EXHIBIT 4
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
Xxxxxxxx X. Xxxxxxx, Esq.
Xxxxxxx X. Xxxx, Esq.
Xxxxxxxx X. Xxxxxx, Esq.
Xxxxxxxx X. Xxxx, Esq.
Xxxxx Xxxxxx, Esq.
Xxxxxx X. Xxxxxxx, Esq.
Xxxx X. Xxxxx, Esq.
Xxxxx X. Xxxxxx, Esq.
June 4, 1996
Xx. Xxxxxx Xxxxxxx VIA FACSIMILE
Cryo-Cell International, Inc.
0000 Xxxxx Xxx.
Xxxxxxx, Xxx Xxxx 00000
RE: LEGAL REPRESENTATION
Dear Xx. Xxxxxxx:
This is to confirm our understanding whereby you have engaged this firm
to represent you with respect to the proposed litigation against the University
of Arizona and other defendants (hereinafter referred to as the "Matter"). This
agreement only pertains to our representation in connection with the Matter.
This letter, when signed by you, will constitute the written fee contract
required by California law. In connection therewith, our understanding and
agreement are as follows:
1. We will undertake to advise you in connection with the Matter and
any other matters you ask us to undertake. We will undertake to prepare such
documents as may be required to affect the foregoing.
2. There can be no assurances, and we make no guarantees,
representations or warranties as to the particular results from our services and
the response and timeliness of action by any governmental official or
department.
3. You understand that the accuracy and completeness of any document
prepared by us is dependent upon your alertness to assure that it contains all
material facts which might be important and that such documents must not contain
any misrepresentation of a material fact nor omit information necessary to make
the statements therein not misleading. To that end, you agree to review, and
confirm to us in writing that you have reviewed, all materials for their
accuracy and completeness prior to any use thereof. You also acknowledge that
this
responsibility continues in the event that the materials become deficient
in this regard.
4. We will undertake the representation in connection with the matter
in accordance with the following terms:
(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. We will
xxxx you on a monthly basis. You will have 10 days from receipt of this xxxx to
pay it in full, in cash. In the event you do not make such a payment, then we
will be obligated to convert the amount owed into free-trading shares issued by
Cryo-Cell., Inc pursuant to an S-8 registration statement as free trading shares
( the "Compensation Shares"). This amount shall include all attorney's fees and
costs contained in our xxxx. Such conversion shall be at the average closing
bid-price during the last 10 trading days for the calendar month during which we
present our xxxx (the "Purchase Price") (ie. if our xxxx is dated July 17, then
it would be the last 10 trading days in July). We agree to not trade any of the
Compensation Shares during the 90-day period of time (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 you shall have an option to acquire for cash any or all of the
Compensation Shares at the Purchase Price (the "Option"). In the event the
Option is not exercised with the payment of such cash, we will have the right to
trade the Compensation Shares on the public securities markets. We may only
receive up to $250,000 in Compensation Shares as a result of our representation
in connection with the Matter. In the event our firm is retained in connection
with other litigation arising from the facts of the Matter, then any fees
received by our firm shall be used to mitigate the amount owed by Cryo-Cell
under this paragraph.
We will xxxx you monthly with the understanding that, except as set
forth otherwise herein, unless otherwise agreed to by us, you will pay the full
amount of each statement within ten days after your receipt thereof. Amounts
past due for 30 days or more will be charged a finance charge of 10% per annum.
5. Except as set forth above, fees do not include incidental costs and
expenses such as copying charges, long distance telephone charges, messenger
charges, filing fees, court costs and facsimile charges. The other costs will be
billed to you or, in the case of certain expenses such as corporate filing
costs, you will be requested to provide such amounts in advance. You agree to
pay all expenses advanced by the firm and to provide expenses in advance to the
extent requested by the firm.
6. With respect to any new matters, hourly fees do not include
incidental costs and expenses such as copying charges, long distance telephone
charges, messenger charges, and facsimile charges. These costs will be billed to
you on a monthly basis. You agree to pay all expenses advanced by the firm and
to provide expenses in advance to the extent requested by the firm.
7. The firm reserves the right to immediately withdraw its
representation in the event that (i) we discover any misrepresentation of
information provided to us, or (ii) you and any of your affiliates engage in any
conduct or activities contrary to our advice which in our
Xx. Xxxxxx Xxxxxxx
June 4, 196
Page 8
opinion would constitute a violation of applicable law. In the event legal
action is required to collect any amounts due hereunder, you agree to pay legal
fees and expenses required to collect such amounts.
8. We will consult with you on all major decisions and will attempt to
keep you fully informed of the status of the preparation of documents and
responses to filings, if any, as well as our recommended strategies. You should
feel free to call at any time if you have any questions or wish to discuss any
aspect of this matter.
9. You are advised that the Firm maintains errors and omissions
insurance coverage applicable to the services to be rendered.
10. This Agreement shall be governed by the laws of the State of
California and venue for any action hereunder shall be in Orange County,
California.
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 XXXXXXX
____________________
Xxxxxxxx X. Xxxxxxx
The undersigned hereby confirms and agrees that this letter, executed and
effective this 4th day of June, 1996, sets forth my understanding and agreement.
CRYO-CELL INTERNATIONAL, INC.
By:/s/ XXXXXX X. XXXXXXX
________________________
Title: CHAIRMAN AND CEO
SSN:____________________
