EXHIBIT 4.1
AGREEMENT
This Agreement is made as of June 27, 2003, by and between EP MedSystems,
Inc. (the "Company"), a New Jersey corporation, and Xxxxxxx Xxxxxxxxx
("Xxxxxxxxx"), a Texas resident.
Whereas, the Company executed a Mortgage Note in favor of Xxxxxxxxx as
holder of said note, dated November 21, 2002 (the "Mortgage Note"),
Whereas, the parties hereto desire to convert a the remaining amount of the
outstanding principal amount of the Mortgage Note into shares of Common Stock of
the Company,
Now, therefore, the Company and Xxxxxxxxx hereby agree as follows:
1. Xxxxxxxxx hereby converts the remaining $187,500 principal amount
payable to him under the Mortgage Note into 87,617 shares of the
Common Stock of the Company.
2. The Conversion Date is June 27, 2003.
3. As soon as practicable, the Company shall deliver to Xxxxxxxxx a
certificate representing the 87,617 shares of the Company's Common
Stock, but no later than 45 days after the Conversion Date.
4. The principal amount of the Mortgage Note shall be reduced by $187,500
to $0 upon issuance of the shares.
5. With the full principal amount of the outstanding Mortgage Note
converted into shares of the Company's common stock, the principal
amount of the Mortgage Note is deemed to be paid in full, and accrued
interest shall be paid in accordance with the terms of the Mortgage
Note.
6. As soon as practicable, Xxxxxxxxx will remove all liens associated
with the mortgage.
7. Promptly upon execution of this Agreement by the Company, and payment
of accrued and unpaid interest thereon Xxxxxxxxx shall return the
original Mortgage Note to the Company for cancellation.
8. The Company agrees to cause the registration of the 87,617 shares of
the Company's Common Stock Issued to Xxxxxxxxx pursuant to the terms of
this Agreement as well as the 150,000 shares issued under the previous
mortgage conversion, at the time shares held by other shareholders are
registered on the Company's next registration statement on Form S-3,
but no later than 90 days from the Conversion Date.
9. The Company represents that it has full corporate authority to enter
into this Agreement and issue the shares of the Company's Common Stock
referred to above.
In Witness Whereof, the parties have executed this agreement as of the
date first above written.
By: EP MedSystems, Inc.
/s/ Xxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxxxx /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Chief Executive Officer and
and President
