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AGREEMENT
WHEREAS, Xxxx X. Xxxxxxx has formed a corporation named OssaTronics,
Inc. with a purpose to pursue Food and Drug Administration (F.D.A.) approval of
the Ossatron and related equipment in the United States and with a further
purpose of marketing and servicing the Ossatron and related equipment in the
United States, South America and Canada and;
WHEREAS, the parties hereto desire to become shareholders of
OssaTronics, Inc. subject to the Articles of Incorporation, Bylaws, and
Corporate Resolutions; an
NOW THEREFORE, in consideration of ten dollars ($10.00) and other good
and valuable considerations, the parties agree as follows:
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The undersigned understand the inherent risks associated with the
foregoing venture and acknowledge that they have had ample opportunity to
evaluate the merits and risks associated with the investment. The undersigned
further represent that they are able to bear the economic risk of such an
investment for a prolonged period of time.
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The corporation shall have the authority to issue not more than 100,000
shares of one class of common stock, with one vote per share. The parties agree
to subscribe to the following amounts of shares of capital stock of the
corporation (the "Stock") in accordance with the affidavits attached hereto as
Exhibit "A".
A. 31,000 shares (31%) of the stock is to be issued to Xxxx X.
Xxxxxxx upon the acceptance of his affidavit and upon full payment of the
purchase price of $62,000.
B. 31,000 shares (31%) of the stock is to be issued to Xxxxx
Xxxxxxxx, M.D., upon the acceptance of his affidavit and upon full payment of
the purchase price of $62,000.
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C. 33,000 shares (33%) of the stock is to be issued to Xxxx-Xxxxx
Xxxxxx upon the acceptance of his affidavit and upon full payment of the
purchase price of $66,000.
D. 5,000 shares (5%) of the stock is to be issued to Xxxxx X.
Xxxxxxx upon the acceptance of his affidavit and upon the full payment of the
purchase price of $10,000.
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The parties agree that all shareholders shall have preemptive rights to
acquire proportional amounts of the corporations unissued or later issued stock
or treasury shares.
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The parties hereto agree to invest time and expertise in furtherance of
the corporate purposes at no expense in proportion to the ownership interest
herein specified.
IN WITNESS WHEREOF, the parties have affixed their hands and seals this
15th day of February, 1995.
/s/ Xxxx X. Xxxxxxx
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Attest Xxxx X. Xxxxxxx
/s/ Xxxxx Xxxxxxxx, M.D.
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Attest Xxxxx Xxxxxxxx, M.D.
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Attest Xxxx-Xxxxx Xxxxxx
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Attest
/s/ Xxxxx X. Xxxxxxx
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Attest Xxxxx X. Xxxxxxx
