EXHIBIT 10.4
PREFERRED STOCK REDEMPTION AGREEMENT
THIS PREFERRED STOCK REDEMPTION AGREEMENT (this "Agreement") is made as of
December 6, 2004 by and among INTRAC, INC., a Nevada corporation (the "Company")
and AUBERRY TRADING, INC. ("Auberrry").
A. WHEREAS, the Company has previously issued 200,000 shares of Series
A Preferred Stock (the "Shares").
B. WHEREAS, Auberry is the sole holder of the Shares.
C. WHEREAS, the Company, Intrac Merger Sub Inc., a Delaware
corporation and a wholly-owned subsidiary of the Company ("Merger Sub"), and
Innovative Drug Delivery Systems, Inc., a Delaware corporation ("IDDS"), have
entered into an Agreement and Plan of Merger, dated as of December 6, 2004 (the
"Merger Agreement") pursuant to which IDDS will merge with Merger Sub and the
stockholders of IDDS will become stockholders of the Company (the "Merger").
D. WHEREAS, as a condition to the closing of the Merger (the
"Closing") and the other transactions contemplated by the Merger Agreement, IDDS
and the Company have required that the Shares be redeemed and retired at a price
of $1.00, for which the holders thereof shall not thereafter have any claims or
demands against the Company.
E. WHEREAS, the Company is willing to redeem and Auberry is willing to
deliver the Shares to the Company for an aggregate consideration of $1.00,
provided that such redemption shall only occur concurrent with the Closing of
the Merger, and not otherwise.
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth and for other good and valuable consideration
the receipt and sufficiency of which is hereby acknowledged, the parties hereby
covenant and agree as follows:
1. Redemption of the Shares. Concurrent with the Closing of the Merger,
the Company shall redeem the Shares from Auberry in lieu of a payment by the
Company to Auberry in the amount of one dollar ($1.00).
2. Effect of Redemption. Following the redemption of the Shares, Auberry
shall thereafter have no claims, demands or rights of any nature against the
Company on account if its ownership of the Shares.
3. Condition Precedent. The Company shall be entitled to redeem the
shares and Auberry shall be required to deliver the Shares only provided a
Closing of the Merger shall have occurred simultaneously therewith, and not
otherwise. If a Closing of the Merger shall not have occurred prior to December
30, 2004, this Agreement shall become null and void.
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IN WITNESS WHEREOF, the undersigned have signed this Agreement as of the
date set forth above.
INTRAC, INC., a Nevada corporation
By: /s/ Xxxxxxxx Alison
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Xxxxxxxx Xxxxxx, Secretary
AUBERRY TRADING INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
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