AGREEMENT
THIS
AGREEMENT
(“Agreement”),
dated
as of December 12, 2007, is by and between Xxxxxxxxx Plaza ("Purchaser"),
and
Pharma-Bio Serv, Inc. (the “Company”).
WITNESSETH
WHEREAS,
Purchaser has entered into a Securities Purchase Agreement dated December 12,
2007 (the “SPA”) pursuant to which Purchaser has agreed to purchase warrants to
purchase an aggregate of Four Hundred Sixty Six Thousand, Six Hundred and Sixty
Seven (466,667) shares of common stock, par value $0.0001 (the “Warrants”) of
the Company in consideration for $0.77 per Warrant, which shall be payable
by
the issuance of a promissory note (the “Notes”) to each of the sellers (the
“Sellers”).
WHEREAS,
the
closing of the sale and purchase of the Warrants is conditioned on the Company
obtaining a National Minority Supplier Development Council Minority-Controlled
Certification (“Certification”) extending beyond December 31, 2007.
NOW
THEREFORE,
in
consideration of the promises and respective mutual agreements herein contained,
it is agreed by and between the parties hereto as follows:
1. Agreement
to Exercise Warrants.
Upon
the terms and conditions herein contained, Purchaser hereby agrees to exercise
the Warrants simultaneously with the closing of the SPA and directs that the
Company pays an aggregate of Three Hundred Fifty Nine Thousand, Three Hundred
and Thirty Three Dollars and Fifty Nine Cents ($359,333.59) of the payment
due
to the Purchaser by the Company on January 25, 2008 pursuant to the Agreement
and Plan of Merger dated January 25, 2006 among Xxxxxxxx Consulting Group Inc.,
PBSV, Purchaser and Plaza Acquisition Corp. to each of the Sellers in the
respective amounts set forth on Schedule A of the SPA. Purchaser shall exercise
warrants by completing the Purchase Form attached to each of the certificates
evidencing the Warrants and submitting the completed Purchase Forms to the
Company.
2. Issuance
of the Warrants.
The
Company hereby agrees to issue and deliver the New Warrants (as defined in
the
SPA) to the Purchaser and to the Sellers as provided in Section 2.5 of the
SPA.
3. Authorization;
Enforcement.
The
Purchaser has all requisite power and authority to enter into and perform this
Agreement and to consummate the transactions contemplated hereby and to issue
the Notes to each of the Sellers, in accordance with the terms of the SPA,
(ii)
this Agreement has been duly executed and delivered by the Purchaser, and (iii)
this Agreement and each of the Notes constitute a legal, valid and binding
obligation of the Purchaser enforceable against the Purchaser in accordance
with
its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
laws
relating to, or affecting generally, the enforcement of creditors’ rights and
remedies or by other equitable principles of general application.
4. No
Conflicts.
The
execution, delivery and performance of this Agreement by the Purchaser and
the
consummation by the Purchaser of the transactions contemplated hereby
(including, without limitation, the issuance of the Notes to the Sellers
pursuant to the SPA) will not violate or conflict with, or result in a breach
of
any provision of, or constitute a default (or an event which with notice or
lapse of time or both could become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any
agreement, note, bond, indenture or other instrument to which the Purchaser
is a
party, or (iii) result in a violation of any law, rule, regulation, order,
judgment or decree (including federal and state securities laws and regulations
and regulations of any self-regulatory organizations to which the Purchaser
is
subject) applicable to the Purchaser. the Purchaser is not required to obtain
any consent, authorization or order of, or make any filing or registration
with,
any court, governmental agency, regulatory agency, self regulatory organization
or stock market or any third party in order for it to execute, deliver or
perform any of its obligations under this Agreement in accordance with the
terms
hereof.
5. Entire
Agreement.
This
Agreement sets forth the entire agreement and understanding of the parties
hereto with respect to the transactions contemplated hereby, and supersedes
all
prior agreements, arrangements and understandings related to the subject matter
hereof. No understanding, promise, inducement, statement of intention,
representation, warranty, covenant or condition, written or oral, express or
implied, whether by statute or otherwise, has been made by any party hereto
which is not embodied in this Agreement or the written statements, certificates,
or other documents delivered pursuant hereto or in connection with the
transactions contemplated hereby, and no party hereto shall be bound by or
liable for any alleged understanding, promise, inducement, statement,
representation, warranty, covenant or condition not so set forth.
6. Notices.
Any
notice, request, instruction, or other document required by the terms of this
Agreement, or deemed by any of the parties hereto to be desirable, to be given
to any other party hereto shall be in writing and shall be given by facsimile,
personal delivery, overnight delivery, or mailed by registered or certified
mail, postage prepaid, with return receipt requested to the address or facsimile
set forth on the signature page hereto. If notice is given by facsimile,
personal delivery, or overnight delivery in accordance with the provisions
of
this Section, said notice shall be conclusively deemed given at the time of
such
delivery. If notice is given by mail in accordance with the provisions of this
Section, such notice shall be conclusively deemed given seven days after deposit
thereof in the United States mail.
7. Waiver
and Amendment.
Any
term, provision, covenant, representation, warranty or condition of this
Agreement may be waived, but only by a written instrument signed by the parties.
The failure or delay of any party at any time or times to require performance
of
any provision hereof or to exercise its rights with respect to any provision
hereof shall in no manner operate as a waiver of or affect such party's right
at
a later time to enforce the same. No waiver by any party of any condition,
or of
the breach of any term, provision, covenant, representation or warranty
contained in this Agreement, in any one or more instances, shall be deemed
to be
or construed as a further or continuing waiver of any such condition or breach
or waiver of any other condition or of the breach of any other term, provision,
covenant, representation or warranty. No modification or amendment of this
Agreement shall be valid and binding unless it be in writing and signed by
all
parties hereto.
8. Choice
of Law.
This
Agreement and the rights of the parties hereunder shall be governed by and
construed in accordance with the laws of the State of New York including all
matters of construction, validity, performance, and enforcement and without
giving effect to the principles of conflict of laws.
9. Jurisdiction.
The
parties submit to the jurisdiction of the Courts of the County of New York,
State of New York or a Federal Court empaneled in the State of New York for
the
resolution of all legal disputes arising under the terms of this Agreement,
including, but not limited to, enforcement of any arbitration
award.
10. Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original, but all of which shall together constitute one and the
same
instrument.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement, as of the
date
first written hereinabove.
/s/
Xxxxxxxxx Xxxxx
XXXXXXXXX
XXXXX
Xxxxx
000
Xxxxxx Xxxx 000
Xxxxxx,
XX 00000
Facsimile:
(000) 000-0000
By:/s/
Xxxxxxxxx Plaza
Name:
Xxxxxxxxx Plaza
Title:
President and CEO
000
Xxxxxx Xxxx, Xxxxx 000
Xxxxxx,
Xxxxxx Xxxx 00000
Facsimile:
(000) 000-0000
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