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EXHIBIT 10.1
EXCHANGE AGREEMENT
THIS AGREEMENT made and entered into as of the 24 day of February,
2000, by and between the RH DRIEHAUS FOUNDATION, an Illinois not-for-profit
foundation (referred to herein as "Driehaus"), and WILLIAM ST. LAURENT, of
Miami, Florida (referred to herein as "St. Laurent");
W I T N E S S E T H :
WHEREAS, Driehaus is the owner, free and clear of all liens or
encumbrances, of US $2,000,000.00 face value global medium term notes issued by
Technology Acceptance Corp., a Cayman Islands special purpose corporation, on
April 16, 1998, copies of which are attached hereto as Exhibit "A" (referred to
herein as the "TAC Notes"); and
WHEREAS, St. Laurent is the owner, free and clear of all liens and
encumbrances, of 285,750 restricted shares of the common stock of Vitech
America, Inc., a Florida corporation (referred to herein as the "Vitech
Stock"); and
WHEREAS, Driehaus desires to transfer the TAC Notes to St. Laurent in
exchange for the Vitech Stock, and St. Laurent desires to transfer the Vitech
Stock to Driehaus in exchange for the TAC Notes, subject to the terms and
conditions stated herein;
NOW, THEREFORE, for and in consideration of the mutual promises herein
set forth, the receipt and sufficiency of which are hereby acknowledged, it is
hereby agreed as follows:
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1. Exchange. Driehaus hereby transfers all of its right, title
and interest in the TAC Notes to St. Laurent in exchange for all St. Laurent's
right, title and interest in and to the Vitech Stock.
2. Assignment. Upon execution hereof, Driehaus agrees to deliver
the TAC Notes to St. Laurent together with a fully executed bond power
assigning the TAC Notes to St. Laurent to allow, upon execution hereof, the
transfer of the TAC Notes to St. Laurent on the corporate records of Technology
Acceptance Corp. Upon execution hereof, St. Laurent agrees to deliver the
Vitech Stock to Driehaus together with a fully executed stock power assigning
the Vitech Shares to Driehaus to allow, upon execution hereof, the transfer of
the Vitech Stock to Driehaus on the corporate records of Vitech America, Inc..
3. No Broker or Finder. The parties hereto acknowledge that they
are not in any way obligated for a payment of fees or expenses to any broker or
finder in connection with the transaction contemplated by this Agreement.
4. Acknowledgments. Each party hereby acknowledges that they have
either full and complete knowledge of all aspects of the exchange transaction
called for herein or access to such information as they deem relevant thereto,
and neither party hereto is making any representations or warranties with
regard to the exchange called for herein, except as otherwise provided in this
Agreement. Therefore, the parties hereby waive and hold each other harmless
from and against any and all liabilities, demands, claims, actions or causes
for actions, assessments, losses, penalties, costs, damages or expenses
sustained or incurred by the parties hereto as a result of, or arising out of,
or by virtue of the exchange transaction setforth in this Agreement.
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5. Nondisclosure. The parties hereby agree to maintain the
existence of this Agreement as well as all of its terms and conditions
(referred to herein as the "Transaction Information") in confidence and to use
at least the same degree of care to maintain the Transaction Information as
secret as it uses in maintaining as secret its own proprietary and confidential
information but always using at least a reasonable degree of care. The parties
will use or disclose the Transaction Information only to the extent necessary
to effectuate the exchange called for herein, as reasonably required in
connection with the contemplated registration of the Vitech Stock as
hereinafter agreed to in writing by both parties or as required by law.
6. Registration Undertaking. As an inducement to Driehaus to sell
the TAC Notes, St. Laurent has undertaken to cause Vitech America, Inc.
(referred to herein as the "Company") to provide certain registration rights
with respect to the Vitech Stock pursuant to the terms and conditions of the
Registration Rights Agreement to be entered into simultaneously herewith
between Driehaus and the Company.
7. Further Assurances. St. Laurent and Driehaus agree that each
shall, from time to time upon the reasonable request of the other party,
execute, acknowledge and deliver in proper form any instrument of conveyance or
further assurance necessary or desirable to perfect the consummation of the
within transaction.
8. Construction. The parties hereto agree that all matters
pertaining to the validity, construction and effect of this Agreement shall be
determined in accordance with the laws of the State of Illinois. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.
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9. Notice. All deliveries, notices, statements, requests and
demands given to or made upon any party hereto in accordance with the
provisions of this Agreement shall be made via messenger or nationally
recognized courier service or via telecopy to the following addresses or
facsimile numbers or such other addresses or facsimile numbers at which the
parties shall from time to time notify one another:
If to Driehaus: RH Driehaus Foundation
25 East Erie Street
Chicago, IL 60611-2703
Attn: Dusko Culatic
Facsimile No. (312) 587-3840
With copy to: Robert M. Levin
Levin & Schreder, Ltd.
120 N. La Salle St., 38th Floor
Chicago, IL 60602
Facsimile No. (312) 332-6393
If to St. Laurent: William St. Laurent
8807 NW 23rd St.
Miami, FL 33172
Facsimile No. (305) 477-1161
10. Counterparts. This Agreement may be executed in any number of
counterpart copies, each of which shall be deemed an original for all purposes,
but all of which shall constitute one and the same agreement.
11. Entire Agreement. This Agreement constitutes the entire
agreement and understanding of St. Laurent and Driehaus, and no contemporaneous
or subsequent oral agreement or statements shall alter or modify the terms and
provisions hereof unless agreed thereto by the parties in writing. There are no
promises or representations upon which any party hereto has relied in the
execution of this Agreement which are not contained herein.
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12. Severability. In the event any provision of this Agreement
shall be held invalid or unenforceable by any court of competent jurisdiction,
such holding shall not invalidate or render unenforceable any other provision
hereof.
13. Pronouns and Headings. As used herein, all pronouns shall
include the masculine, feminine, neuter, singular and plural thereof wherever
the context and facts require such construction. The headings, titles and
subtitles herein are inserted for convenience of reference only and are to be
ignored in any construction of the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have set their respective hands
as of the date first above written.
RH Driehaus Foundation Wolf Partners, L.P.
By: /s/ SIGNATURE INELIGIBLE By: /s/ WILLIAM ST. LAURENT
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William St. Laurent, General Partner
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