SUBSIDIARIES; OR
(B)
THE COMPANY HAS REDUCED OR REASSIGNED, IN ANY MATERIAL RESPECT,
THE DUTIES OF THE EMPLOYEE AS AN EMPLOYEE OF THE COMPANY (OR A SUBSIDIARY
THEREOF) AND SUCH EVENT HAS NOT BEEN RESCINDED WITHIN 10 BUSINESS DAYS AFTER THE
EMPLOYEE NOTIFIES THE COMPANY (OR A SUBSIDIARY THEREOF) IN WRITING THAT HE/SHE
OBJECTS THERETO.
4.
"PERSON" SHALL MEAN AN INDIVIDUAL, CORPORATION, PARTNERSHIP,
LIMITED LIABILITY COMPANY, TRUST, UNINCORPORATED ASSOCIATION, GOVERNMENT OR ANY
AGENCY OR POLITICAL SUBDIVISION THEREOF, OR ANY OTHER ENTITY.
II-2
EXHIBIT A
TO STOCK OPTION AGREEMENT
Ladies and Gentlemen:
In connection with the purchase by me of
shares
of common stock, $0.001 par value per share, of InSight Health Services Holdings
Corp., a Delaware corporation (the "Company") under the nonqualified stock
option granted to me pursuant to that certain Stock Option Agreement dated as of
, 200
(the "Option Agreement"), I hereby
acknowledge that I have been informed as follows:
1.
THE SHARES OF COMMON STOCK OF THE COMPANY TO BE ISSUED TO ME UPON
EXERCISE OF SAID OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), AND ACCORDINGLY, MUST BE HELD INDEFINITELY UNLESS
SUCH SHARES ARE SUBSEQUENTLY REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.
2.
ROUTINE SALES OF SECURITIES MADE IN RELIANCE UPON RULE 144 UNDER
THE ACT CAN BE MADE ONLY AFTER THE HOLDING PERIOD AND IN LIMITED AMOUNTS IN
ACCORDANCE WITH THE TERMS AND CONDITIONS PROVIDED BY THAT RULE, AND WITH RESPECT
TO WHICH THAT RULE IS NOT APPLICABLE, REGISTRATION OR COMPLIANCE WITH SOME OTHER
EXEMPTION UNDER THE ACT WILL BE REQUIRED.
3.
THE COMPANY IS UNDER NO OBLIGATION TO ME TO REGISTER THE SHARES
OR TO COMPLY WITH ANY SUCH EXEMPTIONS UNDER THE ACT, OTHER THAN AS SET FORTH IN
THE STOCKHOLDERS' AGREEMENT REFERENCED AND DEFINED IN PARAGRAPH 13 OF THE OPTION
AGREEMENT (THE "STOCKHOLDERS AGREEMENT").
4.
THE AVAILABILITY OF RULE 144 IS DEPENDENT UPON ADEQUATE CURRENT
PUBLIC INFORMATION WITH RESPECT TO THE COMPANY BEING AVAILABLE AND, AT THE TIME
THAT I MAY DESIRE TO MAKE A SALE PURSUANT TO THE RULE, THE COMPANY MAY NEITHER
WISH NOR BE ABLE TO COMPLY WITH SUCH REQUIREMENT.
5.
THE SHARES OF COMMON STOCK OF THE COMPANY TO BE ISSUED TO ME UPON
THE EXERCISE OF SAID OPTION ARE SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING
RESTRICTIONS ON TRANSFER, OF THE STOCKHOLDERS AGREEMENT.
In consideration of the issuance of certificates for the shares to me, I hereby
represent and warrant that I am acquiring such shares for my own account for
investment, and that I will not sell, pledge, hypothecate or otherwise transfer
such shares in the absence of an effective registration statement covering the
same, except as permitted by an applicable exemption under the Act.
In view of
this representation and warranty, I agree that there may be affixed to the
certificates for the shares to be issued to me, and to all certificates issued
hereafter representing such shares (until in the opinion of