EXHIBIT 4.2
Amendment to Retainer Agreement
LAW OFFICES OF
XXXXXXX & BEAM
TWO XXXXXXX XXXXX
XXXXX 000
XXXXXX, XXXXXXXXXX 00000
(000) 000-0000
(000) 000-0000
FAX: (000) 000-0000
Xxxxxxx X. Xxxx, Esq. Xxxxx X. Xxxxxx, Esq.
Xxxxxxxx X. Xxxxxxx, Esq. Xxxxx X. Xxxx, Esq.
Xxxxxxxx X. Xxxx, Esq. Xxxxx X. X. XxXxxxxxx, Esq.
Xxxxx Xxxxxx, Esq. Xxxxxxx X. Xxxxxx, Esq.
Xxxxxx X Xxxxxx, Esq.
Of Counsel
May 14, 1998
Xx. Xxxxxx Xxxxxxx VIA FACSIMILE
Cryo-Cell International, Inc.
0000 Xxxxx Xxx.
Xxxxxxx, Xxx Xxxx 00000
RE: LEGAL REPRESENTATION
Dear Xx. Xxxxxxx:
On June 4, 1996, Cryo-Cell International, Inc. (the "Company") entered
into a Retainer Agreement with Xxxxxxx & Beam pursuant to which the Company
agreed to issue Options to purchase up to $250,000 of shares of Common Stock of
the Company (the "Compensation Shares") in consideration for legal services to
be provided to the Company commencing as of the date of the agreement. The term
of the Retainer Agreement shall be until either party terminates the agreement.
Under the terms of the Retainer Agreement, Xxxxxxx & Beam is to represent,
advise, and counsel with the Company concerning proposed litigation by the
Company against the University of Arizona and other defendants (the "Matter").
The Company registered 10,000 of the Compensation Shares on Form S-8 filed with
the Securities and Exchange Commission (the "Commission"). As of the date
hereof, Xxxxxxx & Beam has earned in excess of 10,000 shares of Common Stock of
the Company.
The Company wishes to continue the engagement of Xxxxxxx &Beam in the
Matter and wishes to continue the engagement under similar payment terms as
those set forth above. Therefore, the Company and Xxxxxxx &Beam hereby amend the
Retainer Agreement to provide for the registration of Form S-8 of an additional
25,000 Compensation Shares payable to Xxxxxxx &Beam as follows:
(a) 16.5% of the aggregate recovery up to the day prior to the
commencement of the Mandatory Settlement Conference; this amount shall
increase to 20% upon commencement of the Mandatory Settlement Conference;
plus
(b) $100 per hour payable in the form of stock as follows: Xxxxxxx & Beam
will xxxx the Company on a monthly basis. Immediately upon execution of
the xxxx, Xxxxxxx & Beam shall receive the total amount owed on the xxxx
in the form of shares of Common Stock issued by the Company (the
"Compensation Shares"). This amount shall include all attorneys' fees and
costs contained in Xxxxxxx & Xxxx'x xxxx. The conversion rate of the xxxx
into the Compensation Shares shall be at the closing bid-price on the date
of the xxxx (the "Exercise Price"). All Compensation Shares issued for the
payment of services shall have a lock-up period of 90 days (the "Lock-Up
Period") following the date of the xxxx giving rise to the right to
receive the Compensation Shares. Upon the day which constitutes the final
day of the Lock-Up Period, the Company has the right to redeem the
Compensation Shares by paying cash for the Compensation Shares at the
Exercise Price in $5,000 increments. In the event the Shares are not
redeemed with the payment of such cash, Xxxxxxx & Beam shall have the
right to immediately trade the Compensation Shares on the public
securities markets. All Compensation Shares issued for the payment of
costs shall have no lock-up period and Xxxxxxx & Beam shall have the right
to immediately trade such Compensation Shares on the public securities
markets. Xxxxxxx & Beam may only receive up to $250,000 worth of
Compensation Shares as a result of its representation in connection with
the Matter. In the event Xxxxxxx & Beam is retained in connection with
other litigation arising from the facts of the Matter, then any fees
received by Xxxxxxx & Beam shall be used to mitigate the amount owed by
the Company under this paragraph.
If this letter correctly sets forth your understanding and agreement with
respect to the matters mentioned above, please execute and return one copy of
this letter.
Very truly yours,
XXXXXXX & BEAM
/s/ XXXXXXXX X. XXXXXXX
-----------------------
Xxxxxxxx X. Xxxxxxx
The undersigned hereby confirms and agrees that this letter, executed and
effective this 14th day of May, 1998, sets forth my understanding and agreement.
CRYO-CELL INTERNATIONAL, INC.
BY: /s/ XXXXXX X. XXXXXXX
---------------------
Title: Chief Executive Officer
SSN: 00-000-0000