AGREEMENT
---------
AGREEMENT, dated as of January 31, 2003 (this "AGREEMENT"), by and among
PCS Research Technology, Inc. (f/k/a DirectPlacement, Inc.), a Delaware
corporation ("PARENT"), PCS Securities, Inc., a Washington corporation and
wholly-owned subsidiary of Parent ("PCS"), Xxxxxxx X. Xxxxxx, an individual
residing at 0000 00xx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000 ("XXXXXX"), Xxxxxxx X.
Xxxx, III, an individual residing at 000 Xxxxxx Xxxxx Xxxx, Xxxxxxxx Xxxxx, Xxx
Xxxxxx 00000 ("HILL"), Xxxxx X. Xxxxxxxxxx, an individual residing at 000 Xxxxxx
Xxxxxx, Xx Xxxxx, Xxxxxxxxxx 00000 ("XXXXXXXXXX"), and (solely with respect to
Sections 3(vi) and 10 through 22 hereof) Institutional Research Services, Inc.,
a New York corporation ("IRS"). Each of Parent, PCS, Pruitt, Hill, Xxxxxxxxxx
and IRS shall be referred to as a "PARTY" and collectively as the "PARTIES".
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, pursuant to an Agreement and Plan of Merger dated as of December
14, 2001 (as amended, the "MERGER AGREEMENT"), by and among Parent, PCS Merger
Corp., a Washington corporation and wholly-owned subsidiary of Parent ("MERGER
SUB"), PCS, Xxxxxx and Hill, Parent and Merger Sub effected a business
combination (the "MERGER") on December 21, 2001 (the "EFFECTIVE DATE") by means
of the merger of Merger Sub with and into PCS;
WHEREAS, in connection with the Merger and on the Effective Date each of
Xxxxxx and Xxxx, among other things, (i) were issued shares in Parent
(collectively, the "PARENT SHARES"), (ii) entered into certain agreements with
Parent relating primarily to representation on its Board of Directors, voting
rights and registration rights, and (iii) entered into certain agreements to
provide services to Parent (with respect to Xxxxxx, the "EMPLOYMENT AGREEMENT"
and with respect to Hill, the "CONSULTING AGREEMENT");
WHEREAS, in connection with the Merger, certain individuals were issued
options (the "OPTIONS") by Xxxxxx and Xxxx to acquire shares of common stock,
par value $.0001 per share, of Parent;
WHEREAS, in connection with the Merger and on the Effective Date, Parent
entered into the New Line of Credit (as defined in the Merger Agreement) with
Bear, Xxxxxxx Securities Corp. ("BEAR XXXXXXX");
WHEREAS, PCS has operated under the name "PCS Securities" (the "XXXX"); and
WHEREAS, the Parties desire to modify certain of the rights and obligations
set forth in the agreements referenced in the foregoing preamble paragraphs.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
1. DEFINED TERMS.
(a) Any and all initially capitalized terms used herein shall have the
meanings ascribed thereto in the Merger Agreement, unless specifically defined
herein.
(b) Unless the context of this Agreement clearly requires otherwise,
references to the plural include the singular and to the singular include the
plural, the part includes the whole, the term "including" is not limiting, and
the term "or" has, except where otherwise indicated, the inclusive meaning
represented by the phrase "and/or." The words "hereof," "herein," "hereby,"
"hereunder," and other similar terms in this Agreement refer to this Agreement
as a whole and not exclusively to any particular provision of this Agreement.
Article, section, subsection, exhibits and schedule references are to this
Agreement unless otherwise specified. All of the exhibits or schedules attached
to this Agreement shall be deemed incorporated herein by reference.
2. PARENT SHARES; RESIGNATIONS.
(a) Each of Xxxxxx and Xxxx are simultaneously herewith delivering their
respective certificates representing the Parent Shares, duly endorsed in blank
or with duly executed stock powers attached, in proper form for transfer. Xxxxxx
and Xxxx hereby represent to Parent that each of such party's respective Parent
Shares is free and clear of any Lien or other encumbrance with respect thereto
(other than any such Lien or other encumbrance arising from the Merger Agreement
or any ancillary agreement executed in connection with the Merger).
(b) The Company shall simultaneously (x) with respect to Xxxxxx, cancel
5,255,000 Parent Shares and deliver to Xxxxxx a certificate representing 100,000
Parent Shares and (y) with respect to Hill, cancel 5,045,000 Parent Shares and
deliver to Hill a certificate representing 100,000 Parent Shares.
(c) The Parties hereby acknowledge that each of Xxxxxx, Xxxx and Xxxxxx
Xxxxx has tendered his/her resignation as a director on Parent's Board of
Directors and all Committees thereof effective immediately.
3. RELEASES. To the extent a party thereto, each Party terminates the
following agreements, as of the date hereof (except for (x) the Employment
Agreement (as hereinafter defined) and the Consulting Agreement (as hereinafter
defined), each of which were terminated as of December 31, 2002, and (y) the
Research Services Agreement (as defined), which was terminated as of December
21, 2002), and releases, on behalf of itself and its Affiliates, any and all
claims that it may have now, or would hereafter have, against each other party
thereto or any Affiliates of such party arising out of or relating to such
agreement, pursuant to a separate Release (collectively, the "RELEASES"), the
form of which is attached hereto as Exhibit A:
(i) Article XII of the Merger Agreement;
(ii) The Registration Rights Agreement, dated as of the
Effective Date, by and among Parent, on the one
hand and on the other hand, Xxxxxx and Hill;
(iii) The Voting Agreement, dated the Effective Date, by
and among Parent, Pruitt, Hill, Xxxxxxxxxx and
Midori USA Corporation;
(iv) The Employment Agreement, dated as of the Effective
Date, by and between Parent and Xxxxxx;
(v) The Consulting Agreement, dated as of the Effective
Date, by and between Parent and Hill;
(vi) The Research Services Agreement, dated as of the
Effective Date, by and between PCS and IRS;
(vii) The Contribution Agreement, dated as of the Effective
Date, by and among Hill, Xxxxxx and Xxxxxxxxxx; and
(viii) That certain letter agreement, dated December 24,
2001, by and between Parent and IRS, regarding
"Engagement of Consultants"; PROVIDED; HOWEVER, that
concurrent with the execution of this Agreement, Parent
shall issue options to purchase its common stock as set
forth in Schedule 3 hereto.
4. ASSIGNMENT OF NAME AND OTHER MATTERS.
(a) Pursuant to Exhibit B hereto (the "TRADEMARK ASSIGNMENT AND
LICENSE-BACK AGREEMENT"), (i) PCS and Parent have agreed to assign and transfer
the Xxxx and the Trademarks (as defined in the Trademark Assignment and
License-Back Agreement) to Xxxxxx and Xxxx, and (ii) Xxxxxx and Hill have agreed
to license to Parent and PCS, subject to the terms and conditions set forth in
the Trademark Assignment and License-Back Agreement, the names "PCS" and "PCS
Securities". PCS hereby covenants and agrees to request in writing by no later
than the Repayment Event (as defined below) that the National Association of
Securities Dealers, Inc. release the name "PCS Securities" from its Central
Registration Depository.
(b) Parent and PCS also agree to provide to Xxxxxx and Xxxx a copy of
PCS's customer lists and accompanying research provider relationships.
5. CERTAIN STOCK OPTIONS. Schedule 5 hereto sets forth a list of Options
issued to certain Persons by Xxxxxx and Hill. As of the date hereof, each Option
is hereby cancelled and retired and shall cease to exist, and each holder of a
certificate representing any Option shall cease to have any rights with respect
thereto. No later than four weeks following the date hereof, Xxxxxx and Xxxx
shall deliver to Parent a consent and acknowledgement signed by each holder of
such Options as to the cancellation of such holder's Options, in form and
substance reasonably satisfactory to Parent.
6. CERTAIN PAYMENTS. In partial consideration for Parent's ongoing
obligations under the arrangement described in Section 9 hereof, each of Xxxxxx
and Hill agree, severally and not jointly, to make four cash payments (each, a
"PAYMENT") to Parent equal to an aggregate of $62,500 per Payment (for a total
of $250,000). A Payment shall be made on each of July 31, 2003; January 31,
2004; July 31, 2004; and January 31, 2005 (each, a "PAYMENT DATE"). Each Payment
shall be made by wire transfer to an account designated by Parent in writing to
Xxxxxx and Xxxx for such purposes. Notwithstanding the foregoing, no Payment
shall be due and payable on any Payment Date if any of the following events has
occurred: (i) any merger, consolidation, share exchange, recapitalization,
equity placement, business combination, or other similar transaction involving
Parent; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition of all or substantially all of Parent's assets in a single
transaction or series of transactions; (iii) any tender offer or exchange offer
for 10% or more of the outstanding shares of capital stock of Parent, or the
filing of a registration statement under the Securities Act of 1933, as amended
(or under comparable securities laws in foreign jurisdictions), in connection
therewith; (iv) any Person or group (as defined under Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) becomes the beneficial owner (as
defined in such Rule), directly or indirectly, of more shares of Parent's common
stock than is then beneficially owned, directly or indirectly, by Xxxxxxxxxx;
(v) such time as Xxxxxxxxxx no longer serves (either in title or in
responsibility) as Parent's chief executive officer; (vi) Parent shall be
generally not paying its debts as such debts become due, or shall admit in
writing its inability to pay its debts generally, or shall make a general
assignment for the benefit of creditors; or any proceeding shall be instituted
by or against Parent seeking to adjudicate it a bankrupt or insolvent, or
seeking dissolution, liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the entry of an order for relief or the appointment of a receiver,
trustee, custodian or other similar official for Parent or for any substantial
part of its property; or Parent shall take any action to authorize or effect any
of the actions set forth above in this clause (vi); (vii) Parent is unable to
provide full services of its obligations referred to in Section 9 hereof to the
satisfaction of Xxxxxx and Hill; or (viii) any public announcement of a
proposal, plan or intention to do any of the foregoing or any agreement to
engage in any of the foregoing.
7. CREDIT LINE.
(a) Simultaneously herewith, Parent shall provide written notice to Bear
Xxxxxxx directing Bear Xxxxxxx to immediately (i) release Parent's $500,000 cash
collateral (the "DEPOSIT") in connection with the New Line of Credit and (ii)
use all of such funds to pay down in part the New Line of Credit. Promptly
following the repayment of the New Line of Credit so that the outstanding
principal amount is equal to or less than $1,500,000, Xxxxxx and Xxxx shall
deliver to Xxxxxxxxxx any and all written evidence provided by Bear Xxxxxxx that
Bear Xxxxxxx has (x) released Xxxxxxxxxx from all of his obligations under that
certain Guaranty dated December 14, 2002 executed by Xxxxxxxxxx
in favor of Bear Xxxxxxx and (y) terminated such Guaranty, effective upon the
release of the Deposit to Bear Xxxxxxx.
(b) As of January 15, 2003 and after giving effect to the actions
specified in the preceding paragraph (a), the Parties acknowledge that amounts
outstanding under the New Line of Credit equal approximately $2.1 million.
(c) Until the Repayment Event, (i) all funds received by PCS through
Bear Xxxxxxx and all other commission-based business that clears through Bear
Xxxxxxx shall be used to make payments in respect of the New Line of Credit and
(ii) each of Parent and PCS agrees not to draw down any funds or in any way take
any action that increases the amount owed under the New Line of Credit. Provided
that the amount owing under the New Line of Credit is not increased, directly or
indirectly, by Parent, if there is any outstanding indebtedness under the New
Line of Credit on June 27, 2003, Xxxxxx and Xxxx jointly and severally agree to
deliver payment to Bear Xxxxxxx in immediately available funds in an amount
sufficient to repay all such indebtedness by no later than June 30, 2003.
(d) At such time as the Repayment Event occurs, Parent and PCS shall
immediately terminate their clearing agency relationship with Bear Xxxxxxx.
8. FURTHER ASSURANCES.
(a) Each of Xxxxxx and Hill shall, as reasonably requested by Parent,
reasonably assist Parent and its independent accountants in connection with the
preparation of financial statements for PCS and/or Parent for the fiscal years
ending December 31, 2002 and 2003 and any quarterly period included therein.
Further, Xxxxxx shall make reasonably available all books and records of PCS in
her possession in connection with the preparation by Parent and/or PCS of such
financial statements.
(b) In addition to the foregoing each Party shall execute such documents
and other papers and take such other actions as may be reasonably required or
desirable to carry out the provisions hereof and the transactions contemplated
hereby. To the extent any Party is an entity, in case at any time after the date
hereof any further action is necessary or desirable to carry out the purposes of
this Agreement, the proper officers and/or directors of such Party shall take
all such necessary action.
9. CERTAIN POST-CLOSING ARRANGEMENTS.
(a) Until the earlier of (i) the date on which there is no amount
outstanding under the New Line of Credit (the "REPAYMENT EVENT"), or (ii) June
30, 2003, Xxxxxx and Hill shall have full management control over the day to day
operations of PCS; provided however, that each of Xxxxxx and Xxxx agrees (x) to
cause PCS to pay (i) any expenses or obligations of PCS incurred by Xxxxxx or
Hill during such period and (ii) PCS's customer credit balances as they relate
to research provider payments (the "CUSTOMER CREDITS"), and (y) to provide
information regarding PCS, as and when reasonably requested by Parent, in order
for Parent to properly document and account for the operations and activities of
PCS. Such information shall include, but not be limited to, amounts collected by
Bear Xxxxxxx and used to make payments in respect of the New Line of Credit,
amounts received directly by PCS resulting from collections of customer balances
and payments by PCS of research obligations and other accounts payable. Neither
Xxxxxx nor Hill shall receive any compensation for any services provided
hereunder. If there are any unpaid Customer Credits as of June 30, 2003, Xxxxxx
and Xxxx jointly and severally agree to, directly or indirectly, deliver payment
to the relevant customer in respect of such amounts or assume responsibility
therefor as of June 30, 2003.
(b) Parent agrees to provide a non-exclusive license to use its
InterLeads software to Xxxxxx and Hill or their designee, and shall host and
maintain the database, email and website functions of such designee, for the
two-year period ending on the second anniversary of the date hereof, subject to
the terms and conditions set forth in the License Agreement attached hereto as
Exhibit C (the "LICENSE AGREEMENT").
(c) Parent hereby covenants and agrees to use a designee of Xxxxxx and
Xxxx as Parent's preferred soft dollar broker. In exchange for Parent directing
a minimum $750,000 in stated cash price of annual research orders to such soft
dollar broker, Parent shall receive a bonus equal to 10% of such stated cash
price of all orders in that calendar year, payable on or before [December 31].
10. REPRESENTATIONS AND WARRANTIES. Each Party represents and warrants to
each other Party and to their respective successors and assigns that:
(a) such Party has (x) if an individual, the legal capacity and right
and (y) if a corporation, all corporate power and authority to execute, deliver
and perform this Agreement, and the execution, delivery and performance by each
Party of this Agreement (i) if a corporation, do not violate any provision of
such Party's Certificate of Incorporation or By Laws, (ii) do not and will not
contravene any law or any contractual restriction binding on or affecting such
Party or any of its, his or her properties, (iii) do not and will not result in
or require the creation of any Lien upon or with respect to any of such Party's
properties, and (iv) do not violate any order, judgment, injunction, award or
decree of any applicable Governmental Entity; and
(b) this Agreement constitutes the legal, valid and binding agreement of
such Party, enforceable against such Party in accordance with its terms, except
as enforcement thereof may be affected by: (i) bankruptcy, insolvency,
reorganization, or other similar laws affecting enforcement of creditors' rights
generally; (ii) general principles of equity (regardless of whether enforcement
is considered in a proceeding in equity or at law) and (iii) the fact that
rights to contribution thereunder may be limited by federal or state securities
laws.
11. NO WAIVERS; REMEDIES. No failure or delay by any Party in exercising
any right, power, or privilege hereunder shall operate as a waiver thereof nor
shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power, or privilege. The
rights and remedies herein provided shall be cumulative and non-exclusive of any
rights or remedies provided by law. This Agreement shall not limit any right
that any Party may have against any other person that is not a Party.
12. AMENDMENTS. Any provision of this Agreement may be amended or waived
if, but only if, such amendment or waiver is in writing and is signed by the
Parties to such provision.
13. SUCCESSORS AND ASSIGNS; NO THIRD PARTY BENEFICIARIES. The provisions of
this Agreement shall be binding upon and inure to the benefit of the Parties and
their respective successors and assigns. No Person (other than the Parties and
any such successor or assign) has been given or shall be deemed to have been
given any rights as a third party beneficiary hereunder.
14. NOTICES, ETC. All notices and other communications provided for
hereunder shall be in writing and shall be mailed (by certified mail, postage
prepaid and return receipt requested), telecopied or delivered, (x) if to
Parent, PCS, Xxxxxx or Hill, to it at its address specified in the Merger
Agreement, (y) if to Xxxxxxxxxx, to him at 000 Xxxxxx Xxxxxx, Xx Xxxxx,
Xxxxxxxxxx 00000, or (z) at such other address as shall be designated by such
Party to the other Parties in a written notice complying as to delivery with the
terms of this Section 14. All such notices and other communications shall be
effective (i) if sent by certified mail, return receipt requested, when received
or three (3) Business Days after mailing, whichever first occurs, (ii) if
telecopied, when transmitted and confirmation is received, provided same is on a
Business Day and, if not, on the next Business Day, or (iii) if delivered, upon
delivery, provided same is on a Business Day and, if not, on the next Business
Day.
15. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE
BROUGHT IN XXX XXXXXX XX XXX XXXXX XX XXX XXXX IN THE COUNTY OF NEW YORK OR OF
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREBY IRREVOCABLY ACCEPTS
IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF
THE AFORESAID COURTS. EACH PARTY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS AND IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS FOR NOTICES AS SET FORTH IN
SECTION 14 HEREOF, SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH
MAILING. EACH PARTY HEREBY IRREVOCABLY APPOINTS THE SECRETARY OF STATE OF THE
STATE OF NEW YORK AS ITS AGENT FOR SERVICE OF PROCESS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING. EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE
TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY
SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY PARTY HAS OR HEREAFTER
MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL
PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, SUCH PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS AGREEMENT.
16. WAIVER OF JURY TRIAL. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY OF
ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING UNDER OR WITH RESPECT TO THIS
AGREEMENT, AND AGREES THAT ANY SUCH ACTION, PROCEEDING OR COUNTERCLAIM SHALL BE
TRIED BEFORE A COURT AND NOT BEFORE A JURY.
17. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAW PRINCIPLES.
18. DISPUTES AND ARBITRATION. The following procedures shall be used to
resolve any controversy or claim ("DISPUTE") as provided in this Agreement. If
any of these provisions are determined to be invalid or unenforceable, the
remaining provisions shall remain in effect and be binding on the Parties to the
fullest extent permitted by law.
(a) Mediation.
(i) A dispute shall be submitted to mediation by written
notice to the other Party or Parties. In the mediation
process, the Parties will try to resolve their
differences voluntarily with the aid of an impartial
mediator, who will attempt to facilitate negotiations.
The mediator will be selected by agreement of the
Parties. If the Parties cannot agree on a mediator, a
mediator shall be designated by the American
Arbitration Association ("AAA") or JAMS/Endispute at
the request of a Party. Any mediator so designated must
be acceptable to all Parties.
(ii) The mediation will be conducted as specified by the
mediator and agreed upon by the Parties. The Parties
agree to discuss their differences in good faith and to
attempt, with the assistance of the mediator, to reach
an amicable resolution of the dispute.
(iii) The mediation will be treated as a settlement
discussion and therefore will be confidential. The
mediator may not testify for any Party in any later
proceedings relating to the dispute. No recording
or transcript shall be made of the mediation
proceedings.
(iv) Each Party will bear its own costs in the mediation.
The fees and expenses of the mediator will be shared
equally by Parent, PCS and Xxxxxxxxxx, on the one hand,
and Xxxxxx and Xxxx, on the other hand.
(b) Arbitration.
(i) If a dispute has not been resolved within 90 days after
the written notice beginning the mediation process (or
a longer period, if the Parties agree to extend the
mediation), the mediation shall terminate and the
dispute will be settled by arbitration. The arbitration
will be conducted in the County and City of New York in
accordance with the procedures in this Agreement and
the Arbitration Rules for Commercial Disputes of the
AAA as in effect on the date hereof ("AAA RULES"). In
the event of a conflict, the provisions of this
Agreement will control.
(ii) The arbitration will be conducted before a panel of
three arbitrators, regardless of the size of the
dispute, one of whom will be selected jointly by Pruitt
and Hill, one of whom will be selected jointly by
Parent and PCS and one of whom will be agreed upon by
the two previously selected arbitrators and otherwise
to be selected as provided in the AAA Rules. Any issue
concerning the extent to which any dispute is subject
to arbitration, or concerning the applicability,
interpretation or enforceability of these procedures,
including any contention that all or part of these
procedures are invalid and unenforceable, shall be
governed by the Federal Arbitration Act and resolved by
the arbitrators. No potential arbitrator may serve on
the panel unless he or she has agreed in writing to
abide and be bound by these procedures.
(iii) All aspects of the arbitration shall be treated as
confidential. Neither the Parties nor the arbitrators
may disclose the existence, content or results of the
arbitration, except as necessary to comply with legal
or regulatory requirements. Before making any such
disclosure, a Party shall give written notice to all
other Parties and shall afford such Parties a
reasonable opportunity to protect their interests.
(iv) The result of the arbitration will be binding on the
Parties, and judgment on the arbitrators' award may be
entered by any Party in any court having jurisdiction,
including the State and/or Federal Courts located in
the City of New York.
(v) Additionally, any Party may seek injunctive relief from
any Court of competent jurisdiction in the City of New
York. In the event that any Party has to seek
injunctive relief or any provisional remedy, the
Parties to this Agreement consent to jurisdiction in
the Federal and/or State Courts located in the City of
New York.
19. EXPENSES. Each Party shall bear its respective expenses incurred in
connection with the preparation, negotiation and execution of this Agreement.
20. ENTIRE AGREEMENT. This Agreement, the Releases, the Trademark
Assignment and License-Back Agreement, the License Agreement and the agreements
referred to herein represent the entire agreement of the Parties with respect to
the subject matter hereof, and there are no promises, undertakings,
representations or warranties by any Party relative to the subject matter hereof
not expressly set forth or referred to herein or therein.
21. HEADINGS. Headings used in this Agreement are for convenience of
reference only and shall neither constitute a part of this Agreement for any
other purpose nor affect the construction of this Agreement.
22. COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each of which shall constitute an original, and all of which,
taken together, shall constitute one agreement with the same effect as if the
signatures thereto and hereto were upon the same instrument. This Agreement
shall become effective when a counterpart hereof shall have been signed by all
the Parties hereto.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.
PCS RESEARCH TECHNOLOGY, INC.
By: /s/ Xxxxx X. Xxxxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: President
PCS SECURITIES, INC.
By: /s/ Xxxxx X. Xxxxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Chairman
/s/ XXXXXXX X. XXXXXX
--------------------------------
XXXXXXX X. XXXXXX
/s/ XXXXXXX X. XXXX, III
--------------------------------
XXXXXXX X. XXXX, III
/s/ XXXXX X. XXXXXXXXXX
--------------------------------
XXXXX X. XXXXXXXXXX
(solely with respect to Sections
3(vi) and 10 through 22 hereof): INSTITUTIONAL RESEARCH SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxx, III
--------------------------------------
Name: Xxxxxxx X. Xxxx, III
Title: Chairman
EXHIBIT A
Form of Release
EXHIBIT B
Trademark Assignment and License-Back Agreement
EXHIBIT C
License Agreement
