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EXHIBIT 2.1
AGREEMENT
THIS AGREEMENT, dated as of October 11, 1995, is by and
between Xxxxx Xxxxxxxx, an individual residing at 00 Xxxx Xxxx, Xxxxxxxxx, XX
00000, Xxxxxxx Xxxxxx, an individual residing at 00X Xxxxxxxx Xxxxxx, Xxxxxxxx,
XX 00000, Xxxxxxx Xxxxxxx, an individual residing at 000 Xxxxxxxxx Xxx,
Xxxxxxxxxxx, XX 00000, Xxxxxxx Xxxxxxxxx, an individual residing at 000 Xxxxxxx
Xxx., Xxxxxxxxx, XX 00000, Xxxxxx Xxxxxx, an individual residing at BPO 23899,
X.X. Xxx 0000, Xxxxxxxxxx, XX 00000, and Rutgers University, The State
University of New Jersey, Office of Corporate Liaison and Technology Transfer,
ASB Annex II, Xxxxxx Road, P.O. Box 1179, Piscataway, New Jersey 08855-1179
(collectively, the "Parties").
WHEREAS, each of the Parties is a shareholder in SpeakEZ,
Inc., a New Jersey corporation ("SpeakEZ");
WHEREAS, under the terms of a certain Acquisition Agreement
and Plan of Merger dated as of September 7, 1995 between Tele-Matic Corporation
("Tele-Matic") and SpeakEZ (the "Acquisition Agreement"), SpeakEZ is to be
acquired by Tele-Matic through the merger of Tele-Matic's wholly owned
subsidiary, Tele-Matic Merger Corporation, with and into SpeakEZ;
WHEREAS, under the terms of the Acquisition Agreement the
shareholders of SpeakEZ are to receive (i) shares of Tele-Matic common stock
having a value (based upon the average market value of such stock for the five
business days preceding the closing date) of $2,655,000 ("Tele-Matic Shares"),
(ii) Notes in the amount of $75,000 bearing interest at the rate of 8% per
annum with principal and interest payable on January 3, 1996 (the "Notes"), and
(iii) cash in the amount of $270,000 (items i, ii and iii shall hereinafter be
collectively referred to as the "Consideration");
WHEREAS, Tele-Matic has indicated to the Parties that the
Consideration may be comprised of different amounts of Notes, Tele-Matic Shares
and cash, if the Parties so desire (see Paragraph 3 below); and
WHEREAS, the Parties desire to allocate the Consideration
among themselves in a manner different than a straight pro rata distribution of
the Consideration.
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NOW, THEREFORE, in consideration of the premises, the mutual
covenants herein contained, and other good and valuable consideration, it is
hereby agreed as follows:
1. Percentage in SpeakEZ. Each of the Parties hereby
agrees that the following represents the ownership of all of the shareholders
in SpeakEZ:
Shareholder No. Shares Percent Ownership
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Xxxxxx Xxxxxx 125 shares 5% equity
Xxxxxxx Xxxxxx 125 shares 5% equity
Xxxxx X. Xxxxxxxx 175 shares 7% equity
Xxxxxxx Xxxxxxxxx 250 shares 10% equity
Rutgers University 75 shares 3% equity
Xxxxxxx Xxxxxxx 1750 shares 70% equity
2. Pro Rata Entitlement. Each of the Parties hereby
acknowledges that if the Parties wanted to receive their pro rated portion of
the Consideration granted to them under the terms of the Acquisition Agreement,
the Consideration would be distributed as follows:
No. Tele-Matic
Shareholder Shares* Note Amount Cash
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Xxxxxx Xxxxxx 9,681 $ 3,750 $ 13,500
Xxxxxxx Xxxxxx 9,681 $ 3,750 $ 13,500
Xxxxx X. Xxxxxxxx 13,553 $ 5,250 $ 18,900
Xxxxxxx Xxxxxxxxx 19,362 $ 7,500 $ 27,000
Rutgers University 5,809 $ 2,250 $ 8,100
Xxxxxxx Xxxxxxx 135,533 $ 52,500 $189,000
* Based on $13.7125 per Tele-Matic share; $13.7125 being the average
closing price for such shares for the five (5) days immediately
preceding the closing as provided in the Acquisition Agreement.
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3. Agreed Entitlement. Each of the Parties hereby agrees
that he or it shall receive the following distribution of the Consideration for
the shares of stock in SpeakEZ set forth in Paragraph 1 (the "Agreed
Entitlement"):
No. Tele-Matic
Shareholder Shares* Note Amount Cash
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Xxxxxx Xxxxxx 9,845 $ 0 $ 15,000
Xxxxxxx Xxxxxx 7,293 $ 0 $ 50,000
Xxxxx X. Xxxxxxxx 13,491 $ 0 $ 25,000
Xxxxxxx Xxxxxxxxx 10,939 $ 85,000 $ 65,000
Rutgers University 0 $ 0 $ 90,000
Xxxxxxx Xxxxxxx 153,145 $ 0 $ 0
* Based on $13.7125 per Tele-Matic share; $13.7125 being the average
closing price for such shares for the five (5) days immediately
preceding the closing as provided in the Acquisition Agreement.
4. Waiver of All Other Consideration. Each of the
Parties hereby agrees that upon the execution of this Agreement, said Party
shall have all right, title and interest in, and own in absolute, the Agreed
Entitlement set forth opposite said Party's name in Paragraph 3 of this
Agreement to have and to hold forever and said Party waives and relinquishes
any and all claim, right or title forever to any other portion of the
Consideration offered under the Acquisition Agreement, including without
limitation any Consideration that would have been received by said Party in a
distribution as set forth in Paragraph 2.
5. Notice. Whenever under the provisions of this
Agreement notice is required to be given, it shall be in writing and shall be
deemed given when either served personally or mailed, postage prepaid, by
registered or certified mail, return receipt requested, addressed to the
Parties at their addresses as set forth above, or to such other address as the
Parties shall give written notice to the others from time to time in accordance
with this Paragraph.
6. Consent to Jurisdiction. Each of the Parties hereby
consents to accept service by certified mail at the address set forth at the
beginning of this Agreement, or at the address each such Party may so designate
pursuant to notice under Paragraph 5, in any action or proceeding against a
Party arising out of or in connection with this Agreement. Each Party hereby
consents that any action or proceeding against him or it be commenced and
maintained in any court within the State of New Jersey or in the United States
District of New Jersey by service of process on him or it as permitted
hereunder; and each Party consents that the courts of the State of New Jersey
and the United States District Court for the District of New Jersey
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shall have jurisdiction with respect to the subject matter hereof and consents
to the venue of such courts.
7. Amendments. This Agreement may not be amended or
supplemented at any time unless by a writing executed by the Parties hereto,
and all such amendments and supplements shall, except as otherwise provided
hereinafter, be binding upon all other persons interested herein. No amendment,
supplement or termination of this Agreement shall affect or impair any rights
or obligations which have heretofore matured hereunder.
8. Pronouns. All references made and pronouns used herein
shall be construed in the singular or plural and in such gender as the sense
and circumstances require.
9. Severability. If any provision of this Agreement
shall be declared invalid or illegal for any reason whatsoever, then
notwithstanding such invalidity or illegality, the remaining terms and
provisions of the within Agreement shall remain in full force and effect in
the same manner as if the invalid or illegal provision had not been contained
herein.
10. Assignment. This Agreement shall be binding upon and
shall inure to the benefit of the Parties hereto, and to their respective
heirs, executors, administrators, successors and assigns, and shall be binding
upon any person to whom the Agreed Entitlement is transferred in violation of
the provisions of this Agreement, and the heirs, executors, administrators,
successors or assigns of such person.
11. Termination. This Agreement shall terminate upon the
written consent of the Parties hereto.
12. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of New Jersey.
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IN WITNESS WHEREOF, the Parties hereto have hereunto placed
their signatures, or caused these presents to be properly executed by their
duly authorized corporate officers, as of the day and year first above written.
/s/ XXXXXX XXXXXX
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Xxxxxx Xxxxxx
/s/ XXXXXXX XXXXXX
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Xxxxxxx Xxxxxx
/s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
/s/ XXXXXXX X. XXXXXXXXX
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Xxxxxxx Xxxxxxxxx
/s/ XXXXXXX XXXXXXX
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Xxxxxxx Xxxxxxx
RUTGERS UNIVERSITY
By:
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Name:
Title:
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