STOCK REDEMPTION AGREEMENT
THIS STOCK REDEMPTION AGREEMENT (the "Agreement"), dated April 4, 2000,
is entered into by and between PRE-CELL SOLUTIONS, INC, a Colorado corporation
("Pre-Cell") and THOMAS E. BIDDIX ("Biddix").
WITNESSETH:
WHEREAS, Pre-Cell has 45,000,000 shares of common stock, par value $.01
per share authorized for issuance (the "Common Stock"); and
WHEREAS, Pre-Cell currently has 35,268,355 shares of Common Stock
issued and outstanding; and
WHEREAS, Biddix owns 25,485,353 shares of Pre-Cell's Common Stock; and
WHEREAS, Pre-Cell desires to consummate two merger transactions (the
"Mergers") pursuant to which it will issue 24,639,468 shares of its Common
Stock; and
WHEREAS, Pre-Cell cannot issue the shares in the Mergers and thus
consummate the Merger transactions without either (i)the Pre-Cell shareholders'
approval to increase the number of authorized but unissued shares of Common
Stock or (ii) redemption of shares by the Pre-Cell shareholders; and
WHEREAS, Biddix believes that the value of his Pre-Cell Common Stock
will be enhanced by the consummation of the Mergers and, therefore, desires to
redeem 21,519,818 shares of his Pre- Cell Common Stock to the Company to ensure
that Pre-Cell can consummate the Merger, all as more particularly provided
herein.
NOW, THEREFORE, in consideration of the mutual promises contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties, intending to be legally bound, do
hereby agree as follows:
1. Redemption of Shares. On the "Closing Date" as hereinafter defined,
Biddix shall redeem, and Pre-Cell shall accept from Biddix, all of Biddix's
right, title and interest in and to 21,519,818 shares of Pre-Cell Common Stock
(the "Redeemed Shares").
2. Consideration. Biddix acknowledges and agrees that the consummation
of the Mergers and the enhanced value of his remaining shares of Pre-Cell Common
Stock after the consummation of the Mergers constitutes good and valid
consideration, notwithstanding there being no monetary consideration being
delivered to him at the Closing.
3. Closing. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place simultaneously with the execution of
this Agreement and immediately prior to the consummation of the Mergers (the
"Closing Date").
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4. Procedures at the Closing. At the Closing, the parties shall take
the following actions:
A. Biddix shall deliver to Pre-Cell a stock certificate
representing the 25,485,353 Pre-Cell Shares duly
endorsed or accompanied by a duly executed stock
power;
B. Pre-Cell shall deliver to Biddix a stock certificate
representing 3,965,535 shares of Pre-Cell Common
Stock. The stock certificate shall be legended as
follows:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
("ACT") OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE
SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT OR
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
SAID ACT AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES
LAW, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH
REGISTRATION IS NOT REQUIRED.
5. Biddix Representations. Biddix represents and warrants that he has
(i) been given access to full and complete information regarding Pre-Cell, the
transactions contemplated by this Agreement and the Mergers and that he has
utilized such access to his satisfaction for the purpose of obtaining the
information necessary to evaluate the merits of this transaction; (ii) either
met with or been given reasonable opportunity to meet with officers of Pre-Cell
for the purpose of asking questions of, and receiving answers from, such
officers concerning the terms and conditions of this transaction, the Mergers
and the business and operations of Pre-Cell and the entities with which Pre-
Cell or its affiliates intends to merge and to obtain any additional
information, to the extent reasonably available; and (iii) received all
information and material regarding the Company, the target companies and this
transaction that he has requested.
6. Release. In consideration of the mutual premises contained herein,
and other good and valuable consideration, the receipt and sufficiency are
hereby acknowledged, Biddix and each of his heirs, executors, administrators,
successors, personal representatives and assigns do hereby waive, release,
remise, acquit, satisfy and forever discharge Pre-Cell and any and all
affiliates or related corporations and their shareholders, parents,
subsidiaries, affiliates, successors or assigns, and their attorneys, officers,
shareholders, directors, agents and employees, past, present or future, and
their heirs, executors, administrators, successors, personal representatives or
assigns (hereafter collectively referred to as, the "Pre-Cell Second Party"), of
and from any claim and all manner of action and actions, cause and causes of
action, suits, debts, obligations, liabilities, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
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agreements, promises, variances, trespasses, damages, judgments, executions,
claims for negligence, damages and demands whatsoever which Biddix ever had, now
has, or which Biddix or his heirs, executors, administrators, successors,
personal representatives or assigns hereafter can, shall or may have against
Pre-Cell or any Pre-Cell Second Party, known, unknown, foreseen or unforeseen
from the beginning of the world to the date of this letter agreement relating in
any way to the transactions contemplated by this Agreement.
7. Indemnification.
(a) The Company agrees to indemnify and hold Biddix harmless
from and against any and all claims, liabilities, losses, damages, costs and
expenses, including reasonable counsel fees and disbursements (singularly, a
"Loss," and collectively, the "Losses"), arising out of or relating to actions
or claims brought against Biddix in connection with the transactions
contemplated by this Agreement.
(b) Biddix agrees to indemnify and hold harmless Pre-Cell, any
Affiliate of Pre-Cell and the directors, officers and employees of Pre-Cell or
any of its Affiliates from and against any Losses, arising out of or relating to
actions or claims brought against Pre-Cell in connection with the transactions
contemplated by this Agreement.
8 Attorneys' Fees. The prevailing party in any action brought by any of
the parties seeking to enforce its rights under this Agreement shall be entitled
to recover from the non- prevailing party its reasonable attorneys' fees and
costs.
9. Covenants. Each of the parties agrees to cooperate with the other
and execute and deliver to the other such other instruments and documents and
take such other actions as may be reasonably requested from time to time by the
other parties hereto as necessary to carry out, evidence and confirm the
intended purposes of this Agreement.
10. Notices. Any Notices, reports, demands, required or permitted under
this Agreement shall be in writing and shall be delivered by hand delivery, by
facsimile or by a nationally recognized overnight delivery service (i.e.,
Federal Express), addressed as follows:
If to Biddix: 688 Carriage Hill Road
Melbourne, Florida 32940
If to Pre-Cell Pre-Cell Solutions, Inc.
385 East Drive
Melbourne, Florida 32904
11. Assignment. This Agreement may not be assigned by any of the
parties hereto without the prior written consent of the other party, which
consent shall not be unreasonably withheld.
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12 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
13. Amendments. This Agreement can be amended only by an instrument in
writing duly executed by the parties hereto.
14. Waiver. No waiver of any provisions of this Agreement shall be
effective unless it is in writing signed by the party against whom waiver is
asserted, and any waiver provisions of this Agreement shall only be applicable
to the specific instance to which it is related and shall not be deemed to be a
continuing waiver.
15. Captions and Headings. Captions and paragraph headings contained in
this Agreement are for convenience and reference only and in no way define,
describe, extend or limit the scope or intent of any of the provisions hereof.
16. Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,
successors, legal representatives, successors in interest and permitted assigns.
17. Governing Law. This Agreement shall be construed under and governed
by the laws of the State of Florida without regard to conflict of law
principles.
18. Survival. All of the obligations of the parties contained in this
Agreement which, by their nature, are intended to survive the Closing of the
transactions contemplated hereby, shall survive the Closing.
[Signature on next page]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
PRE-CELL SOLUTIONS, INC.
By: /s/ Timothy F. McWilliams
-------------------------
Timothy F. McWilliams
Chief Operating Officer
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