EXHIBIT 10.23
xxxxxxxxx.xxx, inc.
0000 Xxxxxx Xxxxxx
Xxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
Contingency Agreement
March 1, 2000
Xxxxxx Xxxxx
00 Xxxxxxxx Xxxxx
Xxxxxx Xxxxxx, XX 00000
Dear Xx. Xxxxx:
This letter will confirm the agreement between xxxxxxxxx.xxx, inc.
("Netcruise" or the "Company"), a New Jersey corporation, and yourself ("you" or
the "Investor") regarding possible changes in the Subscription Agreement and
Anti-Dilution Option Agreement which we have executed today and which are
contingent upon the happening of events discussed below.
The contingent changes agreed-to in this Contingency Agreement (the
"Contingency Agreement") relate to pending agreements with United Internet
Technologies, Inc., a Delaware corporation ("UIT") and Xxxxx Xxxxxxx regarding,
among other things, UIT's sale to you of 1,500,000 shares (the "Additional
Shares") of the $.0001 par value common stock ("Shares") of Netcruise for a
purchase price of $375,000, its sale to you or forgiveness of certain
outstanding Netcruise debt obligations held by UIT and its affiliates (the "UIT
Debt") for a purchase price of $225,000, cancellation of the Netcruise Class V,
W, X and Y Common Stock Purchase Warrants for an aggregate of 2,000,000 Shares
and the issuance to UIT of a Common Stock Purchase Warrant to purchase up to
500,000 Shares during a period of five years at a purchase price of $1.00 per
share (collectively referred to as the "Pending UIT Transaction").
You have agreed that you will purchase the Additional Shares and UIT
Debt for $600,000 in accordance with the draft agreements previously prepared
and provided to your attorney or, in the alternative, will purchase the
Additional Shares alone for $375,000 and provide an additional $225,000 to
Netcruise for it to obtain forgiveness of the UIT Debt. In either event,
Netcruise has agreed to issue to you an additional 1,125,000 Shares upon
satisfaction of the UIT Debt by either your purchase of it from UIT followed by
your conversion of it into Netcruise equity, or by Netcruise utilizing the
funding being provided by you to make a satisfaction payment to UIT.
We have mutually agreed that in the event the Pending UIT Transaction
does not close within 45 days after the date of this agreement, Netcruise will
issue to you an additional 4,625,000 Shares for a purchase price of $600,000
pursuant to the terms and conditions of the Subscription Agreement. If the
Pending UIT Transaction is completed thereafter, you agree surrender to
Netcruise for cancellation, as a contribution to capital, a number of Shares
equal to the difference between the Shares (including those issuable upon the
exercise of warrants) held by UIT and Xxxxx Xxxxxxx before
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completion of the Pending UIT Transaction and the Shares (including those
issuable upon the exercise of warrants) held by them after the completion of the
Pending UIT Transaction.
In either event, we have further mutually agreed to amend the
Anti-Dilution Option Agreement to reflect the adjusted holdings of Shares by you
and the adjusted number of Shares issued and outstanding on a fully diluted
basis (as described in paragraph #1 of the Anti-Dilution Option Agreement) so as
to recompute your Percentage Interest as defined in the Anti-Dilution Option
Agreement as if your acquisition of Additional Shares pursuant to this
contingency agreement took place as of the date of the Anti-Dilution Option
Agreement. We mutually expect that your Percentage Interest upon recomputation
will total approximately 64%.
We also mutually agree to incorporate herein by reference all of our
respective representations and warranties as contained in the Subscription
Agreement, dated this date.
If the foregoing confirms your understanding of our agreement, kindly
so indicate by signing the enclosed copy of this letter and returning it to us
immediately.
Very truly yours,
xxxxxxxxx.xxx, inc
By: /s/ Xxxxx X. Xxxx, President
Attest:
/s/ Xxxx X. Xxxxx, Secretary
ACCEPTED AND AGREED:
/s/ Xxxxxx Xxxxx
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