser and Seller as follows: (a) thirty one and one-half
percent (31.5%) to Purchaser's Account ("Purchaser's Interest"), and (b) the
balance to Seller's Account ("Seller's Interest"). This Derivative Shares shall
be exercisable, on or before the expiration date, by written notice sent to
Purchaser by facsimile transmission or sent by registered mail, return receipt
requested, addressed as hereinafter set forth, notifying Purchaser of such
exercise and its right to participation in the Net Proceeds thereof.
1.6 Deliveries. If Seller exercises his option to purchase and
sale the Derivative Shares as aforesaid, the Brokerage shall (i) deposit
Purchaser's Interest into the Purchaser's Account within three (3) days after
the purchase and sale of the Derivative Shares; and (ii) deposit Seller's
Interest into the Seller's Account within three (3) days after the purchase and
sale of the Derivative Shares; provided that in the event Purchaser shall not
timely receive the Purchaser's Interest, Seller shall thereafter have three (3)
days in which to deposit into the Purchaser's Account the Purchaser's Interest.
1.7 Adjustments. In the event of any change in the Shares by
reason of any stock dividend, recapitalization, splitup, combination or exchange
of shares, or of any similar change affecting the Derivative Shares, then in any
such event, the number and kind of shares subject to this Agreement shall be
appropriately adjusted consistent with such change in such
2
manner as to prevent substantial dilution or enlargement of the rights granted
to, or available for, the Purchaser hereunder.
1.8 No Rights as Shareholder. Purchaser shall have no rights
as a shareholder with respect to the Corporation prior to the date of exercise
of the Derivative Shares or the issuance of a certificate or certificates for
such shares.
1.9 Grant of Option. By execution of this Agreement, Seller
hereby grants to the Purchaser the option to cause the Seller, or Seller's
conservator, executor or authorized agent, to exercise all or a portion of the
Derivative Shares ("Option"), upon the terms and conditions set forth in this
subsection:
(i) The permanent incapacity of the Seller where
"permanent incapacity", as used herein, shall mean mental or physical
incapacity, or both, reasonably determined by the Corporation's Board of
Directors or the Purchaser based upon a certification of such incapacity by, in
the discretion of the Purchaser or the Corporation's Board of Directors, either
Seller's regularly attending physician or a duly licensed physician selected by
the Purchaser or the Corporation's Board of Directors, rendering the Seller
unable to perform substantially all of his duties hereunder or under his
employment relationship with the Corporation and which appears reasonably
certain to continue for at least three (3) consecutive months without
substantial improvement. Seller shall be deemed to have "become permanently
incapacitated" on the date either the Purchaser or the Corporation's Board of
Directors has determined that Seller is permanently incapacitated and so
notifies Seller.
(ii) The death of Seller during the term of this
Agreement.
1.10 Exercise of Option. Exercise of the option granted in
Section 1.9 of this Agreement shall be accomplished by written notice to the
Corporation and the Brokerage in accordance with Sections 1.5 and 1.6 of this
Agreement. Payment of the exercise price upon the exercise of the Option of the
Derivative Shares shall be made with funds of the Purchaser.
2. Representations and Warranties the Seller. As a material inducement
to the Purchaser to enter into this Agreement and purchase the Shares, the
Seller represents and warrants that:
2.1 Ownership of the Shares. Seller is the owner, beneficially
and of record, of the Shares being transferred pursuant to this Agreement free
and clear of all liens, charges, claims, encumbrances, security interests,
equities, restrictions on transfer or other defects in title of any kind or
description.
2.2 Authority to Enter into Agreements; Enforceability. Seller
has the right, power and authority to enter into and to carry out the terms and
provisions of this Agreement,
3
without obtaining the approval or consent of any other party or authority, and
this Agreement is a legal, valid and binding agreement of Seller, enforceable in
accordance with its terms.
2.3 No Conflict. The execution and performance of this
Agreement by Seller will not violate any agreement, promissory note, security
arrangement, order or other instrument to which Seller are a party or by which
Seller may be bound.
2.4 Litigation. To the best knowledge of Seller, there are no
suits, actions or legal, administrative, arbitration or other proceedings
pending, filed or initiated by or against the Corporation occurring since the
issuance of the Form 10K dated September 30, 1997.
2.5 Disclosure. Neither this Agreement nor any of the
schedules, attachments, written statements, documents, certificates, or other
items prepared or supplied to the Purchaser by or on behalf of the Seller with
respect to this purchase contain any untrue statement of a material fact or omit
a material fact necessary to make each statement contained herein or therein not
misleading. The Seller has not intentionally concealed any fact known by him to
have a material adverse effect upon the Corporation's existing or expected
financial condition, operating results, assets, customer relations, employee
relations, or business prospects taken as a whole.
3. Representations and Warranties of Purchaser. As a material
inducement to the Seller to enter into this Agreement and sell the Shares, the
Purchaser hereby represents and warrants to the Seller as follows:
3.1 Organization; Power. The Purchaser is a corporation duly
incorporated and validly existing under the laws of the State of California, and
has all requisite corporate power and authority to enter into this Agreement and
perform its obligations hereunder.
3.2 Authorization. The execution, delivery, and performance by
the Purchaser of this Agreement and all other agreements contemplated hereby to
which the Purchaser is a party have been duly and validly authorized by all
necessary corporate action of the Purchaser, and this Agreement and each such
other agreement, when executed and delivered by the parties thereto, will
constitute the legal, valid, and binding obligation of the Purchaser enforceable
against it in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, and similar statutes affecting creditors'
rights generally and judicial limits on equitable remedies.
3.3 No Conflict with Other Instruments or Agreements. The
execution, delivery, and performance by the Purchaser of this Agreement and all
other agreements contemplated hereby to which the Purchaser is a party will not
result in a breach or violation of, or constitute a default under, its Articles
of Incorporation or Bylaws or any material agreement to which the Purchaser is a
party or by which the Purchaser is bound.
4
3.4 Litigation. There are no actions, suits, proceedings, or
governmental investigations or inquiries pending or, to the knowledge of the
Purchaser, threatened against the Purchaser or its properties, assets,
operations, or businesses that might delay, prevent, or hinder the consummation
of this purchase.
3.5 Investment Representations.
3.5.1 The Purchaser is an "accredited investor" as
defined by the SEC's Rule 501(a), and the Purchaser has substantial experience
in evaluating and investing in private placement transactions of securities in
companies similar to the Corporation so that the Purchaser is capable of
evaluating the merits and risks of the Purchaser's investment in the Corporation
and has the capacity to protect the Purchaser's own interests.
3.5.2 The Purchaser is acquiring the Shares for
investment for the Purchaser's own account, not as a nominee or agent, and not
with the view to, or for resale in connection with, any distribution thereof.
The Purchaser understands that the Shares to be purchased have not been, and
will not be, registered under the Securities Act or the securities laws of any
state by reason of a specific exemption from the registration provisions of the
Securities Act and the applicable state securities laws, the availability of
which depends upon, among other things, the bona fide nature of the investment
intent and the accuracy of the Purchaser's representations as expressed herein.
The Purchaser is acquiring the Shares without expectation, desire, or need for
resale and not with the view toward distribution, resale, subdivision, or
fractionalization of the Shares.
3.5.3 During the course of the negotiation of this
Agreement, the Purchaser has had an opportunity to discuss the Corporation's
business, management and financial affairs with the Corporation's management and
the opportunity to review the Corporation's financial statements, books and
records, facilities and business plan. The Purchaser has also had an opportunity
to ask questions of officers of the Corporation, which questions were answered
to the Purchaser's satisfaction.
3.5.4 The Purchaser understands that the Shares to be
purchased have not been registered under Securities Act of 1933 ("1933 Act"), or
under any state securities law.
3.5.5 The Purchaser understands that the Shares cannot
be resold in a transaction to which the 1933 Act and state securities laws apply
unless (i) subsequently registered under the 1933 Act and applicable state
securities laws or (ii) exemptions from such registrations are available. The
Purchaser is aware of the provisions of Rule 144 promulgated under the 1933 Act
which permit limited resale of shares purchased in a private transaction subject
to the satisfaction of certain conditions.
3.5.6 The Purchaser understands that no public market
now exists for the Shares and that it is uncertain that a public market will
ever exist for the Shares.
5
3.5.7 The Purchaser understands that the certificates
for the Shares will bear the following legend:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933. THE CORPORATION WILL NOT TRANSFER THIS
CERTIFICATE UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION
COVERING THE SHARES REPRESENTED BY THIS CERTIFICATE UNDER THE
SECURITIES ACT OF 1933 AND ALL APPLICABLE STATE SECURITIES
LAWS, (ii) IT FIRST RECEIVES A LETTER FROM AN ATTORNEY,
ACCEPTABLE TO THE BOARD OF DIRECTORS OF THE CORPORATION OR ITS
AGENTS, STATING THAT IN THE OPINION OF THE ATTORNEY THE
PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE STATE
SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE PURSUANT TO
RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
3.6 Tax Liability. To the extent the Purchaser deems
necessary, the Purchaser has reviewed with the Purchaser's own tax advisors the
federal, state, local and foreign tax consequences of this investment and the
transactions contemplated by this Agreement. The Purchaser relies solely on such
advisors and not on any statements or representations of the Seller or any of
its agents. The Purchaser understands that the Purchaser (and not the Seller)
shall be responsible for the Purchaser's own tax liability that may arise as a
result of this investment or the transactions contemplated by this Agreement.
3.7 Disclosure. To the Purchaser's knowledge, this Agreement,
with the Exhibits hereto, when taken as a whole, does not contain any untrue
statement of a material fact concerning the Purchaser or omit to state a
material fact necessary in order to make the statements concerning the Purchaser
contained herein not misleading in light of the circumstances under which they
were made.
3.8 Compliance with Other Instruments. The execution, delivery
and performance of and compliance with this Agreement, and the issuance of
shares will not result in any material violation of, or conflict with, or
constitute a material default under, any Purchaser's articles of incorporation
or bylaws or any of the Purchaser's material agreements nor result in the
creation of any mortgage, pledge, lien, encumbrance or charge against any of the
assets or properties of the Corporation or the Shares.
4. Conditions Precedent to the Obligations of Purchaser. Each and every
obligation of the Purchaser under this Agreement is subject to the satisfaction,
at or before the Closing, of each of the following conditions:
6
4.1 Representations and Warranties; Performance. Each of the
representations and warranties made by the Seller herein will be true and
correct in all material respects as of the Closing with the same effect as
though made at that time except for changes contemplated, permitted, or required
by this Agreement; the Seller will have performed and complied with all
agreements, covenants, and conditions required by this Agreement to be performed
and complied with by them prior to the Closing; and the Purchaser will have
received, at the Closing, a certificate of the Seller, signed by the Seller,
stating that each of the representations and warranties made by the Seller
herein are true and correct in all material respects as of the Closing except
for changes contemplated, permitted, or required by this Agreement and that the
Seller has performed and complied with all agreements, covenants, and conditions
required by this Agreement to be performed and complied with by him prior to the
Closing.
4.2 Legal Opinion. Each and every obligation of the Purchaser
under this Agreement is subject to the delivery, at or before the Closing, of an
opinion of Xxxx, Forward, Xxxxxxxx & Scripps LLP, in form and content reasonably
acceptable to the Purchaser and its legal counsel, to the effect that (i) this
Agreement has been duly executed and delivered by Seller; (ii) this Agreement
and each other agreement contemplated hereby, when executed and delivered by the
parties thereto, will constitute the legal, valid, and binding obligation of the
Seller, enforceable against the Seller in accordance with its terms except as
the enforceability thereof may be limited by the application of bankruptcy,
insolvency, moratorium, or similar laws affecting the rights of creditors
generally or judicial limits on the right of specific performance; and (iii)
except as set forth in Schedule 4.2, the execution and delivery by the Seller of
this Agreement and all other agreements contemplated hereby to which the Seller
is a party, the offering and sale of the Shares hereunder and the fulfillment of
and compliance with the respective terms hereof and thereof by the Seller, do
not and will not (a) conflict with or result in a breach of the terms,
conditions or provisions of, (b) constitute a default under, (c) result in the
creation of any lien, security interest, charge, or encumbrance upon the capital
stock or assets of the Seller, (d) give any third party the right to accelerate
any obligation under, (e) result in a violation of, or (f) require any
authorization, consent, approval, exemption, or other action by or notice to any
court or administrative or governmental body, or any law, statute, rule, or
regulation to which the Seller is subject, or any agreement, instrument, order,
judgment, or decree to which the Seller is subject; (iv) to such counsel's
knowledge, Seller owns the Shares.
5. Conditions Precedent to the Obligations of Seller. Each and every
obligation of the Seller under this Agreement is subject to the satisfaction, at
the Closing, of each of the representations and warranties made by the Purchaser
herein and such representations will be true and correct in all material
respects as of the Closing with the same effect as though made at that time
except for changes contemplated, permitted, or required by this Agreement; the
Purchaser will have performed and complied with all agreements, covenants, and
conditions required by this Agreement to be performed and complied with by it
prior to the Closing; and the Sellers will have received, at the Closing, a
certificate of the Purchaser, signed by the President and the Secretary or the
Chief Financial Officer of the Purchaser, stating that each of the
representations and warranties made by the Purchaser herein is true and correct
in all material respects as of the
7
Closing except for changes contemplated, permitted, or required by this
Agreement and that the Purchaser has performed and complied with all agreements,
covenants, and conditions required by this Agreement to be performed and
complied with by it prior to the Closing.
6. Closing.
6.1 Time, Place, and Manner of Closing. Unless this Agreement
has been terminated and this transaction has been abandoned pursuant to the
provisions of Section 7, the closing ("Closing") will be held at the offices of
Xxxxx Xxxxxxx & Xxxx, or such other place as the parties may agree, on the date
that Seller shall exercise its right to purchase the Shares as hereinabove set
forth, the date that Purchaser instructs Seller to exercise the purchase of all
or some of the Derivative Shares as hereinabove set forth or as soon as
practicable after the satisfaction of the various conditions precedent to the
Closing set forth herein. At the Closing the parties to this Agreement will
exchange certificates and other instruments and documents in order to determine
whether the terms and conditions of this Agreement have been satisfied. Upon the
determination of each party that its conditions to consummate this purchase have
been satisfied or waived, the Brokerage shall deliver to the parties hereto
notice of the purchase and sale of the Derivative Shares sold and confirm the
deposits into the Purchaser's Account and the Seller's Account. After the
Closing, the Seller, at the Purchaser's cost, will execute, deliver, and
acknowledge all such further instruments of transfer and conveyance and will
perform all such other acts as the Purchaser may reasonably request to
effectively transfer and release the Purchaser's Interest.
6.2 Consummation of Closing. All acts, deliveries, and
confirmations comprising the Closing regardless of chronological sequence shall
be deemed to occur contemporaneously and simultaneously upon the occurrence of
the last act, delivery, or confirmation of the Closing and none of such acts,
deliveries, or confirmations shall be effective unless and until the last of the
same shall have occurred. The time of the Closing has been scheduled to
correspond with the close of business at the office of Xxxxx Xxxxxxx & Xxxx and,
regardless of when the last act, delivery, or confirmation of the Closing shall
take place, the purchase and sale of the Derivative Shares shall be deemed to
occur as of the close of business at the office of Xxxxx Xxxxxxx & Xxxx on the
date of the Closing.
7. Termination.
7.1 Termination Without Cause. Anything herein or elsewhere to
the contrary notwithstanding, this Agreement may be terminated and abandoned at
any time without further obligation or liability on the part of any party in
favor of any other by mutual consent of the Purchaser and the Seller.
7.2 Termination Date. This Agreement shall automatically
terminate on as set forth in paragraph 1.4 above.
8
8. Miscellaneous Provisions.
8.1 Amendment and Modification. Subject to applicable law,
this Agreement may be amended, modified, or supplemented only by a written
agreement signed by the Purchaser and the Seller.
8.2 Waiver of Compliance; Consents
8.2.1 Any failure of any party to comply with any
obligation, covenant, agreement, or condition herein may be waived by the party
entitled to the performance of such obligation, covenant, or agreement or who
has the benefit of such condition, but such waiver or failure to insist upon
strict compliance with such obligation, covenant, agreement, or condition will
not operate as a waiver of, or estoppel with respect to, any subsequent or other
failure.
8.2.2 Whenever this Agreement requires or permits
consent by or on behalf of any party hereto, such consent will be given in a
manner consistent with the requirements for a waiver of compliance as set forth
above.
8.3 Payment of Fees and Expenses. Each party to this Agreement
will be responsible for, and will pay, all of its own fees and expenses,
including those for its own counsel and accountants, incurred in the
negotiation, preparation, and consumption of this Agreement and this purchase
and sale.
8.4 Costs. Each party hereto shall bear, pay and discharge all
of his/its respective expenses incurred in connection with the execution and
performance of this Agreement, except as otherwise provided specifically herein.
8.5 Entire Agreement; Successors and Assigns; and Amendment;
Third Parties. This Agreement and the exhibits appended hereto constitute the
entire agreement between the parties concerning the subject matter hereof and no
party shall be liable or bound to the other in any manner by any warranties,
representations or covenants except as specifically set forth herein. Any
previous or concurrent agreement among the parties with respect to the subject
matter hereof is superseded by this Agreement and the exhibits appended hereto.
The terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective executors, administrators, heirs, successors and
assigns of the parties. Except as expressly provided herein, nothing in this
Agreement, express or implied, is intended to confer upon any party, other than
the parties hereto, any rights, remedies, obligations or liabilities under or by
reason of this Agreement.
8.6 Governing Law and Consent to Jurisdiction. This Agreement
shall be governed by and construed in accordance with the laws of the State of
California. The parties irrevocably (i) submit to the exclusive jurisdiction of
the state courts of the State of California over any action or proceeding
arising out of a breach of this Agreement, (ii) agree that all claims in respect
of such action or proceeding may be heard and determined in such courts, (iii)
waive, to
9
the fullest extent they may effectively do so, the defense of an inconvenient or
inappropriate forum to the maintenance of such action or proceeding, and (iv)
waive any defense based on lack of personal jurisdiction for any such purpose.
8.7 Legal Action and Fees. In the event of any controversy,
claim or dispute between the parties hereto arising out of or relating to this
Agreement, the prevailing party shall be entitled to recovery from the
non-prevailing party its reasonable expenses, including but not limited to its
reasonable attorneys' fees.
8.8 Headings. The headings of the sections of this Agreement
are for convenience only and shall not determine the interpretation of this
Agreement.
8.9 Notices. Any notice required or permitted hereunder shall
be given in writing and shall be deemed effectively given upon personal
delivery, 24 hours after transmission by telecopy, telex, or five (5) days after
deposit in the United States mail by registered or certified mail, addressed as
set forth below or at such other address as such party may designate by ten (10)
days' advance written notice to the other party:
If to Seller: Xxxxx Xxxx, M.D.
0000 Xx Xxxxx Xxxxxx Xxxx
Xx Xxxxx, Xxxxxxxxxx 00000
If to Purchaser: HealthMed, Inc.
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attention: President
8.10 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 instrument.
8.11 Other Documents. Seller shall, at any time after the
Closing and upon the request of the Purchaser or the Corporation, execute and
deliver to the Purchaser or the Corporation, as the case may be, such documents
or instruments of conveyance, license or assignment or take such other action as
is reasonably necessary to complete the transfer of the Shares or other
transactions contemplated by this Agreement or to perfect the interest of the
Purchaser therein. Further, the parties agree to take all actions and file such
documents required to comply with California securities laws.
8.12 Legal Advice. The parties hereby acknowledge that they
have received independent legal advice from attorneys of their choice with
respect to the advisability of executing this Agreement and the related
documents affecting this transaction. Prior to the execution of this Agreement,
each of the parties' attorneys reviewed this Agreement and
10
discussed the Agreement with such party, and each party made all desired
changes. Each of the parties and their attorneys have made such investigation of
the facts pertaining to this Agreement and all of the matters appertaining
thereto as they deemed necessary. Each of the parties certifies that it has read
this Agreement, and fully understands this Agreement and that it has executed it
voluntarily, free of any duress, force or undue influence of any party or any
person.
8.13 Injunctive Relief. The parties hereby acknowledge and
agree that any default under Section 1 above will cause damage to the Purchaser
in an amount difficult to ascertain. Accordingly, in addition to any other
relief to which the Purchaser may be entitled, the Purchaser shall be entitled
to such injunctive relief as may be ordered by any court of competent
jurisdiction including, but not limited to, an injunction restraining any
violation of Section 1 above and without the proof of actual damages.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first set forth above.
SELLER:
---------------------------------
XXXXX XXXX, M.D.
PURCHASER:
HEALTHMED, INC.
By:_________________________________
Xxxxxxxx X. Xxxxx
Its: President & Secretary
AGREED TO AND ACKNOWLEDGED BY
PARAGRAPHS 1.5 AND 1.6 ONLY:
XXXXXX XXXXXXX & CO., INC.
By:______________________________________
Print Name:________________
Its: Authorized Officer
11
CONSENT OF SPOUSE, COHABITANT OR DOMESTIC PARTNER
The undersigned spouse, cohabitant or domestic partner of the
Shareholder acknowledges on her behalf that: I have read the foregoing Agreement
and I know its contents. I am aware that by its provisions that my spouse,
cohabitant or domestic partner grants Purchaser an interest in his Shares in the
Company, including my community interest in them. I hereby consent to and
approve of the provisions of the Agreement, and agree that those Shares and my
interest in them are subject to the provisions of the Agreement and that I will
take no action at any time to hinder operation of the Agreement on those Shares
or my interest in them.
Signature:__________________________________
Print Name:____________________________
12
EXHIBIT A
13
EXHIBIT B
14
