Re: Agreement regarding Payment from Management DistributionManagement Distribution Agreement • January 23rd, 2015 • BeneChill, Inc. • Electromedical & electrotherapeutic apparatus
This letter agreement sets forth the agreement between you and BeneChill, Inc. (the “Company”) regarding the amount to be paid to you upon a Liquidation Event, which could take the form of an Acquisition or an Asset Sale (as such capitalized terms are defined in the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”)). As we have previously discussed, the Company has agreed to pay you up to 5% of the gross proceeds from a Liquidation Event, either in cash pursuant to a Management Carve-Out Plan or the net proceeds from stock options granted to you by the Company, or a combination of the two. This letter sets forth how the amount to be paid to you upon a Liquidation Event will be calculated.
