Exhibit 10.22
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MUTUAL RELEASE
FOR GOOD, SUFFICIENT AND VALUABLE CONSIDERATION, the receipt of which
is hereby acknowledged, the undersigned ▇▇▇▇▇▇▇▇▇▇ Capital Securities, Inc.,
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, M.D., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, M.D., Milan Holdings, Ltd., ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Profit
Sharing Trust, and St. Mark's Eye Institute (collectively, the "Releasors")
singly, jointly and otherwise hereby fully and completely release (i) Paradigm
Medical Industries, Inc. ("Paradigm") and all of its directors, officers,
employees, affiliates and agents, including but not limited to ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, (ii) Win Capital Corp., ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Cyndel &
Co., Inc., KSH Investment Group, Inc. and all of their respective directors,
officers, employees, affiliates and agents, and (iii) respective heirs,
successors and assigns of the persons listed in clauses (i) and (ii) above, from
any and all claims, causes of action, liabilities and demands of any kind or
nature whatsoever, known or unknown, and whether contingent or otherwise, that
the Releasors may have from the beginning of time to the present, which arise
out of or are in any manner whatsoever, directly or indirectly, connected with
or related to the business, operations or activities of Paradigm, including but
not limited to the sale or issuance of securities of Paradigm and/or the
Releasor's investments therein.
FOR GOOD, SUFFICIENT AND VALUABLE CONSIDERATION, the receipt of which
is hereby acknowledged, the undersigned Paradigm, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇
▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ singly,
jointly and otherwise hereby fully and completely release ▇▇▇▇▇▇▇▇▇▇ Capital
Securities, Inc., ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, M.D.,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, M.D., Milan Holdings, Ltd., ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ Profit Sharing Trust, and St. Mark's Eye Institute and their respective
heirs, successors and assigns, from any and all claims, causes of action,
liabilities and demands of any kind or nature whatsoever, known or unknown and
whether contingent or otherwise, that they may have from the beginning of time
to the present, which arise out of or are in any manner whatsoever, directly or
indirectly, connected with or related to the business, operations or activities
of Paradigm, including but not limited to the sale or issuance of securities of
Paradigm and/or investments therein.
THIS RELEASE is conditioned upon the satisfactory performance by the
Company of the terms and conditions in the letter dated January 16, 2003 from
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ of ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ to ▇▇▇▇▇ ▇. ▇▇▇▇▇ of ▇▇▇▇▇▇▇▇▇▇
Capital Securities, Inc., a copy of which is attached hereto as Exhibit "A" and
incorporated herein as though fully set forth in this Release.
THIS RELEASE may be executed in counterparts and each of such
counterparts will for all purposes be deemed to be an original, and such
counterparts will together constitute one and the same instrument. Facsimile
copies of original signatures shall be deemed originals.
DATED effective as of the 16th day of January, 2003.
PARADIGM MEDICAL INDUSTRIES, INC. ▇▇▇▇▇▇▇▇▇▇ CAPITAL SECURITIES, INC.
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Interim CEO/CFO Its: President
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇, ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, M.D.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, M.D.
MILAN HOLDINGS LTD.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ PROFIT
SHARING TRUST
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Authorized signatories of Its: Trustee
the Directors
ST. MARK'S EYE INSTITUTE
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: President
January 16, 2003
VIA FACSIMILE (▇▇▇) ▇▇▇-▇▇▇▇
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AND FEDERAL EXPRESS
▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ Capital Securities, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Paradigm Medical Industries, Inc.
Dear ▇▇▇▇▇:
As you are aware, Paradigm Medical Industries, Inc. (the "Company") has
had an ongoing dispute with the investors (the "Investors") who participated in
the Company's private offering of common shares and warrants that was completed
on September 6, 2002 (the "September 6, 2002 Offering"). The Company has
retained Win Capital Corp. and KSH Investment Group, Inc. to assist it with
another private offering to raise up to $2,000,000 to fund the Company's working
capital requirements. However, both firms have made it absolutely clear that
until the dispute with the Investors in the September 6, 2002 Offering is
satisfactorily resolved, the firms will not assist the Company in the proposed
offering.
The contemplated offering would consist of the sale to prospective
investors of a minimum of $1,500,000 and a maximum of $2,000,000 aggregate
principal amount of 10% Convertible Notes Due 2005 (the "Notes"). The Notes
would be convertible at any time by the noteholders after the date of issuance
into shares of the Company's common stock at a conversion price of $.25 per
share. In addition, each purchaser of Notes would receive warrants to purchase
shares of the Company's common stock equal to 10,000 shares of common stock for
every Note in the principal amount of $10,000 purchased in the offering. Each
warrant would entitle the holder to purchase 10,000 shares of common stock at an
exercise price of $.25 per share.
The placement agents, as agents for the investors in the proposed
offering, would be granted a perfected security interest (UCC-1) first priority
to all the assets of the Company, including but not limited to its intellectual
▇▇▇▇▇ ▇▇▇▇▇
January 16, 2003
Page 2
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property and accounts receivable. The Company would also be required to file a
registration statement with the Securities and Exchange Commission ("SEC")
within 30 days of the closing date of the offering to register the shares that
will be issued from conversion of the Notes and exercise of the warrants.
In order to settle the ongoing dispute with the Investors in the
September 6, 2002 Offering, the Company is proposing to issue shares of common
stock to each Investor, based on the amount of funds in which each Investor
contributed in the September 6, 2002 Offering, at a price of $.25 per share. The
aggregate number of common shares issuable to the Investors, at a price of $.25
per share, is 2,524,000 shares. In addition, the Company will issue warrants to
the Investors to purchase shares of the Company's common stock equal to 25% of
the shares to be issued to such Investors under the proposed terms hereof at an
exercise price of $.25 per share. The aggregate number of warrants issuable to
the Investors is 631,000 warrants.
Notwithstanding the foregoing, if any of the terms of the proposed
offering of Notes and warrants is changed by the placement agents or the Company
resulting in a reduction in the conversion price of the Notes, an increase in
the number of warrants, or a reduction in the exercise price of such warrants,
the Investors will receive, on a pro rata basis, an increase in the number of
shares of common stock, an increase in the number of warrants or a reduction in
the exercise price of the warrants, as the case may be, to reflect any such
changes in the terms of such Notes or warrants.
The Company will also issue warrants to ▇▇▇▇▇▇▇▇▇▇ Capital Securities,
Inc. ("▇▇▇▇▇▇▇▇▇▇") to purchase 157,750 shares of the Company's common stock at
an exercise price of $.25 per shares. If any of the terms of proposed offering
of Notes and warrants is changed by the placement agents or the Company
resulting in an increase in the number of warrants or a reduction in the
exercise price of such warrants, ▇▇▇▇▇▇▇▇▇▇ will receive, on a pro rata basis,
an increase in the number of warrants or a reduction in the exercise price of
such warrants, as the case may be, to reflect any such changes in the terms of
such warrants.
Furthermore, to settle the dispute, the Company will agree to file a
registration statement with the SEC to register the shares of common stock that
the Investors would receive from the conversion of their Notes and the exercise
of their warrants and that ▇▇▇▇▇▇▇▇▇▇ would receive from the exercise of its
warrants on the basis of the new terms. The registration statement would be
filed with the SEC within 14 days after the Investors and ▇▇▇▇▇▇▇▇▇▇ have each
executed a Mutual Release, releasing the Company and its directors, officers,
and employees from any liability, including the September 6, 2002 Offering. The
Company will use its best efforts to have the registration statement declared
effective as soon as possible thereafter and once the registration statement is
▇▇▇▇▇ ▇▇▇▇▇
January 16, 2003
Page 3
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declared effective, will not take any action to prevent or delay the sale or
transfer of, or removal of the restrictive legend with regard to, such shares.
Enclosed for your review is a Mutual Release. The Mutual Release is
conditioned upon the satisfactory performance by the Company of the above-stated
terms and conditions, including the issuance of shares of the Company's common
stock to the Investors, the issuance of warrants to the Investors and
▇▇▇▇▇▇▇▇▇▇, and the registration of the shares issuable to the Investors and
▇▇▇▇▇▇▇▇▇▇.
If the above-stated terms and conditions are acceptable to the
Investors and ▇▇▇▇▇▇▇▇▇▇, please arrange to have each of them sign the enclosed
Mutual Release. Upon receipt of a signed Mutual Release, the Company will
arrange to have Continental Stock Transfer & Trust Co., its transfer agent,
issue stock certificates to the Investors in amounts consistent with the above
stated terms and conditions. The Company will also issue warrants to the
Investors and ▇▇▇▇▇▇▇▇▇▇ as set forth above and immediately begin work on a
registration statement to register the shares issuable to the Investors and
▇▇▇▇▇▇▇▇▇▇ pursuant to the terms hereunder.
Very truly yours,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Enclosure
cc: ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (w/encl. via facsimile and Federal Express)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (w/encl. via facsimile and Federal Express)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (w/encl. via hand-delivery)
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (w/encl. via hand-delivery)
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (w/encl. via facsimile and Federal Express)
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, M.D. (w/encl. via facsimile and Federal Express)
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (w/encl. via facsimile and Federal Express)
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (w/encl. via facsimile and Federal Express)
