Exhibit 10.15
NETWORK-1 SOFTWARE & TECHNOLOGY, INC.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
January 31, 1997
Mr. Xxxxxx Xxxxx
Mr. Xxxxxxx Xxxxxxx
c/o Network-1 Software & Technology, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Transfer of Shares
Dear Messrs. Xxxxx and Xxxxxxx:
This letter agreement sets forth the mutual agreements of Network-1
Software & Technology, Inc. with each of Xxxxxx Xxxxx ("Xxxxx") and Xxxxxxx
Xxxxxxx ("Xxxxxxx") with respect to the transfer and surrender to the
Company by Xxxxx of 63,000 shares of common stock, par value $.01 per share,
of the Company (the "Common Stock") and by Xxxxxxx of 87,000 shares of Common
Stock, on the terms and conditions set forth below. Each of the parties
hereto acknowledges that the transactions described herein are being entered
into as a condition to the closing of the transactions contemplated under a
certain Securities Purchase Agreement, dated as of even date herewith, by and
among the Company and certain investors.
Simultaneous with the execution of this letter agreement, Xxxxx shall
surrender, transfer and assign to the Company 63,000 shares of Common Stock
and shall deliver to the Company certificates representing 63,000 shares of
Common Stock. Upon receipt of such stock certificates, the Company shall
deliver to Xxxxx a check in the amount of $630.00 as payment in full for such
shares and shall cancel the shares so delivered.
Simultaneous with the execution of this letter agreement, Xxxxxxx shall
surrender, transfer and assign to the Company 87,000 shares of Common Stock
and shall deliver to the Company certificates representing 87,000 shares of
Common Stock. Upon receipt of such stock certificates, the Company shall
deliver to Xxxxxxx a check in the amount of $870.00 as payment in full for
such shares and shall cancel the shares so delivered.
If the foregoing accurately reflects our mutual agreement, please sign
this letter agreement in the space indicated below.
NETWORK-1 SOFTWARE & TECHNOLOGY, INC.
By: /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: President
Accepted and Agreed as of the
date first above-written:
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
