Exhibit 10.2
AGREEMENT
Between
-/ Remedent Professional Holdings, Inc., 00000 Xxxxxxx Xxxx. Xxxxx 000, Xxxxxx,
XX 00000, Xxxxxx Xxxxxx of America, on the one hand
and
-/ Lausha X.X., Xxxxxxxxxxxxx 00, 0000, Xxxx-Xxxxxxx-Xxxxx, Xxxxxxx -/ Xxxxx
List, Xxxxxxxxxxx 00, 0000, Xxxxxxxx, Xxxxxxx, on the other hand.
Whereas Remedent Professional Holdings, Inc. has a wholly owned subsidiary named
Remedent N.V., a company under Belgium law.
Whereas Lausha N.V. and Xxxxx List have loaned a combined amount of(euro)310,000
to Remedent N.V.
Whereas Remedent Professional Holdings, Inc. has asked Lausha N.V. and Xxxxx
List to convert the(euro)310,000 into equity of Remedent N.V. based on an
evaluation and fairness report of a certified Belgium accountant.
Whereas, such an evaluation and fairness opinion was done on January 23rd, 2003
by August Smeyers, certified accountant.
NOW THEREFORE, in consideration of the foregoing premises, and the mutual
covenants contained herein, the parties hereto agree as follows:
(1) The shareholders of Remedent N.V. will be:
(a) Lausha N.V. with: 7,171 shares
(b) Remedent Professional Holdings, inc. with: 2,145 shares
(c) Xxxxx List with: 629 shares
(d) Xxxxxxx X. Xxxxxxxx 55 shares
(2) Remedent Professional Holdings, Inc. will have an option to buy back the
shares from Lausha N.V. and Xxxxx List at all times during a 6-month period
(starting 31/12/2002 and ending 30/06/2003) under the following conditions:
(a) Full repayment of the converted amounts ((euro)285.000 to Lausha
N.V. and (euro)25,000 to Xxxxx List) and;
(b) Payment of interest on these amounts, based on a 7% yearly
interest, and;
(c) Transfer of 919,355 shares of Remedent Professional Holdings, Inc.
to Lausha N.V. and 80,645 shares to Xxxxx List.
This Agreement constitutes the entire agreement between the parties and
supersedes and replaces any and all prior verbal, written or tacit agreements or
arrangements between the parties.
All disputes resulting from or in relation with this Agreement must be settled
by the Courts of Ghent, Belgium.
This Agreement is ruled by and shall be construed according to the laws of
Belgium.
Made in two counterparts, each party acknowledging having received a duly signed
copy.
29
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized representatives on the dates below written.
On behalf of: on behalf of:
Remedent Professional Holdings, Inc. Lausha N.V.
Date: Date:
--------------------------------- ---------------------------
City: City:
--------------------------------- --------------------------
/s/ Xxxxxxx Xxxx
--------------------------------------- --------------------------------
Xxxxxxx Xxxx Guy De Vreese
CFO President
On behalf of:
Xxxxx List
Date:
----------------------------------
City:
---------------------------------
---------------------------------------
Xxxxx List
30
