exv10w64






Exhibit 10.64




PURCHASE AGREEMENT




[                    ], 2010




IAT Reinsurance Company Ltd.

c/o Peter R. Kellogg

120 Broadway

New York, New York 10271



Ladies and Gentlemen:




     Reference
is made to that certain Purchase Agreement being entered into between IntegraMed America,
Inc. (the “Company”) and Piper Jaffray & Co.
and Dougherty & 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
$[                    ] 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 $[                    ].



     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]






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	 	Very truly yours,


IntegraMed America, Inc.

 	 
	 	By:  	 	 
	 	Name:  Jay Higham 
	 	Title:  Chief Executive Officer 
	 



Accepted and agreed to as of the date

first above mentioned:



IAT Reinsurance Company Ltd.




	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title: