Exhibit 10.28 Agreement with Xxxxxxxxx Investissements SA
GENOMED
March 2, 2004
Xxxxxxxxx Investissements SA
Trident Xxxxxxxx
P.O. Box 146
Tortola
British Virgin Islands
GenoMed, Inc.
000 X. Xxxxxx Xxx.
St. Louis, MO 63110
United States of America
Revised offer to GenoMed Inc.
This offer if accepted by GenoMed Inc. completely replaces the original offer
made to GenoMed Inc. by Xxxxxxxxx Investissements SA and accepted by GenoMed
Inc. on February 5th, 2004.
Overview
Xxxxxxxxx Investissements SA are interested in purchasing a minimum of USD
500,000 up to a maximum of USD 2 million worth of common, 12-month restricted
shares in GenoMed Inc. each and every year for a period of ten years at the 30
day market average (mid price of the bid and ask), less a discount of 25%, for
the right to a total of 40 million warrants in GenoMed, Inc. with a strike price
being the 30 day market average (mid price) less a discount of 40%.
Offer terms
1. For the first year only Xxxxxxxxx Investissements SA will purchase USD
225,000 worth of shares in GenoMed Inc. at USD 0.045 cents and a further USD
275,000 worth of shares at the 30 day market average (mid price) less a discount
of 25% by no later than February 18th, 2005. Completion of this payment will
enable Xxxxxxxxx to be eligible to a total of 40 million warrants in GenoMed,
Inc. with a strike price being the 30 day market average (mid price of the bid
and the ask) less a discount of 40%.
2. Xxxxxxxxx would require the warrants to be issued against the first USD
225,000 as funds were received by Genomed Inc., and these warrants would be
possible to convert under the original offer termes presented to GenoMed Inc. by
Xxxxxxxxx and accepted by GenoMed on February 5th, 2004. Those terms are as
follows:
i) Xxxxxxxxx Investissements SA are eligible to purchase USD 225,000 worth
of common, 12-month restricted shares in GenoMed at USD 0.045 with warrants
to match on the following terms: The warrants' strike price will be fixed
at the 30 day average immediately prior to the exercise of the warrants
less a discount of 50% with a 2 year expiry date from issue.
3. These warrants, amounting to USD 225,000 / 0.045 or 5 million warrants,
are to be counted against the total of 40 million warrants which Xxxxxxxxx is
entitled by this agreement, leaving a second category of 35 million warrants
(see below).
4. The second point of the original agreement between GenoMed and
Xxxxxxxxx, dated February 5, 2004, will also remain in effect. It is as follows:
That upon funds being received by GenoMed for the first transaction as in
point (i) [now point #2 above] then Xxxxxxx Xxxxx Xxxxxxx will be eligible
to purchase USD 250,000 worth of shares in GenoMed at USD 0.045 with
warrants to match on the following terms: The warrants' strike price will
be fixed at the 30 day average immediately prior to the exercise of the
warrants less a discount of 50% with a 2 year expiry date from issue.
Xxxxxxx Xxxxxxx will have the right to pay for his shares 30 working days
after the first transaction has been completed.
5. These additional USD 250,000 / 0.045 or 5,555,556 warrants will not be
counted against the total of 40 million warrants to which Xxxxxxxxx is entitled
by this agreement.
6. Xx. Xxxxxxx Xxxxxxx agrees to transfer proxy voting power to GenoMed's
management for a 12 month period after conversion to free-trading shares of the
5,555,556 warrants mentioned in point #5 above.
7. For the remaining nine years Xxxxxxxxx would have to purchase a minimum
USD 500,000 worth of GenoMed Inc. common, 12-month restricted shares each and
every year at the 30 day market average (mid price) less a discount of 25% for
Xxxxxxxxx to be able to retain their rights to the remaining 35 million warrants
(see point #3).
8. The 35 million warrants would have an expiry date of 10 years from the
date of the revised offer being accepted by GenoMed Inc. (Note: the first 5
million warrants have an expiry date of only 2 years). If Xxxxxxxxx failed to
invest the minimum agreed amount of USD 500,000 per calendar year then they
would lose all their rights to all remaining unconverted warrants.
9. Apart from Xxxxxxxxx'x 5 million warrants mentioned in point #2, and Xx.
Xxxxxxx Xxxxxxx'x 5,555,556 warrants mentioned in point #4, the remaining 35
million warrants covered by this agreement (see point #3) could only be
converted to common, 12-month restricted shares if GenoMed stock was trading at
USD 1.00 or above. In other words, the warrants could be converted at USD 0.60
(60 cents) if the 30 day average midpoint of the bid and ask of the stock was
USD 1.00. If the 30 day average midpoint of the stock was USD 0.99, the warrants
could not be converted.
10. Of the 35 million warrants referred to in point #3, only 7 million
warrants could be converted in any one calendar year. It will therefore require
a minimum of 5 years to convert all 35 million warrants mentioned in point #3.
The calendar year referred to in this agreement ends on midnight, local, St.
Louis time on February 18th and begins anew at 12:01 am local St. Louis time on
February 19th.
11. The 12-month restriction before sale on GenoMed's common stock begins
at the time of conversion of warrants into common stock, not when the warrants
are issued.
12. As part of this agreement, Xxxxxxxxx agrees that no more that 10% of
its holding in GenoMed can be sold in any one month so as to avoid a negative
impact on GenoMed's share price. This requirement is passed on to any subsequent
owner of the warrants or shares of GenoMed covered by this agreement, should
they be purchased, sold, or transferred to any additional parties.
13. This agreement expressly does not include the right of representation
on the Board of Directors of GenoMed by Xxxxxxxxx or any other investor in
GenoMed by virtue of this agreement.
14. None of the GenoMed shares or warrants referred to in this agreement
can be hypothecated.
15. GenoMed shall be granted a 45 day right of first refusal to purchase
any warrants or shares (registered or unregistered) covered by this agreement
and offered for sale by Xxxxxxxxx or any of its co-investors under this
agreement.
16. This agreement shall be made under the laws of Missouri, where GenoMed
is headquartered.
17. Xxxxxxxxx Investissements SA reserve the right to pay for and register
their shares through a private person / company / or Member Broker of their
choice.
18. Finally, it is understood that this transaction involves GenoMed's
common shares, which are restricted from sale for 12 months according to Rule
144 of the Securities and Exchange Commission, and that any certificate issued
will bear this legend.
/s/Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx MD
CEO GenoMed, Inc.
