Exhibit 10.10
STOCK REDEMPTION AGREEMENT
This agreement (hereinafter the "Agreement") is entered into by and between
Protalex, Inc. (a New Mexico corporation, hereinafter referred to as
"Protalex"), Xxxx X. Xxxx, Xxxxxx X. XxXxxxxx-Xxxx, Xxxx Xxxxx and Xxxxxxxxx
Xxxxx Xxxx Xxxxx (Xxxx, XxXxxxxx-Xxxx, Xxxxx, and Wiley are hereinafter
collective referred to as "Sellers"). Protalex and Sellers agree as follows:
1. Sale and Redemption of Stock: If Protalex raises at least $1,000,000 by
September 30, 2003, then Protalex shall purchase from Sellers, and Sellers
shall convey to Protalex, all of the shares of common stock in Protalex
owned by Sellers as of August 1, 2003. Sellers represent they own the
following number of shares: Xxxx: 1,325,973; XxXxxxxx-Xxxx: 1,468,830;
Skene: 100,000; Wiley: 100,000. If Protalex has not raised $1,000,000 by
September 30, then this Agreement will be null and void.
2. Purchase Price: The total purchase price to be paid by Protalex to Sellers
for Seller's shares of stock in Protalex is $300,000.
3. Payment and Reconveyance of Stock: If Protalex has raised $1,000,000 by
September 30, 2003, Protalex shall notify Sellers' attorney, Xxxxxx X.
Xxxxxx on or before October 5, 2003, and shall deliver to Xx. Xxxxxx
separate checks for each Seller in amounts to be specified in writing by
all Sellers on or before August 15, 2003, at his office, or at any other
location or date mutually agreed upon by the parties to this Agreement. At
the time the checks are delivered, Sellers shall convey to Protalex, Inc.,
at the same location, all documents necessary to convey title and
possession of the stock to Protalex. Delivery of the checks is contingent
upon Protalex's receipt of all such documents. This Agreement shall
terminate and be of no effect if not fully executed by all parties on or
before August 15, 2003, or if Sellers have not specified disbursement
amounts in accordance with this Agreement on or before August 15, 2003.
4. Release of Claims: Upon the exchange of the aforementioned checks and
documents needed to convey the shares of stock, all claims and/or causes of
action Protalex has against Sellers (including without limitation based on
breach of fiduciary duty, fraud and misrepresentation, securities fraud,
conversion, and misappropriation), and all claims and/or causes of action
Sellers have against Protalex and/or its employees, agents, officers and or
directors shall be deemed released and discharged, with the exception that
none of the parties to this Agreement is releasing any claims or causes of
action that are based primarily on facts unknown to the releasing party at
the time this Agreement is signed.
5. Entire Agreement: This Agreement constitutes the entire agreement between
the parties, and there are no agreements, understandings, warranties or
representations between the parties except as set forth herein. This
agreement cannot be amended except in writing executed by the parties.
6. Binding Effect: This Agreement will inure to the benefit of, and bind, the
heirs, personal representatives, successors, and assigns of the parties
hereto.
7. Warranty of Stock Ownership: Each Seller represents and warrants that the
number of shares of stock indicated next to each Seller's name in Paragraph
1 of this agreement accurately represents the total shares owned by each
Seller in Paragraph 1 of this Agreement accurately represents the total
shares owned by each Seller as of the date this Agreement is signed.
8. Execution: This Agreement may be executed in counterparts, and all
counterparts so executed shall constitute on Agreement binding on all
parties.
IN WITNESS THEREOF, each of the undersigned has executed this Agreement,
PROTALEX, INC.
August 15, 2003 By: Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
August 15, 2003 By: Xxxx X. Xxxx
Xxxx X. Xxxx
August 15, 2003 By: Xxxxxx X. XxXxxxxx-Xxxx
Xxxxxx X. XxXxxxxx-Xxxx
August 15, 2003 By: Xxxxxxxxx Xxxxx Xxxx Xxxxx
Xxxxxxxxx Xxxxx Xxxx Xxxxx
August 15, 2003 By: Xxxx Xxxxx
Xxxx Xxxxx
