AGREEMENT
AGREEMENT, made this 1st day of November, 1997, by and among BioCoral,
Inc., a Delaware corporation ("BioCoral") with its principal place of business
c/x Xxxxx Xxxx Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 U.S.A.;
Xxxx Xxxxxxx Khoobdehi ("Vida"), residing at Abu Dhabi, U.A.E.; and Xxxx
Darondel ("Xxxx"), residing at Xxx Xxxxxxxxxx, 00000 Xxxxxxxxx, XXXXXX.
WITNESSETH:
WHEREAS, BioCoral has been, since 1996, a shareholder of Inoteb S.A., a
French societe anonyme ("Inoteb") owning, as of August 31, 1997, approximately
57% of Inoteb's outstanding share capital; and
WHEREAS, Xxxx was an original shareholder of Inoteb who exchanged his
Inoteb shares for BioCoral shares in 1995; and
WHEREAS, in June 1997, Inoteb's board decided to do an "augmentation of
capital" ("Augmentation") for Inoteb, similar to a "rights offering" in the US,
in the aggregate amount of FF 5,411,795; and
WHEREAS, the Augmentation, by decision of the Inoteb board, was open only
to existing shareholders of Inoteb as of such date; and
WHEREAS, by letter dated June 12, 1997, BioCoral engaged itself to
participate in the Augmentation up to FF 4,000,000 in order to guarantee the
continuation of Inoteb through the end of 1997 to Inoteb's French auditors,
which was necessary for Inoteb to continue its ordinary business operations; and
WHEREAS, in order to permit BioCoral to take advantage of the Augmentation
to improve its position in Inoteb, Vida loaned BioCoral (the "Vida Loan") the
sum of $260,000 (US)
on September 20, 1997, then equivalent to FF 1,549,236 (the day rate at Credit
du Nord, BioCoral's bank), in order for BioCoral to subscribe for an aggregate
of 7,557 shares of Inoteb (the "Vida Shares"); and
WHEREAS, on October 24, 1997, Xxxx also loaned BioCoral (the "Xxxx Loan")
the sum of FF 971,905, to enable BioCoral to subscribe for an aggregate of 4,741
Inoteb shares (the "Xxxx Shares"); and
WHEREAS, as a result of the two aforementioned subscriptions, BioCoral has
become a major shareholder of Inoteb owning approximately 66.96% of Inoteb's
shares and Vida and Xxxx desire to formalize their respective relationships with
BioCoral regarding the Vida Loan and the Xxxx Loan, all as more fully set forth
herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Vida Loan. The Vida Loan shall be a demand loan with simple interest at
the rate of 10% per annum, denominated in US dollars. Since the Vida Shares were
purchased by BioCoral and are registered in its name, BioCoral hereby pledges
the Vida Shares as security for the repayment of the Vida Loan. Further,
BioCoral agrees to escrow such Vida Shares, with all voting rights appurtenant
thereto, with Xxxxx Xxxx Xxxxxx & Xxxxxx LLP, counsel to BioCoral, pending
repayment of or conversion of the Vida Loan. At Vida's option, the Vida Loan may
be converted at any time into 307,245 shares of BioCoral common stock, to be
registered in the name of Vida or her designee, all costs and expenses of such
exchange to be borne by BioCoral. Such conversion, which shall be by simple
notice to BioCoral, shall be cause for the immediate release of the Vida Shares
from escrow.
2. Xxxx Loan. The Xxxx Loan shall be a demand loan with simple interest at
the rate of 10% per annum, denominated in US dollars. Since the Xxxx Shares were
purchased by BioCoral
and are registered in its name, BioCoral hereby pledges the Xxxx Shares as
security for the repayment of the Xxxx Loan. Further, BioCoral agrees to escrow
such Xxxx Shares, with all voting rights appurtenant thereto, with Xxxxx Riso
Xxxxxx & Xxxxxx LLP, counsel to BioCoral, pending repayment of or conversion of
the Xxxx Loan. At Jean's option, the Xxxx Loan may be converted at any time into
192,755 shares of BioCoral common stock, to be registered in the name of Xxxx or
his designee, all costs and expenses of such exchange to be borne by BioCoral.
Such conversion, which shall be by simple notice to BioCoral, shall be cause for
the immediate release of the Xxxx Shares from escrow.
3. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly made when delivered personally or
when mailed, first class, postage prepaid, by registered or certified mail,
return receipt requested, addressed to the parties at their respective addresses
first above mentioned or to such other address as any party shall hereafter
designate to the other parties in conformity with the foregoing.
4. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
5. Complete Agreement. This Agreement contains the entire understanding
among the parties hereto with respect to the transactions contemplated hereby
and supersedes all prior agreements and understandings with respect to such
subject matter.
6. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors, permitted
assigns, heirs, executors, administrators and personal representatives. This
Agreement may not be assigned by any party hereto without the prior written
consent of other parties hereto and any such attempted
assignment shall be void and of no force and effect, except that Vida may
designate an assignee of her right to receive her shares under Section 1 above
without the consent of any other party hereto.
7. Amendment; Waiver. This Agreement may be amended, modified, superseded
or canceled, and any of the terms, covenants, representations, warranties or
conditions hereof may be waived, only by a written instrument executed by the
parties hereto or, in the case of a waiver, by the party waiving compliance. No
waiver by any party of any condition, or of the breach of any provision, term,
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 of the breach of any other provision, term,
covenant, representation or warranty of this Agreement.
8. Severability and Applicable Law. Each provision hereof is intended to
be severable and the invalidity or illegality of any portion of this Agreement
shall not affect the validity or legality of the remainder hereof. This
Agreement shall be deemed to be made under and shall be construed and enforced
in accordance with the laws of the State of New York without regard to its
principles of conflict of laws.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
BIOCORAL, INC.
/s/ Xxxx Xxxxxxx Khoobdehi
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Xxxx Xxxxxxx Khoobdehi
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, President
/s/ Xxxx Darondel
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Xxxx Darondel By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, Director
