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EXHIBIT 10.6
AGREEMENT
AGREEMENT, dated as of June 30, 1997 (this "Agreement"), between Swissray
International, Inc., a New York corporation (the "Company"), and Xxxxx X.
Xxxxxxx ("Laupper").
WHEREAS, prior to the increase of the number of shares of common stock, $.01 par
value (the "Common Stock") which the Company's board of directors is authorized
to issue pursuant to the Corporation's certificate of incorporation from
15,000,000 to 30,000,000 at the Company's meeting of stockholders held on March
7, 1997, the Company was no longer able to maintain a sufficient number of
shares to meet certain obligations to issue Common Stock upon the conversion of
convertible debentures, the exercise of stock options and otherwise as well as
to permit further financings;
WHEREAS, in December of 0000 Xxxxx X. Xxxxxxx agreed to the cancellation of up
to 1,250,000 shares of Common Stock held by Laupper or companies controlled by
Laupper to prevent the Company from breaching certain obligations requiring the
Company to issue Common Stock and to permit future financings provided that upon
approval by the Company's stockholders of the increase of the number of
authorized shares of Common Stock, the Company will issue up to 1,625,000 shares
of Common Stock (or 30% of the Common Stock canceled);
WHEREAS, prior to the increase of the number of authorized shares of the
Company's Common Stock, the Company has requested Laupper, and Laupper has
agreed, to cancel 1,608,633 shares of Common Stock;
NOW THEREFORE, in consideration of the mutual agreements and promises set forth
herein and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:
1. In addition to the shares of Common Stock previously issued to Laupper the
Company shall issue to Laupper an additional 482,590 shares of Common Stock
representing 30% of the aggregate amount of Laupper's Common Stock canceled and
shall instruct the Company's transfer agent to issue to Laupper one or more
certificates representing such shares.
2. Laupper agrees to consider a future cancellation of all or part of his shares
of Common Stock under similar circumstances.
3. Writing Required. No provision of this Agreement may be changed or waived
orally, but only by, an instrument in writing signed by the party to be charged
by such change or waiver. No such waiver shall be construed to include or extend
to any prior or subsequent incidences or occurrences except as specifically set
forth in such writing.
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4. Successors and Assigns. This Agreement shall bind, and inure to the benefit
of, the parties hereto and their respective successors and assigns.
5. Governing Law. This Agreement and its validity, construction and performance
shall be governed in all respects by the internal laws of the State of New
York, without giving effect to any choice of law or conflict of law provision
(whether of the State of New York or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of New
York.
6. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement.
7. Severability. If any provision of this Agreement is held invalid or
unenforceable, the provisions not held invalid or unenforceable shall remain
binding and in effect.
8. Entire Agreement. This Agreement constitutes the entire agreement between
the Parties hereto with respect to the subject matter hereunder.
[Signature Page to Follow]
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IN WITNESS WHEREOF, this Release has been executed as of the day and
year first above written.
SWISSRAY INTERNATIONAL, Inc.
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Secretary
XXXXX X. XXXXXXX
/s/ Xxxxx X. Xxxxxxx
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