Exhibit 10.2
ANTI-DILUTION AGREEMENT (this "Agreement") dated as of July 16, 2004,
between Mediscience Technology Corp. (the "Corporation"), a New Jersey
corporation, and Xxxxxx Xxxxxx ("Xxxxxx").
R E C I T A L S
WHEREAS, the Corporation heretofore has granted certain anti-dilution
rights (the "Rights") to Xxxxxx, which Rights have been referenced in, among
other places, certain of the Corporation's filings with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934 and of which
the Board of Directors of the Corporation (the "Board") has been aware and
previously acknowledged at various meetings of the Board;
WHEREAS, the Rights relate to the portion of the 1,405,600 shares of common
stock of the Corporation ("Common Stock") that Xxxxxx owned on August 19, 1999,
which represented four percent (4%) of the issued and outstanding Common Stock
on that date, that Xxxxxx continues to own (the "Xxxxxx Retained Shares");
WHEREAS, after examination of the Corporation's and Xxxxxx'x files, certain
documents relating to the Rights could not be found; and
WHEREAS, it is in the best interest of the Corporation and Xxxxxx now wish
to memorialize the Rights in this Agreement as if this Agreement had been
entered into concurrently with the creation of the Rights and been in full force
and effect at all times since then.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Corporation and Xxxxxx (collectively, the "Parties" and,
sometimes individually, a "Party") hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have
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the following meanings:
"Agreement" means this Agreement.
"Xxxxxx" means Xxxxxx Xxxxxx.
"Xxxxxx Anti-Dilution Percentage" means, as of any date, four percentage
(4%) multiplied by a fraction, the numerator of which shall be the Xxxxxx
Retained Shares Xxxxxx owns on such date, and the denominator of which shall be
1,405,600.
"Xxxxxx Retained Shares" means, as of any date, the number of shares owned
by Xxxxxx on such date that can be traced to the 1,405,600 shares of Common
Stock that Xxxxxx owned on August 19, 1999.
"Board" means the Board of Directors of the Corporation.
"Common Stock" means the common stock, par value $.01 per share, of the
Corporation.
"Corporate Reacquisition" means any transaction pursuant to which the
Corporation reacquires any issued and outstanding shares of Common Stock.
"Corporation" means Mediscience Technology Corp., a New Jersey corporation.
"Parties" means Xxxxxx and the Corporation.
"Party" means Xxxxxx or the Corporation.
"R&T" means Registrar & Transfer Company, or its successor as transfer
agent of the Common Stock.
"Rights" means the Anti-Dilution Rights of Xxxxxx described in this
Agreement.
2. Description of the Rights. The Rights (i) entitle Xxxxxx and obligate
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the Corporation to issue and deliver to Xxxxxx additional shares of Common
Stock, without payment by Xxxxxx, and (ii) entitle the Corporation and obligate
Xxxxxx to deliver to the Corporation, without payment by the Corporation, such
that the Xxxxxx Retained Shares always represent the Xxxxxx Anti-Dilution
Percentage.
3. Agreement on Number of Shares Owed to Xxxxxx. The Parties hereby
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acknowledge, confirm and agree that the aggregate number of shares of Common
Stock that the Corporation owed to Xxxxxx as of May 31, 2004 pursuant to the
Rights was 143,502 shares, the same number reflected in Note 9 of the Notes to
Financial Statements included in the Corporation's Quarterly Report of Form
10-QSB for the quarter ended May 31, 2004.
4. Identification, Segregation and Tracking of the Xxxxxx Retained Shares.
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Xxxxxx shall (i) promptly and from time to time identify to the Corporation and
R&T all Xxxxxx Retained Shares and (ii) segregate the Xxxxxx Retained Shares
from any other shares of Common Stock Xxxxxx may own from time to time. The
Corporation shall cause R&T to separately track the Xxxxxx Retained Shares and
to respond in a timely fashion to all audit inquiries from the Corporation and
its accountants with respect thereto.
5. Integration Clause. This Agreement memorializes, restates and supersedes
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all prior agreements between the Parties with respect to the Rights sand the
subject matter hereof.
6. Governing Law. This Agreement shall be governed by and constructed in
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accordance with the laws of the State of New York.
7. Counterparts. This Agreement may be executed in multiple counterparts,
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each of which shall be deemed to be an original, but all of which together shall
represent one and the same Agreement.
8. Facsimile Execution. This Agreement may be delivered by facsimile or
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..pdf file of an executed counterpart.
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be
executed as of the day and year first written above.
Mediscience Technology Corp.
By: /s/Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Chairman of the Board and
Chief Executive Officer
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
