STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of
February 19, 1993, is made by and between IOMED, Inc., a Utah corporation (the
"Company"), Newtek Ventures, a California limited partnership ("Newtek"), MBW
Venture Partners, Limited Partnership, a Michigan limited partnership
("MBWVP"),, Michigan Investment Fund, L.P., a Michigan limited partnership
("MIF"), Interhealth Limited Partnership, a California limited partnership
("Interhealth"),, and Vadex-Panama, S.A., a Panamanian corporation ("Vadex").
MBWVP and MIF shall sometimes be referred to collectively herein as "MBW."
Newtek, MBW, Interhealth and Vadex shall sometimes be referred to individually
herein as an "Investor," and collectively as the "Investors."
A. The Company desires to issue and sell to the Investors, and
the Investors desire to purchase from the Company, shares of the Company's
common stock, $.001 par value (the "Common Stock"), and rights to acquire
additional shares of the Common Stock,, on the terms and subject to the
conditions set forth in this Agreement.
Accordingly, the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE OF COMMON STOCK AND COMMON STOCK RIGHTS
1.1 Common Stock. On the terms and subject to the conditions set
forth in this Agreement, at the Closing (as defined below) the Company agrees to
sell to the Investors, and the Investors agree, severally and not jointly, to
purchase from the Company, the number of shares of Common Stock set forth below
each Investor's name on the signature pages of this Agreement. At the Closing,
title to such shares of Common Stock shall pass to the Investors, who, as record
and beneficial owners, shall thereafter be entitled to exercise all rights with
respect to their ownership of such shares.
1.2 Common Stock Rights.
(a) Each share of Common Stock purchased by the
Investors hereunder shall be accompanied by a contingent right (a "Common Stock
Right") to receive from the Company on February 19, 1994, automatically, without
any further action being required on the part of any such Investor and without
the payment of any additional consideration other than the Purchase Price (as
defined below), the Applicable Number (as defined below) of newly issued shares
of Common Stock, in the event, but only in the event, that the closing of an
initial public offering of the Company's Common Stock that meets the conditions
set forth in Section 1.2(b) below has not occurred prior to such date.
(b) Each Common Stock Right shall automatically
terminate and cease to be of any further force and effect, without any liability
on the part of the Company or any of its officers or directors, upon the closing
of the initial public offering of the Company's Common Stock in which the
Company receives proceeds (net of any underwriting discounts and commissions but
prior to the deduction of any other offering expenses) in excess of $5,000,000
and in which the public offering price is not less than $2.00 per share (as
adjusted to reflect stock splits, combinations or the like).
(c) As used herein, "Applicable Number" shall be the
number of shares equal to the product of One Dollar ($1.00) divided by the
"Conversion Price." The "Conversion Price" shall initially be One Dollar
($1.00); provided, however, that in the event that, on or before February 14,
1994, the Company shall issue shares of its Common Stock, or securities
convertible into or exchangeable for its Common Stock, in a transaction the
primary purpose of which is to raise capital-for a price per share (the
"Subsequent Issue Price") less than the Conversion Price in effect immediately
prior to such issuance, the Conversion Price shall be adjusted by multiplying
such Conversion Price by a fraction (1) the numerator of which shall be the
number of shares of Common Stock outstanding immediately prior to such issuance
plus the number of shares of Common Stock which the aggregate consideration
received by the Company for the total number of shares so issued would purchase
at such Conversion Price, and (2) the denominator of which shall be the number
of shares of Common Stock outstanding immediately prior to such issue plus the
number of such shares of Common Stock so issued or sold.
(d) For purposes of determining a new Conversion
Price pursuant to Section 1.2(c) above, shares of Common Stock issuable upon the
exercise or conversion of outstanding securities of the Company which are, by
their terms, exercisable or convertible into Common Stock shall be taken into
account but only to the extent that (i) such securities have been exercised,
converted or exchanged or (ii) the consideration to be paid upon such exercise
or conversion per share of underlying Common Stock is less than (including zero)
or equal to the Subsequent Issue Price.
(e) No fractional shares shall be issuable upon
maturity of the Common Stock Rights held by any Investor. In lieu thereof, the
Company shall round up to the nearest whole number of shares the aggregate
number of shares issuable upon maturity of the Common Stock Rights held by each
Investor.
(f) The number of shares of Common Stock issuable
upon maturity of the Common Stock Rights shall be equitably adjusted to account
for any stock splits, combinations or the like.
1.3 No Rights as Shareholder. The Common Stock Rights shall
not entitle any holder thereof to any rights as a shareholder of the Company
until such time, if ever, that shares of Common Stock are issued to such holder
pursuant to the maturity of such Common Stock Rights.
1.4 Purchase Price. The purchase price for the Common Stock
and the accompanying Common Stock Rights being purchased hereunder shall be Two
Dollars ($2.00) per unit (the "Purchase Price"), each unit consisting of one
share of Common Stock and one Common Stock Right.
1.5 Closing. The closing of the transactions contemplated by
this Agreement (the "Closing") shall take place at the offices of the Company on
February 19, 1993, or on such later date as may be mutually agreed upon by the
parties. At the Closing, the Company shall deliver to each Investor one or more
certificates evidencing the shares of Common Stock being purchased by such
Investor hereunder against receipt from such Investor of a check, made payable
to the Company, in an amount equal to the Purchase Price multiplied by the
number of shares of Common Stock and accompanying Common Stock Rights being
purchased by such Investor; provided, however, that the consideration payable by
Newtek and MBWVP shall be payable first by the . cancellation of any outstanding
indebtedness owed to such Investors by the Company at the Closing, and the
balance, if any, shall be payable in cash.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to each of the
Investors as follows:
2.1 Organization, etc. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Utah and is qualified to do business as a foreign corporation and is in good
standing in each jurisdiction in which the failure to be so qualified would have
a material adverse effect on the business or financial condition of the Company.
2.2 Authorization, etc. The Company has full corporate power
and authority to enter into this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly and validly authorized,
executed and delivered by the Company, and constitutes the valid and binding
obligation of the Company, enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency or other similar laws
affecting creditors, rights and by general equitable principles.
2.3 Valid Issuance. The shares of Common Stock being purchased
by the Investors hereunder, when issued, sold and delivered in accordance with
the terms hereof for the consideration expressed herein, and the shares of
Common Stock, if any, that are issued upon the maturity of the Common Stock
Rights, when issued and delivered in accordance with the terms hereof, will be
duly and validly issued, fully paid and nonassessable and, based upon the
representations of the Investors in this Agreement, will be issued in compliance
with applicable state and federal securities laws.
2.4 No Violation. Neither the execution and delivery of this
Agreement by the Company nor its performance and consummation of the
transactions contemplated hereby will violate (a) any provision of the Articles
of Incorporation or the Bylaws of the Company or (b) any statute or law or any
judgment, decree, order, regulation or rule of any court or governmental agency
that is applicable to the Company.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE INVESTORS
Each of the Investors, on behalf of itself only and not on
behalf of any of the other Investors, hereby represents and warrants to the
Company as follows:
3.1 The Investor is experienced in evaluating and investing in
emerging companies such as the Company.
3.2 The Investor is acquiring the Common Stock and the
accompanying Common Stock Rights being issued pursuant to this Agreement
(collectively, the "Securities"), for its own account and not with a view to, or
for resale in connection with, any distribution. The Investor understands that
the Securities have not been registered under the Securities Act of 1933, as
amended (the "Act"), by reason of a specific exemption from the registration
provisions of the Act which depends upon, among other things, the bona fide
nature of the investment intent as expressed herein.
3.3 The Investor acknowledges that the Securities must be held
indefinitely unless subsequently registered under the Act or an exemption from
such registration is available. The Investor is aware of the provisions of Rule
144 promulgated under the Act and the limitations on resales of securities
imposed thereby.
3.4 The Investor Understands that no public market now exists
for any of the securities issued by the Company and that there can be no
assurances that a public market will ever exist for the Securities.
3.5 The Investor has had an opportunity to discuss the
Company's business, management and financial affairs with its management and an
opportunity to review the Company's facilities. The Investor understands that
such discussions were intended to describe the aspects of the Company's business
and prospects which it believes to be material but were not necessarily a
thorough or exhaustive description.
3.6 The Investor is a sophisticated investor with such
knowledge and experience in financial and business matters so as to be capable
of evaluating the merits and risks of a prospective investment in the Securities
and who is capable of bearing the economic risks of such investment.
3.7 The Investor, both by itself and through its agents, has
been solely responsible for the Investor's "due diligence,, investigation of the
Company and its management and business, for the analysis of the merits and
risks of this investment and of the fairness and desirability of the terms of
the investment; that in taking any action or performing any role relative to the
arranging of the proposed investment, such Investor has acted solely in the
Investor's interest, and that neither the Investor nor any of its agents or
employees has acted as an agent of the company, or as an issuer, underwriter,
broker, dealer or investment advisor relative to any of the Securities.
3.8 The Investor has had the opportunity to be advised by
legal counsel of the Investor's own choice in connection with the purchase of
the Securities and has either been advised by such counsel or concluded that
such advice is not required. The Investor acknowledges that Xxxxxxxx & Xxxxxxxx
is acting solely as counsel for the Company in connection therewith.
3.9 Each Investor acknowledges that the Common Stock issued
hereunder, including the shares of Common Stock, if any, issued upon maturity of
the Common Stock Rights, shall be endorsed with the following legend:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE -ACT-), AND NAY NOT BE SOLD, ASSIGNED OR TRANSFERRED EXCEPT (i)
PURSUANT TO A REGISTRATION STATEMENT UNDER THE ACT WHICH HAS BECOME EFFECTIVE
AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC
EXEMPTION FROM REGISTRATION UNDER THE ACT BUT ONLY UPON A HOLDER HEREOF FIRST
HAVING OBTAINED THE WRITTEN OPINION OF. COUNSEL To THE CORPORATION, OR OTHER
COUNSEL ACCEPTABLE To THE CORPORATIONR THAT THE PROPOSED DISPOSITION IS
CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE ACT AS WELL AS ANY APPLICABLE
"BLUE SKY" OR SIMILAR SECURITIES LAW.
The Company need not register a transfer of any of the
Securities, unless the conditions specified in the foregoing legend is
satisfied. -The Company may also instruct its transfer agent not to register the
transfer of any of the Securities unless the conditions specified in the
foregoing legend is satisfied.
3.10 Each Investor acknowledges that in no event will all or
any portion of the Common Stock Rights acquired by it hereunder be assignable
separate from the accompanying share(s) of Common Stock.
ARTICLE IV
REGISTRATION RIGHTS
4.1 Definitions. As used in this Article IV:
(a) The term "Registrable Securities" means the
Common Stock issued hereunder and issuable upon maturity of the Common Stock
Rights issued hereunder, and any like securities as may be issued in the future
to The CIT Group/Venture Capital, Inc. or any of its affiliates pursuant to a
written agreement which incorporates the terms of this Article IV, excluding in
all cases, however, any Registrable Securities sold by a person in a transaction
in which his rights under this Article IV are not assigned; provided, however,
that such shares of Common Stock shall only be treated as Registrable Securities
if and so long as they have not been sold to or through a broker or dealer or
underwriter in a public distribution or a public securities transaction.
(b) The term "Form S-31, means such form under the
Act as in effect on the date hereof or any registration form under the Act
subsequently adopted by the SEC which permits inclusion or incorporation of
substantial information by reference to other documents filed by the Company
with the SEC.
(c) The term "Holder" means each of the Investors and
any other person or entity that acquires any Registrable Securities in
compliance with Sections 3.9 and 4.6 hereof.
(d) The term "Initiating Holders" means any Holder or
Holders of not less than (i) 550,000 shares of Registrable Securities (as
adjusted for stock splits, combinations and the like), if measured prior to the
maturity of the Common Stock Rights, or (ii) 1,100,000 shares of Registrable
Securities (as adjusted for stock splits, combinations and the like), if
measured after the maturity of the Common Stock Rights.
(e) The term "SEC" means the Securities and Exchange
Commission or any successor agency thereto.
4.2 Requested Registration.
(a) In case the Company shall receive from Initiating
Holders, at any time after one hundred eighty (180) days following the first
registered public offering of Company's Common Stock, regardless of whether such
offering meets the threshold size and per share price levels set forth in
Section 1.2 above, a written request that the Company effect any registration,
qualification or compliance with respect to all of the Registrable Securities
then held by such Initiating Holders, the Company will:
(i) give written notice of the proposed
registration, qualification or compliance to all other Holders within ten (10)
days after receipt thereof; and
(ii) use its diligent best efforts to
effect, as soon as practicable, all such registrations, qualifications and
compliances as may be so requested and as would permit or facilitate the sale
and distribution of all of the Registrable Securities held by such Initiating
Holders, together with all of the Registrable Securities of any Holder or
Holders who joins in such request in a written request received by the Company
within thirty (30) days after such written notice is given; provided, that the
Company shall not be obligated to take any action to effect any such
registration, qualification, or compliance pursuant to this Section 4.2:
(A) In any particular jurisdiction
in which the Company would be required to execute a general consent to service
of process, to register as a dealer, or to cause any officer or employee of the
Company to register as a salesman in effecting such registration, qualification
or compliance;
(B) Within one hundred eighty (180)
days immediately following the effective date of any registration statement
pertaining to an underwritten public offering of securities of the Company for
its own account;
(C) After the Company has effected
one (1) such registration pursuant to this Section 4.2;
(D) If the Company shall furnish to
such Holders a certificate signed by the Chief Executive Officer of the Company
stating that in the good faith judgment of the Board of Directors it would be
seriously detrimental to the Company or its shareholders for a registration
statement to be filed in the near future, then the Company's obligation to use
its best efforts to register, qualify or comply under this Section 4.2 shall be
deferred for a period not to exceed one hundred eighty (180) days from the date
of receipt of written request from the Initiating Holders; or
(E) If taking any such action could
result in a registration statement being declared effective within one hundred
twenty (120) days of the effective date of any registration statement filed
pursuant to Section 7.2 of that certain Preferred Stock Purchase Agreement,
dated as of August 4, 1987, by and between the Company, Motion Control, Inc. and
the investors named therein (the "Preferred Stock Purchase Agreement").
Subject to the foregoing, the Company will use its best
efforts to file a registration statement covering the Registrable Securities as
soon as practicable after receipt of the request or requests of the Initiating
Holders.
(b) The Initiating Holders shall include in their
request made pursuant to this Section 4.2 the name, if any, of the underwriter
or underwriters that such Initiating Holders would propose, with the consent of
the Company (which consent shall not be unreasonably withheld), to employ in
connection with the public offering proposed to be made pursuant to the
registration requested, and the Company shall include such information in the
written notice referred to in clause (i) of Section 4.2(a). The right of any
Holder to registration pursuant to this Section 4.2 shall be conditioned on such
Holder's participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting. The Company shall (together with all
Holders proposing to distribute their securities through such underwriting)
enter into an underwriting agreement in customary form with the underwriter or
underwriters selected for such underwriting in the manner set forth above.
Notwithstanding-any other provision of this Section 4.2, if the underwriter
advises the Initiating Holders in writing that marketing factors require a
limitation of the number of shares to be underwritten, then the Initiating
Holders shall so advise all Holders of Registrable Securities and the number of
shares of Registrable Securities that may be included in the registration and
underwriting as determined by the underwriters, shall be allocated among all
Holders thereof in proportion, as nearly as practicable, to the respective
amounts of Registrable Securities held by such Holders at the time of filing the
registration statement. No Registrable Securities excluded from the underwriting
by reason of the underwriter's marketing limitation shall be included in such
registration.
4.3 Form S-3 Registration. In case the Company shall receive
from any Holder or Holders a written request or requests that the Company effect
a registration on Form S-3 and any related qualification or compliance
with-respect to all or a part of the Registrable Securities owned by such Holder
or Holders, the Company will:
(a) promptly give written notice of the proposed
registration, and any related qualification or compliance, to all other Holders;
and
(b) as soon as practicable, effect such registration
and all such qualifications and compliances as may be so requested and as would
permit or facilitate the sale and distribution of all or such portion of such
Holder's or Holders' Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any Holder or
Holders joining in such request as are specified in a written request given
within twenty (20) days after receipt of such written notice from the Company;
provided, however, that the Company shall not be obligated to effect any such
registration, qualification or compliance, pursuant to this Section 4.3: (i) if
the Company is not qualified as a registrant entitled to use Form S-3; (ii) if
the Holders propose to sell Registrable Securities at an aggregate sales price
to the public of less than $500,000; (iii) in any particular jurisdiction in
which the Company would be required to execute a general consent to service of
process in effecting such registration, qualification or compliance and in which
it has not already filed such a consent; (iv) if the Company has effected one
such registration pursuant to this Section 4.3 during the preceding twelve (12)
months; (v) if the Company has effected a registration on Form S-1 within the
preceding one hundred eighty (180) days, or (vi) if the date of such written
request occurs more than seven (7) years after the date hereof. Subject to the
foregoing, the -Company shall file a registration statement covering the
Registrable Securities and other securities so requested to be registered as
soon as practicable after receipt of the request or requests of the Holders.
Registrations effected pursuant to this Section 4.3 shall not be
counted as a Request for Registration effected pursuant to Section 4.2 hereof.
4.4 Company Registration.
(a) If at Any time, or from time to time, prior to
the date seven (7) years after the date hereof, the Company shall determine to
register any of its securities, either for its own account or for the account of
a security holder or holders, other than (i) a registration on Form S-1 or S-8
relating solely to employee benefit plans, or a registration on Form S-4
relating solely to an SEC Rule 145 transaction, or a registration on any other
form which does not include substantially the same information as would be
required to be included in a registration statement covering he sale of
Registrable Securities, or (ii) a registration pursuant to Sections 4.2 or 4.3
hereof, the company will:
(i) promptly give to each Holder written
notice thereof; and
(ii) include in such registration, and in any underwriting
involved therein, all the Registrable securities specified in any written
request or requests by any Holder or Holders received by the Company within
twenty (20) days after such written notice is given on the same terms and
conditions as the Common Stock, if any, otherwise being sold through the
underwriter in such registration.
(b) If the registration of which the Company gives
notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as a part of the written notice given
pursuant to clause (i) of Section 4.4(a). In such event the right of any Holder
to registration pursuant to this Section 4.4 shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such Holder's
Registrable securities in the underwriting to the extent provided herein. All
Holders proposing to distribute their Registrable Securities through such
underwriting shall enter into an underwriting agreement in customary form with
the underwriter or underwriters selected for such underwriting by the Company.
(c) Notwithstanding any other provision of this
Section 4.4, if the underwriter determines that marketing factors require a
limitation of the number of shares to be underwritten, the underwriter may limit
the amount of Registrable Securities to be included in the registration and
underwriting. The Company shall so advise all Holders of Registrable Securities
which would otherwise be registered and underwritten pursuant hereto, and the
number of shares of Registrable Securities that may be included in
the-registration and underwriting shall be allocated among all of the Holders,
in proportion, as nearly as practicable, to the amounts of Registrable
Securities held by such Holders at the time of filing the registration
statement. No Registrable Securities excluded from the underwriting by reason of
the underwriter's marketing limitation shall be included in such registration.
(d) Notwithstanding any other provision of this
Section 4.4. no Holder shall be entitled to include any Registrable Securities
in a registration pursuant to this Section 4.4 if and to the extent that such
inclusion would reduce the number of shares of Registrable Securities entitled
to participate in such registration pursuant to Section 7.2, 7.3 or 7.4 of the
Preferred Stock Purchase Agreement. The Company shall so advise all Holders of
Registrable Securities which would otherwise be registered pursuant hereto but
for the foregoing sentence, and the number of shares of Registrable Securities
that may be included in the registration shall be allocated among all of the
Holders, in proportion, as nearly as practicable, to the amounts of Registrable
Securities held by such Holders at the time of filing the registration
statement.
4.5 Expenses of Registration. All expenses incurred in
connection with any registration, qualification or compliance pursuant to this
Article IV, including without limitation, all registration, filing and
qualification fees, printing expenses, escrow fees, fees and disbursements of
counsel for the Company, accounting fees and expenses, and expenses of any
special audits incidental to or required by such registration, shall be borne by
the Company; provided, however, that the Company shall not be required to pay
underwriters, fees, discounts or commissions relating to Registrable Securities,
or any fees for counsel to the selling shareholders.
4.6 Transfer of Registration Rights. The rights to cause the
Company to register securities granted by the Company under Sections 4.2, 4.3
and 4.4 hereof may be assigned in writing by any Holder of Registrable
Securities to a transferee or assignee of not less than fifty thousand (50,000)
shares of the Registrable Securities (as appropriately adjusted from time to
time for stock splits and the like); provided, that such transfer may otherwise
be effected in accordance with the terms of this Agreement and applicable
securities laws; and provided further, that the Company is given written notice
by such holder of Registrable Securities at the time of or within a reasonable
time after said transfer, stating the name and address of said transferee or
assignee and identifying the securities .-.with respect to which such
registration rights are being assigned.
4.7 "Market Stand-off" Agreement. The Holders hereby agree not
to sell or otherwise transfer or dispose of any Registrable Securities held by
them during the one hundred eighty (180) day period following the effective date
of a registration statement of the Company filed under the Act; provided that:
(a) such agreement shall only apply to the first such
registration statement of the Company including shares of Common Stock (or other
securities) to be sold on its behalf to the public in an underwritten offering;
(b) such agreement shall not apply to any shares of
Registrable Securities that are included in such public offering in accordance
with the terms hereof; and
(c) all executive officers and directors of the
Company and all other persons with registration rights (whether or not granted
pursuant to this Agreement) enter into similar agreements.
The Company may impose stop-transfer instructions with respect
to the Registrable Securities subject to the foregoing restriction until the end
of said one hundred eighty (180) day period.
MISCELLANEOUS
5.1 Notice. Any notice or other communication required or
permitted hereunder shall be in writing and shall be delivered per.-tonally, by
facsimile or sent by certified, registered, or express mail, postage prepaid,
and shall be deemed given when so delivered personally or by facsimile or, if
mailed, three (3) days after the date of deposit in the United States mails, as
follows:
(i) if to the Company, to:
IOMED, Inc.
0000 Xxxx 0000 Xxxxx, Xxxxx X
Xxxx Xxxx Xxxx, Xxxx 00000
Attn: President
with a copy to:
Xxxxxxxx & Xxxxxxxx
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxx X. Xxxx, Esq.
(ii) if to the Investors, to:
their addresses specified on the records of the Company
5.2 Governing Law. This Agreement shall be governed by the
laws of the State of Utah, excluding the conflicts of laws provisions thereof.
5.3 Counterparts. This Agreement may be executed in any of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
5.4 Entire Agreement. This Agreement and the other documents
delivered pursuant hereto constitute the full and entire understanding and
agreement between the parties with regard to the subjects hereof and thereof.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first written above.
IOMED, INC.
a Utah Corporation
By: /s/ Xxx X. Xxxxxxxxxxx
Xxx X. Xxxxxxxxxxx
Chief Executive Officer
NEWTEK VENTURES
a California limited partnership
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Its: General Partner
250,000 shares of Common Stock
250,000 Common Stock Rights
MBW VENTURE PARTNERS, LIMITED PARTNERSHIP, a Michigan
Limited partnership
By: MBW Management Inc.
Its: Authorized Agent
By: /s/ Xxxxx X. Weering
Name: Xxxxx X. Weering
Its: Managing Director
192,000 shares of Common Stock
192,000 Common Stock Rights
MICHIGAN INVESTMENT FUND, L.P.,
a Michigan limited partnership
By: MBW Management Inc.
Its: Authorized Agent
By: /s/ Xxxxx X. Weering
Name: Xxxxx X. Weering
Its: Managing Director
57,500 shares of Common Stock
57,500 Common Stock Rights
INTERHEALTH LIMITED
PARTNERSHIP, a California
limited partnership
By: /s/ Xxxxxxxxx Xxxxxxxxx Ph.D.
Name: Xxxxxxxxx Xxxxxxxxx Ph.D.
Its: General & Limited Partner
175,000 shares of Common Stock
175,000 Common Stock Rights
VADEX-PANAMA, S.A., a
Panamanian corporation
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Its President
325,000 shares of Common Stock
325,000 Common Stock Rights
ASSIGNMENT AND ASSUMPTION AGREEMENT
This assignment and assumption agreement is entered into among
Vadex-Panama, S.A., a Panamanian corporation "Vadex"), Interhealth Limited
Partnership; a California limited partnership ("Interhealth"), and IOMED, Inc. ,
a Utah corporation ("IOMED").
1. Interhealth hereby assigns to Vadex all of its rights,
interests and obligations under the Stock Purchase Agreement, dated February 19,
1993, among IOMED, Vadex, Interhealth, and the other parties thereto (the
"Purchase Agreement").
2. In consideration of the foregoing, Vadex agrees to assume
and be bound by all the liabilities, obligations and duties of Interhealth under
the Purchase Agreement.
3. Vadex also agrees to be bound by all the provisions of the
Purchase Agreement relating to the foregoing assigned rights, interests and
obligations.
4. IOMED acknowledges and agrees to the assignment and
assumption on the terms set forth above.
IN WITNESS WHEREOF,, the Parties hereto have entered into this
Agreement as of this 12th day of March, 1993.
VADEX-PANAMA, S.A., a Panamanian corporation
By: /s/ Xxxxxxx Xxxxxxxx
Title: President
VADEX-PANAMA, S.A.
INTERHEALTH LIMITED PARTNERSHIP,
a California limited partnership
By: /s/ Xxxxxxxxx Xxxxxxxxx Ph.D.
Title: General and Limited Partner
INTERHEALTH LIMITED
IOMED, INC., a Utah corporation
By: /s/ Xxx X. Xxxxxxxxxxx
Title: CEO
