EXHIBIT 10.7
I-TRAX, INC.
One Xxxxx Square
000 X. 00xx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
December 31, 2001
A. Xxxxx Xxxxxxx
The Aquadome
Eastern Road
P.O. Box N-732
Nassau N.P. Bahamas
Re: Contribution and Exchange Agreement by and among I-trax
Health Management Solutions, Inc. (f/k/a X-Xxxx.xxx, Inc.)
and I-trax, Inc., on the one hand, and Xxxxxx Xxxxxxx, A.
Xxxxx Xxxxxxx, Granton Marketing Nederland BV, and iSummit
Partners, LLC, on the other hand, dated as of September 22,
2000, as amended by First Amendment dated as of February 7,
2001
Dear Xxxxx:
Reference is made to the above referenced Contribution and
Exchange Agreement, as amended ("Exchange Agreement"). Capitalized terms used
herein and not otherwise defined herein shall have the meaning given to such
terms in the Exchange Agreement.
Intending to be legally bound, the Holding Company, I-trax and
you hereby acknowledge and agree as follows:
1. Effective as of the date hereof, A. Xxxxx Xxxxxxx hereby
(a) surrenders to the Holding Company for cancellation an aggregate of Six
Hundred Sixty One Thousand Six Hundred Eighty Two (661,682) I-trax Shares, and
(b) agrees to assign Sixty Thousand (60,000) I-trax Shares to Xx. Xxxxx. As a
result, the Holding Company will issue to Xx. Xxxxxxx a total of One Million
Four Hundred Seventeen Thousand Eight Hundred Ninety Nine (1,417,899) I-trax
Shares.
2. Except as set forth in this letter agreement, the Exchange
Agreement shall remain in full force and effect and references in this Exchange
Agreement to "this Agreement", "the Agreement", "hereunder", "herein", "hereof"
and words of like effect shall mean the Exchange Agreement as so amended by this
letter agreement. This Letter Agreement may be executed in one or more
counterparts and/or by facsimile, all of which taken together shall constitute
one instrument.
[Signatures appear on the following page.]
If this letter agreement is acceptable to you, please signify
in the space provided below.
Sincerely,
I-TRAX HEALTH MANAGEMENT I-TRAX, INC.
SOLUTIONS, INC.
(F/K/A X-XXXX.XXX, INC.)
/s/ Xxxx Xxxxx /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx Name: Xxxx Xxxxx
Title: Chief Operating Officer Title: Chief Operating Officer
Accepted, Acknowledged
and Agreed to:
/s/ A. Xxxxx Xxxxxxx
A. XXXXX XXXXXXX
I-TRAX, INC.
One Xxxxx Square
000 X. 00xx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
December 31, 2001
Xxxxxx Xxxxxxx
0000 Xxxx 00 Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Re: Contribution and Exchange Agreement by and among I-trax
Health Management Solutions, Inc. (f/k/a X-Xxxx.xxx, Inc.)
and I-trax, Inc., on the one hand, and Xxxxxx Xxxxxxx, A.
Xxxxx Xxxxxxx, Granton Marketing Nederland BV, and iSummit
Partners, LLC, on the other hand, dated as of September 22,
2000, as amended by First Amendment dated as of February 7,
2001
Dear Stuart:
Reference is made to the above referenced Contribution and
Exchange Agreement, as amended ("Exchange Agreement"). Capitalized terms used
herein and not otherwise defined herein shall have the meaning given to such
terms in the Exchange Agreement.
Intending to be legally bound, the Holding Company, I-trax and
you hereby acknowledge and agree as follows:
1. Effective as of the date hereof, Xxxxxx Xxxxxxx hereby (a)
surrenders to the Holding Company for cancellation an aggregate of Six Hundred
Twenty Seven Thousand Five Hundred Two (627,502) I-trax Shares, and (b) agrees
to assign Sixty Thousand (60,000) I-trax Shares to Xx. Xxxxx. As a result, the
Holding Company will issue to Xx. Xxxxxxx a total of One Million Three Hundred
Sixty Seven Thousand Six Hundred Twenty Nine (1,367,629) I-trax Shares.
2. Except as set forth in this letter agreement, the Exchange
Agreement shall remain in full force and effect and references in this Exchange
Agreement to "this Agreement", "the Agreement", "hereunder", "herein", "hereof"
and words of like effect shall mean the Exchange Agreement as so amended by this
letter agreement. This Letter Agreement may be executed in one or more
counterparts and/or by facsimile, all of which taken together shall constitute
one instrument.
[Signatures appear on the following page.]
If this letter agreement is acceptable to you, please signify
in the space provided below.
Sincerely,
I-TRAX HEALTH MANAGEMENT I-TRAX, INC.
SOLUTIONS, INC.
(F/K/A X-XXXX.XXX, INC.)
/s/ Xxxx Xxxxx /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx Name: Xxxx Xxxxx
Title: Chief Operating Officer Title: Chief Operating Officer
Accepted, Acknowledged
and Agreed to:
/s/ Xxxxxx Xxxxxxx
XXXXXX XXXXXXX
