EX-10.1
from 8-K
8 pages
1. Prior Agreements. Except as Otherwise Specifically Provided in This Letter Agreement, Upon the Execution of This Letter Agreement by All Parties Hereto, This Letter Agreement Shall Supercede and Replace Any and All Other Agreements or Arrangements Relating to the Acquisition by Bodytel of the Shares, Including, but Not Limited To, the Exercise by Bodytel of the Option to Purchase in the Shareholders Agreement Dated December 6, 2006 Between Bodytel (Formerly SELLCELL.NET) and Safecom. 2. Consideration. as Consideration for the Acquisition of the Shares, Bodytel Shall Issue to Marlon 4,000,000 Shares of Its Common Stock, Par Value, $0.001 (The “Bodytel Shares”), Subject to Applicable Exemptions. 3. Financial Statements. Bodytel and Marlon Understand That Closing of the Transactions Contemplated in This Letter Agreement Will Require Financial Statements of Glucotel in a Form Acceptable to Meet All Applicable Securities Law Filing Requirements of Bodytel and the Parties Agree to Use Their Best Efforts in Complying With All Regulatory Requirements. 4. Representations of Marlon. Marlon Hereby Acknowledges, Represents and Warrants to Bodytel as Follows, and Acknowledges That Bodytel Is Relying Thereon in Entering This Letter Agreement and Issuing the Bodytel Shares to Safecom: (A) the Shares Are Validly Issued and Outstanding as a Fully Paid and Non-Assessable Share in the Capital of Glucotel; (B) It Has All Requisite Corporate Power and Authority to Execute and Deliver This Letter Agreement, Including, but Not Limited To, the Shares Duly Endorsed for Transfer, and Any Other Document Contemplated by This Letter Agreement (Collectively, The
12/34/56
