RETURN TO TREASURY AGREEMENT
Exhibit
10.2
THIS AGREEMENT is made as of
the 29th day of July, 2009
BETWEEN:
Midas Medici Group Holdings,
Inc., a corporation formed pursuant to the laws of the State of Delaware
and having an office for business at 000 Xxxx Xxxxxx, 00xx Xxx.
Xxx Xxxx, Xxx Xxxx 00000 (the “Company”)
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AND:
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__________, an individual
having an address at 000 Xxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000 (the “Shareholder”).
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WHEREAS:
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A. The
Shareholder is the registered and beneficial owner of _____ shares of the
Company’s common stock.
B. The
Shareholder has agreed to return __________________ (_____) shares of the
Company’s common stock (the “Surrendered Shares”) held by him to the treasury of
the Company for the sole purpose of the Company retiring the Surrendered
Shares.
NOW THEREFORE THIS AGREEMENT
WITNESSETH THAT in consideration of the premises and sum of $10.00 now
paid by the Company to the Shareholder, the receipt and sufficiency whereof is
hereby acknowledged, the parties hereto hereby agree as follows:
Surrender
of Shares
1. The
Shareholder hereby surrenders to the Company the Surrendered Shares by
delivering to the Company herewith a share certificate or certificates
representing the Shares, duly endorsed for transfer in blank, signatures
medallion guaranteed. The Company hereby acknowledges receipt from
the Shareholder of the certificates for the sole purpose of retiring the
Surrendered Shares.
Retirement
of Shares
2. The
Company agrees to promptly retire the Surrendered Shares.
f
Representations
and Warranties
3. The
Shareholder represents and warrants to the Company that he is the owner of the
Surrendered Shares and that he has good and marketable title to the Surrendered
Shares and that the Surrendered Shares are free and clear of all liens, security
interests or pledges of any kind whatsoever.
General
4. Each
of the parties will execute and deliver such further and other documents and do
and perform such further and other acts as any other party may reasonably
require to carry out and give effect to the terms and intention of this
Agreement.
5. Time
is expressly declared to be the essence of this Agreement.
6. The
provisions contained herein constitute the entire agreement among the Company
and the Shareholder respecting the subject matter hereof and supersede all
previous communications, representations and agreements, whether verbal or
written, among the Company and the Shareholder with respect to the subject
matter hereof.
7. This
Agreement will enure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, successors and permitted
assigns.
8. This
Agreement is not assignable without the prior written consent of the parties
hereto.
9. This
Agreement may be executed in counterparts, each of which when executed by any
party will be deemed to be an original and all of which counterparts will
together constitute one and the same Agreement. Delivery of executed copies of
this Agreement by telecopier will constitute proper delivery, provided that
originally executed counterparts are delivered to the parties within a
reasonable time thereafter.
IN WITNESS WHEREOF the parties
have executed this Agreement effective as of the day and year first above
written.
| MIDAS MEDICI GROUP HOLDINGS, INC. | |||
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By:
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/s/ | |
| Xxxx Xxxxxxx | |||
| CEO and Co-Executive Chairman | |||
| SHAREHOLDER: | |||
| By: | |||
By:
