CryoPort, Inc. Board of Directors Agreement
Exhibit 10.15
THIS CRYOPORT, INC. BOARD OF
DIRECTORS AGREEMENT (“Agreement”) is entered into this 10th day of
December, 2008 by and between CryoPort, Inc. (“The
Company”), and Xxxxx X.
Xxxxxxxxx (“Xxxxx Xxxxxxxxx”)
RECITALS
A. Xxxxx
Xxxxxxxxx has considerable experience in and related to public companies, their
boards of directors, corporate governance, corporate strategic planning, raising
capital, and the biotech industry in general; and
B. The
Company desires to obtain the corporate governance and other board experiences
of Xxxxx Xxxxxxxxx, and Xxxxx Xxxxxxxxx is willing to provide such assistance,
with respect to the serving on the Company’s Board of Directors as its Chairman:
and
NOW, THEREFORE, in
consideration of the mutual covenants and promises contained herein, the
sufficiency of which is hereby acknowledged by each of the
parties. The Company and Xxxxx Xxxxxxxxx hereby agree as
follows:
1. Appointment
as Xxxxx Xxxxxxxxx the Company Board of Directors and Election as
Chairman: The Company Board of Directors agrees too and has
appointed Xxxxx Xxxxxxxxx to the Company Board of Directors and elected him
Chairman by Unanimous Consent of Action on December 5, 2008 in accordance with
the provisions of NRS 87.315 of the General Corporation Law of the State of
Nevada, an unsigned copy of which is attached hereto.
2. Independent
Director: Xxxxx Xxxxxxxxx shall act in the capacity of an independent
director as such is defined by the NASDAQ so long as such definition
applies..
3. Time
Devoted to Company. Xxxxx Xxxxxxxxx shall spend approximately
sixty (60) hours a month on Company business in his capacity as
Chairman.
4. Term of
Agreement: Further this Agreement shall continue in force and effect,
from time to time, until Xxxxx Xxxxxxxxx is replaced either by a vote of the
shareholders at any annual or special meeting as allowed under the Company
By-Laws, or by a majority vote of the Company Board of Directors as allowed
under the Company By-Laws.
5. Compensation
as Chairman: As compensation for Xxxxx Xxxxxxxxx’x
services as Chairman of the Company’s Board of Directors shall be as
follows:
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a)
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$12,000
per month Board of Directors fee. First fee due and payable beginning for
December 2008.
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b)
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500,000
cashless Company warrants at a strike price of $0.84. Said warrants shall
vest over three (3) years in equal proportion, i.e. one third each of the
three (3) years. Further, all warrants shall vest immediately with a
change of control of the Company as defined in the warrant
agreement.
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6. Representations
and Warrants of the L Xxxxxxxxx: Xxxxx Xxxxxxxxx hereby
represents and warrants as of the date hereof each of the following: (a) Xxxxx
Xxxxxxxxx has the power and authority to enter this agreement and to carry out
its obligations hereunder. The execution and delivery of this
agreement by the Xxxxx Xxxxxxxxx and the consummation by the Company of the
transactions contemplated hereby have been duly authorized by Xxxxx Xxxxxxxxx,
and no other action on the part of the Xxxxx Xxxxxxxxx is necessary to authorize
this agreement and such transaction.
7. Representations
and warranties of the Company: Company hereby represents and
warrants as of the date hereof each of the following: (a) The Company has the
requisite corporate power and authority to enter into the agreement and to carry
out its obligations hereunder. The execution and delivery of this
agreement by the Company and the consummation by Company of the transactions
contemplated hereby have been duly authorized by the Company, and no other
corporate proceedings on the part of the Company are necessary to authorize this
agreement and such transaction.
8. Notices:
Any notice of communication to be given under the terms of this agreement
shall be in writing and delivered in person or deposited certified or
registered, in the United States mail, postage prepaid, addressed as
follows:
If to
Xxxxx Xxxxxxxxx:
Xxxxx X.
Xxxxxxxxx
Apercu
Consulting
000 Xxxxx
Xxxxxx, #000
Xxx
Xxxxx, XX 00000
If to
Company:
00000
Xxxxxxx Xxx Xxxxxx
Xxxx
Xxxxxx, XX 00000
9. Entire
Agreement: This agreement constitutes and embodies the full
and complete understanding and agreement of the Parties hereto with respect to
the subject matter hereof and supersedes all prior understandings whether oral
or in writing and may not be modified except by writing signed by the Parties
hereto.
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10.
Successors
and Assigns. The
rights and benefits of the direct and indirect successor(s), assignor(s), and
transferee(s) of both parties shall have no right to assign, transfer or
otherwise dispose of his, hers, its, right, title and interest in and to any
part of this Agreement or to assign of delegate the burdens hereof without prior
written consent of the other party. Representative's obligations hereunder shall
survive any termination of this Agreement.
11. Modifications. Any modifications of this
Agreement will be effective only if it is in writing and signed by the party to
be charged.
12. Partial
Invalidity. If
any provision in this Agreement is held by a court of competent jurisdiction to
be invalid, void, or unenforceable, the remaining provisions shall nevertheless
continue in full force and effect without being impaired or invalidated in any
way.
13. Governing
Law and Jurisdiction. This Agreement shall be
interpreted under and governed by the laws of the State of California, without
regard to its conflicts of law principles.
14. Arbitration: The
parties shall resolve any disputes arising hereunder before a panel of three
arbitrators selected to pursuant to and run in accordance with the rules of the
American Arbitration Association. The arbitration shall be held in
Orange County. Each party shall bear their own attorney’s fees and
costs of such arbitration. The successful party in the arbitration proceedings
shall be entitled to seek an award of reasonable attorney’s fees from the
Arbitrators.
15. Headings. The captions set forth in
this Agreement are for convenience only and shall not be considered as part of
this Agreement or in any way limiting or amplifying the terms and provisions
hereof.
16. No Rights
in Third Parties.
Nothing herein expressed or implied is intended to or shall be construed to
confer upon or give to any person, firm or other entity, other than the parties
hereof and their respective successors and assigns or personal representatives,
any rights or remedies under or by reason of this Agreement.
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IN WITNESS WHEREOF, This
CryoPort, Inc. Board of Directors Agreement has been executed as of the day and
year first written above.
By:
/s/ Xxxxx
Berry________________
Xxxxx
Berry___________________
Name
CEO,
President________________
Title
Xxxxx G,
Xxxxxxxxx:
/s/ Xxxxx X.
Stambaugh____________
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