Item 1.01 Entry into a Material Definitive Agreement.
In connection with the previously disclosed stock purchase agreement ("Stock
Purchase Agreement") entered into on February 15, 2008, by and among Linkwell
Corp. ("Linkwell Corp."), its wholly owned subsidiary Linkwell Tech Group, Inc.
("Linkwell Tech") and Ecolab Inc. ("Ecolab"), on May 30, 2008, Linkwell Corp.,
Linkwell Tech and Ecolab entered into a Linkwell Tech Group Inc. Stockholders
Agreement ("Stockholders Agreement"), whereby both Linkwell Corp. and Ecolab are
subject to, and benefit by, certain pre-emptive rights, transfer restrictions
and take along rights relating to the shares of Linkwell Tech each holds.
Pursuant to the terms of the Stockholders Agreement, Ecolab has an option ("Put
Option") to put the 888,889 shares ("Shares") of common stock, par value $0.001,
of Linkwell Tech Ecolab purchased under the Stock Purchase Agreement, back to
Linkwell Tech in exchange for, as determined by Linkwell Corp., cash in the
amount of $2,400,000 or the lesser of (a) 10,000,000 shares of Linkwell Corp.
common stock, or (b) such number of shares of Linkwell Corp. common stock as is
determined by dividing (i) 3,500,000 by (ii) the average daily closing price of
Linkwell Corp. common stock for the twenty days on which Linkwell Corp. shares
of common stock were traded on the OTC Bulletin Board prior to the date the Put
Option is exercised ("Put Shares"). The Put Option is exercisable during the
period between the second and fourth anniversaries of May 30, 2008, upon the
occurrence of certain events including material breach by Linkwell Tech or its
subsidiaries, of the Consulting Agreement, Distributor Agreements or Sales
Representative Agreement entered into in connection with the Stock Purchase
Agreement.
Under the Stockholders Agreement, Ecolab also has a call right, exercisable if
Linkwell Corp. is subject to a change of control transaction, to require
Linkwell Corp. to sell to Ecolab all of the equity interests in Linkwell Tech,
or any of Linkwell Tech's subsidiaries, then owned by Linkwell Corp.
In addition, on May 30, 2008, Linkwell Corp. and Ecolab entered a registration
rights agreement ("Registration Rights Agreement") whereby Linkwell Corp. agrees
to register the Put Shares if issued to Ecolab in accordance with the terms of
the Stockholders Agreement.
The preceding descriptions of the terms of the Stockholders Agreement and the
Registration Rights Agreement are qualified in their entirety by reference to
the Stockholders Agreement and the Registration Rights Agreement filed herewith
as Exhibit 10.1 and 10.2 respectively, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 10.1 Linkwell Tech Group, Inc. Stockholders Agreement, dated May 30,
2008, by and among Linkwell Tech Group, Inc., Linkwell Corp. and
Ecolab Inc.
Exhibit 10.2 Registration Rights Agreement, dated May 30, 2008, by and among
Ecolab Inc. and Linkwell Corp.