Ramport Financial Undertaking Regarding Section 10(d) of Shareholders Rights Agreement with New Air, Inc., Microdel Ltd., and Baby's Breath Ltd.

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Summary

Ramport Financial has agreed with New Air, Inc., Microdel Ltd., and Baby's Breath Ltd. not to exercise or support the exercise of certain rights under Section 10(d) of their September 2009 Shareholders Rights Agreement until December 31, 2010. This means Ramport Financial will not invoke or vote for actions specified in that section during this period. The agreement is binding and irrevocable as of January 3, 2010.

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EX-10.26 24 ex1026.htm EXHIBIT 10.26 ex1026.htm
Exhibit 10.26
 
January 3, 2010

New Air, Inc. ("Corporation")
Microdel Ltd.
Baby's Breath Ltd.

Re: Section 10 of the Shareholders Rights Agreement of September 2009


Gentlemen,

Reference is hereby made to that Shareholders Rights Agreement of September 2009 to which the undersigned is a party (the "SRA").

Without derogating from any other rights we have thereunder, in furtherance of Section 10(d) of the SRA, the undersigned hereby irrevocably agrees and undertakes towards you not to invoke the right granted to it under said Section 10(d) until the date of December 31, 2010, and not to vote in favor of causing the Corporation to initiate or undergo any of the events set forth in Section 10(d), until the date of December 31, 2010.

The aforesaid undertaking was duly executed by the undersigned on the date first written above and constitutes a valid and binding irrevocable undertaking.

  Sincerely yours,  
       
 
By:
/s/ Ramport Financial  
    Ramport Financial