Exhibit 10.1
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (this "AGREEMENT") is made as of January 5,
2010, by and among Ivivi Technologies, Inc. a New Jersey corporation (the
"COMPANY"), Ivivi Technologies, LLC, a Delaware limited liability company (the
"BUYER") and the other parties listed on the signature pages hereto (each, a
"SHAREHOLDER" and collectively, the "SHAREHOLDERS"). Capitalized terms used but
not otherwise defined herein shall have the respective meanings ascribed to such
terms in the Voting Agreement (as defined below).
WHEREAS, the Company, Buyer and Stockholders are parties to that certain
Voting Agreement (the "VOTING AGREEMENT"), dated as of September 24, 2009; and
WHEREAS, in connection with that certain Memorandum of Understanding,
dated January 5, 2010, by and among Law Offices of Xxxxx X. Xxxxxxx, P.C. Xxxxx
& Notis, LLP, Xxxxxxxxxx Xxxxxxx P.C. and Ferro Labella & Xxxxxx LLC, the
Company, Buyer and Stockholders desire to terminate the Voting Agreement,
effective as of the date hereof.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. TERMINATION. The Voting Agreement is hereby terminated in all
respects and the parties thereto shall have no further obligations to each other
thereunder.
2. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement by
and among the parties hereto with respect to the subject matter hereof, there
being no other written, oral or other agreements or understanding between the
parties regarding the subject matter hereof.
3. COUNTERPARTS. This Agreement may be executed in counterparts (which
may be exchanged by facsimile), each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
IVIVI TECHNOLOGIES, INC.
By: /s/ Andre' X. XxXxxx
----------------------------
Name: Andre' X. XxXxxx
Title: Executive Vice President
IVIVI TECHNOLOGIES, LLC
By: /s/ Xxxxxx X. Xxxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Managing Member
ADM TRONICS UNLIMITED, INC.
By: /s/ Andre' X. XxXxxx
----------------------------
Name: Andre' X. XxXxxx
Title: President
/s/ Andre' X. XxXxxx
----------------------------
Xxxxx X. XxXxxx
/s/ Xxxxx Xxxxxx
----------------------------
Xxxxx Xxxxxx
/s/ Xxxxxx Xxxxx, Ph.D.
----------------------------
Xxxxxx Xxxxx, Ph.D.
/s/ Xxxxxx Xxxxxxx, M.D.
----------------------------
Xxxxxx Xxxxxxx, M.D.
/s/ Xxxx Xxxxxxx, Ph.D.
----------------------------
Xxxx Xxxxxxx, Ph.D.
/s/ Xx Xxxxxx
----------------------------
Xx Xxxxxx
XXXXXXX X. XXXXXXXXXX & CO.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: President
