Exhibit 10.11
SHARE REPURCHASE AGREEMENT
This Share Repurchase Agreement ("Agreement") is made and entered into
this 17th day of May, 2004, by and among RECALL TOTAL INFORMATION MANAGEMENT,
INC., a Delaware corporation ("Seller"), and XXXXXX SOFTWARE, INC., an Ohio
corporation (the "Company").
RECITAL:
(A) Seller is the record and beneficial owner of 2,824,225 Common
Shares, without par value, of the Company (the "Shares") and desires to sell to
the Company, and the Company desires to repurchase and redeem from Seller, a
portion of the Shares (as more specifically defined herein, the "Repurchase
Shares") under and pursuant to the terms of this Agreement.
(B) In order to induce the Company to repurchase and redeem the
Repurchase Shares, Seller is willing to agree to enter into a lock-up agreement
(the "Lock-up Agreement"), in the form attached hereto as Exhibit A, with the
several underwriters that the Company may enter into an Underwriting Agreement
with in connection with an underwritten initial public offering of Common Shares
of the Company (the "IPO"), under which Seller will agree to certain
restrictions on its rights to sell or otherwise transfer or dispose of the
Shares (the "Retained Shares") that are not repurchased by the Company under
this Agreement.
(C) In order to induce the Company to repurchase and redeem the
Repurchase Shares, Seller is willing to grant certain waivers and amendments in
connection with its rights under: (1) the Shareholders' Agreement, dated January
31, 2001 (the "Shareholders' Agreement"), among the Company, Seller and certain
other shareholders of the Company; and (2) the Registration Rights Agreement,
dated January 31, 2001 (the "Registration Rights Agreement"), between the
Company and Seller with respect to the Shares.
(D) In order to induce the Company to repurchase and redeem the
Repurchase Shares, Seller is willing to cause its representative Director, Xx.
Xxxx Xxxxx, to resign as a member of the Company's board of directors.
(E) In order to facilitate the transactions contemplated by this
Agreement, the Company and the Seller propose to enter into an Escrow Agreement
with National City Bank, Cleveland, Ohio (the "Escrow Agent") in the form
attached as Exhibit B hereto (the "Escrow Agreement").
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller represents and warrants to
the Company that:
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(a) Because Seller is and has been since January 31, 2001 a shareholder
of the Company, because its representative, Xx. Xxxx Xxxxx, is and has been a
Director of the Company since March 30, 2001, and based upon its review of
various documents delivered to it by the Company from time to time, including
but not limited to various drafts of the registration statement on form S-1 that
the Company proposes to file with the Securities and Exchange Commission in
connection with the IPO (the "Registration Statement"), Seller has had access to
such information concerning the Company, its business and financial condition
and its prospects as Seller has determined to be relevant to its decision to
sell the Repurchase Shares and to enter into the Lock-up Agreement, including
but not limited to any and all information that Seller has requested from the
Company, thereby enabling Seller to make informed investment decisions with
respect to the sale of the Repurchase Shares to the Company and entering into
the Lock-up Agreement for the Retained Shares.
(b) Seller is the record and beneficial owner of 2,824,225 Shares, free
and clear of any restrictions and adverse claims of any nature whatsoever
(except restrictions under applicable federal and state securities laws and
restrictions under the Shareholders' Agreement) and neither the Seller nor any
of its affiliates owns, of record or beneficially, any other Shares, or any
options, warrants or other securities or rights exercisable for or convertible
into Shares. Seller has the sole power to dispose of the Repurchase Shares and
will sell and transfer good and marketable title to the Repurchase Shares to the
Company free and clear of any restrictions and adverse claims of any nature
whatsoever.
(c) Seller is duly organized, validly existing and in good standing
under the laws of the State of Delaware. Seller has all requisite corporate
power and authority to enter into and perform and fulfill all of its obligations
under this Agreement and the other agreements referenced in this Agreement and
to be executed by Seller as a part of the transactions described herein
(collectively the "Transaction Agreements").
(d) The execution, delivery and performance by Seller of each of the
Transaction Agreements have been duly and validly authorized by all requisite
action on the part of Seller. This Agreement constitutes, and when executed and
delivered by Seller the other Transaction Agreements will constitute, valid and
legally binding obligations of Seller, enforceable against Seller in accordance
with their terms. The execution, delivery and performance of the Transaction
Agreements and the consummation by Seller of the transactions contemplated
hereby or thereby will not: (1) result in any violation or default of (A) the
Certificate of Incorporation or Bylaws of Seller, (B) any instrument, judgment,
order; writ or decree to which Seller is a party or by which it is bound, (C)
any provision of foreign, federal or state statute, rule or regulation
applicable to Seller, or (D) any provisions of any contract or agreement to
which Seller is a party or by which it is bound; (2) be in conflict with or
constitute, with or without the passage of time and giving of notice, a default
under any such instrument, judgment, order, writ, decree or contract; or (3)
result in the creation of any lien, charge or encumbrance upon any of the
Repurchase Shares. No consent, approval, order or authorization of, or
registration, qualification, designation, declaration or filing with, any
foreign, federal, state or local governmental authority on the part of Seller is
required in connection with the execution, delivery and performance of each
Transaction Agreement by Seller or the consummation of the transactions
contemplated by this Agreement.
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2. THE COMPANY'S REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to Seller that:
(a) The Company is solvent within the meaning of Section 1701.35(B) of
the Ohio General Corporation Law (the "Ohio Law") and will not be rendered
insolvent by its performance of this Agreement and consummation of the
transactions contemplated hereby; and that the Company has sufficient surplus,
within the meaning of the Ohio Law, so as to permit the Company to perform this
Agreement and consummate the transactions contemplated hereby, including but not
limited to the payment in full of the Repurchase Price (as hereinafter defined).
(b) The Company is duly organized, validly existing and in good standing
under the laws of the State of Ohio. The Company has all requisite corporate
power and authority to enter into and perform and fulfill all of its obligations
under this Agreement.
(c) The execution, delivery and performance by the Company of this
Agreement have been duly and validly authorized by all requisite action on the
part of the Company. This Agreement constitutes the valid and legally binding
obligations of the Company, enforceable against the Company in accordance with
its terms. The execution, delivery and performance of this Agreement and the
consummation by the Company of the transactions contemplated hereby will not:
(1) result in any violation or default of (A) the Articles of Incorporation or
Code of Regulations of the Company, (B) any instrument, judgment, order, writ or
decree to which the Company is a party or by which it is bound, (C) any
provision of foreign, federal or state statute, rule or regulation applicable to
the Company, or (D) any provisions of any contract or agreement to which the
Company is a party or by which it is bound; or (2) be in conflict with or
constitute, with or without the passage of time and giving of notice, a default
under any such instrument, judgment, order, writ, decree or contract. Except
such as may be required under the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, applicable state securities or blue
sky laws, and the rules of the National Association of Securities Dealers in
connection with the IPO, no consent, approval, order or authorization of, or
registration, qualification, designation, declaration or filing with, any
foreign, federal, state or local governmental authority on the part of the
Company is required in connection with the execution, delivery and performance
of this Agreement by the Company or the consummation of the transactions
contemplated by this Agreement.
3. CERTAIN COVENANTS; WAIVERS AND AMENDMENTS OF AGREEMENTS.
(a) Execution and Delivery of Other Documents at Signing. Simultaneously
with its execution and delivery of this Agreement, Seller will:
(1) execute and deliver the Lock-up Agreement to the Company;
(2) execute and deliver the Escrow Agreement to the Company and
the Escrow Agent; and
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(3) Deliver the executed resignation of Xx. Xxxx Xxxxx as a
director of the Company (including as a member of any committees of the
Company's Board of Directors).
(b) Deposit of Repurchase Shares Transfer Documents. Simultaneously with
the execution and delivery of this Agreement by the parties, or as promptly as
practicable thereafter, Seller shall deposit in escrow with the Escrow Agent,
the share certificate evidencing the Shares, together with a duly endorsed blank
stock power, with signature guaranteed by a bank, securities brokerage of other
financial institution that is a participant in the Securities Transfer Agents
Medallion Program or the New York Stock Exchange Medallion Signature Program
(collectively, the "Repurchase Shares Transfer Documents").
(c) Standstill. From the date hereof until the later date (the
"Termination Date") of (1) the date of expiration or other termination in
accordance with its terms of the Lock-up Agreement, or (2) the date of any
termination of this Agreement in accordance with Section 7, without the prior
written consent of the Company, in its sole and absolute discretion, Seller, and
any corporation, partnership, association, trust or other entity or organization
controlling, controlled by or under common control with Seller, or any officer
of any of the foregoing (collectively, "Affiliates"), will not, directly or
indirectly, acquire any Common Shares of the Company; provided, however, that
Seller may acquire at any time during the period of this Section 3(c) Common
Shares, or securities convertible or exchangeable for, or rights, options or
warrants exercisable for, Common Shares, which are distributed by the Company
(as a dividend or otherwise), pro rata to the holders of its outstanding
Common Shares generally.
(d) Waivers and Amendment of the Shareholder's Agreement. With respect
to the Shareholders' Agreement, effective immediately upon the execution and
delivery of this Agreement by the parties:
(1) Seller waives, and agrees that it shall not exercise in any
manner, any and all rights that it has under Section 2 of the
Shareholders' Agreement, including but not limited to the rights to
designate a nominee for election as a director of the Company and to
reasonably approve any candidate that the other shareholders of the
Company may nominate to be an "independent" director of the Company;
(2) Seller waives, and agrees that it shall not exercise in any
manner, any and all rights that it has under Section 5.2, Section
5.3(b)(2), Section 5.5 and Section 5.6 of the Shareholders' Agreement in
connection with any transfers or proposed transfers of any Common Shares
of the Company;
(3) Seller waives, and agrees that it shall not exercise in any
manner, any and all rights that it has under Section 5.7(a) of the
Shareholders' Agreement in connection with the issuance of Common Shares
by the Company in the IPO; and
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(4) Seller hereby consents to and grants its approval of an
amendment to Section 5.7(a) of the Shareholders' Agreement to add a new
clause (3) immediately after clause (2) in the first sentence of such
Section, which new clause (3) shall read as follows:
"or (3) in a public offering of Shares registered under the Securities Act
of 1933, as amended, including but not limited to the initial Public
Offering,".
(e) Waiver Under the Registration Rights Agreement. With respect to the
Registration Rights Agreement, Seller waives, and agrees that it shall not
exercise in any manner, any and all rights that it has under Section 6 of the
Registration Rights Agreement in connection with the IPO.
(f) Seller covenants and agrees to execute and deliver such other and
further agreements, instruments and documents as the Company may at any time or
from time to time reasonably request in order to effectuate the provisions of
paragraphs (d) and (e) of this Section 3.
(g) Restriction on Resale of Retained Shares. Seller and its Affiliates
will not sell or otherwise transfer or dispose of the Retained Shares to any
transferee that, to the knowledge of Seller or any Affiliate selling or
otherwise transferring or disposing of such Retained Shares, is, or is acting as
an agent or representative for, a competitor of the Company (which for these
purposes will mean any person or company whose principal business activity is
the development, marketing or distribution in any manner of any enterprise
software product that utilizes a relational database for the organization of
information); provided, however, that the foregoing restriction shall not apply
to any sale of any of the Retained Shares pursuant to Rule 144 under the
Securities Act of 1933, as amended, or pursuant to an effective registration
statement under the Securities Act of 1933, as amended. Notwithstanding the last
clause of the immediately preceding sentence, any sale, transfer, or other
disposition of Retained Shares to any competitor or agent or representative of a
competitor whose purchase or other acquisition of shares was specifically
solicited by or on behalf of Seller or its selling Affiliate, or who
specifically solicited Seller, its Affiliates or their agents or representatives
to engage in the sale, transfer or other disposition in question, shall be
prohibited regardless of whether such sale, transfer or other disposition is
made pursuant to Rule 144 or an effective registration statement.
4. SALE AND PURCHASE OF THE REPURCHASE SHARES. The Company agrees to
repurchase, at a purchase price per share equal to ninety percent (90%) of the
per share amount listed under the caption "Public Offering Price" on the cover
page of the final prospectus included or deemed to be included in the
Registration Statement (the "Purchase Price"), and Seller agrees to sell, the
number of whole Shares determined by dividing $8 million by the Purchase Price
and then, to the extent necessary, rounding up such number of Shares to the next
whole number of Shares (the "Repurchase Shares").
5. CLOSING; DELIVERIES.
(a) Subject to the satisfaction or waiver of the applicable conditions
to closing set forth in Section 6, the closing of the purchase and sale of the
Repurchase Shares (the "Closing") shall take
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place through escrow, in accordance with Section 5(b), on the date that the
Company receives the net proceeds of the sale of Common Shares in the IPO at the
initial closing thereof, or at such other time and place as the parties hereto
may mutually determine (the "Closing Date"). The transfers and deliveries herein
contemplated will be mutually interdependent and regarded as occurring
simultaneously; and no such transfer or delivery will become effective until all
of the transfers and deliveries provided for in Sections 5(b) and Section 6 have
been consummated. The transfers and deliveries herein contemplated will be
deemed to have occurred and the Closing will be effective as of the start of
business on the Closing Date.
(b) (1) On the Closing Date, the Company shall deposit in escrow with
the Escrow Agent (A) cash in the amount of the aggregate Repurchase Price
and (B) a share certificate evidencing the Retained Shares (the "Retained
Shares Certificate"), which shall include the legend required to be
included under the terms of the Registration Rights Agreement and such
other legends as are required by applicable law.
(2) Provided that Seller has deposited in escrow the Repurchase
Shares Transfer Documents in accordance with Section 3(b) above, promptly
upon the deposit in escrow by the Company of the cash Repurchase Price and
the Retained Shares Certificate, the repurchase of the Repurchase Shares
shall be consummated. The Escrow Agent shall deliver the Repurchase Shares
Transfer Documents to the Company; and the Escrow Agent shall deliver the
cash Repurchase Price and the Retained Shares Certificate to Seller, all
in accordance with the provisions of the Escrow Agreement.
All of the foregoing transfers and deliveries shall constitute the closing of
the transactions contemplated by this Agreement.
6. CONDITIONS TO CLOSING.
(a) The obligations of the Company under this Agreement are subject to
the satisfaction or waiver by the Company, on or before the Closing Date, of
each of the following conditions:
(1) The representations and warranties of the Seller contained in
Section 1 shall be true and correct in all material respects on and as of
the Closing Date with the same effect as though such representations and
warranties had been made on and as of such date.
(2) The Seller shall have performed and complied with all
covenants, agreements, obligations and conditions contained in this
Agreement that are required to be performed or complied with by it at or
before the Closing.
(3) The President of the Seller shall deliver to the Company at
the Closing a certificate certifying that the conditions specified in
Sections 6(a)(1) and 6(a)(2) have been fulfilled.
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(4) The Company shall have completed the IPO and shall have
received full payment for the Common Shares offered thereby in the manner
contemplated by the Underwriting Agreement.
(5) No suit, action or other proceeding shall be pending or
threatened before any court or before any governmental agency in which it
is sought to restrain, prohibit, invalidate or set aside in whole or in
part the consummation of the transactions contemplated by this Agreement.
(b) The obligations of the Seller under this Agreement are subject to
the satisfaction or waiver by the Seller, on or before the Closing Date, of each
of the following conditions:
(1) The representations and warranties of the Company contained in
Section 2 shall be true and correct in all material respects on and as of
the Closing Date with the same effect as though such representations and
warranties had been made on and as of such date.
(2) All covenants, agreements and conditions contained in this
Agreement to be performed by the Company on at prior to the Closing Date
shall have been performed or complied with in all material respects.
(3) The President and Chief Executive Officer of the Company shall
deliver to the Seller at the Closing Date a certificate certifying that
the conditions specified in Sections 6(b)(1) and 6(b)(2) have been
fulfilled.
(4) No suit, action or other proceeding shall be pending or
threatened before any court or before any governmental agency in which it
is sought to restrain, prohibit, invalidate or set aside in whole or in
part the consummation of the transactions contemplated by this Agreement.
7. TERMINATION OF AGREEMENT. This Agreement may be terminated and the
transaction hereby provided for may be abandoned at any time prior to the
Closing:
(a) by mutual consent of the parties hereto; or
(b) by the Company, if any of the conditions precedent provided
for in Section 6(a) of this Agreement has not been met on or prior to December
31, 2004, and has not been waived by the Company in writing; or
(c) by Seller, if (1) the Company shall not have fled the
Registration Statement with the Securities and Exchange Commission on or prior
to June 30, 2004, (2) the Company shall have withdrawn the Registration
Statement, (3) any of the conditions precedent provided for in Section 6(b) of
this Agreement has not been met on or prior to December 31, 2004, and has not
been waived by Seller in writing, or (4) the IPO shall not have been completed
and the Company received
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full payment for the Shares offered thereby in the manner contemplated by the
Underwriting Agreement on or before December 31, 2004.
In the event of termination or abandonment by the Company as above provided in
clause (b) of this Section 7, or by Seller as provided in clause (c) of this
Section 7, written notice shall forthwith be given to the other party. In the
event of termination of this Agreement pursuant to this Section 7, (i) the
Company and Seller shall immediately provide to the Escrow Agent joint written
instructions to return the Repurchase Shares Transfer Documents to Seller, and
(ii) no party hereto shall have any liability or further obligation to any other
party under this Agreement, except for such party's breach of any provision of
this Agreement prior to such termination or any breach by the Company of its
obligation pursuant to clause (i) of this sentence. In the event that this
Agreement is terminated by Seller or the Company in accordance with this Section
7 (other than by reason of Seller's breach of any provision of this Agreement),
then (x) the waivers of Seller's rights under the Shareholders' Agreement
contemplated by Section 3(d) and its rights under the Registration Rights
Agreement contemplated by Section 3(e) shall be of no further force and effect
as of and from the date of such termination; provided, however, that this shall
not extend to the amendment of Section 5.7(a) of the Shareholders' Agreement
contemplated by Section 3(d)(4), which shall remain in full force and effect;
and (y) in such event the Company shall use commercially reasonable efforts to
cause a designee of Seller to be designated as a director of the Company in
accordance with the provisions of the Shareholders' Agreement as quickly as
practicable.
8. FURTHER ASSURANCES. Each party agrees to execute and deliver such
additional documents, and take such other actions, as the other party may
reasonably request and as may be necessary to effectuate the transactions
contemplated by this Agreement.
9. MISCELLANEOUS.
(a) Specific Performance. The parties hereto acknowledge and agree that
each would be irreparably damaged in the event that any of the provisions of
this Agreement are not performed by the other in accordance with their specific
terms or are otherwise breached. It is accordingly agreed that, in addition to
all other remedies available to the parties hereto, whether conferred hereby or
by any agreement, document or instrument referred to herein, or now or hereafter
available at law or in equity or by statute or otherwise, each party shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce this Agreement and the terms and provisions hereof by an action
for specific performance.
(b) Satisfaction of Closing Conditions. Subject to the terms and
conditions of this Agreement, Seller and the Company will use all commercially
reasonable efforts to take or cause to be taken all actions and to do or cause
to be done all things necessary under the terms of this Agreement or under
applicable laws to consummate the transactions contemplated by this Agreement.
The parties shall cooperate with each other in a commercially reasonable manner
so as to obtain as soon as practicable after the date hereof all necessary
regulatory or other consents, clearances, authorizations and approvals required
by this Agreement.
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(c) Survival of Warranties. The warranties, representations and
covenants of the Company and Seller contained in or made pursuant to this
Agreement shall survive the execution and delivery of this Agreement and the
Closing.
(d) Transfer; Successors and Assigns. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and permitted assigns of the parties. Neither party shall assign this
Agreement, or any of its rights, benefits, obligations or burdens hereunder, to
any third party without the prior written consent of the other party. Nothing in
this Agreement, express or implied, is intended to confer upon any party other
than the parties hereto or their respective successors and permitted assigns any
rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
(e) Governing Law. This Agreement and all acts and transactions pursuant
hereto and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in accordance with the laws of the State of Ohio,
without giving effect to principles of conflicts of law thereof.
(f) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.
(g) Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
(h) Notices. Any notice required or permitted by this Agreement shall be
in writing and shall be deemed sufficient upon delivery, when delivered
personally or by overnight courier or sent by telegram or fax, or on the third
business day after being deposited in the U.S. mail, as certified or registered
mail, with postage prepaid, addressed to the party to be notified at such
party's address as set forth on the signature page hereof or as subsequently
modified by written notice to the other party hereto, with copies as follows:
If to Seller, to the address set forth on the signature page, with a
copy to: Xxxxxx X. Xxxxxxx, Esq.
Xxxxxxxxxx Xxxxxxxx LLP
Suite 2800
0000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Fax: (000) 000-0000
If to the Company, to the address set forth on the signature page,
with a copy to: D. Xxxxxxx Xxxxxxxxx, Esq.
Vice President and General Counsel
Xxxxxx Software, Inc.
00000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Fax: (000) 000-0000
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(i) Fees and Expenses. Each party shall pay its own fees and expenses in
connection with the transactions contemplated by the Agreements, except that the
expenses associated with the Escrow Agreement shall be the responsibility of the
Company.
(j) Attorney's Fees. If any action at law or in equity (including
arbitration) is necessary to enforce or interpret the terms of any of the
Agreements, the prevailing party shall be entitled to reasonable attorney's
fees, costs and necessary disbursements in addition to any other relief to which
such party may be entitled.
(k) Amendments and Waivers. Any term of this Agreement may be amended or
waived only with the written consent of each of the parties hereto; provided
that the conditions to closing set forth in Section 6 hereof may be waived
solely by the Company or Seller, as the case may be, as further set forth in
such Section 6. Any amendment or waiver effected in accordance with this Section
9(k) shall be binding upon the Seller and each transferee of the Shares and each
future holder of all such securities, and the Company.
(l) Severability. If one or more provisions of this Agreement are held
to be unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith. In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (1) such
provision shall be excluded from this Agreement, (2) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (3) the
balance of the Agreement shall be enforceable in accordance with its terms.
(m) Delays or Omissions. No delay or omission to exercise any right,
power or remedy accruing to any party under this Agreement, upon any breach or
default of any other party under this Agreement, shall impair any such right,
power or remedy of such non-breaching or non-defaulting party nor shall it be
construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereafter occurring; nor
shall any waiver of any single breach or default be deemed a waiver of any other
breach or default theretofore or thereafter occurring. Any waiver, permit,
consent or approval of any kind or character on the part of any party of any
breach or default under this Agreement, or any waiver on the part of any party
of any provisions or conditions of this Agreement, must be in writing and signed
by the party against which such waiver, permit, consent or approval is sought to
be enforced, and shall be effective only to the extent specifically set forth in
such writing. All remedies, either under this Agreement or by law or otherwise
afforded to any party, shall be cumulative and not alternative.
(n) Entire Agreement. This Agreement and the other agreements referred
to herein constitute the entire agreement between the parties hereto pertaining
to the subject matter hereof, and any and all other written or oral agreements
relating to the subject matter hereof existing between the parties hereto are
expressly canceled.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
XXXXXX SOFTWARE, INC.
By /s/ X.X. Xxxxxx
--------------------------------------
Its President
-------------------------------------
00000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Fax: (000) 000-0000
RECALL TOTAL INFORMATION
MANAGEMENT, INC.
By /s/ Xxxxxxx Xxxxxxxx
--------------------------------------
Its CEO and President
-------------------------------------
One Recall Center
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Fax: (000) 000-0000
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EXHIBIT A
LOCK-UP AGREEMENT
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EXHIBIT B
ESCROW AGREEMENT
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