XXXXXX & XXXXXX, P.A.
0000 XXXX XXXXXXX XXXX XXXX.
XXXX XXXXXXXXXX, XXXXXXX 00000
TELEPHONE (000) 000-0000
FACSIMILE (000) 000-0000
July 22, 1999
Exhibit 10.8
Via Facsimile
(000) 000-0000
and U.S. Mail
Xxxx X. Xxxxx, Esq.
Xxxxx & Xxxxx
Eleven Penn Center
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx0xxxx, P A 19103
Re: X.Xxxx, Inc./IPO/Golden/Xxxx/Settlement Agreement
Dear Xxxx:
This Settlement Agreement ("Agreement") will confirm the substantive details
of the settlement proposal of all outstanding disputes between Xxxx and Xxx
Xxxxxx, Xxxxxxx Xxxxxxx and Xxxx Xxxxx (collectively, the "Golden Group") and
X.Xxxx, Inc. and its principals, Xxxx Xxxxxxxxx, Xxxxxxx X. Xxxx, Xxxxxxxxx
Xxxx, Xxxx X. Xxxxx, Xxxxx X. Xxxxx, Xxxxx X. Xxxxx, and Xxxxxx Xxxxx
(collectively, the "Xxxx Group").
l. The equity ownerships shall be adjusted such that the Golden Group shall
cause 780,272 of their common shares to be canceled ab initio and rescinded by
X.Xxxx. Said shares shall be immediately retired by X.Xxxx. These shares may
under no circumstances be reissued by U .Link unless and until the contemplated
initial public offering ("IPO") underwriting has been satisfactorily completed.
2. The Golden and Xxxx Groups shall be entitled to sell, without
restriction, up to 25,000 shares and 50,000 shares of common stock,
respectively, ninety-one (91) days after the effective date of the offering.
X.Xxxx shall use its best efforts to register all of the above shares in the SB-
2 Registration Statement (.'Registration Statement"), for the purpose of
immediate sale. With respect to this item, share certificates shall be issued in
the following manner:
Xxx Xxxxxx 12,500 shares
Xxxx Xxxxx 6,250 shares
Xxxxxxx x. Xxxxxxx
Revocable Trust 6,250 shares
Xxxx X. Xxxxx, Esq.
July 22, 1999
Page 2
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Xxxx Xxxxxxxxx 25,000 shares
Xxxxxxx X. Xxxx 25,000 shares
3. All remaining shares owned by officers, directors and 5% shareholders
shall be subject to the identical lock-up period imposed by the Underwriters,
subject to the best efforts of the Xxxx Group to cause such restrictions on the
transfer of the shares to be removed at the earliest possible time. In this
regard the Xxxx Group shall use its best efforts to obtain from the Underwriter,
a reduction of the lock-up agreement for all X.Xxxx shareholders to six (6)
months or less.
4. The Golden Group shall tender to the Xxxx Group a proxy for their
shares, which proxy shall immediately terminate to the extent such shares are
sold to third parties.
5. The Registration Statement on Form SB-2 or X.Xxxx shall be filed with
the Securities and Exchange Commission within thirty (30) business days from
the date of the execution of this Settlement Agreement, with time being of the
essence.
6. Intentionally omitted
7. The Golden Group shall not be required, following the adjustment of
their shares, to "give back" any of their shares for the purposes of satisfying
the conversion rights of any of the preferred shareholders.
8. The Xxxx Group represents that there has been no material change to the
capital stock of X.Xxxx since April 21, 1999 (the date of the last SB-2draft
received by the Golden Group); and there will be no material change to the
capital stock of X.Xxxx from the date of the execution of this Agreement to the
completion of the IPO, except that X.Xxxx has sold sixty-eight (68) shares of E
Preferred stock. X.Xxxx shall not sell or issue any shares of its capital stock
until the effective date of the SB-2, unless H.D. Xxxxx & Co., notifies X.Xxxx
that it cannot complete the public offering at a price of $10.00 per share or
better, and X.Xxxx elects to withdraw the Registration Statement. In such event
X.Xxxx reserves the right to sell equity securities in order to meet its working
capital needs and pay its indebtedness. The Golden Group consents to the
amendment by X.Xxxx to its Certificate of Incorporation in order provide that
the Series A Preferred Stock shall be converted into 2,121,000 shares of common
stock, subject to adjustment in the event of stock splits, stock dividends
and/or similar events, minus 1/2 of the shares of common stock necessary to be
issued upon conversion of the Series B, C and D Preferred stock. Provided,
further, that in the event there is a stock split, stock dividend or similar
event, the Golden Group shall be treated in a like manner.
9. Any directives from the Xxxx Group to Xxxxx & Company, forbidding it to
communicate with Golden Group, shall be limited to matters regarding the X.Xxxx
Registration
Xxxx X. Xxxxx, Esq.
July 22, 1999
Page 3
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Statement. This restriction is not intended to limit the Golden Group's access
to Xxxxx & Company or its principals, or visa versa, for business or other
matters related to X.Xxxx.
10. All individual parties to this Agreement may, without interference from
any other party to this Agreement, sell their shares in a private transaction at
any time. In addition, no party to this Agreement shall, in any way, impede or
obstruct the ability of any other party to sell, transfer, encumber, or
otherwise dispose of his/her shares in accordance with the Registration
Statement and this Agreement.
11. The final price at which the shares shall be offered pursuant to this
Registration Statement is intended to be no less than $10 per share.
12. Upon the execution of this Settlement Agreement, the Golden Group, and
each of its members, including Xxxx Xxxxxx and the Xxxx Group, and each of its
members, shall exchange general releases. The general release shall also cover
all of the X.Xxxx attorneys, its management, board of directors, subsidiaries,
in all capacities, and all prior signatories to the letter agreements which
preceded this Agreement. All releases required and contemplated by this
paragraph shall be reciprocal and shall except from their terms the conditions,
terms and provisions of this Agreement. This Agreement shall be held in escrow
by respective counsel, pending receipt by Golden Group of the general releases
satisfactory to all parties hereto.
13. All prior agreements -- including May 4, 1998, May 4, 1998 (addendum),
Feb. 12,1999, Feb.19, 1999, -- between the parties hereto shall remain in full
force and effect except to the extent inconsistent with this Agreement, in which
case the latter shall control; provided however should the Registration
Statement not be timely filed in accordance with paragraph 5 above, or should
the underwriter fail or refuse to complete the public offering and X.Xxxx
withdraws the Registration Statement, then this Agreement shall be deemed a
nullity and the status of all parties shall be as if this Agreement was never
drawn, with all rights preserved.
14. In the event of a dispute arising from this Agreement, resolution shall
be by arbitration consistent with May 4, 1998 letter agreement.
15. Solely for informational purposes, the Xxxx Group shall E Mail to Xxxx
Xxxxxx at XXX@XXXXXX.XXX, the most recent draft of the SB-2, as well as the
final version simultaneously with filing with the SEC.
For the purposes of binding the parties to this Agreement, please have this
letter countersigned by yourself and your clients in the space provided, if the
terms and conditions are consistent with our previous understandings, and you
are agreeable to the new terms added by the Golden Group. Other than the
preparation of the general releases, I do not believe it would be necessary to
execute a more formalized agreement. This Agreement may be signed in
counterparts;
Xxxx X. Xxxxx, Esq.
July 22, 1999
Page 4
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facsimile signatures shall be acceptable and binding, with original signatures
to follow. One original Agreement fully executed shall be provided to the Golden
Group and one to the Xxxx Group.
Very truly yours,
/s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx (executed as to form only)
Accepted and Agreed To Accepted and Agreed To
this ___________ day of July, 1999. this 22nd day of July, 1999.
/s/ Xxxx X. Xxxxx /s/ Xxxx Xxxxxx
------------------------------------ ---------------------------------
By: Xxxx X. Xxxxx, Esq. Individually Xxxx Xxxxxx, individually
and as to form
/s/ Xxxx Xxxxxxxxx /s/ Xxx Xxxxxx
----------------------------------- ---------------------------------
Xxxx Xxxxxxxxx, individually and as Xxx Xxxxxx, individually
President of X.Xxxx, Inc
/s/ Xxxxxxx X. Xxxx /s/ Xxxxxxx X. Xxxxxxx
------------------------------------ ---------------------------------
Xxxxxxx X. Xxxx, individually and as Xxxxxxx X. Xxxxxxx, individually
CEO of X.Xxxx, Inc
/s/ Xxxxx X. Xxxxx /s/ Xxxx Xxxxx
------------------------------------ ---------------------------------
Xxxxx X. Xxxxx, individually Xxxx Xxxxx, individually
/s/ Xxxxxxxxx Xxxx
------------------------------------
Xxxxxxxxx Xxxx, individually
/s/ Xxxxx X. Xxxxx
------------------------------------
Xxxxx X. Xxxxx, individually
/s/ Xxxxxx Xxxxx
------------------------------------
Xxxxxx Xxxxx, individually
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