EXHIBIT 10.5
CAPRIUS, INC
Xxx Xxxxxx Xxxxx
Xxxx Xxx, Xxx Xxxxxx 00000
March 29, 2000
Xx. Xxxxxxxx Xxxxx
0000 Xxxx Xxxxx
Xxxxxxxxxx, XX 00000
Xx. Xxxxx:
In consideration of your purchase of units (the "Units")offered by Caprius,
Inc., a Delaware corporation (the "Company"), in a placement (the "Placement")
pursuant to a Stock Purchase Agreement, dated as of March 27, 2000 (the
"Purchase Agreement"), the Company is granting to you, Xxxxxxxx Xxxxx (the
"Holder"), the rights set forth herein; provided, however, that any rights
granted hereunder by the Company are subject to the approval of the majority of
the Board of Directors, absent any interested party to this transaction
(including any Board member designated or nominated by the Holder). Furthermore,
the parties hereto agree to complete the Placement and be bound the terms of the
Purchase Agreement irrespective of whether the rights granted herein are
approved by the Board of Directors. This letter (the "Letter Agreement") sets
forth our mutual agreement as to the subject matter herein.
1. Option Grant. Subject to approval of the Board of Directors as described
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above, the Company shall grant the Holder an option (the "Option") to purchase
500,000 shares of the Company's Common Stock (the "Option Grant"). The Option
shall have an exercise price of the greater of $1.00 or the market value of the
Common Stock, on the date of grant, as listed on the exchange which the Common
Stock is then listed. The Option shall be exercisable for no less than three
years or no greater then five years from the date of grant. For the purposes of
the registration rights the shares of Common Stock underlying the Option shall
be included as "Registrable Securities" as defined in Section 6 of the Purchase
Agreement. A form of the Option is attached hereto as Exhibit A.
2. Voting Agreement.
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2.1 With respect to the Option Grant, and in consideration of each Holder's
purchase of Units in the Placement, Xxxxxxxx Xxxxx and Xxxxxx Xxxxx, executive
officers and directors of the Company, hereby agree to recommend such Option
Grant at the next meeting of the Board of Directors. After such meeting, the
Company shall notify the Holder as to whether the Board of Directors has
approved the Option Grant. The Company agrees to call a Board meeting with
regard to the Option Grant within 15 days from the date hereof.
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3. Notices. Any notices under this Letter Agreement shall be in writing and
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shall be deemed to have been given when delivered personally, or if sent by an
overnight delivery service or by telecopier or other electronic means on the
first day of actual receipt. Notices shall be addressed as set forth at the head
of this Letter Agreement or to such other address as either party hereto may
duly give to the other.
4. Miscellaneous.
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4.1 This Letter Agreement sets forth the entire agreement between the
parties hereto as to the subject matter herein, and cannot be amended, modified
or terminated except by an agreement in writing executed by the parties hereto.
4.2 In the event any provision of this Letter Agreement is invalid, illegal
or unenforceable, the remainder of hereof shall be construed without taking into
effect such invalid, illegal or unenforceable provision.
4.3 This Letter Agreement shall be governed by the laws of the State of
Delaware.
4.4 The terms of this Letter Agreement shall be binding upon the Company
and each Holder, and their successors, assigns, heirs and successors.
Please signify your agreement to the foregoing by executing and returning
the duplicate of this letter. You may retain the original for your files.
Very truly yours,
CAPRIUS, INC.
By:
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Name:
Title:
This 29th day of March, 2000
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Xxxxxxxx Xxxxx
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