csev_ex1002.htm


EXHIBIT 10.02


 


One Bio, Corp.


19950 W Country Club Dr.


Suite 100


Aventura FL 33180







December 1, 2011







UTA Capital LLC


YZT Management LLC


c/o Mr. Udi Toledano, Managing Member


100 Executive Drive, Suite 330


West Orange, NJ 07052







Gal Dymant


Flat B, 21/F


Tower 1, Estoril Court


55 Garden Road


Hong Kong, HK







Alan Fournier


11 Spring Hollow Road


Far Hills, New Jersey 07931







Ladies and Gentlemen:







One Bio, Corp. (the “Company”) and UTA Capital, LLC, Gal Dymant and Alan Fournier (collectively, the “Consulting Firms”) are parties to that certain consulting letter agreement dated as of February 28, 2011, as extended, modified and amended by that certain consulting letter agreement between the Company and the Consulting Firms dated as of July 8, 2011 (as so extended, modified and amended, the “Prior Agreement”).  This letter confirms the mutual understanding of the Company and the Consulting Firms with respect to certain provisions of the Prior Agreement effective as of the date of this letter agreement.   Capitalized terms used herein and not defined shall have the meaning ascribed to them in the Prior Agreement.  In consideration of the mutual promises contained herein and under the Prior Agreement and the continued performance of the parties of their continuing obligations under the Prior Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 




  





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1. Share Put Right.  The Put Right under paragraph 3(a) of the Prior Agreement is hereby amended and modified as follows:


 


(a)           The Company hereby agrees to purchase from each of the Consulting Firms, severally and not jointly, and each Consulting Firm hereby agrees to sell to the Company, severally and not jointly, the shares of the Company’s common stock identified on Schedule 1 attached hereto (the “Put Shares”) on the terms set forth below (the “Put Right”):


 


(i)           Price. The price per share to be paid by the Company for the Put Shares shall be $5.3893 per share, net of any taxes and transfer fees; and


 


(ii)           Closing. The issuance and sale of the Put Shares shall be completed as follows:


 


(A)            up to 79,788 shares for $430,000 on the earlier to occur of (1) December 10, 2011, or (2) such earlier date as the Notes are repaid in full by the Company (the earlier of such dates, the “First Put Date”);


 


(B)           up to 108,881 shares for $586,800 on the earlier to occur of (1) April 1, 2012,  or (2) such earlier date as the Notes are repaid in full by the Company (the earlier of such dates, the “Second Put Date”); and


 


(C)           up to 111,331 shares for $600,000 on the earlier to occur of (1) July 1, 2012,  or (2) such earlier date as the Notes are repaid in full by the Company (the earlier of such dates, the “Third Put Date”).


 


 (iii)           Late Payment Fees.  If the purchase price for Put Shares is not paid to the Consulting Firms by the Company on the First Put Date or within three (3) days of the Second Put Date or the Third Put Date, respectively (each such date, a “Nonpayment Date”):


 


 A)           such nonpayment shall immediately constitute an event of default under the Notes without regard to the three (3) and ten (10) day periods provided in paragraphs (a) and (b), respectively, of Section 10 of the Notes;


 


 B)           the Company shall be required to pay to Consulting Firms a late payment fee equal to the greater of (a) $50,000, or (b) 10% of the aggregate amount of the purchase price for the Put Shares that (i) payment, as outlined in section 1(a)(ii), is past due and (ii) has not been paid as of such Nonpayment Date; and


 


(C)           beginning on the fourth (4th) day after a Nonpayment Date, and for every incremental three (3) day period thereafter or any part thereof that any purchase price for Put Shares that (i) payment, as outlined in section 1(a)(ii), is past due and (ii) remains unpaid by the Company, the Company shall be required to pay to the Consulting Firms a late payment fee equal to the greater of (a) $5,000 or (b) 1% of the purchase price for the Put Shares that (i) payment, as outlined in section 1(a)(ii), is past due and (ii) has not been paid as of the first day of such incremental three (3) day period.


 




  





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(b)           Security.  As security for the Company’s obligations with respect to the Put Right set forth above, the pledge and security obligations of the Company to the Consulting Firms set forth in that certain Securities Purchase and Registration Rights Agreement dated January 8, 2009, as extended, modified and amended through the date hereof, shall survive and continue in full force and effect until such time as all amounts owing to the Consulting Firms under this letter agreement or any other agreement or instrument have been paid in full.


 


(c)           Allocation.  Put Shares shall be allocated among the Consulting Firms in accordance with Schedule 1 attached hereto.


 


2. Enforceability.  Except as specifically modified herein, all prior written agreements between the Company and the Consulting Firms remain in full force and effect.


 


3. Amendment and Waiver.  No term, covenant, agreement or condition of this letter agreement may be amended unless in a writing and executed by all of the parties hereto affected thereby.  No waiver of any term, covenant, agreement or condition of this letter agreement by a party shall be effective unless in writing executed by the waiving party.


 


4. Successors and Assigns.  This letter agreement shall be binding on and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not, and shall be subject to the terms and conditions of any prior written agreements between the parties.


 


5. Counterparts.  This letter agreement may be executed by one or more of the parties to this letter agreement in any number of separate counterparts, each of which, when so executed, shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute but one and the same instrument.


 


6. Severability.  In case any one or more of the provisions contained in this letter agreement or in any instrument contemplated hereby, or any application thereof, shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein, and any other application thereof, shall not in any way be affected or impaired thereby.


 


7. Conflict with Existing Loan Documents.  Notwithstanding any provision to the contrary contained in this letter agreement or any other written agreement between the parties, if any of the provisions of any other written agreement between the parties conflict with or are inconsistent with the provisions of this letter agreement, this letter agreement shall control and govern.


 


8. Captions.  The captions and headings of this letter agreement are for convenience of reference only and shall not affect the interpretation of this letter agreement.


 


9. Governing Law.  WITH RESPECT TO ANY ACTION OR DISPUTE BETWEEN COMPANY AND THE PURCHASERS THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


[Signature Page to Immediately Follow]


 




  





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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.




 


 




	 	COMPANY:	 
	 	 	 
	 	ONE BIO, CORP.	 
	 	 	 	 
	
 

	
By: 

	/s/ Marius Silvasan	 
	 	 	Name: Maruis Silvasan	 
	 	 	Title:  Chief Executive Officer	 
	 	 	Address:    8525 NW 53rd Terr., Suite C101

                   Doral, Fl 33166


                  Attention: Chief Executive Officer

	 







 




	 	CONSULTING FIRMS:	 
	 	 	 
	 	UTA CAPITAL LLC,	 
	 	a Delaware limited liability company	 
	 	 	 
	 	By: YZT Management LLC, its Managing Member	 
	 	 	 
	 	 	 	 
	
 

	
By: 

	/s/ Udi Toledano	 
	 	 	Name: Udi Toledano	 
	 	 	Title:  Managing Member	 
	 	 	Address:   100 Executive Drive, Suite 330 

                   West Orange, NJ 07052

	 







 




  





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	 	CONSULTING FIRMS CONT’D:	 
	 	 	 
	 	GAL DYMANT	 
	 	 	 	 
	
 

	
By: 

	/s/ Gal Dymant	 
	 	 	Gal Dymant	 
	 	 	 	 
	 	 	Address:   Flat B, 21/F 

                  Tower 1, Estoril Court 

                   55 Garden Road 

                   Hong Kong, HK





	 











	 	 	 
	 	ALAN FOURNIER	 
	 	 	 	 
	
 

	
By: 

	/s/ Alan Fournier	 
	 	 	Alan Fournier	 
	 	 	 	 
	 	 	
Address:   11 Spring Hollow Road


                   Far Hills, New Jersey 07931

	 





 




  





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Schedule 1


 



	
Purchaser

	
Number of  Put Shares

	
Percentage Interest in Put Share Tranches


	
UTA Capital LLC

	
206,896 Shares

	
 


 


68.965%


	
Gal Dymant

	
36,208 Shares

	
 


 


12.069%


	
Alan Fournier

	
56,896 Shares

	
 


 


18.966%


	
Total

	
300,000 Shares

	
 


 


100%







 


 


 


 


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