EXHIBIT 10.26
Xxxxxxx
December 1, 2000
Xx. Xxxxxxx X. Xxxxxxxxxxx
Emissions Testing, Inc.
000 Xxxxxx Xxxx
Xxxxxxxx 000, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Re: Letter Agreement Regarding 110,000 Shares of the Common Stock of
Emissions Testing, Inc., a Georgia Corporation (the "Company"),
Owned of Record by Xxxxxxx X. Xxxxxxx ("Xxxxxxx")
Dear Xx. Xxxxxxxxxxx:
As you know, Xxxxxxx is the owner of record of 110,000 shares of the common
stock, no par value per share, of the Company.
The Company has filed a registration statement on Form S-1 (the
"Registration Statement") with the Securities and Exchange Commission (the
"SEC") for the registration of certain shares of the Company's common stock
("Common Stock"), in a public offering (the "Offering") under the Securities Act
of 1933, as amended (the "Act"). Among the shares of Common Stock to be
registered in the Offering are 55,000 shares of Common Stock owned of record by
Xxxxxxx ( the "Registered Shares"). The balance of the shares of Common Stock
owned by Xxxxxxx, I.E., 55,000 shares, will not be registered with the SEC by
the Company in the Offering (the "Restricted Shares").
Inasmuch as Xxxxxxx wishes to induce the Company to continue its efforts in
connection with the Offering, Xxxxxxx hereby agrees with, and represents to, the
Company that Xxxxxxx will not, directly or indirectly, sell, offer to sell,
grant an option for the sale of, assign, transfer, pledge, hypothecate or
otherwise encumber or dispose of in any manner, any of the Registered Shares (or
any interest therein) or any of the Restricted Shares (or any interest therein),
INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULE 144 OR RULE 144A UNDER THE ACT,
from and after the date hereof except as follows: The Company agrees that
Xxxxxxx shall have the right to sell, offer to sell, grant an option for the
sale of, assign, transfer, pledge, hypothecate or otherwise encumber and/or
dispose of in any manner, all or any part of the Registered Shares and all or
any part of the Restricted Shares at any time after the earlier of (I) 12:01 AM
(Atlanta, Georgia time) on October 1, 2001, or (II) the date and time that the
Company has reduced to $250,000 or below
Emissions Testing, Inc.
December 1, 2000
Page 2
the outstanding aggregate principal amount of the Company's indebtedness to GCA
Strategic Investment Fund Limited, a Bermuda corporation ("GCA") (or its
assignees) under the convertible debentures issued and sold (before or after the
date hereof) by the Company pursuant to the terms of that certain Securities
Purchase Agreement dated effective as of June 1, 2000 between the Company and
GCA, as the same may be amended from time to time.
Xxxxxxx agrees and understands that:
(a) Any sale or other transaction involving all or any part of
Registered Shares and all or any part of the Restricted Shares
are, and shall hereafter remain, subject to all applicable
federal and state securities laws and regulations.
(b) The Company may place a legend reflecting this letter and terms
hereofon any certificate evidencing all or any part of the shares
described herein, and may give written notice of this letter, and
the terms hereof, to the Company's transfer agent;
(c) This letter, and the terms hereof, shall be binding upon Xxxxxxx
and the successors and assigns of Xxxxxxx; and
(d) The Company is relying upon the agreements and representations of
Xxxxxxx set forth in this letter in filing the Registration
Statement and amendments thereto and in consummating the
Offering.
The Company agrees that, upon the occurrence of the event described in
clause (II) above, the Company shall give prompt written notice thereof to
Xxxxxxx at the last known address then available to the Company.
The parties hereto agree that this Letter Agreement shall not be amended,
modified or terminated without the prior written consent of GCA, which consent
may be granted or denied in the sole discretion of GCA.
If the foregoing meets with your understanding of our agreement, please so
signify by signing and returning this Letter Agreement to us.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Emissions Testing, Inc.
December 1, 2000
Page 3
Agreed to and accepted as of the
day and year first above written.
EMISSIONS TESTING, INC.
By: /s/ Xxxx Xxxxxxxxxxx
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Name: Xxxx Xxxxxxxxxxx
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Position: President/CEO
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