EXHIBIT 10.8
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AMENDED AND RESTATED
LOAN CONVERSION
AND
COMMON STOCK AGREEMENT
THE ORIGINAL LOAN CONVERSION AND COMMON STOCK AGREEMENT ("Agreement") made and
effective July 31, 2000 by and between MedSolutions, Inc.(MSI) formerly known as
EnviroClean International, Inc. or Advanced EnviroTech Systems, Inc., and Xxxx
X. Xxxxxxx, M.D. ("Xxxxxxx"), the Parties is hereby AMENDED AND RESTATED
effective July 31, 2001.
Prior to July 31, 2000 MSI was indebted to Xxxxxxx in the amount of One-Million
and no/100 Dollars ($1,000,000.00) for funds previously loaned to MSI with an
extended maturity date of May 31, 2001 plus accrued interest.
MSI agreed to convert such prior debt to Xxxxxxx into shares of common stock of
MSI as set forth below.
NOW THEREFORE, MSI and Xxxxxxx agreed as follows:
1. DEFINITIONS.
A. "Obligation". All of the interest, principal and other amounts
payable under the Notes and Agreements between the parties,
dated prior to March 31, 1999, repayment of which was extended
until May 31, 2001, under a Loan Extension Agreement dated May
31, 1999.
B. "Extension". The due and payable date on above referenced
notes was extended to May 31, 2001.
C. "Interest". The annual percentage rate of interest shall be no
more than ten percent (10%) per annum.
D. "Conversion". All of the unpaid loan principal amounting to
One-Million and no/100 Dollars ($1,000,000.00) was converted
into One-Million-Eight-Hundred-Fifty-Thousand (1,850,000)
shares of ENVI Common Stock par value $0.001 per share at an
average price of fifty-four and five hundreth cents ($0.5405)
per share.
E. "Accrued interest". All accrued interest associated with the
unpaid loan to July 31, 2000 was paid to Xxxxxxx in the form
of a new loan in the amount of
One-Hundred-Sixteen-Thousand-Six-Hundred-Sixty-Six Dollars and
Sixty-Seven cents ($116,666.67), said new loan to bear
interest at no more than ten percent (10%) per annum and to be
payable on July 31, 2002.
F. "New Loan". New loan will be secured by the so-called "IMCO
Contract being negotiated with the Kingdom of Saudi Arabia,"
specifically from the royalties from the sale of an estimated
twenty (20) EnviroClean EC-500 Systems to said customer and by
the patented technology known as the EnviroClean Thermal
Oxidation.
G. "Repayment/Conversion." No principal payments on the new loan
are allowed for a period of twenty-four (24) months from July
31, 2000 until July 31, 2002. The new loan principal and
accrued interest thereon was convertible into shares of ENVI
Common Stock par value $0.001 per share at the rate of One
dollar and Fifty cents ($1.50) per share on a pre split basis.
H. "Cash Investment." In consideration for accepting this
agreement, Xxxxxxx agreed to make an additional cash
investment in the following amount on July 31, 2000: A cash
investment of Fifty-Thousand and no/100 Dollars ($50,000.00)
in exchange for Fifty-Thousand (50,000) shares of MSI Common
Stock par value $0.001 per share at a price of One dollar
($1.00) per share.
I. "Further Cash Investment." In consideration for Xxxxxxx making
further cash loans or advances available to MSI for working
capital or other purposes during any period subsequent to July
31, 0000, Xxxxxxx and MSI amend this agreement as follows: (1)
that such further loans or advances be added to the balance of
the new loan principal and accrued interest discussed in items
C and E through G above, (2) that the conversion price per
share of the total of all loans and advances plus any accrued
interest thereon be changed to permit the principal and
accrued interest thereon to be converted into shares of MSI
Common Stock par value $0.001 per share at the rate of One
dollar and Twenty Five cents ($1.25) per share, and (3) that
the security for the loans and advances and accrued interest
thereon be extended to include all other tangible and
intangible property and assets of MSI and of any subsidiary
thereof.
2. REPRESENTATIONS AND WARRANTIES OF MSI.
MSI represents and warrants to Xxxxxxx that this Agreement is in full
satisfaction of the original extended obligation to Xxxxxxx. MSI further
represents that it has used its best efforts to negotiate on Xxxxxxx'x behalf
Xxxxxxx'x right to sell up to $1,500,000.00 worth of common stock through Lilly
Beter Capital Group, Inc. (LBCG) following the issuance of the LBCG Firm
Commitment Letter to ENVI by LBCG under the terms specified in the Letter of
Intent dated June 26, 2000 and a successful Form SB10 registration by MSI which
results in MSI becoming a publicly traded stock on the OTC markets.
3. FINAL AGREEMENT.
This Amended and Restated Loan Conversion and Common Stock Agreement constitutes
the final agreement and understanding between the parties on the subject matter
hereof and supersedes all prior understandings or agreements whether oral or
written. This Agreement may be modified only by a further writing that is duly
executed by both parties.
4. HEADINGS.
Headings used in this Amended and Restated Loan Conversion and Preferred Stock
Agreement are provided for convenience only and shall not be used to construe
meaning or intent.
IN WITNESS WHEREOF, Xxxx X. Xxxxxxx, M.D. and MedSolutions, Inc. have executed
this Amended and Restated Loan Conversion and Common Stock Agreement on July 31,
2001.
MEDSOLUTIONS, INC.
/s/ XXXX XXXXXXX By: /s/ XXXXXXX X. XXXXXXX
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Xxxx Xxxxxxx, M.D. Xxxxxxx X. Xxxxxxx, President