PURCHASE AGREEMENT
February
11, 2010
IAT
Reinsurance Company Ltd.
c/o Xxxxx
X. Xxxxxxx
000
Xxxxxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Ladies
and Gentlemen:
Reference
is made to that certain Purchase Agreement being entered into between IntegraMed
America, Inc. (the “Company”) and Xxxxx
Xxxxxxx & Co. and Xxxxxxxxx & Company LLC as the underwriters (the
“Underwriters”),
concurrently with this Purchase Agreement (the “Underwriting Purchase
Agreement”) providing for the issuance by the Company to the Underwriters
of 2,000,000 shares of Company Common Stock (the “Firm Shares”),
without giving effect to any exercise of the Underwriters’ over-allotment
option, for sale in a public offering at a price to the public of $7.50 per
share (the “Price to
the Public”), less an underwriting discount. Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed to them
in the Underwriting Purchase Agreement.
On the
terms and subject to the conditions set forth herein, IAT Reinsurance Company
Ltd. (the “Investor”) hereby
agrees to purchase from the Company 500,000 shares of Company Common Stock (the
“IAT Shares”)
at a price per share equal to the Price to the Public (without giving effect to
any underwriting discount), for a total purchase price of
$3,750,000.
The
Company hereby represents and warrants to the Investor all the same
representations and warranties contained in Section 2 of the Underwriting
Purchase Agreement, and agrees with and for the benefit of the Investor all the
same covenants and agreements contained in Section 4 (other than paragraphs (i)
and (j) thereof), mutatis mutandis, to the same extent as if such
representations and warranties, covenants and agreements were set forth herein
for the benefit of the Investor instead of the Underwriters (except that
references to the “Underwriting Purchase Agreement” therein shall be references
to this Purchase Agreement (the “Purchase Agreement”),
references to the “Securities” therein shall be references to the IAT Shares and
references to the “Underwriters” and “you” therein shall be references to the
Investor). The obligation of the Investor to purchase the IAT Shares from the
Company, and of the Company to sell the IAT Shares to the Investor, will be
subject to (i) the satisfaction of the conditions set forth in Section 5 of the
Underwriting Purchase Agreement (other than paragraphs (l) and (n) thereof) and
the concurrent closing of the sale of the Firm Shares under the terms set forth
in the Underwriting Purchase Agreement, (ii) the delivery to the Investor of
opinions of counsel to the Company by the same counsel and covering the same
matters as set forth in Sections 5(e) and (f) of the Underwriting Purchase
Agreement (except that references to the Underwriting Purchase Agreement therein
shall be references to this Purchase Agreement, references to the Securities
therein shall be references to the IAT Shares and references to the
“Underwriters” and “you” therein shall be references to the Investor) and (iii)
the delivery to the Investor of the officers’ certificate contemplated by
Section 5(i) of the Underwriting Purchase Agreement, and such obligations shall
terminate in the event that the Underwriting Purchase Agreement is
terminated. The Company shall cause the IAT Shares to be listed on
the NASDAQ Global Market immediately after the consummation of the transactions
contemplated hereby.
The
closing of the sale of the IAT Shares shall take place concurrently with the
closing of the sale of the Firm Shares under the terms set forth in the
Underwriting Purchase Agreement, (i) with payment for the IAT Shares to be made
to the Company by wire transfer of immediately available funds on the closing
date to the account identified (with all necessary wire transfer details) on
Exhibit A
hereto and (ii) with delivery of the IAT Shares registered in the name of the
Investor, or his designee, and free and clear of all liens (other than those
under applicable law and the “lock-up” agreement entered into between the
Investor and the Underwriters), with any transfer or stamp taxes duly paid, to
the Investor. In the event payment is made for the IAT Shares and the
closing of the sale of the Firm Shares does not take place, such payment shall
be returned to IAT.
This
Purchase Agreement shall terminate upon any termination of the Underwriting
Purchase Agreement.
If the
Company shall fail at the date of the closing to sell and deliver the number of
IAT Shares which it is obligated to sell hereunder, then this Purchase Agreement
shall terminate without any liability on the part of the Investor or the
Company.
This
Purchase Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
This
Purchase Agreement may be executed in one or more counterparts and, if executed
in more than one counterpart, the executed counterparts shall each be deemed to
be an original and all such counterparts together shall constitute one and the
same instrument.
[Signature
Page Follows]
4846-9544-6277.7
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Very
truly yours,
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INTEGRAMED
AMERICA, INC.
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By:
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/s/
Xxxxxx X. Xxxxx
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Name:
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Xxxxxx
X. Xxxxx
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Title
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Vice
President
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Accepted
and agreed to as of the date
first
above mentioned:
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IAT
Reinsurance
Company Ltd
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By:
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/s/
Xxxxx X. Xxxxxxx
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Name:
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Title
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