SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement ("Agreement") is entered into as of
the 2nd day of October, 2000, by and between Primedex Health Systems, Inc., a
New York corporation ("Buyer'), and Howard G. Berger, M.D. ("Seller"), with
reference to the following facts:
R E C I T A L S
A. Seller is obligated to Buyer in the amount of $1,000,000 (the
"debt") which is due February 28, 2002.
B. Seller owns $2,273,000 face amount of Buyer's 10% Series A
Convertible Subordinated Debentures due 2003 ("Debentures") which have a present
realizable value of $1,000,000.
C. Seller is willing to sell to Buyer the Debentures in consideration
of Buyer canceling the debt. Buyer will cancel the debt in exchange for the
Debentures.
THEREFORE, in consideration of the foregoing premises and the mutual
covenants set forth herein, Buyer and Seller hereby agree as follows:
1. SALE OF DEBENTURES.
(a) SALE AND PURCHASE. On the terms and subject to the
conditions set forth herein, Buyer hereby agrees to purchase, and Seller hereby
agrees to sell, the Debentures, free and clear of all liens, charges,
encumbrances and claims of any nature.
(b) PURCHASE PRICE. As full payment for the transfer and
sale of the Debentures to Buyer pursuant hereto Buyer hereby cancels, terminates
and extinguishes the debt.
2. REPRESENTATIONS BY SELLER. Seller hereby represents and warrants to
Buyer as follows:
(a) Seller has good and marketable title to the Debentures,
free and clear of all liens, claims, encumbrances and restrictions, legal or
equitable, of every kind. Seller has full and unrestricted legal right, power
and authority to sell, assign and transfer the Debentures to the Buyer in
accordance with this Agreement and, the delivery of certificates to Buyer in
accordance with Section 4 hereof will transfer valid title to the Debentures,
free and clear of all liens, encumbrances, claims and restrictions of every
kind.
(b) The execution, delivery and performance of this agreement
and the consummation of the transactions contemplated hereby will not (i)
violate any order, judgment, injunction, award or decree of any court,
arbitrator or governmental or regulatory body that is binding upon Seller, (ii)
violate any statute, law or regulation applicable to Seller with respect to the
transactions contemplated herein or (iii) conflict with, result in the breach of
the terms, conditions or provisions of or constitute a default, an event of
default or event creating rights of acceleration, termination or cancellation
under any note, instrument, agreement, mortgage, lease or other obligation to
which Seller is a party or to which any of the Debentures or any of Seller's
other properties, is subject.
(c) As a result of any act or failure to act by Seller, no
person or entity has, or as a result of the transactions contemplated hereby
will have, any right, interest or valid claim against or upon Buyer for any
commission, fee or compensation as a finder, broker or in any similar capacity.
3. REPRESENTATIONS BY BUYER. Buyer represents and warrants to Seller
as follows:
(a) Buyer is a corporation duly organized, validly existing
and in good standing under the laws of the State of New York and has the power
and lawful authority to enter into this Agreement and to consummate the
transactions provided for herein.
(b) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby, have been duly and validly
authorized by the board of directors of Buyer, and no other acts or proceedings
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on the part of Buyer will be necessary to authorize this Agreement or the
transaction contemplated hereby.
(c) The execution, delivery and performance of this Agreement
and the consummation of the transaction contemplated hereby will not (i) violate
any provision of the Articles of Incorporation of Buyer, (ii) violate any order,
judgment, injunction, award or decree of any court, arbitrator or governmental
or regulatory body that is binding upon Buyer, (iii) violate any statute, law or
regulation applicable to Buyer with respect to the transactions contemplated
herein or (iv) conflict with, result in a breach of the terms, conditions or
provisions of or constitute a default, an event of default or event creating
rights of acceleration, termination or cancellation under, any note, instrument,
agreement, mortgage, lease or other obligations to which Buyer is a party or to
which any of its properties is subject.
(d) As a result of any act or failure to act by Buyer, no
person or entity has, or as a result of the transactions contemplated hereby
will have, any right, interest or valid claim against or upon Seller for any
commission, fee or other compensation as a finder, broker or in any similar
capacity.
(e) There have not been any material adverse changes in the
business, assets, financial condition or prospects of Buyer that are not
disclosed in the annual Report on Form 10-K for the fiscal year ended October
31, 1999, as filed by Buyer with the Securities and Exchange Commission ("SEC"),
or in the Quarterly Report on Form 10-Q for the fiscal quarter ended July 31,
2000, as filed by Buyer with the SEC. Buyer has provided true and complete
copies of said 10-K and 10-Q Reports to Seller.
4. DELIVERY OF DEBENTURES. As soon as reasonably practicable following
the execution of this Agreement (a) Seller shall arrange for delivery to Buyer
of certificates representing the Debentures, duly endorsed as required to effect
said delivery, and (a) Buyer shall provide Seller with evidence of the
cancellation of the debt.
5. FURTHER ASSURANCES. At the Closing, and from time to time
thereafter, Seller shall execute and deliver to Buyer such other documents and
instruments, and take such other actions, as Buyer may reasonably request in
order to more fully vest in Buyer and to perfect its title to the Debentures.
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6. MISCELLANEOUS.
(a) NOTICES. All notices, requests, consents and other
communications required or permitted under this Agreement shall be in writing
(including communications transmitted by facsimile) and shall be (as elected by
the person giving such notice) hand delivered by messenger or courier service,
transmitted by facsimile or mailed by registered or certified mail (postage
prepaid), return receipt requested, addressed as follows:
If to Buyer: Primedex Health Systems, Inc.
1516 Cotner Avenue
Los Angeles, CA 90025
Attention: Howard G. Berger, M.D.,
President
Facsimile: 310-445-2980
If to Seller: Howard G. Berger, M.D.
1516 Cotner Avenue
Los Angeles, CA 90025
Facsimile: 310-445-2980
or to such other address or facsimile number as any party may designate by
notice complying with the terms of this Section 6(a). Each such notice shall be
deemed delivered (i) on the date delivered by personal delivery, (ii) on the
date of transmission with confirmation of transmission if by facsimile and (iii)
on the date upon which the return receipt as signed or delivery is refused or
the notice is designated by the postal authorities as not deliverable, as the
case may be, if mailed.
(b) SPECIFIC PERFORMANCE. The parties hereto acknowledge that
they have bargained for the performance of the specific duties and obligations
of each of the parties contained in this Agreement and that, in the event of a
default by any party hereunder, money damages will not adequately compensate the
injured party. Accordingly, each party hereto agrees and consents to the
specific performance of such party's duties and obligations hereunder by the
valid judgment or decree of a court of competent jurisdiction in the event of
such party's failure to perform such duties and obligations in accordance with
their terms.
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(c) SUCCESSORS IN INTEREST. This Agreement shall be binding
upon and shall inure to the benefit of the successors, assigns, personal
representatives, heirs and legatees of the respective parties hereto.
(d) CHOICE OF LAW. It is the intention of the parties that the
substantive laws of California shall govern the validity of the Agreement, the
construction of its terms and interpretation of the rights and duties of the
parties hereunder.
(e) SEVERABILITY. In the event any provision hereof shall be
invalid, illegal or unenforceable, the validity, legality or enforceabiltiy of
the remaining provisions shall not in any way be affected or impaired thereby.
(f) INTEGRATED AGREEMENT. The foregoing constitutes the entire
agreement of the parties on the subject hereof, and there are no agreements or
understandings between the parties relating to the sale of the Shares by Seller
to Buyer other than those set forth herein.
(g) COUNTER EXECUTION. Separate copies of this Agreement may
be signed by the parties hereto, with the same effect as though all of the
parties had signed one copy of this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Securities
Purchase Agreement as of the date first above written.
PRIMEDEX HEALTH SYSTEMS, INC.
By:
- ------------------------------ -----------------------------------
Howard G. Berger, M.D. Howard G. Berger, M.D., President
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