AMENDED AND RESTATED STOCK PURCHASE AGREEMENT by and among SONUS PHARMACEUTICALS, INC. and SELLERS MANAGERS COMPANY OPTION HOLDERS COMPANY WARRANT HOLDERS and SELLERS’ AGENT Dated as of December 22, 2004Stock Purchase Agreement • December 28th, 2004 • Sonus Pharmaceuticals Inc • In vitro & in vivo diagnostic substances • Delaware
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT, dated as of 22 December, 2004 (“Agreement”), by and among (i) the individuals listed in part 1 of Schedule 1 (the “Managers”); (ii) the individuals and legal entities listed in part 2 of Schedule 1 (collectively, the “Sellers” and, individually, a “Seller”); (iii) the individuals listed in part 3 of Schedule 1 (the “Company Option Holders”); (iv) the individuals listed in part 4 of Schedule 1, but excluding the Company Option Holders and Company Warrant Holders set forth on Schedule 5.22 hereof (the “Company Warrant Holders”) (together with the Company Option Holders, collectively the “Derivative Securities Holders” and individually a “Derivative Securities Holder”); (v) such Person to be designated by the Sellers, subject to the approval of the Buyer, which approval shall not be unreasonably withheld, within fifteen (15) days following the date of this Agreement, which Persons shall agree to become parties to this Agreement as Sellers’ tr
EXHIBIT A FORM OF STOCKHOLDERS AGREEMENTForm of Stockholders Agreement • December 28th, 2004 • Sonus Pharmaceuticals Inc • In vitro & in vivo diagnostic substances • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of , 2005 by and between Sonus Pharmaceuticals,Inc., a Delaware corporation (“Buyer”), and the undersigned Stockholders of Buyer (collectively the”Stockholders”) with reference to the following recitals.
