WARRANT CANCELLATION AGREEMENT
Exhibit
10.30
This Warrant Cancellation Agreement
(this “Warrant Cancellation Agreement”) is made this 6th of
March, 2008 by and between Xxxxxx.xxx, Inc., a corporation organized and
existing under the laws of the State of Nevada and which maintains its principal
place of business at 000 Xxxxx 000xx Xxxxxx,
Xxxxx, XX 00000 (“Findex”) and Xxxxxx Partners, LP, a limited partnership
organized and existing under the laws of the State of Delaware and which
maintains its principal place of business at 000 Xxxxx Xxxxxx, 0xx Xxxxx,
Xxx Xxxx, XX 00000(“Xxxxxx Partners”)(the parties may be referred to hereinafter
individually as a “Party” or jointly as the “Parties”).
WHEREAS, Xxxxxx Partners is currently
the holder of record of certain warrants to acquire up to twenty-one million
eight-hundred seventy-five thousand (21,875,000) shares of Findex common stock,
par value $.001 per share, which warrants are exercisable, in accordance with
their respective terms, through 5:00 pm EST on November 9, 2009 at prices
ranging from $0.18 to $0.60 per share (the “Subject Warrants”);
WHEREAS, Findex now desires to cause
the Subject Warrants to be terminated and cancelled for all
purposes;
WHEREAS, Xxxxxx Partners has agreed to
allow the Subject Warrants to be terminated and canceled in exchange for a sum
certain in cash;
NOW, THEREFORE, for and in
consideration of the respective obligations set forth herein, the Parties do
hereby agree as follows:
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(1)
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Cancellation of
Subject Warrants. In consideration of an amount in cash
paid by Findex to Xxxxxx Partners equal to one hundred fifty thousand
dollars ($150,000), the receipt and sufficiency of which is hereby
acknowledged by Xxxxxx Partners, the Subject Warrants are hereby
terminated and cancelled for all purposes on the books and transfer
records of Findex.
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(2)
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Surrender of Original
Warrant Certificates. Upon receipt of one hundred fifty
thousand dollars ($150,000) from Findex , Xxxxxx Partners agrees to
promptly surrender and deliver to Findex at its principal office address
set forth above the original warrant certificates in its possession
representing the Subject Warrants, and to cause to be destroyed any copies
thereof.
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(3)
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Amendment;
Integration. This Warrant Cancellation Agreement shall
not be changed, modified, or amended except by a writing signed by both of
the Parties. It sets forth the entire agreement and
understanding between the Parties as to the subject matter hereof and
supersedes all prior discussions, agreements, and understandings of any
and every nature between them.
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(4)
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Findex
agrees to hold harmless Xxxxxx Partners from any losses Findex may sustain
from canceling the warrants.
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(5)
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Xxxxxx
Partners agrees to hold harmless Findex from any losses Xxxxxx Partners
may sustain from canceling the
warrants.
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(6)
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Governing Law;
Jurisdiction. Notwithstanding the place where this
Warrant Cancellation Agreement may be executed by either Party, it is
agreed that all the terms and provisions hereof shall be construed in
accordance with and governed by the laws of the State of New York without
regard to principles of conflicts of laws. The Parties hereby
agree that any dispute that may arise between them arising out of or in
connection with this Warrant Cancellation Agreement shall be adjudicated
before a court located in the County of New York, NY and they
hereby submit to the exclusive jurisdiction of the courts of the State of
New York located in New York, NY, and of the federal courts having
jurisdiction in such district with respect to any action or legal
proceeding commenced by either Party, and irrevocably waive any objection
they now or hereafter may have respecting the venue of any such action or
proceeding brought in such a court or respecting the fact that such court
is an inconvenient forum, relating to or arising out of this Warrant
Cancellation Agreement or any acts or omissions relating to the purchase
or sale of the securities hereunder, and consent to the service of process
in any such action or legal proceeding by means of registered or certified
mail, return receipt requested, in care of the other Party at its address
listed above or at such other address as may hereinafter be provided by
the receiving Party.
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(7)
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Counterparts. This
Warrant Cancellation Agreement may be executed by the Parties in
counterparts.
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IN
WITNESS WHEREOF, the Parties have executed this Warrant Cancellation Agreement
as of the day and year first written above.
| XXXXXX PARTNERS, LP | XXXXXX.XXX, INC | |||
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/s/
Xxxxxx Xxxxxx Xxxxxx
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/s/
Xxxxxx Xxxxxx
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Name:
Xxxxxx Xxxxxx Xxxxxx
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Name:
Xxxxxx Xxxxxx
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Title:
President, General Partner
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Title:
President & Chief Executive Officer
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