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Document Preview Agreement Regarding Satisfaction of Arbitration Award |
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Title: |
Agreement Regarding Satisfaction of Arbitration Award |
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Entities: |
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Date: |
2003 |
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Preview shows 5KB of 85KB total |
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$59 |
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ID: |
#1260483 |
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<PAGE>
AGREEMENT REGARDING SATISFACTION OF ARBITRATION AWARD
This Agreement Regarding Satisfaction of Arbitration Award (the
"Agreement") is made this 19th day of November, 2003 by and between L.A.M.
Pharmaceutical Corp. (the "Company") and Capital Research Group, Inc.
("CRG"). Charles T. Tamburello (Tamburello) is a party to this Agreement
for purposes of Sections 5 and 6 only.
RECITALS:
A. Pursuant to that certain Arbitration Award issued April 30, 2003
regarding American Arbitration Association Case No. 32 181 00509 02, CRG was
awarded the principal sum of $577,700 plus prejudgment interest calculated at
the rate of .0002466 or $142.46, per diem form July 24, 2002 through December
31, 2002 and the per diem rate of .0001644, or $94.97 from January 1, 2003 until
the award is paid (the "Award").
B. The Company and CRG acknowledge that the Award is an obligation of the
Company.
C. Upon the terms and subject to the conditions of this Agreement, CRG and
the Company have agreed that the Company shall not pay to CRG the Award and
shall otherwise be released from its obligations arising under the Award.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. RECITALS. The above stated RECITALS are true and correct and are
incorporated by reference into this Agreement.
2. SHARE ISSUANCE. No later than four days after the Effective Date, as
that term is defined herein, (the "Delivery Date"), the Company
shall:
(a) issue to CRG 1,159,363 shares of the Company's Common Stock;
(b) issue to CRG 2,000,000 shares of the Company's Common Stock,
provided, however, and only with respect to the 2,000,000 shares
referred to in this Section 2(b):
(i) If the closing "Bid" price of the Company's common stock (as
reflected on the OTCBB) on the date immediately prior to the
Delivery Date (the "Prior Closing Bid Price") is less than
18 cents ($0.18) per share, the Company shall deliver
additional shares or cash, at the Company's option, such
that the total value of the shares and cash delivered (the
value shall be equal to the sum of the Prior Closing Bid
Price and the number of shares issued) is equivalent to
$360,000; and
<PAGE>
(ii) If the Prior Closing Bid Price exceeds 18 cents ($0.18), the
number of shares shall be reduced by a factor of 50,000
shares for each $0.01 the Prior Closing Bid Price exceeds 18
cents ($0.18).
(c) The shares of common stock which are to be delivered to CRG pursuant
to this Section 2 are sometimes referred to in this Agreement as the
"Shares".
3. WARRANT ISSUANCE.
(a) On the date hereof, the Company shall issue to CRG or its designees an "A"
Warrant and a "B" Warrant (collectively, the "Warrants") in substantially the
form attached as Exhibits A and B. The Company will notify CRG in writing within
48 hours of the time that the Company issues, or commits to issue, any shares of
common stock, options, warrants or securities convertible into shares of common
stock.
(b) The Shares and the shares delivered pursuant to the exercise of the Warrants
(the "Warrant Shares") shall be delivered to CRG or its designee via DWAC or DTC
transfer to:
Wexford Clearing Services Corporation
One New York Plaza
New York, NY 10292
DTC# 0030
Code: 40
For further credit to:
Capital Research Group Inc.
Account # LC3 952551 76
The shares will be deemed delivered the next business day after the
Company has instructed its transfer agent to DWAC the shares to Wexford Clearing
Services Corporation. The Company will notify CRG by telephone (954-217-8555) no
later than two hours after the Company has instructed its transfer agent to DWAC
the shares to Wexford Clearing Services Corporation.
4. REGISTRATION
(a) The Company acknowledges that it filed a Registration Statement on Form
SB-2 (File #333-109868) with the U.S. Securities and Exchange Commission (the
"SEC") on October 22, 2003, and the Company was informed by the SEC that it
would not review the Registration Statement and the SEC would consider the
Company's request for acceleration of the effectiveness of the Registration
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