EXHIBIT 10.1
AGREEMENT
THIS AGREEMENT
is made as of this 17th day of
April, 2007, among BASIL CALOYERAS , an individual, ALIKI
CALOYERAS , an individual, ALEXANDRA CALOYERAS , an
individual, CALOYERAS FAMILY PARTNERSHIP , a Nevada limited
partnership (“Caloyeras Family Partnership”) and
TOROTEL, INC. , a Missouri corporation
(“Torotel”). Basil Caloyeras, Aliki Caloyeras and
Alexandra Caloyeras are sometimes hereinafter referred to as the
“Caloyeras Shareholders.”
WHEREAS , the Caloyeras Shareholders and the Caloyeras
Family Partnership are the owners of 2,537,505 shares of the common
stock of Torotel; and
WHEREAS , the Caloyeras Shareholders and the Caloyeras
Family Partnership desire to grant to Torotel an option for Torotel
to purchase shares of common stock of Torotel owned by the
Caloyeras Shareholders and the Caloyeras Family Partnership, as set
forth herein; and
WHEREAS , Basil Caloyeras is willing to dismiss without
prejudice the action captioned Basil Caloyeras v. Torotel,
Inc. , No. 06-2485-KHV (United States District Court,
District of Kansas) (the “Pending Action”), obtain
mutual releases of all claims in the event the shares are purchased
pursuant to this option, and covenant not to sue prior to July 31,
2007, in consideration for Torotel agreeing to certain terms and
conditions as specifically set forth herein.
NOW, THEREFORE
, in consideration of the premises,
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do
hereby agree as follows:
1.
Option to Purchase . The Caloyeras Shareholders and the
Caloyeras Family Partnership do hereby grant, until July 31, 2007,
to Torotel the option for Torotel to purchase all, but not less
than all, of the 2,537,505 shares of common stock of Torotel owned
by such parties, for a cash purchase price of Seventy Cents ($.70)
per share, subject to the provisions of this Agreement.
2.
Torotel’s Forbearance . Subject to Section 5 hereof or
unless the Caloyeras Family Partnership consents in advance in
writing, Torotel agrees that, effective immediately, neither it,
nor any subsidiary or affiliate controlled by it will, prior to
July 31, 2007: (i) issue any shares, restricted or otherwise, of
capital stock of Torotel; (ii) grant any options to purchase any
shares of capital stock of Torotel; (iii) enter in any new
employment agreements to which Torotel will be a party; (iv)
modify, amend or alter any employment agreements to which Torotel
is a party as of the date hereof; or (v) effect a merger,
recapitalization, reorganization or other corporate transaction
which would have the effect of diluting the percentage interest of
the Caloyeras Family Partnership and the Caloyeras Shareholders in
Torotel.
1
3.
Funds . Torotel agrees to use its commercially reasonable
efforts to pursue financing sources in order for it to acquire the
funds with acceptable terms to allow
