Exhibit
10.17
TAG-ALONG RIGHTS
AGREEMENT
This Tag-Along Rights Agreement (this
"Agreement") is entered into effective as of November l, 2003, by
and among Harris A. Lichtenstein ("Lichtenstein "), Alexander
Krichevsky ("Krichevsky", and with Lichtenstein, the "Majority
Holders"), and the shareholders and derivative holders of Omnimmune
Corp., a Texas corporation (the "Company") listed on Exhibit A
attached hereto (the "Minority Holders," and with the Majority
Holders, the "Holders"),
Recitals :
A. The Majority Holders collectively own more
than 80% of the Fully Diluted equity of the Company.
B. The Holders desire to enter into this
Agreement to provide for certain rights in the event either
Majority Holder desires to transfer a significant portion of his
shares of Common Stock.
NOW, THEREFORE, in consideration of the premises
and mutual promises and covenants contained herein, and intending
to be legally bound hereby, the parties hereby agree as
follows:
1. DEFINITIONS. .
1.1 Definitions. For purposes of this
Agreement:
(a) "Common Stock" means the common stock, par
value $0.01 per share, of the Company,
(b) "Fully Diluted" means the number of shares
of voting capital stock entitled to vote for directors of the
Company in a regular election taking into account the potential
issuance of shares of voting capital stock upon: (a) conversion (or
exchange) of any convertible (or exchangeable) securities, and (b)
exercise of any options, warrants or other rights to purchase
voting capital stock, and adjusted to reflect stock dividends,
stock splits, combinations, and recapitalizations or similar
events; provided that, securities that are not then exercisable by
their terms at the time of such determination will not be
considered in determining the "fully diluted" equity of the
Company.
(c) "Required Amount of Common Stock," with
respect to either Majority Holder, shall mean 30% or more of the
shares of Common Stock of the Company held by such Majority Holder,
and with respect to the Majority Holders collectively, shall mean
30% or more of the shares of Common Stock of the Company held by
such Minority Holders.
2. TAG-ALONG RIGHTS.
2.1 Tag Notice. If at any time the Majority
Holders collectively or either Majority Holder individually desires
to transfer or dispose of the Required Amount of Common Stock, such
person or persons (the "Selling Shareholder") must first give to
the Company and each other Holder (collectively, the "Other
Holders") a written notice signed by the Selling Shareholder (the
"Selling Shareholders Notice") stating: (a) the Selling
Shareholders bona fide desire to transfer its shares of Common
Stock; (b) the number of shares of Common Stock offered by the
Selling Shareholder ("Offered Stock"); (c) the form of
consideration (the "Offered Consideration") and price per share at
which the Offered Stock is offered (the "Offered Price"); (d) the
proposed time of closing and payment for the Offered Stock (the
"Closing Date"); and (f) any other relevant material terms of the
proposed sale of the Offered Stock.
2.2 Mechanics of Tag-Along.
(a) Upon delivery of a Selling Shareholder's
Notice, each of the Other Holders will have the right (but not the
obligation), exercisable at any time for 30 days (the "Tag Exercise
Period") from the date on which the Selling Shareholders Notice was
given, to require the Selling Shareholder to offer to the proposed
transferee from each respective Other Holder a number of shares of
Common Stock not less than the amount calculated by multiplying (a)
the number of shares of Common Stock offered by Selling Shareholder
by (b) the quotient derived by dividing (i) the number of shares of
Common Stock (on an as-converted basis) owned b
