|
AGREEMENT
THIS AGREEMENT (“
Agreement” ),
dated as of December 12, 2007, is by and between Elizabeth Plaza
("
Purchaser "),
and Pharma-Bio Serv, Inc. (the “
Company” ).
WITNESSETH
WHEREAS ,
Purchaser has entered into a Securities Purchase Agreement dated
December 12, 2007 (the “SPA”) pursuant to which
Purchaser has agreed to purchase warrants to purchase an aggregate
of Four Hundred Sixty Six Thousand, Six Hundred and Sixty Seven
(466,667) shares of common stock, par value $0.0001 (the
“Warrants”) of the Company in consideration for $0.77
per Warrant, which shall be payable by the issuance of a promissory
note (the “Notes”) to each of the sellers (the
“Sellers”).
WHEREAS ,
the closing of the sale and purchase of the Warrants is conditioned
on the Company obtaining a National Minority Supplier Development
Council Minority-Controlled Certification
(“Certification”) extending beyond December 31,
2007.
NOW THEREFORE ,
in consideration of the promises and respective mutual agreements
herein contained, it is agreed by and between the parties hereto as
follows:
1.
Agreement to Exercise Warrants .
Upon the terms and conditions herein contained, Purchaser hereby
agrees to exercise the Warrants simultaneously with the closing of
the SPA and directs that the Company pays an aggregate of Three
Hundred Fifty Nine Thousand, Three Hundred and Thirty Three Dollars
and Fifty Nine Cents ($359,333.59) of the payment due to the
Purchaser by the Company on January 25, 2008 pursuant to the
Agreement and Plan of Merger dated January 25, 2006 among Lawrence
Consulting Group Inc., PBSV, Purchaser and Plaza Acquisition Corp.
to each of the Sellers in the respective amounts set forth on
Schedule A of the SPA. Purchaser shall exercise warrants by
completing the Purchase Form attached to each of the certificates
evidencing the Warrants and submitting the completed Purchase Forms
to the Company.
2.
Issuance of the Warrants .
The Company hereby agrees to issue and deliver the New Warrants (as
defined in the SPA) to the Purchaser and to the Sellers as provided
in Section 2.5 of the SPA.
3.
Authorization; Enforcement .
The Purchaser has all requisite power and authority to enter into
and perform this Agreement and to consummate the transactions
contemplated hereby and to issue the Notes to each of the Sellers,
in accordance with the terms of the SPA, (ii) this Agreement has
been duly executed and delivered by the Purchaser, and (iii) this
Agreement and each of the Notes constitute a legal, valid and
binding obligation of the Purchaser enforceable against the
Purchaser in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating
to, or affecting generally, the enforcement of creditors’
rights and remedies or by other equitable principles of general
application.
4.
No Conflicts .
The execution, delivery and performance of this Agreement by the
Purchaser and the consummation by the Purchaser of the transactions
contemplated hereby (including, without limitation, the issuance of
the Notes to the Sellers pursuant to the SPA) will not
|
