The 8K filing:
On June 6, 2007 Torvec purchased the entire membership interest held by Robert C. Horton in Variable Gear, LLC for $19,250 represented by 5,000 shares of the company’s $.01 par value common stock based upon the closing price of such stock on Friday June 1, 2007.
A complete copy of the letter agreement terminating Mr. Horton’s interest in Variable Gear follows:
June 6, 2007
Robert C. Horton
3876 East Lake Road
Canandaigua, New York 14424
Re: Purchase of Variable Gear, LLC
Membership Interest
Dear Bob,
On Sunday, June 3, 2007, we met as the sole members of Variable Gear, LLC via telephonic conference in accordance with sections 15.7 and Article VII of Variable Gear’s Operating Agreement ("Agreement").
Our discussions dealt with the requirement, set forth in section 11.4.1 of the Agreement, that Torvec purchase your Membership Interest and/or your Distributional Interest in Variable Gear as of January 1, 2008. After a full discussion of the events surrounding the creation of Variable Gear and the events that have transpired since the company’s creation in mid-2000, we agreed that it would be appropriate for Torvec to purchase your entire interest in Variable Gear effective June 1, 2007.
After further discussion, we agreed that, despite the language set forth in section 11.4.1 regarding the engagement of a "qualified appraiser" to provide us with a fair market value for the purchase, a fair and adequate purchase price for your Membership Interest would be 5,000 shares of the $.01 par value common stock based upon the closing price of such stock on Friday, June 1, 2007.
We further agreed that the shares to be issued to you in exchange for your Membership Interest would be issued pursuant to Torvec’s Business Consultants Stock Plan. As you know, the issuance of such shares has been duly registered with the Securities and Exchange Commission so that, upon receipt by you, are freely-tradable in the open market.
We also agreed that, upon issuance by Torvec of the stock certificate representing the 5,000 common share purchase price, your Membership Interest in Variable Gear would be cancelled and you would be deemed to have effectively resigned as a manager of the company.
I believe this letter accurately reflect our discussion.
If you are in agreement, I would ask that you sign and date a copy of this letter provided for such purpose and return the copy to me in the self-addressed envelope which we have enclosed for your use.
Sincerely,
/s/ James Y. Gleasman
James Y. Gleasman
Chief Executive Officer
Torvec, Inc.
I agree that this letter accurately reflects the discussions held on Sunday, June 3, 2007 and I hereby accept the offer of 5,000 freely-tradable shares of the $.01 par value common stock of Torvec, Inc. in exchange for all of my right, title and interest in Variable Gear, LLC.
Date: 6/6/2007
s/ Robert C. Horton
Robert C. Horton
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