Exhibit 10.5
Agreement Between Enfacet and the Company, dated August 24, 2001
August 24, 2001
Xxxx Xxxxxxxxxxxxxx, President
ENFACET, INC.
0000 X. XX 00, Xxxxx 000
Xxxxxx, XX 00000
Re: Vertical Computer Systems, Inc. Stock Purchase
Dear Xxxx:
This letter will confirm that with respect to Vertical Computer Systems,
Inc.'s ("Vertical") purchase of one hundred percent (100%) of the outstanding
and issued stock of Enfacet, Inc. ("Enfacet"), pursuant to that certain Stock
Purchase Agreement, by and between Vertical and Enfacet, dated as of August 21,
2001 (the "SPA"), we have agreed to the following additional terms:
1. Vertical shall transfer to Enfacet by Monday, August 24, 2001, the
sum of FIVE THOUSAND DOLLARS (US $5,000.00) for its short term cash
flow needs;
2. Next week, after Vertical has received its anticipated interim
financing, Vertical will transfer to Enfacet an additional
TWENTY-FIVE THOUSAND DOLLARS (US $25,000.00) for its short term cash
flow needs;
3. On or after August 20, 2002 (the "Anniversary Date"), Enfacet shall
distribute one-half of the 30,000 shares Vertical Preferred Series C
Stock, received in consideration of the execution of the SPA, to
those Enfacet employees employed by Enfacet on the Anniversary Date
("Initial Employees")who were employed continuously by Enfacet from
the date of execution of the SPA to and through the Anniversary
Date; the remaining 15,000 shares of Vertical Preferred Series C
Stock will be used for additional funding or similar purposes, at a
later date, by EnFacet's current management.
4. Vertical shall issue to the Initial Employees employed with Enfacet
after Ninety days from the execution of the SPA options or warrants
for the total of FIVE MILLION (5,000,000) shares of Vertical's
common stock, at (current market price as on 8/24/01) of $0.0250
(the "Options"). A portion of these shares shall be in the form of
registered/free trading shares. These shall be covered under the
45
standard Vertical leak-out agreement. The Options shall be
distributed to such eligible Initial Employees in accordance with a
plan submitted by you and approved by Vertical.
The SPA shall not otherwise be modified. By executing a copy of this
letter, you hereby indicated you acknowledged and agreement to the terms
outlined herein.
Sincerely,
VERTICAL COMPUTER SYSTEMS, INC.
By: ___________________________
Xxxxxxx Xxxx, President
ACKNOWLEDGED, ACCEPTED AND AGREED:
ENFACET, INC.
By: ______________________________
Xxxx Xxxxxxxxxxxxxx, President
46
