EXHIBIT 10.19
PUT AGREEMENT
THIS PUT AGREEMENT is made this 2nd day of May, 2002 (the "Effective
Date"), by and among Xxxx Xxxxx Associates, Inc., a Delaware a corporation
("Xxxx Xxxxx Associates") and Xxxx Xxxxx, an individual resident of the state of
Pennsylvania.
WHEREAS, Xxxx Xxxxx Associates, a wholly-owned subsidiary of Armitec,
Inc., a Delaware corporation ("Armitec"), and Xxxx Xxxxx entered to a certain
Consulting Agreement (the "Consulting Agreement"), of even date herewith
pursuant to which Xxxx Xxxxx Associates hired Xxxx Xxxxx as its consultant for a
period of five years in exchange for the compensation in the amount of $127,200
per year and 2,000,000 shares of Armitec Common Stock, $0.00167 par value per
share (the "Armitec Common Stock"); and
WHEREAS, one of the conditions precedent under the Consulting Agreement
is the execution and delivery of this Put Agreement, to provide Xxxx Xxxxx with
the right to cause Xxxx Xxxxx Associates to repurchase the Armitec Common Stock
in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, pursuant to the Consulting Agreement and in
consideration of the premises, and for other good and valuable consideration,
the receipt and sufficiency of which hereby are acknowledged, it hereby is
agreed as follows:
1. Certain Definitions. Except as otherwise designated,
capitalized terms used herein shall have the meanings attributed to such terms
in the Consulting Agreement.
2. Put Provisions.
(a) Except as otherwise provided herein, upon the five (5) year
anniversary of the Effective Date, and for a period of thirty (30) days
thereafter (the "Exercise Period"), Xxxx Xxxxx may irrevocably elect (the "Put
Right"), by providing written notice to Xxxx Xxxxx Associates of such election
(a "Put Notice"), to cause Xxxx Xxxxx Associates to purchase the Armitec Common
Stock (the "Put Shares") for an aggregate purchase price equal to $550,000 cash.
(b) The closing of the purchase and sale of the Put Shares (the "Put
Closing") shall occur on a date mutually agreed upon by Xxxx Xxxxx and Xxxx
Xxxxx Associates but no earlier than sixty (60) days after the date upon which
Xxxx Xxxxx Associates receives such Put Notice. At the Put Closing, Xxxx Xxxxx
shall convey, assign and transfer unto Xxxx Xxxxx Associates the Armitec Common
Stock, free and clear of any and all liens, claims and encumbrances, in exchange
for the delivery by Xxxx Xxxxx Associates to Xxxx Xxxxx of $550,000 in cash. At
the Put Closing, Xxxx Xxxxx Associates and Xxxx Xxxxx shall execute and deliver
to each other any and all documents, agreements, instruments or certificates
that are reasonably necessary to effectuate and consummate the sale of the Put
Shares from Xxxx Xxxxx to Xxxx Xxxxx Associates as described herein.
(c) At any time after the two (2) year anniversary of the Effective
Date, Xxxx Xxxxx Associates may Xxxx Xxxxx Associates may irrevocably elect (the
"Call Right"), by providing written notice to Xxxx Xxxxx of such election (a
"Call Notice"), to cause Xxxx Xxxxx to sell the Armitec Common Stock (the "Call
Shares") to Xxxx Xxxxx Associates for an aggregate purchase price equal to
$550,000 cash.
(d) Upon receipt of a Call Notice, Xxxx Xxxxx shall have fifteen (15)
days to elect in writing whether to accept the Call Notice and resell the shares
to Xxxx Xxxxx Associates or to reject the Call Notice. If Xxxx Xxxxx shall
reject a Call Notice, his right to put the stock to Xxxx Xxxxx Associates as
described in Section 2(a) shall terminate.
(e) If Xxxx Xxxxx shall accept the Call Notice, the closing of the
purchase and sale of the Call Shares (the "Call Closing") shall occur on a date
mutually agreed upon by Xxxx Xxxxx and Xxxx Xxxxx Associates but no earlier than
sixty (60) days after the date upon which Xxxx Xxxxx Associates receives the
election to accept the Call Notice. At the Call Closing, Xxxx Xxxxx shall
convey, assign and transfer unto Xxxx Xxxxx Associates the Armitec Common Stock,
free and clear of any and all liens, claims and encumbrances, in exchange for
the delivery by Xxxx Xxxxx Associates to Xxxx Xxxxx of $550,000 in cash. At the
Call Closing, Xxxx Xxxxx Associates and Xxxx Xxxxx shall execute and deliver to
each other any and all documents, agreements, instruments or certificates that
are reasonably necessary to effectuate and consummate the sale of the Call
Shares from Xxxx Xxxxx to Xxxx Xxxxx Associates as described herein.
3. Notices. All notices or other communications under this Put
Agreement shall be in writing and shall be given (and shall be deemed to have
been duly given upon receipt) by delivery in Person, by telecopy (with
confirmation of receipt), or by registered or certified mail, postage prepaid,
return receipt requested, addressed as follows:
If to Xxxx Xxxxx:
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Telecopy :
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Telephone:
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With a copy to: Xxxxxx X. Xxxxxxxxx, Xx., Esq
00 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx-Xxxxx , Xxxxxxxxxxxx 00000
Telecopy: (000) 000-0000
Telephone: (000) 000-0000
If to Xxxx Xxxxx Associates: 0000 Xxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxx
Telecopy: (000) 000-0000
Telephone: (000) 000-0000
With a copy to: Xxxxxxxxx Xxxxxxx
The Forum
0000 Xxxxxxxxx Xxxxxxx., Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X.. Xxxxxxxxx, Esq.
Telecopy: 000-000-0000
Telephone: 000-000-0000
or to such other address as any party may have furnished to the other parties in
writing in accordance with this Section.
4. Miscellaneous.
(a) This Put Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which shall together
constitute one and the same agreement.
(b) The section headings herein are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Put Agreement.
(c) The rights, powers, privileges, duties and liabilities of the
parties hereto are not assignable by Xxxx Xxxxx, in whole or in part, without
the prior written consent of Xxxx Xxxxx Associates.
(d) This Put Agreement shall be binding upon, and shall inure to the
benefit of, Xxxx Xxxxx, Xxxx Xxxxx Associates, and their respective permitted
assigns.
(e) No amendment of this Put Agreement shall be effective unless in
writing and signed by Xxxx Xxxxx and Xxxx Xxxxx Associates.
(f) The waiver by any party hereto of the breach of any provision of
this Put Agreement shall not operate or be construed as a waiver of any
subsequent breach of any party.
(g) This Put Agreement constitutes the entire understanding of the
parties hereto with respect to the subject matter hereof. There are no
restrictions, promises, warranties, covenants or undertakings with respect to
the subject matter hereof other than those expressly set forth herein. This Put
Agreement supersedes all prior negotiations, agreements and undertakings between
the parties hereto with respect to such subject matter.
(h) This Put Agreement shall be governed under the laws of the State of
Pennsylvania.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have executed this Put Agreement
as of the date first above written.
"XXXX XXXXX ASSOCIATES, INC."
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: President
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/s/ Xxxx Xxxxx
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Xxxx Xxxxx
