EXHIBIT 4
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT ("Agreement"), made and entered into effective as of this
1st day of February, 1997, is by and between Xxxx Xxxxxxx, Esq. (hereinafter
referred to as "XX. XXXXXXX") and CRYO-CELL INTERNATIONAL, INC. (hereinafter
referred to as "CCEL").
RECITALS:
WHEREAS, CCEL is a corporation duly organized under the laws of the State
of Delaware and is presently in existence and in good standing; and
WHEREAS, XX. XXXXXXX is willing to be retained by CCEL, and CCEL is willing
to retain XX. XXXXXXX, on the terms, covenants, and conditions hereinafter set
forth; and
NOW, THEREFORE in consideration of the mutual covenants contained herein
and other good and valuable consideration the parties hereby agree as follows:
SECTION I
NATURE OF SERVICES
CCEL does hereby retain XX. XXXXXXX as counsel to assist, monitor and
appear in CCEL's lawsuit against the University of Arizona and other defendants
in the Superior Court of the State of California for the County of San
Francisco, Case No. 979624 (hereinafter referred to as the "litigation"). XX.
XXXXXXX does hereby accept and agree to such engagement.
SECTION II
COMPENSATION
CCEL shall grant to XX. XXXXXXX and XX. XXXXXXX agrees to accept from CCEL,
as full compensation for XX. XXXXXXX'x services under this Agreement, a stock
option for the purchase of twenty-five thousand (25,000) shares of CCEL common
stock. The price to exercise
this option shall be 4 7/8. This stock option shall expire five (5) years from
the date of this Agreement. Further, XX. XXXXXXX shall be reimbursed by CCEL for
all reasonable out of pocket expenses incurred by XX. XXXXXXX in connection with
the performance of his services under this Agreement.
SECTION III
REGISTRATION RIGHTS
The stock option granted to XX. XXXXXXX pursuant to this Agreement shall be
included in a Form S-8 Registration Statement filed by CCEL immediately after
issuance of the option under the Securities Act of 1933, as amended (the "Act"),
and XX. XXXXXXX shall be entitled to sell the shares issuable upon the exercise
of said option pursuant to such Registration Statement.
SECTION IV
REGISTRATION PROCEDURES
CCEL shall cause the shares issuable upon excercise of the option to be
registered under the Act pursuant to the Registration Statement referred to
above. CCEL shall use its best efforts to cause the Registration Statement to be
declared effective by the Securitites and Exchange Commission as soon as
possible. CCEL shall take all other action necessary under any federal of state
law or regulation to permit the shares to be sold or otherwise disposed of.
SECTION V
WAIVER OR MODIFICATION INEFFECTIVE
UNLESS IN WRITING
It is further agreed that no waiver or modification of this agreement or of
any covenant, condition, or limitation herein contained shall be valid unless in
writing and duly executed by the party to be charged with it and that no
evidence of any waiver or modification shall be offered or received in evidence
in any proceeding, between the parties hereto arising out of or affecting this
agreement, or the rights or obligations of any party hereunder, unless such
waiver or modification is in writing, duly executed as aforesaid, and the
parties further agree that the provisions of this paragraph may not be waived
except as herein set forth.
SECTION VI
STATE OF FLORIDA
The parties hereto agree that it is their intention and covenant that this
agreement, performance and proceedings hereunder be construed in accordance with
and under the laws of the State of Florida.
SECTION VII
SEVERABILITY
If any part, portion or term of this agreement is declared invalid or
unenforceable, all remaining parts, portions or terms shall remain in effect and
binding upon the parties.
SECTION VII
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties hereto
pertaining to the subject matter hereof and all prior and contemporaneous
agreements, representations, negotiations and understandings of the parties oral
or written pertaining to the subject matter hereof are hereby superseded and
merged herein.
SECTION XI
ARBITRATION
Any and all disputes, breaches, or controversies of any nature arising
under this agreement shall be resolved through final and binding arbitration
before the American Arbitration Association in Dade County, Florida.
IN WITNESS WHEREOF, this agreement has been executed by the parties on the
day and year first above written.
Cryo-Cell International, Inc. Xxxx Xxxxxxx
By: /s/XXXXXXX X. XXXXX /s/ XXXX XXXXXXX
---------------------- -----------------
Xxxxxxx X. Xxxxx, President Xxxx Xxxxxxx
