Irrevocable Undertaking by Timothy Aitken to Transworld Healthcare (UK) Limited and Transworld Healthcare Inc.

Contract Categories: Business Finance › Waiver Agreements
Summary

Timothy Aitken agrees not to exercise any rights, such as voting or transferring, attached to his redeemable shares in Transworld Healthcare (UK) Limited until the company makes an offer to purchase or redeem those shares. If such an offer is made, he must accept it and comply with its terms. This agreement is governed by English law and is binding regardless of whether the purchase or redemption is completed.

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EX-10.26 12 file011.txt IRREVOCABLE UNDERTAKING EXHIBIT 10.26 IRREVOCABLE UNDERTAKING To: Transworld Healthcare (UK) Limited (the "COMPANY") Stone Business Park Brooms Road, Stone Staffordshire ST15 0TL Transworld Healthcare Inc. 555 Madison Avenue New York, NY 10022 Triumph Partners III, L.P. 28 State Street 37th Floor Boston, MA 02109 April 22, 2002 Dear Sirs, 1. UNDERTAKING I, the undersigned, upon issue to me of 684,258 shares of common stock of Transworld Healthcare Inc., hereby irrevocably and unconditionally undertake not to exercise any rights attaching, now or in the future (including any rights in respect of voting, conversion, transfer or otherwise), to the redeemable shares of 0.01p each in the capital of the Company held by me (the "REDEEMABLE SHARES") until such time as any offer is made by the Company to purchase or redeem such Redeemable Shares at their nominal value (the "OFFER") and in such event, I hereby agree that I will accept the Offer and will exercise such rights in order to comply with the terms of the Offer. For the avoidance of doubt, if the Offer is made but the related purchase or redemption is not completed for any reason, I hereby irrevocably and unconditionally undertake not to exercise any rights attaching, now or in the future (including any rights in respect of voting, conversion, transfer or otherwise), to the Redeemable Shares. 2. GOVERNING LAW AND SUBMISSION TO JURISDICTION This undertaking (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this undertaking or its formation) shall be governed by and construed in accordance with English law. -1- EXHIBIT 10.26 Signed as a deed ) by TIMOTHY AITKEN ) /s/ Timothy Aitken in the presence of ) Witness Name: GRAHAM NEWTON /s/ Graham Newton Address: 59 BOTTELS ROAD WARBOYS CAMBS PEZB LRZ England [Signature page to Irrevocable Undertaking delivered by Timothy Aitken] -2-