EXHIBIT 10.32
CONSULTING AGREEMENT
This Agreement is made as of January 27, 2000, by and between Neurotech
Development Corporation, (the "Company"), a Delaware corporation with its
principal offices at 00 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 and Wellington
Capital Corporation ("WCC"), a New York corporation, with its principal offices
at 0000 Xxxxxx Xxxx, Xxxxxxx, Xxx Xxxx 00000.
WITNESSETH
WHEREAS, the Company requires expertise in the area of investment banking
to support its business and growth; and
WHEREAS, WCC has substantial contacts among the members of the investment
community, investment banking expertise, and desires to act as a consultant to
provide investment banking and advisory services;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and subject specifically to the conditions hereof, and
intending to be legally bound thereby, the parties agree as follows:
1. CERTAIN DEFINITIONS. When used in this Agreement, the following terms shall
have the meanings set forth below:
1.1. "Affiliate" means any persons or entities controlled by a party.
1.2. "Business Day" means any day except Saturday, Sunday and day which is
designated in the State of New York as a legal holiday or a day on
which banking institutions are legally required or authorized to
close.
1.3. "Contact Person" The person who shall be primarily responsible for
carrying out the duties of the parties hereunder. The Company and WCC
shall each appoint a Contact Person to be responsible for their
respective duties. In the event that one party gives notice to the
other party in writing that, in their reasonable opinion, the other
party's Contact Person is not able to fulfill their duties and
responsibilities hereunder, both parties shall mutually agree upon a
replacement Contact Person within 10 days of the said notice.
1.4. "Securities" means the common stock, $.01 par value, of the Company.
2. SERVICES TO BE RENDERED BY WCC. WCC shall render the following services:
2.1. Financing Activities. Subject to the limitations set forth in Section
2.7 hereof and elsewhere in this Agreement, WCC will use commercially
reasonable efforts to introduce to the Company third parties, to
obtain financing ("Financing") reasonably acceptable to the Company,
for working capital and expansion.
2.2. Advice and Counsel. WCC will provide advice and counsel regarding the
Company's strategic business and financial plans, strategy and
negotiations with potential lenders/investors, merger/acquisition
candidates, joint ventures, corporate partners and others involving
financial and financially related transactions.
2.3. Introductions to the Securities Brokerage Community. WCC shall use its
contacts in the brokerage community to assist the Company in establishing
relationships with securities dealers in North America and Europe and to
provide the most recent corporate information to interested securities
dealers on a regular and continuous basis.
2.4. Market Intelligence. WCC will monitor and react to sensitive market
information on a timely basis and provide advice, counsel and proprietary
intelligence (including but not limited to information on price, volume
and the identification of market-makers, buyers and sellers) to the
Company in a timely fashion with respect to securities in which the
Company has an interest. The Company understands that this information is
available from other sources but acknowledges that WCC can provide it in a
more timely fashion and with substantial value-added interpretation of
such information. The foregoing notwithstanding, no information will be
provided to the Company with respect to the activities of any other WCC
customers or customer accounts without such customer's prior consent.
2.5 Company and/or Company Client Transaction Due Diligence. WCC will
undertake due diligence on all proposed financial transactions affecting
the Company, of which WCC is notified in writing in advance, including
investigation and advice on the financial, valuation and stock price
implications thereof.
2.6. Additional Duties. The Company and WCC shall mutually agree upon any
additional duties which WCC may provide.
2.7. Devotion of Duties. WCC shall devote such time and effort to the affairs
of the Company as is commercially reasonable and adequate to render the
consulting services contemplated by this Agreement. WCC cannot guarantee
results on behalf of the Company, but shall pursue all reasonable avenues
available through its network of financial contacts. At such time as an
interest is expressed by a third party in the Company's needs, WCC shall
notify the Company and advise it as to the source of such interest and any
terms and conditions of such interest. The acceptance and consummation of
any transaction is subject to acceptance of the terms and conditions by
the Company. It is understood that a portion of the compensation to be
paid hereunder is being paid hereunder by the Company to have WCC remain
available to assist it with transactions on an as-needed basis.
2.8. Services Excluded. The parties may specifically exclude certain services
from the operation of this Agreement by written addendum hereto and
acknowledge and agree that the following items are not intended to be
included among the services to be
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provided by WCC:
2.8.1. WCC agrees that neither it or any affiliate or fund with which it
is associated is or shall be a market-maker, dealer or underwriter
of any of the Company's securities (but may be a placement agent
by other "Selling Agreement" from time to time) in the Company's
securities;
2.8.2. Any payments made herein to WCC are not, and shall not be
construed as, compensation to WCC for the purposes of making a
market, to cover WCC out-of-pocket expenses for making a market,
or for the submission by WCC of an application to make a market in
any of the Company's securities;
2.8.3. No payment made herein to WCC are for the purpose of affecting
the price of any security or influencing any market-making
functions, including but not limited to bid/ask quotations,
initiation and termination of quotations, retail securities
activities, or for the submission of any application to make a
market.
2.8.4. It is understood and agreed that in performing any of the
services contemplated by this Agreement, WCC shall not be taken to
be rendering any legal opinions or any work that is in the
ordinary purview of a Certified Public Accountant or of a licensed
NASD broker/dealer.
2.9. Nothing herein shall limit or prevent WCC from directly or indirectly
owning an interest in, lend money or render financial or other
assistance to or participate in or be connected with, as a stockholder
or otherwise, any entity or company, including but not limited to,
entities or companies that conduct activities similar to the Company.
3. TERM. WCC agrees to provide the services described herein beginning on
January 18, 2000 and continuing until January 18, 2001 (the "Term"),
unless the Company terminates this Agreement prior to the expiration
of the Term, which it may do at its sole discretion without cause (a
"Terminating Event"); provided, however, that a Terminating Event will
not relieve the Company of any of its obligations contemplated
hereunder including, but not limited to, payment of the Issued Shares
in accordance with this Agreement.
4. COMPENSATION TO WCC.
4.1. Fees. Except as provided hereunder, as full and complete compensation
for the services to be provided by WCC to the Company, the Company
agrees to issue such number of Securities and options to purchase
Securities to WCC as set forth in Schedule A annexed hereto and made a
part hereof (the "Issued Shares"). The Company shall register for
resale for WCC the Issued Shares not registered as of the date hereof,
pursuant to the Registration Rights Agreement between the parties
hereto set forth as Exhibit A annexed hereto.
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4.2. Expenses. The Company shall be responsible for all fees and expenses
pertaining to the issuance, listing or registration of the Issued
Shares, including, but not limited to, SEC and "Blue Sky" registration
fees, transfer agent fees, escrow fees, NASD registration or exchange
listing fees, all as further set forth in the Registration Rights
Agreement.
4.3. Additional Fees. In addition to the Compensation, the Company shall
pay WCC a negotiated sum with respect to each successful Financing
contemplated hereunder.
5. WCC'S REPRESENTATIONS AND WARRANTIES.
WCC represents and warrants that:
5.1. WCC Experience. WCC has the experience and expertise to evaluate an
investment in the Securities.
5.2. Investment Purpose. It is acquiring the Issued Shares for its own
account for investment only and not with a view towards, or for resale
in connection with, the public sale or distribution thereof, except
pursuant to sales registered or exempted under the Securities Act of
1933, as amended (the "1933 Act"); provided, however, that by making
the representations herein, WCC does not agree to hold any of the
Issued Shares for any minimum or other specific term and reserves the
right to dispose of the Issued Shares at any time in accordance with
or pursuant to a registration statement or an exemption under the 1933
Act.
5.3. Reliance on Exemptions. WCC understands that the Issued Shares are
being offered and sold to it in reliance on specific exemptions from
the registration requirements of United States federal and state
securities laws and that the Company is relying upon the truth and
accuracy of, and WCC's compliance with, the representations,
warranties, agreements, acknowledgments and understandings of WCC set
forth herein in order to determine the availability of such exemptions
and the eligibility of WCC to acquire the Issued Shares.
5.4. Information. WCC and its advisors, if any, have been furnished with
all public materials relating to the business, finances and operations
of the Company and materials relating to issuance of the Issued Shares
which have been requested by WCC. WCC acknowledges that it and such of
its advisors as it considers relevant have been afforded full and
sufficient opportunity to ask questions of the Company. Neither such
inquiries nor any other due diligence investigations conducted by WCC
or its advisors or its representatives shall modify, amend or affect
WCC's right to rely on the completeness and accuracy of the materials
provided to WCC by or on behalf of the Company with respect to the
transactions contemplated hereby or on the Company's representations
and warranties contained in this Agreement. WCC understands that its
investment in the Issued Shares involves a high degree of risk.
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WCC has sought such accounting, legal and tax advice as it has
considered necessary to make an informed investment decision with
respect to its acquisition of the Issued Shares.
5.5. No Governmental Review. WCC understands that no United States federal
or state agency or any other government or governmental agency has
passed on or made any recommendation or endorsement of the Issued
Shares or the fairness or suitability of the investment in the Issued
Shares nor have such authorities passed upon or endorsed the merits of
the offering of the Issued Shares.
5.6. Transfer or Resale.
(a) WCC understands that, except as otherwise provided in Schedule A
or in the Registration Rights Agreement: (i) the Issued Shares have
not been and are not being registered under the 1933 Act or any state
securities laws, and may not be offered for sale, sold, assigned or
transferred unless (A) subsequently registered pursuant to an
effective registration statement under the 1933 Act, (B) WCC shall
have delivered to the Company an opinion of counsel, in a generally
acceptable form, to the effect that the Issued Shares to be sold,
assigned or transferred may be sold, assigned or transferred pursuant
to an exemption from such registration, (C) WCC provides the Company
with reasonable assurance that the Issued Shares can be sold, assigned
or transferred pursuant to Rule 144 promulgated under the 1933 Act (or
a successor rule thereto) ("RULE 144") or (D) such transferee or
assignee is an Affiliate (as defined in Rule 144) of WCC.
(b) Any sale of the Issued Shares made in reliance on Rule 144 may be
made only in accordance with the terms of Rule 144 and further, if
Rule 144 is not applicable, any resale of the Issued Shares under
circumstances in which the seller (or the person through whom the sale
is made) may be deemed to be an underwriter (as that term is defined
in the 0000 Xxx) may require compliance with some other exemption
under the 1933 Act or the rules and regulations of the SEC thereunder.
5.7. Legend. The Company represents that the certificates or other
instruments representing two million (2,000,000) of the Issued Shares
have been registered under the 1933 Act, as amended, and may be sold,
resold, transferred, pledged and/or assigned by WCC without any
restrictions whatsoever. The parties agree that the certificates
representing the balance of the Issued Shares have not been registered
under the 1933 Act and except as set forth below or as contemplated by
the Registration Rights Agreement, shall bear a restrictive legend in
substantially the following form (and a stop-transfer order will be
placed against transfer of such stock certificates):
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS. THE
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SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION
OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE
COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144
UNDER SAID ACT."
5.8. The legend set forth above shall be removed and the Company shall
issue a certificate without any legend to the holder of the Securities
upon which it is stamped, if (i) such Securities are registered for
resale under the 1933 Act, (ii) in connection with a sale transaction,
such holder provides the Company with an opinion of counsel, in form
acceptable to the Company, to the effect that a public sale,
assignment or transfer of such Securities may be made without
registration under the 1933 Act, or (iii) such holder provides the
Company with reasonable assurances that such Securities can be sold
without restriction pursuant to Rule 144(k).
6. CERTAIN AGREEMENTS BY THE COMPANY
6.1. Registration. The Company agrees to register the Issued Shares for
resale in accordance with the terms of the Registration Rights
Agreement attached hereto.
6.2. Form D; Blue Sky Filings. The Company agrees to file a Form D with
respect to the Issued Shares as required under Regulation D. The
Company shall take such action and make such filings as the Company
shall reasonably determine is necessary and as required by applicable
law to qualify the Issued Shares under, or obtain exemption for the
Issued Shares from, the applicable securities or "Blue Sky" laws of
the states of the United States.
6.3. Reservation of Shares. The Company shall take all action necessary to
at all times have authorized, and reserved for the purpose of
issuance, no less than 100% of the number of shares of Common Stock
needed to satisfy the Company's obligations under this Agreement.
6.4. Listing. The Company shall use its best efforts to maintain the
Securities' authorization for listing on the Bulletin Board or if
applicable the Nasdaq SmallCap Market or any other market on which
the Securities is then listed or traded. Neither the Company nor any
of its subsidiaries shall take any action which may result in the
delisting or suspension of the Securities on the Bulletin Board,
Nasdaq SmallCap Market or on any market on which the Securities are
then listed or traded (other than to switch listings from the Bulletin
Board to a subsequent market). The Company
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shall pay all fees and expenses in connection with satisfying its
obligations under this Section.
7. INDEMNIFICATION. The Company agrees to indemnify and hold harmless WCC, its
affiliates, and each of their respective officers, directors and employees
against any and all liability, loss, and costs, expenses or damages,
including but not limited to, any and all expenses whatsoever reasonably
incurred in investigating, preparing or defending against any litigation,
commenced or threatened, or any claim whatsoever or howsoever caused by
reason of any injury (whether to body, property, personal or business
character or reputation) sustained by any person or their property by reason
of any act, neglect, default or omission, or any untrue or alleged untrue
statement of a material fact, or any misrepresentation of any material fact
or any breach of any representation, warranty or covenant of the Company or
any of its agents, employees, or other representatives arising out of, or in
relation to, this Agreement. All remedies provided by law or in equity shall
be cumulative and not in the alternative.
8. COMPANY REPRESENTATIONS. The Company hereby represents, covenants and
warrants to WCC as follows:
8.1. Organization. Good Standing and Qualification. The Company is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware. The Company has all requisite
corporate power and authority to own and operate its properties and
assets, to execute and deliver this Agreement, the Registration Rights
Agreement and the Option Agreement, as defined in Schedule A
(collectively, the "Related Agreements"), to issue and sell the Issued
Shares and to carry out the provisions of this Agreement, the Related
Agreements and to carry on its business as presently conducted and as
presently proposed to be conducted. The Company is duly qualified and
authorized to do business and is good standing as a foreign
corporation in all jurisdictions in which the nature of its activities
and of its properties (both owned and leased) makes such qualification
necessary except for those jurisdictions in which failure to do so
would not have a material adverse effect on the business, financial
condition, properties or prospectus of the Company.
8.2. Capitalization: Voting Rights. All issued and outstanding shares of
the Company's capital stock (a) have been duly authorized and validly
issued, (b) are fully paid and nonassessable and (c) were issued in
compliance with all applicable state and federal laws concerning the
issuance of securities. When issued in compliance with the provisions
of this Agreement, the Issued Shares will be validly issued, fully
paid and nonassessable, and will be free of any liens or encumbrances,
and will have the rights, preferences, privileges and restrictions
stated in the Certificate of Incorporation of the Company, as amended,
and the Related Agreements. The Securities underlying options to be
issued hereunder have been duly and validly reserved for issuance.
8.3. No Violation. Neither the execution and delivery of this Agreement nor
the consummation of the transactions contemplated hereby will violate
any provision of
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the charter or by-laws of the Company, or violate any term or
provision of any other agreement or any statute or law.
8.4. Consents. All consents required or necessary to the consummation of
the transactions contemplated hereby, including, without limitation,
consents from federal, state, or local governmental agencies and
consents provided for under any credit agreement, material contract,
lease or other agreement to which the Company is a party, have been
obtained or will be obtained prior to the commencement of the Term.
8.5. Company's Representations. All representations and statements provided
about the Company to WCC are true and complete and accurate to the
best of the Company's knowledge.
8.6. Legal Representation. The Company has been represented or had every
opportunity to be represented in the transactions contemplated herein
by the law firm of its choice.
8.7. DTC Reports. The Company shall provide WCC with copies of weekly DTC
reports.
8.8. Offering Valid. Assuming the accuracy of the representations and
warranties of WCC contained in Section 5 hereof, the offer, sale and
issue of the Issued Shares will be exempt from the registration
requirements of the 1933 Act and will have been registered or
qualified (or are exempt from registration and qualification) under
the registration, permit or qualification requirements of all
applicable state securities laws.
9. CONFIDENTIALITY.
9.1. Each party agrees to provide reasonable security measures to keep
information confidential where release may be detrimental to the other
party's interests. Each party shall require their respective
employees, agents, affiliates, subsidiaries, other licensees, and
others who will have access to the information through the other
party, to first enter into appropriate non-disclosure agreements
requiring the confidentiality contemplated by this Agreement for a
reasonable time thereafter.
9.2 WCC will not, during its engagement by the Company pursuant to this
Agreement, disclose or use for its benefit, any confidential
information, knowledge, or data of the Company in any way acquired or
used by WCC during its engagement by the Company. Confidential
information, knowledge or data of the Company shall not include any
information which is or becomes generally available to the public
other than as a result of a disclosure by WCC.
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10. MISCELLANEOUS PROVISIONS.
10.1. Amendment and Modification. This Agreement and any part thereof may be
amended, waived, modified or supplemented only by written Agreement of
WCC and the Company.
10.2. Strict Compliance. No waiver or failure to insist upon strict
compliance with any obligation, covenant, agreement or condition under
this Agreement shall operate as a waiver of, or estoppel with respect
to, any subsequent or other failure.
10.3. Notices. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Agreement
must be in writing and will be deemed to have been delivered (i) upon
receipt, when delivered personally; (ii) the date of transmission, if
such notice or communication is delivered via facsimile at the
facsimile telephone number specified in this Section prior to 5:00
p.m. (New York time) on a Business Day, (iii) the Business Day after
the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile telephone number specified in this
Section later than 5:00 p.m. (New York time); or (iv) upon receipt,
when delivered by a reputable overnight delivery service, in each case
properly addressed to the party to receive the same. The addresses and
facsimile numbers for such communications shall be:
If to the Company:
Neurotech Development Corporation
00 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Attention: Xxxxxxx Xxxx, Chairman and CFO
If to WCC:
Wellington Capital Corporation
0000 Xxxxxx Xxxx
Xxxxxxx, X.X. 00000
Telephone: 000-000-0000
Attention: Xxxx Xxxxxxx, President and/or Xxxx X. Xxxxx, Sec./Treas.
Each party shall provide five days' prior written notice to the other party
of any change in address or telephone number.
10.4. Contact Persons. The Contact Person for the Company is Xxxxxxx Xxxx,
President. The Contact Person for WCC is Xxxx Xxxxxxx, President
and/or Xxxx X. Xxxxx, Secretary/Treasurer.
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10.5. Assignment. This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, but neither this
Agreement nor any right, interests or obligations hereunder shall be
delegated or assigned by any of the parties hereto without the prior
written consent of the other party; provided however, that WCC may
assign this Agreement or any right, interests or obligation hereunder
to an affiliate of WCC without the prior written consent of the
Company.
10.6. Publicity. Neither WCC nor the Company shall make or issue, or cause
to be made or issued, any announcement or written statement concerning
this Agreement or the transaction contemplated hereby for
dissemination to the general public without the prior consent of the
other party. This provision shall not apply, however, to any
announcement or written statement required to be made by law or the
regulations of any federal or state governmental agency, except that
the parties shall agree concerning the timing and content of such
announcement before such announcement is made.
10.7. Governing Law. This Agreement, the Related Agreements and the legal
relations among the parties hereto shall be governed by and construed
in accordance with the laws of the State of New York, without regard
to its conflict of law doctrine.
10.8. Counterparts. This Agreement may be executed simultaneously in two or
more counterparts or by facsimile, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
10.9. Headings. The heading of the Sections of this Agreement are inserted
for convenience only and shall not constitute a part hereto or affect
in any way the meaning or interpretation of this Agreement.
10.10. Entire Agreement. This Agreement, including any Exhibits hereto, and
the other documents and certificates delivered pursuant to the terms
hereto, set forth the entire Agreement and understanding of the
parties hereto in respect of the subject matter contained herein, and
superseded all prior Agreements, promise, covenants arrangements,
communications, representations or warranties, whether oral or
written, by any officer, employee or representative of any party
hereto.
10.11. Attorneys' Fees and Costs. If any action is necessary to enforce and
collect upon the terms of this Agreement, the prevailing party shall
be entitled to reasonable attorneys' fees and costs, in addition to
any other relief to which that party may be entitled. This provision
shall be construed as applicable to the entire Agreement.
10.12. Survivability. If any part of this Agreement is found to be invalid
or unenforceable, that part shall be severable from the remainder of
this Agreement.
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10.13. Further Assurances. Each of the parties agrees that it shall from
the time to time take such actions and execute such additional
instruments as may be reasonably necessary or convenient to
implement and carry out the intent and purpose of this Agreement.
10.14. Right to Data After Termination. After termination of this Agreement
each party shall be entitled to the return of all copies of any and
all information provided to the other prior to the date of
termination and not previously returned to it.
10.15. Relationship of the Parties. WCC is an independent contractor.
Nothing contained in this Agreement shall be deemed to cause either
party to become the partner, agent or legal representative of the
other, nor create any fiduciary relationship or joint venture
between them, except as otherwise expressly provided herein. It is
not the intention of the parties to create nor shall this Agreement
be construed to create any commercial relationship or other
partnership. Neither party shall have any authority to act for or to
assume any obligation or responsibility on behalf of the other
party, except as otherwise expressly provided herein.
11. ARBITRATION. The parties hereby agree to waive their right to seek remedy in
court, including their right to jury trial and to submit all disputes,
controversies, or differences between the Company or WCC or anyone claiming
through or under them including any of their respective officers,
directors, agents or employees, arising out of, in connection with or as a
result of this Agreement and the Related Agreements, to final and binding
arbitration rather than through litigation.
11.1. Any disputing party shall submit the dispute for resolution in New
York, New York within five (5) days after receiving a written
request to do so from any of the aforesaid parties.
11.2. If any party to a dispute fails to submit the dispute to arbitration
on request, then the requesting party may itself commence an
arbitration proceeding, but is under no obligation to do so.
11.3. If any party shall institute any court proceeding in an effort to
resist arbitration and be unsuccessful in resisting arbitration or
shall unsuccessfully contest the jurisdiction of the arbitration
forum, the prevailing party shall be entitled to recover from the
losing party its legal fees and any out-of-pocket expenses incurred
in connection with the defense of such legal proceeding or its
efforts to enforce its rights to arbitration as provided for herein.
11.4. Any arbitration conducted hereunder shall be conducted by an
arbitrator selected by the American Arbitration Association. Such
arbitration shall be conducted pursuant to the commercial
Arbitration Rules of the American Arbitration Association.
11.5. The parties shall accept the decision of any award as being final
and conclusive and agree to abide thereby.
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11.6. Any arbitration award shall be submitted to any state or federal
court sitting in New York City, New York as a basis for judgement
and execution for collection.
12. CALL OPTION. Under the circumstances and on the terms described below, WCC
shall have the following rights:
12.1. For a period of three (3) years from the date hereof, any of the
Company's officers, insiders and directors (each, a "Control
Person") executing this Agreement seeking to sell all or any part of
such Control Persons' Securities held in his name or the name of an
entity controlled by him, shall notify (the "Notice") WCC in writing
at least fifteen (15) days prior to such sale and will afford to WCC
an opportunity to purchase all or any part of such Securities (the
"Call"), at a price per share equal to eighty percent (80%) of the
average bid price of the Securities for the five days immediately
prior to the date of the Call Notice (as hereinafter defined) on
such market on which the Securities are then listed or traded.
12.2. WCC shall exercise the Call by giving the Control Person against
whom the Call is exercised written notice of such intent within ten
(10) days after WCC's receipt of the Notice (the "Call Notice"). The
closing of the purchase of the Securities subject to the Call shall
be held at the offices of WCC no later than the thirtieth (30th) day
after the Call Notice is deemed delivered under this Agreement,
except upon the mutual agreement of the parties hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
NEUROTECH DEVELOPMENT CORPORATION
By: /s/ Xxxxxxx Xxxx
---------------------------------------
Xxxxxxx Xxxx, Chairman & CFO
WELLINGTON CAPITAL CORPORATION
By: /s/ Xxxx X. Xxxxx/Xxxx X. Xxxxxxx
---------------------------------------
Xxxx X. Xxxxx, Secretary/Treasurer
Xxxx X. Xxxxxxx, President
Solely for purposes of Section 12:
/s/ Xxxxxxx Xxxx
---------------------------------------
Xxxxxxx Xxxx, in his individual capacity
/s/ Xxxxxxxx Xxxx
---------------------------------------
Xxxxxxxx Xxxx, in his individual capacity
---------------------------------------
, in his individual capacity
---------------------------------------
, in his individual capacity
---------------------------------------
, in his individual capacity
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