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 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇▇▇").
R E C I T A L S
WHEREAS, the Corporation heretofore has granted certain anti-dilution
rights (the "Rights") to ▇▇▇▇▇▇, 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 ▇▇▇▇▇▇ owned on August 19, 1999,
which represented four percent (4%) of the issued and outstanding Common Stock
on that date, that ▇▇▇▇▇▇ continues to own (the "▇▇▇▇▇▇ Retained Shares");
WHEREAS, after examination of the Corporation's and ▇▇▇▇▇▇'▇ files, certain
documents relating to the Rights could not be found; and
WHEREAS, it is in the best interest of the Corporation and ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ (collectively, the "Parties" and,
sometimes individually, a "Party") hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have
-----------
the following meanings:
"Agreement" means this Agreement.
"▇▇▇▇▇▇" means ▇▇▇▇▇▇ ▇▇▇▇▇▇.
"▇▇▇▇▇▇ Anti-Dilution Percentage" means, as of any date, four percentage
(4%) multiplied by a fraction, the numerator of which shall be the ▇▇▇▇▇▇
Retained Shares ▇▇▇▇▇▇ owns on such date, and the denominator of which shall be
1,405,600.
"▇▇▇▇▇▇ Retained Shares" means, as of any date, the number of shares owned
by ▇▇▇▇▇▇ on such date that can be traced to the 1,405,600 shares of Common
Stock that ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ and the Corporation.
"Party" means ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ described in this
Agreement.
2. Description of the Rights. The Rights (i) entitle ▇▇▇▇▇▇ and obligate
-------------------------
the Corporation to issue and deliver to ▇▇▇▇▇▇ additional shares of Common
Stock, without payment by ▇▇▇▇▇▇, and (ii) entitle the Corporation and obligate
▇▇▇▇▇▇ to deliver to the Corporation, without payment by the Corporation, such
that the ▇▇▇▇▇▇ Retained Shares always represent the ▇▇▇▇▇▇ Anti-Dilution
Percentage.
3. Agreement on Number of Shares Owed to ▇▇▇▇▇▇. The Parties hereby
--------------------------------------------
acknowledge, confirm and agree that the aggregate number of shares of Common
Stock that the Corporation owed to ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Retained Shares.
----------------------------------------------------------------------
▇▇▇▇▇▇ shall (i) promptly and from time to time identify to the Corporation and
R&T all ▇▇▇▇▇▇ Retained Shares and (ii) segregate the ▇▇▇▇▇▇ Retained Shares
from any other shares of Common Stock ▇▇▇▇▇▇ may own from time to time. The
Corporation shall cause R&T to separately track the ▇▇▇▇▇▇ 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
------------------
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
-------------
accordance with the laws of the State of New York.
7. Counterparts. This Agreement may be executed in multiple counterparts,
------------
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
-------------------
..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/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Chairman of the Board and
Chief Executive Officer
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
