Exhibit 10.12
Letter Agreement Dated March 31, 1999 Between
Aurora Financial Services, L.L.C. and BioLynx, Inc.
With Respect to a Private Placement of 500,000
Shares of Common Stock
Exhibit 10.12
LETTER AGREEMENT
This AGREEMENT is made and entered into this the 31/st/ day of March, 1999 by
and between BioLynx, Inc. ("BIOLYNX"), a Texas Corporation, and Aurora Financial
Services, LLC., ("AURORA") and/or assigns.
WITNESSETH
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WHEREAS, BIOLYNX is engaged in the business of providing biometric automation
for the control of employees time and attendance for employers and wishes to
engage Aurora for the purpose of raising capital;
NOW, THEREFORE, it is hereby agreed as follows:
1. As compensation for raising equity/debt capital for BIOLYNX, AURORA shall
receive the following:
a. Eight (8%) percent of investor proceeds in the form of cash payable upon
the delivery of funds.
b. Two (2%) percent of the total equity position in common stock after the
investment is made.
c. Right of first refusal for subsequent financings.
2. BIOLYNX shall defend, indemnify and hold harmless AURORA from any claim,
suit, liability or other damages, direct or indirect, including but not
limited to all payments, expenses, potential injuries, or costs involving
the development or operation of its products. The parties agree that any
liability arising for any reason at any time as a result of the subject
matter of this section of the Agreement shall be completely borne,
represented and paid for by BIOLYNX.
3. The parties acknowledge that this Agreement does not create a partnership
relationship between the parties and that BIOLYNX will not refer to AURORA
as a partner or joint venturer, or as a member of a partnership, or joint
venture, with BIOLYNX. BIOLYNX agrees to maintain in strictest confidence
the identity of any and all parties acting on behalf of AURORA.
4. The parties understand and agree that BIOLYNX holds certain patents and
copywrites and that the plans and descriptions of the business, and the
rights thereto, are trade secrets and the parties warrant not to disclose
to anyone else such information without the prior written consent of
BioLynx, Inc.
5. This Agreement contains the entire understanding and agreement of the
parties as of the date hereof, and this Agreement may be amended or
modified only by an instrument in writing properly made and duly executed
by all parties hereto.
6. If litigation is commenced between the parties relative to this Agreement
or any of the rights or duties hereunder, the prevailing party shall be
entitled in addition to such relief as may be granted, to reasonable
attorney's fees and court costs as determined by the court in such action.
7. If any provision of this Agreement is declared by a court of competent
jurisdiction to be void, invalid or unenforceable, such provisions shall be
deemed severed from the Agreement and the remaining portions and provisions
shall remain in full force and effect.
8. Any notices required to be made pursuant to this Agreement in writing shall
be deemed made, when delivered personally to the party or an officer of the
party, five (5) days after being mailed by certified mail, postage prepaid,
to the following addresses:
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If to BIOLYNX: If to AURORA:
BioLynx, Inc. Aurora Financial Services, LLC
Xxxx X. Xxxxxx XX 2401 Fountainview
President and CEO Suite 1010
0000 Xxxxxxx Xxxx Xxxxxxx, Xxxxx 00000
Xxx Xxxxxxx, Xxxxx 00000
Either party may change its address for the purpose hereof by giving
notice of such change to the other party in the manner herein
provided, such change to become effective on the tenth (10/th/) day
after such notice is received.
9. This Agreement shall be construed and governed by the laws of the State of
Texas, and all obligations hereunder shall be deemed performable in Xxxxxx
County, Texas.
10. Subject to the provisions of this Agreement, this Agreement shall be
binding upon and inure to benefit of the parties signatory hereto, and
their respective distributees, successors, assigns and heirs.
11. This Agreement may be executed in a number of counterparts, each of which
shall be deemed an original and all of which shall constitute one and the
same Agreement.
12. In connection with this Agreement, as well as all transactions
contemplated by this Agreement, the parties agree to execute, deliver and
cause to be executed and delivered such additional documents and
instruments and to perform and cause to be performed such additional acts
as may be necessary or appropriate to effectuate, carry out and perform
all of the terms, provisions and conditions of this Agreement, and all
such transactions.
13. This Agreement is made solely and specifically between and for the benefit
of the parties hereto, and their respective successors, assigns and heirs,
subject to any express provisions hereof relating to the successors,
assigns and heirs, and no other person or entity whatsoever shall have any
rights, interest or claims hereunder or be entitled to any benefits under
or on account of this Agreement as a third party beneficiary or otherwise.
14. The respective rights duties and obligations of the parties hereto as set
forth herein shall survive the dissolution of either party hereto.
IN WITNESS HEREOF, this Agreement has been executed as of this the 6/th/ day
of April, 1999.
BioLynx, Inc,
By: /s/ XXXX X. XXXXXX XX
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Xxxx X. Xxxxxx XX
Aurora Financial Services, LLC
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
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