EXHIBIT 10.5
AGREEMENT FOR THE
LIQUIDATION OF SHARES
THIS AGREEMENT (the "Agreement") is made to be effective the 17th day of
June 2002, by and between VITRO DIAGNOSTICS, INC., a Nevada corporation (the
"Company") and WORLD WIDE CAPITAL INVESTORS, LLC, a Colorado limited liability
company ("WWC" or the "LLC").
RECITALS
WHEREAS, on August 7, 2000, the Company and WWC entered into that certain
Registration Rights Agreement ("Rights Agreement") pursuant to which the Company
granted WWC certain rights with regard to an aggregate of 2,370,000 shares of
the Company's common stock (the "Shares"); and
WHEREAS, WWC has recently made a request of the Company to permit
distribution of the Shares to the members of the LLC without registration and
without the benefit of a legal opinion that would ordinarily be required; and
WHEREAS, the Company is willing to forego the requirement of a legal
opinion in connection with the proposed distribution of the Shares to the
members of the LLC in exchange for certain agreements by WWC with regard to its
registration rights; and
WHEREAS, the parties wish to memorialize the terms and conditions of their
agreement, as revised.
NOW THEREFORE, in consideration of the foregoing recitals, which shall be
considered an integral part of this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, it
is hereby agreed as follows:
1.1 Liquidation of Shares.
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The Company hereby acknowledges receipt of a request from WWC to cancel
certificate number 10131 in the amount of 2,370,000 shares of the Company's
common stock and to transfer the Shares to the members of the LLC pro rata in
accordance with their interest in the LLC in order to liquidate and dissolve the
LLC. Subject to the terms and conditions of this Agreement, the Company consents
to liquidation of the Shares by WWC pro rata to its members solely for the
purpose of dissolving the LLC.
1.2 Delivery of Subscription Agreement.
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As a condition of the Company permitting liquidation of the Shares, and in
order to insure compliance with applicable federal and state securities laws,
WWC acknowledges that each member of the LLC will be required to execute a
subscription agreement in the form attached hereto as Exhibit A and incorporated
by reference. The Company has prepared the agreement and will assist the LLC in
delivering the agreement to its members, it shall be the responsibility of WWC
to insure that the agreements are timely executed and returned by the members.
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1.3 Information Regarding Members of the LLC.
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WWC has previously provided to the Company a list of the members of the
LLC, together with their addresses and interest in the LLC. The Company shall
rely on this information for purposes of delivering the subscription agreements
and calculating the amount of shares to which each member is entitled. WWC, on
behalf of itself and each of its members, hereby releases and agrees to
indemnify the Company for any error or omission in calculating the number of
shares to be received by each member, such calculation to be based solely on
information provided by the LLC. The Company undertakes no responsibility for
the accuracy of the information provided by WWC.
1.4 Delivery of Shares.
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Upon receipt of an executed subscription agreement from each member of WWC,
and a check in the amount of $20 made payable to "Securities Transfer
Corporation," the Company shall issue to such member a certificate representing
a pro rata amount of the Shares. Each certificate shall bear the restrictive
legend required by Rule 144 of the Securities Act of 1933.
1.5 Escheat of Shares.
----------------------
The Shares intended for members for WWC who do not submit a properly
executed subscription agreement shall be held by the Company on behalf of each
member until such shares would escheat to the State of Colorado under the laws
of that State. Thereafter, the shares may be forfeited as required by that law.
The Company agrees to notify WWC of the failure to receive executed documents
from any member.
1.6 Costs.
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The Company shall pay the costs of preparing this Agreement and the
subscription agreement to be delivered to the members, but the LLC shall be
responsible for the costs of any transfer taxes in connection with the transfer
of the Shares, the costs of the transfer agent that are not reimbursed by the
members and the fees and expenses of its legal counsel.
2. Transfer of Registration Rights.
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In connection with the proposed liquidation of WWC, the Company hereby
consents to the transfer of all rights originally granted to WWC under the
Rights Agreement to its members pro rata in accordance with their membership
interest therein; provided, however, that Section 1.4 of the Rights Agreement is
hereby amended to provide that "Initiating Holders" shall mean the holder of at
least 1,580,000 shares, cumulatively, of registerable securities.
3. Beneficiaries.
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The parties agree that the members of the LLC are entitled to the benefits
of this Agreement, and that each is subject to the terms and conditions hereof,
it being specifically understood that this Agreement is for the benefit of the
members.
4. Counterparts.
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This Agreement may be executed in counterparts, and all counterparts shall
constitute one and the same document. Facsimile signatures shall be acceptable.
(Signature page follows)
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement, to be effective on the date first above written.
COMPANY:
VITRO DIAGNOSTICS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President
WORLD WIDE CAPITAL INVESTORS, LLC
By: /s/ Xxxxx Xxxx
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Xxxxx Xxxx, Manager
P:\CLIENTS\VITRO\Agreements\Agreement with WWC.DOC
