ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 29th, 2005 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • California
This ASSET PURCHASE AGREEMENT dated as of December 9, 2005, is by and between MEDICINE MADE EASY, a California corporation (“Buyer”), and PRIORITY PHARMACY, INC., a California corporation (“Seller”), The David C. Zeiger Trust UTD 4/30/93 (the “Seller’s Shareholder”), David C. Zeiger (“David”) and Peter Ellman (“Peter”).
5,000,000 Shares ALLION HEALTHCARE, INC. COMMON STOCK UNDERWRITING AGREEMENT Dated January [ ], 2006Underwriting Agreement • December 29th, 2005 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
Introduction. Allion Healthcare, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), and certain stockholders of the Company (the “Selling Stockholders”) named in Schedule B hereto severally propose to sell to the several Underwriters, an aggregate of 5,000,000 shares of the common stock, par value $0.001 per share, of the Company (the “Firm Shares”), of which [ ] shares are to be issued and sold by the Company and [ ] shares are to be sold by the Selling Stockholders, with each Selling Stockholder selling the number of shares set forth opposite such Selling Stockholder’s name in Schedule B hereto.
