EXHIBIT 6.1
November 12, 1999
Xx. Xxxxxx X. Xxxx
Chairman
Clinical Chemistry Holdings, Inc.
0000 Xxx Xxxxxxx
Xxxxxxx, XX 00000
Dear Xx. Xxxx:
This letter shall represent our legally binding agreement as follows:
1. Effective November 12, 1999 (the "Effective Date"), Xxxxxx Investment
Strategies, Inc. ("Xxxxxx") shall transfer to Clinical Chemistry Holdings, Inc.
("CCH"), all of the Common Stock of Novitron International, Inc. ("Novitron")
that is held by Xxxxxx and various accounts over which Xxxxxx has dispositive
power ("Shares"), which Shares total approximately 246,326. Such transfer shall
be effected as follows:
(a) Xxxxxx shall place an all or none limit sell order
for the Shares at $3.00 per Share; and
(b) CCH shall place an all or none limit buy order at $3.00
per share for the number of shares of Common Stock of Novitron
equal to the Shares.
"Closing" shall have occurred upon the completion of such transfer in the manner
described above in this paragraph. Upon Closing, paragraphs two, four, and five
of this letter shall be effective as of the Effective Date.
2. Both CCH and Xxxxxx Xxxx, in his individual capacity, jointly and severally
agree that if there is a Realization Event (as defined herein) within a period
of two (2) years from the Effective Date, that they shall cause to be paid to
Xxxxxx, within ten (10) days of the Realization Event, an amount equal to the
product of the number of Shares transferred under this Agreement and the
difference between (i) the per share price in connection with the Realization
Event if such per share price is greater than $3.00 and (ii) $3.00 per share.
The term "Realization Event" shall meant the acquisition of additional shares of
Common Stock of Novitron by CCH, Xxxxxx X. Xxxx, or any entity affiliated with
CCH or Xxxxxx X Xxxx (collectively, "CCH Group") during such two (2) year period
sufficient to give the CCH Group control over fifty-one percent (51%) of the
then outstanding voting securities of Novitron pursuant to (i) a tender offer,
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(ii) an exchange offer, (iii) one or more private purchases of additional shares
during such two-year period from one or more shareholders by the CCH Group, or
(iv) a merger or combination of Novitron with the CCH Group. In the event that
any portion of the consideration paid or received in connection with a
Realization Event shall not be entirely in cash, such non-cash portion shall be
valued at its market price on the date of the Realization Event or on such other
reasonable basis as the parties shall agree for purposes of determining the per
Share price in connection with the Realization Event. CCH and Xxxxx hereby agree
to furnish prompt written notice to Xxxxxx upon the occurrence of a Realization
Event.
3. This agreement has been duly authorized by each of the parties and
constitutes a valid and binding agreement. This Agreement shall be construed
under the laws of the State of Florida and the parties consent to jurisdiction
in the Federal and state courts of the State of Florida. This Agreement may be
executed in several counterparts, each of which shall constitute an original,
but all counterparts shall constitute but one and the same Agreement. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, executors, administrators, legal
representatives, successors and permitted assigns. This Agreement may be
executed by facsimile signature.
4. Xxxxxx agrees that neither Xxxxxx nor any of its affiliates will purchase,
beneficially own or control any shares of Common Stock of Novitron or otherwise
trade in, or with respect to, the Common Stock of Novitron for a period of two
(2) years from the Effective Date.
5. Xxxxxx hereby represents and warrants to CCH that (i) Xxxxxx is not an
"affiliate" of Novitron as defined in Rule 144 under the Securities Act of 1933,
as amended ("Rule 144"), (ii) the Shares are not "restricted securities" as
defined in Rule 144, and (iii) upon payment for the Shares. CCH will acquire
good and valid title to the Shares, free and clear of all liens, claims, and
encumbrances.
If you are in agreement with the above, please execute this Agreement
and return a signed copy to the undersigned at the address indicated above.
XXXXXX INVESTMENT STRATEGIES, INC.
By: /s/ Xxx Xxxxxx
-------------------------------
Xxx Xxxxxx, President
CLINICAL CHEMISTRY HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxx
-------------------------------
Xxxxxx X. Xxxx, Chairman
/s/ Xxxxxx X. Xxxx
----------------------------------
Xxxxxx X. Xxxx, Individually
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