EXHIBIT 10.7
REDEMPTION AGREEMENT
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AGREEMENT made August 17, 2000, by and between Retrac Medical, Inc., a
Delaware corporation (the "Corporation"), having an address at 00 Xxxxx Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and Xxxxxx X. Xxxxx (the "Seller"), residing
at 0 Xxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxx 00000.
Whereas in order to effectuate an Initial Public Offering the
Corporation is effecting a two-for-three reverse stock split and
Whereas upon the completion of this reverse stock split the Seller is
willing to sell four million of his shares to the Corporation for the sum of
$3,500,000.00, and
Whereas the Corporation's Board of Directors has unanimously determined
that the amount of $3,500,000.00 is fair and that the offer of the Seller should
be accepted,
Now therefore, in consideration of the premises, the parties agree as
follows:
1. SURRENDER OF SHARES. Concurrently herewith, the Seller shall
surrender to the Corporation the certificates representing the four million
shares that he hereby agrees to sell. Each certificate shall be duly endorsed in
blank for transfer.
2. REPRESENTATIONS. The Seller represents and warrants that he is the
sole owner of the four million shares of the Corporation, and that all of such
shares are free and clear of liens or encumbrances of any kind.
3. PAYMENT OF REDEMPTION PRICE. The Corporation shall pay the Seller
for his shares over an eighteen month period as follows:
(a) $1,500,000.00 upon the breaking of escrow on the
Corporation's Initial Public Offering, and
(b) Commencing ninety days after such breaking of escrow, six
payments of $333,333.33, payable every ninety days pursuant to a demand note
executed concurrent herewith (copies of which are annexed hereto as Exhibit A).
4. CONSULTING AGREEMENT. The Corporation hereby agrees to enter into a
consulting agreement with Seller. Said agreement shall be for a period of one
year, retroactive to August 1, 2000. Seller shall be compensated under said
agreement at a rate of $12,000.00 per month.
5. EMPLOYMENT CONTRACT. The Seller hereby waives all rights and claims
that Seller may have against the Corporation pursuant to his terminated
employment contract, such termination effective retroactively to August 1, 2000,
including salary and benefits accrued, and the issuance of any additional shares
due, under said employment agreement.
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6. STOCK OPTIONS. The Corporation shall issue to Seller three hundred
thousand stock options allowing him to buy one share of the Corporation's stock
per option at 120% of the Initial Public Offering price of the Corporation's
stock. These options shall be exercisable for a three year period beginning one
year after the Corporation's Initial Public Offering. Said stock options shall
carry piggy-back registration rights.
7. TIME LIMIT. In the event that the Corporation does not complete its
Initial Public Offering by March 1, 2001, the Seller has the right to unwind
this agreement. In that event, the Seller shall be entitled to keep all monies
paid to him up to that date under paragraph 4.
8. PROXIES. All shareholder proxies that the Seller currently holds are
hereby made void retroactive to August 1, 2000.
9. GENERAL RELEASE. Concurrently herewith, the Seller has executed a
general release, as against the directors of the corporation. A copy of said
release is annexed hereto as Exhibit B.
10. NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT. The Seller has
previously signed a nondisclosure and confidentiality agreement with respect to
certain confidential information and trade secrets belonging to the Corporation.
A copy of said nondisclosure and confidentiality agreement is annexed hereto as
Exhibit C.
11. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
between the parties with respect to its subject matter and may not be modified
or amended orally.
12. NOTICES. All notices or other documents under this agreement shall
be in writing and delivered personally or mailed by certified mail, return
receipt requested, postage prepaid, addressed to parties at their last known
addresses.
13. NON-WAIVER. No delay or failure by either party to exercise any
right under this Agreement, and no partial or single exercise of that right,
shall constitute a waiver of that or any other right, unless expressly provided
herein.
14. HEADINGS. Headings in this Agreement are for convenience only and
shall not be used to interpret or construe its provisions.
15. GOVERNMENT LAW. This Agreement shall be construed in accordance
with and governed by the laws of the State of New York State. In the event that
any dispute arises regarding either the terms and conditions of this agreement
or the performance of either of the parties pursuant thereto, the parties agree
that any litigation or alternative dispute resolution process regarding such
dispute shall be venued in the County of Rockland, State of New York.
16. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall be one and the same instrument.
17. BINDING EFFECT. The provisions of this Agreement shall be binding
upon and inure to the benefit of each of the parties and their respective
successors and assigns.
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In witness whereof the parties hereto have caused this agreement to be
duly executed.
Corporate Seal
Retrac Medical, Inc.
Attest:
By: /S/ Xxxxxxxxx Xxxxxxx By: /S/ Xxxxxx Xxxxxxx
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Xxxxxxxxx Xxxxxxx, Secretary Xxxxxx Xxxxxxx, President
/S/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
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