EXHIBIT 10 (W)
Amendment To Agreement with Principal Shareholders of Labcaire Systems, Ltd.
This Agreement entered into on the 28th day of June, 1996 is supplemental to a
certain agreement dated May 21, 1992 (the "Original Agreement") between Misonix,
Inc., [previously known as Medsonic, Inc.] with principal offices at 0000 Xxx
Xxxxxxx, Xxxxxxxxxxx, Xxx Xxxx 00000 ("Investor" or "Misonix") and each of Xxxxx
Xxxxxxx Xxxxxxx, Xxxx Xxxxxxx Xxxxx, Xxxxxx Xxxxxx Xxxx, Xxxxxx Xxxxxx Xxxxxxx,
Xxxxxxxx Xxxxxxx Xxxxx and Labcaire Systems Limited ("Labcaire" or the
"Company").
W I T N E S S E T H
i. Reference is made to the Original Agreement, the provisions of which are
hereby incorporated by reference and made a part hereof; unless otherwise
specified, the definitions in the Original Agreement shall have the same
meanings when used herein except that "the Management Team" shall not
include Xxxx Xxxxxxx Xxxxx.
ii. Xxxx Xxxxxxx Xxxxx, having sold the balance of his shares of Labcaire to
the Investor, is not becoming a party to this Agreement and is not
affected hereby.
iii. Clause 6 of the Original Agreement, referring to "Management Team
Options," is hereby modified by striking out clauses 6.1, 6.2 and 6.4 in
their entirety, retaining Clause 6.3 and adding certain new clauses, so
that Clause 6, as hereby amended and restated, shall read as follows in
its entirety:
"Purchase of Management Team Shares
Each of the Management Team hereby agrees to sell his Total Holding of Labcaire
shares to the Investor and the Investor hereby agrees to purchase the same in
accordance with the following: one-seventh (1/7th) of the Total Holding of each
person is to be sold (the "Partial Purchase") in each of the next seven
consecutive years, commencing with 1996 and ending in 2002, so that the final
1/7th of the Total Holding shall be sold in the Partial Purchase taking place in
2002.
6.1 Each Partial Purchase shall occur on a date which is 60 days from the
adoption of financial statements for the preceding financial period.
One-seventh (1/7th) of the Total Holding of each member of the Management
Team, whose name and shares are as set forth on Schedule A attached
hereto, shall be purchased by the Investor at the Deemed Value thereof.
6.2 At closing, the Investor shall, upon receipt of a duly completed share
transfer form and the relevant share certificate, pay to that member of
the Management Team the Deemed Value of the Labcaire ordinary shares
being purchased pursuant to such Partial Purchase.
6.3 The parties hereto will do all such acts and things as may be required
to effect such transfer of shares including but not limited to the
appropriate exercise or waiver of their rights under the Articles of
Association of the Company.
6.4 The first Partial Purchase shall occur in 1996 based upon the audited
accounts of the Company for the financial period ending June 30, 1996
(the "1996 Purchase").
The purchase price for the 1996 Purchase shall be paid by the Investor
to each selling member of the Management Team in cash at the closing,
against delivery of certificates representing the Labcaire Ordinary
shares being sold.
The purchase price to be paid for each Partial Purchase shall be
computed as follows: The Deemed Value of each Labcaire Ordinary share,
as defined in Clause 1(1), shall refer to the Company's earnings
before interest, tax and management charges shown in the audited
statements for the immediately preceding fiscal period.
In no event, however, shall the price to be paid by the Investor for an
Ordinary share at any Partial Purchase after the 1996 Purchase be less
than 50% of the price per Ordinary share in the 1996 Purchase, as
calculated upon a like number of Labcaire shares in issue and fully paid
on each such date.
6.5 Any one or more members of the Management Team may, at his sole
election, transfer his Total Holding of Labcaire Ordinary shares, only
to the extent of the shares to be included in the current year's Partial
Purchase, for any consideration or for no consideration, to his spouse
and/or children provided, however, that any transferee agrees to be
bound by this Agreement (including the obligations of sale of such
Ordinary shares pursuant hereto) as if one of the Management Team in
the respect of the Labcaire Ordinary shares so transferred.
iv. The provisions of Clause 7, denominated as "Investor's Option," are
hereby stricken in their entirety.
v. The Option Agreements described in Clause 2.7 of the Original Agreement,
relating to the purchase of Misonix shares, are hereby cancelled.
vi. In Clause 1 of the Service Agreements dated May 21, 1992 between the
Company, on the one hand, and each of Messrs. Xxxx, Xxxxxxx and Spear,
on the other, the reference to "three calendar months" is hereby changed
to "six calendar months."
IN WITNESS HEREOF, this Agreement has been signed by or on behalf of
the parties on and as of the day and year first above written.
Misonix, Inc.
By:
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Xxxxxx Xxxxxxxx, President - duly
authorized for Misonix Inc. in the presence of:
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Xxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxxx Xxxxx
Labcaire Systems Limited
By:
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Duly authorized for Labcaire Systems
Limited in the presence of:
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SCHEDULE A
Shares covered by each partial purchase
(1/7th of total)*
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Percentage ownership of Each Partial
Labcaire shares at date of 1996 Purchase after
Management Term amended agreement Xxxxxxxx 0000 Xxxxxxxx
--------------------------------- ------------------------------------- ------------------ -------------------------
Xxxxxxx Xxxxxxx 30.76% (20,000 shares) 2,858 2,857
Xxxxxx Xxxx 23.08% (15,000 shares) 2,142 2,143
Xxxxxx Xxxxxxx 23.08% (15,000 shares) 2,142 2,143
Xxxxxxxx Xxxxx 23.08% (15,000 shares) 2,142 2,143
Total issued and outstanding
shares of Labcaire: 350,000 shares
All shares repurchased by Investor are to be regarded as issued and
outstanding for purposes of calculation of total number of shares in issue and
fully paid on the last day of a financial period for purposes of calculation of
the Deemed Value.
*In order to eliminate fractional shares, the numbers being purchased
in the 1996 Purchase and in each Partial Purchase subsequent thereto will vary
slightly.
