ASSIGNMENT AND ASSUMPTION AGREEMENT
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This Assignment and Assumption Agreement (the "Agreement") is effective
as of July 31, 2002 (the "Effective Date"), by and between Xxxx Xxxxxxxx
("Assignor") and Dragon Nominees Limited, a United Kingdom Company with its
registered office at 00 Xxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (the "Assignee").
Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed thereto in the Securities Purchase Agreement, dated as of July 12,
2002, by and between Mobile PET Systems, Inc., the Assignor and Integrated
Healthcare Management S.A. (the "Purchase Agreement").
WITNESSETH:
WHEREAS, Assignor is a party to the Purchase Agreement, whereby, among
other things, Assignor is purchasing Common Stock and Warrants from the Company
on the Closing Date; and
WHEREAS, pursuant to Section 7.08 of the Purchase Agreement, Assignor
wishes to assign his rights, interests and obligations under the Purchase
Agreement to Assignee, an Affiliate of Assignor;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, the parties hereto agree as follows:
1. Representations of Assignee.
Assignee hereby represents and warrants, as of the date hereof, that:
a. Assignee is acquiring the Common Shares and the Warrants (and any
Warrant Shares issued upon exercise of the Warrants) for investment for
Assignee's own account, and not with a view to the resale or distribution of any
part thereof; provided, however, that by making the representations herein,
Assignee does not agree to hold the Common Shares, Warrants or any Warrant
Shares for any minimum or other specific term and reserves the right to dispose
of the Common Shares, the Warrants and Warrant Shares at any time in accordance
with or pursuant to a registration statement or an exemption under the
Securities Act and in accordance with the applicable provisions of the
Registration Rights Agreement and the Warrants.
b. Assignee has had an opportunity to discuss the Company's business,
management, financial affairs and the terms and conditions of the sale of the
Common Shares and Warrants pursuant to the Purchase Agreement with the Company's
management. Assignee acknowledges receipt from the Company of copies of the
Company SEC Reports and such other information about the Company as Assignee or
its advisors have requested.
c. Assignee has such knowledge and experience in financial and
business matters that Assignee is capable of evaluating the merits and risks of
the transactions contemplated hereby, including the purchase of the Common
Shares, Warrants and the Warrant Shares.
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d. Assignee is able to bear the economic risk of acquiring Common
Shares, Warrants and the Warrant Shares and to hold the Common Shares, Warrants
and Warrant Shares acquired by Assignee pursuant to the Purchase Agreement for
an indefinite period of time.
e. Assignee is an "accredited investor" within the meaning of Rule 501
under the Securities Act.
f. Assignee is an "Affiliate" of Purchaser as such term is defined in
the Purchase Agreement.
2. Assignment and Assumption. Assignor hereby assigns to Assignee, and
Assignee hereby assumes the performance of and agrees to be bound by to the same
extent and in the same manner as the Assignor, all of the terms, conditions and
provisions of the Purchase Agreement. From and after the Effective Date, the
Assignee shall be deemed to be the Purchaser for all purposes under the Purchase
Agreement; provided, however, that this assignment does not relieve Assignor of
his obligations under the Purchase Agreement.
3. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without regard to that
state's conflict of laws principles.
4. Further Assurances. Each party hereto will execute and deliver such
instruments, certificates and other documents and take such other action as the
other party hereto may reasonably require in order to carry out this Agreement
and the transactions contemplated hereby.
5. Third Party Beneficiary. The parties hereto understand and agree that
Mobile PET Systems, Inc. is an intended third party beneficiary of the
provisions set forth in this Agreement.
6. General. This Agreement represents the entire understanding of the
parties with reference to the transactions set forth herein and supersedes all
prior negotiations, discussions, correspondences and communications between the
parties relating to the specific subject matters hereof. Each of the parties
hereby acknowledges and agrees that this Agreement shall be binding upon and
shall inure to the benefit of their respective successors, assignees,
administrators, executors, representatives and heirs. This Agreement may be
executed in counterparts, each of which shall be deemed an original and together
shall constitute the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
DRAGON NOMINEES LIMITED
By: /s/ Xxxx Xxxxxx
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Name:
Title:
