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Xxxxxxx 00.0
XXXX XXXXXXXXXX AGREEMENT
This REPURCHASE AGREEMENT ("Agreement") is made effective as of July
27, 2001 by and between Xxxxxx Xxxxxx, an individual ("Piltch"), and Integra,
Inc., a Delaware corporation ("Integra").
BACKGROUND
A. Integra will own 100% of Global Benefits Solutions LLC (the
"Units") after Integra's purchase of all of the outstanding units of Global
Benefits Solutions LLC (the "Exchange").
B. The Units will be held in escrow by the Escrow Agent
designated by Integra and Piltch, and will constitute the security for the
payment of the redemption price of the preferred stock and for the fulfillment
of the provisions of the Unit Purchase Agreement on behalf of Integra to be
performed.
X. Xxxxxx has the right to repurchase all of the Units as set
forth below.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. Repurchase Right. Piltch has the right to repurchase the Units
from Integra under the following conditions:
a) Integra defaults under the terms of the Unit Purchase
Agreement and the preferred stock provisions as issued to Piltch in the Exchange
(the "Preferred Stock") and the default in not cured within 45 days after
written notice has been delivered to Integra setting forth the allegation of
such default (such failure to cure, a "Default"), or
b) Upon the closing of the sale of Integra to another
entity at anytime within the five (5) year period from the date of this
agreement, if Integra fails to pay Piltch either the amount of the value of the
Preferred Shares upon conversion or at the end of the fifth year, to wit: 40 x
107,500 or any part thereof which shall remain outstanding plus any interest due
thereon, or defaults in any other provision of the Unit Purchase Agreement due
to Piltch.
2. Repurchase Price. The full consideration for the repurchase of
the Units by Piltch will be the transfer by Piltch of all of the Preferred Stock
still owned by him that are outstanding at the repurchase date to Integra.
3. Representations and Warranties of Piltch. In order to induce
Integra to enter into this Agreement, Piltch represents and warrants to Integra
as follows.
(a) Piltch is the sole, legal owner of the Preferred
Stock, free and clear of any liens, security interests or other encumbrances
whatsoever and no person has any present or future right to acquire the
Preferred Stock or any interest therein.
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(b) Piltch has full legal authority and capacity to enter
into this Agreement and this Agreement constitutes Piltch's valid, legal and
binding obligation, enforceable in accordance with its terms.
(c) Piltch is aware of the Integra's business affairs and
financial condition and has acquired sufficient information about the Integra to
reach an informed and knowledgeable decision to sell the Preferred Stock. Piltch
has a preexisting personal or business relationship with the officers and
directors of the Integra and Piltch has such knowledge and experience in
business and financial matters to enable him to make an informed decision with
respect to selling the Preferred Stock and Piltch has the capacity to protect
his own interests in connection therewith. Piltch has been given sufficient
opportunity to discuss Integra's plans, operations and financial condition with
its officers, has received all such information as Piltch deems necessary and
appropriate.
4. Miscellaneous.
(a) The Units will be held under the terms of the
Membership Unit Pledge Agreement attached as Exhibit A.
(b) This agreement terminates upon the earliest of: (1)
five years from the date of this agreement, (2) the conversion of all of the
Preferred Stock, (3) a Default and (4) upon the closing of the sale of Integra
to another entity and the payment of all sums due to Piltch.
(c) This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and
supersedes all prior or contemporaneous written or oral agreements with respect
to such subject matter. This Agreement may be amended only by a writing executed
by each party to whom the amendment applies.
(d) All notices and other communications hereunder shall
be in writing (including wire, telefax or similar writing) and shall be sent,
delivered or mailed, addressed, or telefaxed:
If to Integra, addressed to it at:
Integra, Inc.
0000 Xxxxx Xxxxxx
Xxxx xx Xxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Telephone:
Telefax:
with a copy to:
Xxxxxxx X. Xxxxxx, Esq.
Xxxxxx, Xxxxx & Xxxxxxx LLP
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
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Telephone: 000-000-0000
Telefax: 000-000-0000
If to Piltch, addressed at the following address or such other address
as Piltch has notified Integra:
Xxxxxx Xxxxxx
0 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
with a copy to:
Xxxxxxx Xxxxxx
Xxxxxx & Xxxxxx
000 Xxxxx Xxxxx Xxxxxx
Xxxxxx, XX 00000
Each such notice, request or other communication shall be given by hand
delivery, by nationally recognized courier service or by telefax, receipt
confirmed. Each such notice, request or communication shall be considered
delivered (i) if delivered by hand or by nationally recognized courier service,
when delivered at the address specified in the preceding paragraph (or in
accordance with the latest unrevoked written direction from such party) and (ii)
if given by telefax, when such telefax is transmitted to the telefax number
specified in the preceding paragraph (or in accordance with the latest unrevoked
written direction from such party), and the appropriate confirmation is
received.
(e) This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective heirs, personal representatives,
successors and assigns.
(f) This Agreement shall be governed, construed and enforced in
accordance with the laws of the Commonwealth of Pennsylvania.
(g) The headings of the paragraphs of this Agreement are for
convenience of reference only and do not form a part of the covenants, terms, or
conditions of this Agreement or give full notice thereof. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Repurchase
Agreement effective as of the date first above written.
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
INTEGRA, INC.
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Chairman
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EXHIBIT A
MEMBERSHIP UNIT PLEDGE AGREEMENT
THIS AGREEMENT made as of _______, 2001, by and between INTEGRA, INC.,
a Delaware corporation with offices at 0000 Xxxxx Xxxxxx, Xxxx xx Xxxxxxx,
Xxxxxxxxxxxx 00000, (the "Pledgor") and XXXXXX XXXXXX of 0 Xxxxxxxx Xxxxx,
Xxxxxx, Xxx Xxxx 00000 (the "Pledgee").
WITNESSETH:
WHEREAS, at the time of the execution of this Agreement, Pledgor has
transferred to the Pledgee 107,500 preferred shares of Integra valued at $40.00
per share with an eight percent (8%) coupon payable quarterly to the Pledgee,
which preferred shares are due in five (5) years and are convertible into common
shares of Pledgor at the price of $4.00 per share during said five (5) year
period; and
WHEREAS, the Pledgor has agreed to pledge 42.1 membership units of
Global Benefits Solutions, LLC to the Pledgee and to escrow the same membership
units with Xxxxxx & Xxxxxx, attorneys, as Escrow Agents pursuant to an Escrow
Agreement executed concurrently herewith.
NOW, THEREFORE, for and in consideration of the mutual covenants set
forth in section 1 of the Repurchase Agreement (the "Repurchase Right") between
the Pledgor and Pledgee and the Escrow Agreement among the Pledgor, the Pledgee
and Xxxxxx & Xxxxxx, as Escrow Agent, all dated concurrently herewith, and other
lawful and valuable consideration the parties hereto agree as follows:
1. PLEDGE. In consideration of the Pledgee receiving from the
Pledgor the preferred shares as called for in the Unit Purchase Agreement as set
forth herein, the receipt of which is hereby acknowledged, the Pledgor hereby
grants a security interest to the Pledgee in the instruments of the following
description: Twenty (20) Membership Units of Global Benefits Solutions, LLC
identified as certificate number 1; Twenty (20) Membership Units of Global
Benefits Solutions, LLC identified as certificate number 2; and 2.1 Membership
Units of Global Benefits Solutions, LLC identified as certificate number 3, duly
endorsed in blank or accompanied by an appropriate membership power duly
executed and herewith delivered to the Escrow Agent (collectively "Pledged
Collateral"). The Pledgee shall cause the Escrow Agent to hold the Pledged
Collateral as security for the obligations referred to hereunder in section 5.
2. VOTING RIGHTS. During the term of this Pledge and for so long
as the Repurchase Right is not triggered, the Pledgor shall have the right to
vote the Pledged Collateral on all limited liability company questions.
3. REPRESENTATIONS. The Pledgor warrants and represents that
there are no restrictions upon the transfer of any of the Pledged Collateral
other than may appear on the face of the certificates and that the Pledgor has
the right to transfer such Pledged Collateral free
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of any encumbrances and without obtaining the consents of any other member.
Pledgor warrants and represents that during the term of this Pledge Agreement,
no further membership units of Global Benefits Solutions, LLC will be issued and
if there is an issuance of said membership units, then the terms of Paragraph 4
hereof shall apply to any new membership units issued.
4. WARRANTS AND RIGHTS. In the event that during the term of this
pledge any rights or options shall be issued in connection with the Pledged
Collateral, such rights and/or options shall be immediately assigned by the
Pledgee to the Escrow Agent and if exercised by Pledgor all new membership units
or other securities so acquired by the Pledgor shall immediately be pledged to
the Escrow Agent to be held under the terms of this Agreement in the same manner
as the Pledged Collateral originally pledged hereunder.
5. PAYMENTS. Upon the payment of all of the quarterly payments
required under the Unit Purchase Agreement or upon the conversion of said
preferred shares into common stock of the Pledgor at a conversion price of $4.00
per share, or upon the expiration of the five (5) year period from the date
hereof, the Escrow Agent will transfer to the Pledgor all of the Pledged
Collateral.
6. FURTHER ACTS. Pledgor will, at its own cost and expense and
without expense to Pledgee, execute and deliver all and such other acts,
conveyances, assignments, UCC-1 Financing Statements, continuation statements,
and assurances as Pledgee shall from time to time reasonably require for the
purposes of confirming to Pledgee the pledge and security interest hereby
granted in the Pledged Collateral.
7. DEFAULT. In the event that the Pledgor defaults ("Event of
Default") in the performance of any of the terms of this Agreement and the Unit
Purchase Agreement, or the payment pursuant to the terms and conditions set
forth in the Unit Purchase Agreement, Pledgee shall: (a) have the rights and
remedies provided in the Uniform Commercial Code enforced in the State of New
York at the date of this Agreement, and (b) be free to exercise all of his
rights in the Pledged Collateral. If and Event of Default occurs and said
Pledged Collateral is sold by Pledgee, the Pledgee may retain an amount equal to
the amount due to it which has not been paid pursuant to the provisions of the
Unit Purchase Agreement, plus the amount of expenses attendant to the
enforcement of this agreement, and if there is a balance over and above said
amounts, will pay such balance and proceeds to the Pledgor.
8. COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which, when taken together,
shall constitute one and the same instrument, binding on the parties hereto and
the signature of any party to, any counterpart shall be deemed as signature to,
and may be appended to any other counterpart.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.
INTEGRA, INC.
BY:
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Name:Xxxxxxx Xxxxxx
Title: Chairman
BY:
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XXXXXX XXXXXX
