OPTION TERMINATION AGREEMENT
Exhibit 99.11
THIS AGREEMENT (the “Agreement”) is made as of September 12, 2014, among Matrixx Initiatives, Inc. (“Matrixx”) and ProPhase Labs, Inc. (the “Company”).
WHEREAS, pursuant to the Stock Option Agreement, dated as of September 4, 2012 (the “Option Agreement”), Xxx X. Xxxxxxx (“Xxxxxxx”) granted Matrixx an option (the “Option”) to acquire 1,453,427 shares of Common Stock of the Company owned by Xxxxxxx.
WHEREAS, in connection with the execution of the Option Agreement, Xxxxxxx delivered to Matrixx an irrevocable proxy in the form attached as Exhibit A to the Option Agreement (the “Proxy”).
WHEREAS, the Company has entered into a settlement agreement with certain parties, including Xxxxxxx, whereby, among other things, those parties are returning to the Company shares of Company stock they own, including but not limited to the shares which are subject to the Option.
WHEREAS the Company desires that Matrixx agree that the Option Agreement and Proxy are hereby terminated, and that Matrixx will not exercise the Option or the Proxy and, in consideration thereof, the Company has agreed to pay Matrixx consideration of $37,500.00 (the “Consideration”).
WHEREAS, Xxx Xxxxxxx consents to the foregoing.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Subject to the terms and conditions of this Agreement and to receipt of the Consideration by Matrixx at the Closing, Matrixx hereby agrees that the Option and the Proxy are hereby deemed cancelled and terminated, and of no further effect, and that Matrixx has not exercised and will not exercise the Option or the Proxy.
2. Subject to the conditions set forth herein, the consummation of the transactions that are the subject of this Agreement (the “Closing”) shall occur by electronic exchange of executed agreements, or at the offices of Xxxxxxxx & Xxxxx LLP, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 or such other place as Matrixx and the Company may mutually agree upon in writing, at 10:00 a.m., Chicago time, on the date hereof and the Closing shall be deemed effective as of the open of business on the date hereof.
3. At the Closing, the Company shall deliver to Matrixx the Consideration by wire transfer of immediately available funds to the following account: .
4. This Agreement shall be construed under the laws of the State of Delaware and may not be amended without the prior written consent of the parties hereto.
5. This Agreement may be executed in counterparts, which together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned have executed this Option Cancellation Agreement as of the date and year first above written.
| MATRIXX INITIATIVES, INC. | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: | Xxxxxxx Xxxxxx | |
| Title: | Chief Executive Officer | |
| PROPHASE LABS, INC. | ||
| By: | /s/ Xxx Xxxxxx | |
| Name: | Xxx Xxxxxx | |
| Title: | Chief Executive Officer | |
| Consented To: |
| /s/ Xxx Xxxxxxx |
| Xxx Xxxxxxx |
