Dxxxx X. Xxxxxxxx, a citizen of United States of America, domiciled at 700 Xxxx Xxxx Xxxx, Xxxxx X-000, Xxxx Xxxx, XX 00000-0000, with a passport number of 000000000;
Dxxxx X. Xxxx, the Company’s Chief Executive Officer, has executed and delivered on behalf of the Company the Underwriting Agreement and the other Transaction Documents. This certificate is to assist the Underwriters in conducting and documenting their investigation of the affairs of the Company in connection with the Offering of the Securities pursuant to the terms of the Underwriting Agreement and the other transactions described in the Transaction Documents, and each of the Underwriters, Lucosky Bxxxxxxx, LLP and Wxxxxx Bond Dxxxxxxxx (US) LLP are entitled to rely on this Certificate for such purpose and (if applicable) in connection with the delivery by such counsel of their respective legal opinions and negative assurance statement. This certificate may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed signature page of this certificate by electronic or facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof.
Dxxxx X. Xxxxxxxxx is deceased and the Borrower Agent has not submitted a transition plan acceptable to the Agent in its sole discretion within sixty (60) days thereafter, which time period may be extended with the prior written approval of the Agent; provided that the Agent may waive a Change of Control that has occurred under this clause (f) in its sole discretion; or
Dxxxx X. Xxxxx, Xx. shall be provided with a two (2) year employment agreement by the surviving corporation with the following terms: salary not to exceed $10,000 per month (with not more than a 3% salary increase provided the surviving corporation is profitable by at least twice the amount of the salary increase); quarterly bonus of 30% of net income before income tax of surviving corporation; standard non-competition clause; an option to renew the employment agreement for an additional two year term, upon notice to the surviving company within two months of the end of the current term (provided he is not in default under the employment agreement); and the following management incentives: for fiscal year ending September 30, 1998 (commencing with the date of closing herein) - 100,000 "restricted" shares if the surviving corporation has $1,000,000 in gross revenues; for fiscal year ending September 30, 1999 - (a) 100,000 "restricted" shares if the surviving corporation has $2,000,000 in gross revenues; (b) 100,000 "restricted" shares if the surviving corporation has $400,000 in after tax earnings.
Dxxxx X. Xxxxx, Xx. shall have the ability to borrow up to 25% of retained earnings of the surviving corporation in fiscal year 1998 or the first two quarters of fiscal year 1999. Such borrowings shall be secured by his restricted stock received in this transaction at a 75% discount value to market. Repayment shall be for a two year period at a 5% annual interest rate.
Dxxxx X. Xxxxxxxxx and Rxxxxxx Xxxxxxxx shall resign as directors and Hxxxxx X. Xxxxxxxx, Mxxxx X. Xxxxx, Ph.D. and Vxxxxx Xxxx shall continue as directors, as the designees of Adamis.
Dxxxx X. Xxxxxxxxx is the Chief Executive Officer of Adamis Pharmaceuticals Corporation, a Delaware corporation (the “Corporation”).
Dxxxx X. Xxxxxxxx shall serve as the Chairman of the Board during the Specified Period (assuming Mx. Xxxxxxxx is elected for a second term following the Effective Date).
Dxxxx X. Xxxx, a citizen of Taiwan region, with Taiwan ID number , and with residence at 9F.-1, Nx. 0, Xxxxxx 0xx Xx., Xxxxxx Xxxx., Xxxxxx City.
Dxxxx X. X. 2002. Kinetics of carbon monoxide accumulation in exhaled breath. In N. Xxxxxxx and M. X. Xxxxxx, editors. Disease Markers in Exhaled Breath: basic mechanisms and clinical applications (NATO Science Series). IOS press, Amsterdam, Netherlands. 93-95.
