AGREEMENT
Exhibit 10.4
AGREEMENT
This Agreement (“Agreement”), dated of September , 2016, is made by and between Implant Sciences Corporation, with a principal place of business at 000 Xxxxxxxx Xxxxx, Xxxx 0, Xxxxxxxxxx, XX 00000; and XXXXXX XXXXXXXXX, an individual, with an address at (“Liscouski”).
WHEREAS, Implant Sciences Corporation (hereinafter “IMSC”) is in the process of selling its ETD business to a third party.
WHEREAS, it is the desire to have Xxxxxx as IMSC’s operating business.
1.
Transaction Fee. Liscouski has been to date, and continues to be, an integral part of the IMSC team and in consideration of this continued work for IMSC and the Xxxxxx transaction, IMSC hereby agrees: (i) pay Liscouski the sum of, Three Hundred Thousand Dollars ($300,000). This shall occur upon completion of the sale of the ETD business and purchase by IMSC of Xxxxxx substantially in accordance with the terms of that certain Letter of Intent between IMSC and Xxxxxx dated July 22nd, 2016 (the “Transaction”) which shall be formalized into a formal agreement.
2.
Liquidation Payment. In the event that the sale of the ETD business is not completed for any reason whatsoever or the bankruptcy court in IMSC’s contemplated bankruptcy proceeding negates the payment set forth in paragraph 1 above, IMSC agrees to pay Liscouski the sum of Three Hundred Thousand ($300,000) upon the liquidation of IMSC assets and the final winding up of IMSC’s affairs (the “Liquidation Payment”).
3.
Execution in Counterparts. The Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a
signature page to this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.
4.
Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors and assigns.
5.
Governing Law. This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws of the United States and the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).
Implant Science Corporation
a Massachusetts Corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Chairman
Date: 10/7/16
XXXXXX XXXXXXXXX
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: President
Date: 8 October 2016