Exhibit 10.7
BACH & ASSOCIATES
Attorneys at Law
Xxx Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: 000-000-0000 Facsimile: 000-000-0000
February 20, 2001
BY FACSIMILE 000-000-0000
Xx. Xxxxxxx Xxxxxxxx, President, Chairman and CEO
XXXX.Xxx, Inc.
0000 Xxxxxx Xxxxxx Xxxx
Xxxxxxxxxxx, Xxx Xxxxxx 871 1 0
Re: Agreement between Manhattan Scientifics, Inc. ("MHTX") and XXXX.xxx,
Inc., a Delaware Corporation ("NMXS").
Dear Xxxx:
I write to set forth the terms of the agreement between MHTX and NMXS with
respect to a stock swap intended to assist NMXS in the raising of needed
capital and achieving other corporate objectives, as follows:
1. Subject to and conditioned upon the provisions set forth below, MHTX
shall transfer to NMXS 150,000 (one hundred fifty thousand) shares of MHTX
common stock, subject to SEC Rule 144 and other applicable laws, rules, and
regulations (the "MHTX Stock").
2. NMXS shall, contemporaneously with the transfer to it of the MHTX
Stock, transfer to MHTX 1,500,000 (one million, five hundred thousand)
cashless, assignable warrants (or options, as the case may be) to purchase
NMXS common shares, at a strike price of $0.50 (fifty cents) per share,
subject to all applicable laws, rules and regulations (the "NMXS Warrants").
3. MHTX represents and warrants that the MHTX Shares shall be validly
issued, and free and clear of all liens, charges, security interests, pledges,
equity, options, plans, restrictions, and other encumbrances (except as
otherwise stated herein).
4. NMXS represents and warrants that the NMXS Warrants (and underlying
stock) shall be validly issued, and free and clear of all liens, charges,
security interests, pledges, equity, restrictions, and other encumbrances
(except as otherwise stated herein).
5. NMXS shall hold the MHTX stock in escrow and shall not encumber or
transfer same unless and until MHTX has first acknowledged in writing that is
has actual in-hand receipt of the NMXS Warrants. If MHTX does not receive the
NMXS Warrants within 5 calendar days of its delivery to NMXS of the MHTX
Stock, then NMXS shall immediately return the MHTX Stock to MHTX.
6. NMXS and MHTX agree that they shall take all lawful actions reasonably
requested by the other (including without limitation execution of supplemental
documents and instruments), at any time hereafter, in order to effect the
purposes of this agreement.
7. This Agreement contains the entire understanding between the parties
with respect to the subject matter hereof, and any promises, representations,
warranties or guarantees not herein contained shall have no force and effect
unless in writing, signed by both parties. All notices shall be by overnight
courier and facsimile to the parties at the respective addresses set forth
herein. Neither this Agreement nor any portion or provision hereof may be
changed, modified, amended, waived, supplemented, discharged, cancelled or
terminated orally or by any course of dealing, or in any manner other than by
an agreement in writing, signed by all parties. This agreement shall be
governed by and construed in accordance with the laws of the State of New
York. In the event of a disputes the parties consent to jurisdiction in New
York, and agree that venue shall be in New York County.
8. This agreement may be executed in counterparts. Pending receipt of
original executed counterparts of this agreement facsimile copies of executed
pages shall have the same force and effect as originals, and the executing
party shall be estopped from claiming otherwise.
Kindly indicate NMXS's agreement to the foregoing by countersigning this
letter in the space provided below, and returning the countersigned copies to
me via facsimile, with the originals to follow by overnight courier.
Very truly yours,
/s/ Xxxxx Xxxx
Xxxxx X. Xxxx
AGREED AS AFORESAID:
XXXX.XXX, INC. MANHATTAN SCIENTIFICS, INC.
By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxx Xxxxxx
Xxxxxxx Xxxxxxxx, Pres./CEO/Chairman Xxxxxx Xxxxxx, Pres./CEO/Chairman
