FIRST AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT
This First Amendment to the Oxboro Medical International, Inc.
Non-Qualified Stock Option Agreement dated August 17, 1995, is made and
entered into effective as of the 1st day of September, 1998 between Oxboro,
Medical International, Inc., a Minnesota corporation (the "Company") and
Xxxxx X. Xxxxxxxxx ("Xxxxxxxxx").
RECITALS
WHEREAS, the Company granted a Stock Option to Xxxxxxxxx effective
August 17, 1995 to purchase Eighty Thousand Three Hundred Sixty-Four (80,364)
shares of Common Stock ("Stock") of the Company at a price of $1.50 per share;
WHEREAS, on January 14, 1998 there remained Twenty Thousand Three
Hundred Sixty-Four (20,364) shares of said Stock outstanding under the option;
WHEREAS, on January 14, 1998 the Company and Xxxxxxxxx entered into a
Stock Option Exercise and Loan Agreement to effect an exercise of the option
and an acquisition of the Twenty Thousand Three Hundred Sixty-Four (20,364)
shares in consideration of a Secured Promissory Note in the amount of Thirty
Thousand Five Hundred Forty-Six and No/100 Dollars($30,546.00), which shares
were pledged to the Company as security for the Note under an Instruments
Security Agreement dated January 15, 1998;
WHEREAS, the Company and Xxxxxxxxx desire to effect a rescission to said
Stock Option Exercise and Loan Agreement, secured Promissory Note and
Instruments Security Agreement;
WHEREAS, the Company and Xxxxxxxxx desire to reinstate and amend the
terms of the Non-Qualified Stock Option Agreement as set forth below.
TERMS AND CONDITIONS
NOW, THEREFORE, in consideration of the mutual promises hereinafter
contained, the parties hereto agree as follows:
1. RESCISSION OF THE STOCK OPTION EXERCISE AND LOAN AGREEMENT, SECURED
PROMISSORY NOTE AND INSTRUMENTS SECURITY AGREEMENT. The Company
and Xxxxxxxxx hereby rescind in their entirety the Stock Option
Exercise and Loan Agreement, Secured Promissory Note and
Instruments Security Agreement between the Company and Xxxxxxxxx,
all dated January 15, 1998. The Twenty Thousand Three Hundred
Sixty-Four (20,364) shares of the Company's Common Stock issued to
Xxxxxxxxx pursuant to the Certificate of Common Stock of Oxboro
Medical International, Inc. No. __ shall be and hereby is returned
to the Company duly endorsed by Xxxxxxxxx or pursuant to an
Assignment Separate from Certificate. Both the Company and
Xxxxxxxxx are hereby relieved from
any and all obligation, duties and responsibilities under said
Stock Option Exercise and Loan Agreement, Secured Promissory Note
and Instruments Security Agreement.
2. TERM OF OPTION. This Option must be exercised, if at all, and to
the extent exercised, on or before March 31, 1999.
3. EXERCISE OF OPTION. This Option may be exercised either by payment
in full in cash, by certified or cashier's check or, by the
transfer to the Company of shares of Stock already owned by
Xxxxxxxxx and having a fair market value, as of the date of the
exercise of the this Option, which is not less than the purchase
price of the Stock being acquired pursuant to the Option provided
that such shares of Stock were acquired and full consideration paid
therefore at least six (6) months prior to such delivery or by
execution of an interest-free Promissory Note by Xxxxxxxxx in the
amount of Thirty Thousand Five Hundred Forty-Six and No/100 Dollars
($30,546.00) which Note shall be payable in full on or before
September 1, 2000. If the Option is exercised by the execution of
a Promissory Note, in the form attached hereto as Exhibit 1, then
the Note shall be secured by any and all payments due to Xxxxxxxxx
by the Company. If the Note is not paid in full on or before
September 1, 2000, then the Company may apply any and all amounts
due and owing to Xxxxxxxxx at such time to payment of the Note.
Further, the shares shall be held as additional collateral for
payment of the Note; however, Xxxxxxxxx may vote the shares while
such shares are being held as collateral by the Company. Such
shares shall be held as collateral pursuant to an Instruments
Security Agreement in the form attached hereto as Exhibit 2. All
other terms and conditions of the Option remain unchanged and are
in full force and effect.
OXBORO MEDICAL INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxx
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Its: Chairman of the Board
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XXXXXXXXX
/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
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