1
Exhibit 10(Q)
CONQUEST INDUSTRIES, INC.
0000 X.X. XXXXXXXX XXXXXX
XXXXXX, XXXXX 00000
September 13, 1995
Xx. Xxxxxx Xxxxx
c/x Xxxxxxx Xxxxx & Co., P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: CONQUEST INDUSTRIES, INC.
Dear Xx. Xxxxx:
This letter will acknowledge that you have claimed that Conquest
Industries, Inc., a Delaware corporation ("Conquest") and/or certain of its
wholly owned subsidiaries (collectively with Conquest, the "Corporations") are
indebted to you for services rendered and/or pursuant to existing agreements in
the approximate amount of $20,000.00 (the "Indebtedness").
This letter will confirm the offer by Conquest to sell to you an
aggregate of 10,000 shares of common stock of Conquest, $.001 par value per
share (the "Subject Shares"), at a purchase price of $2.00 per share (the "Per
Share Price") in full and final settlement of all claims made by you with
respect to the Indebtedness. You have indicated an interest in purchasing the
Subject Shares from Conquest upon the terms and conditions set forth below.
1. The Subject Shares shall be registered under the Securities
Act of 1933 as amended (the "Act") and, if you accept Conquest's offer to
purchase the Subject Shares (in the manner hereinafter provided), you shall be
included as a Selling Stockholder in the Prospectus forming a part of the
registration statement pursuant to which the Subject Shares shall be registered
under the Act.
2. You shall purchase and pay for all or any portion of the
Subject Shares which you shall elect to purchase, against delivery of stock
certificates evidencing such Subject Shares, an amount equal to the aggregate
number of Subject Shares purchased by you, multiplied by the Per Share Price
(the "Purchase Price") either in cash, or by extinguishing the Indebtedness
which you claim is owed to you which shall equal the Purchase Price of such
Subject Shares. In the event you shall elect to pay the Purchase Price in cash,
the Conquest shall forthwith pay to you an amount equal to the Purchase Price
paid by you, in cancellation of the Indebtedness.
3. Your obligation to purchase all or any portion of the
Subject Shares shall be expressly conditioned upon Conquest delivering to you
either (A) a final Prospectus declared effective by the Securities and Exchange
Commission (the "SEC") pursuant to which your
2
Xx. Xxxxxx Xxxxx
September __, 1995
Page 2
Subject Shares shall have been registered under the Act; or (B) a preliminary
Prospectus which shall be in response to comments from the SEC and which shall
not, in the opinion of securities counsel to the Company, Messrs. Solomon, Xxxxx
& Xxxxxxxxx, be subject to any further amendments prior to effectiveness, which
would otherwise require recirculation of such preliminary Prospectus (either of
the prospectuses referred to in this Paragraph 3 are deemed to be a "Final
Prospectus").
4. You hereby agree, by your execution of this letter, that
unless you have notified Conquest, in writing, within 10 days of receipt of the
Final Prospectus of your election not to Purchase all of the Subject Shares
offered to you hereunder, you shall be deemed to have accepted Conquest's offer,
and pay the Purchase Price for all Subject Shares referred to above, at a
closing which shall be held not later than 30 days following receipt of such
Final Prospectus at the offices of Xxxxxx, Ginsberg, Schlesinger, Xxxxxxxxx &
Xxxxxxx, 000 Xxxxxx Xxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxx 00000. At such closing,
Conquest shall deliver to you stock certificates evidencing your Subject Shares,
and (unless you elect to pay the Purchase Price in cash as aforesaid) you shall
pay the Purchase Price therefor by extinguishing the Indebtedness, in full.
5. Any notice given by you to Conquest shall be deemed to have
been validly given if given by recognized overnight courier service such as
Federal Express or by certified mail, postage prepaid, addressed to Conquest
Industries, Inc., c/x Xxxxxx, Ginsberg, Schlesinger, Xxxxxxxxx & Xxxxxxx, 000
Xxxxxx Xxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxx 00000., Attention: Xxxxx Xxxxxxxxx,
Esq.
6. Both you and Conquest acknowledge that as a Selling
Stockholder, you will be obligated to deliver a current Prospectus on each
occasion that you make sales of the Subject Shares, whether such sales are made
directly by you or through broker/dealers; which Prospectus must indicate the
name of the beneficial owner(s) of the Subject Shares and the aggregate amount
of Subject Shares being offered. Conquest has agreed (I) to file, during any
period in which offers or sales of Subject Shares are being made, a
post-effective amendment to the registration statement on Form-S-1 under the Act
(the "Registration Statement"), (II) to make available a Prospectus to each
Selling Stockholder upon request, (III) to amend such Prospectus from time to
time after the effective date of the Final Prospectus through post-effective
amendments to such Registration Statement to reflect any facts or events which
individually or in the aggregate, represent a fundamental change in the
information set forth in the most recent Prospectus, and (IV) to remove from
registration by means of a post-effective amendment of the Registration
Statement any of the Subject Shares which remain unsold at the termination of
the offering which is anticipated to occur on or about July 31, 1997. In such
3
Xx. Xxxxxx Xxxxx
September __, 1995
Page 3
connection, you acknowledge that you, as a Selling Stockholder, and any
broker/dealer that may act on your behalf in connection with the sale of Subject
Shares may be deemed to be "underwriters" within the meaning of Section 2(11) of
the Act, and any commission or profit received by a broker/dealer from the
purchase or resale of Subject Shares as principals might be deemed to be
underwriting discounts and commissions under the Act.
7. Conquest shall have the absolute right, in its sole
discretion, to withdraw its offer of sale of the Subject Shares to you at any
time prior to the effectiveness of the Final Prospectus. Any such withdrawal of
our offer shall not however, reduce or otherwise affect the Indebtedness which
you claim is owed to you.
8. In the event the closing of the transaction contemplated
herein does not take place, the parties hereto reserve any rights they may have
one against the other with respect to the Indebtedness or otherwise.
If the foregoing accurately reflects the substance our mutual agreement
and understanding at this time, please so indicate by executing a copy of this
letter in the space provided below.
Very truly yours,
CONQUEST INDUSTRIES, INC.
By: /s/ XXXXX XXXXXX
-------------------------------------
Xxxxx Xxxxxx, Chief Financial Officer
ACCEPTED AND AGREED TO:
/s/ XXXXXX XXXXX
-------------------------------
XXXXXX XXXXX
Dated: September 13, 1995
4
CONQUEST INDUSTRIES, INC.
0000 X.X. XXXXXXXX XXXXXX
XXXXXX, XXXXX 00000
September 12, 1995
Mr. Xxxx Xxxxxxx
c/x Xxxxxxx Xxxxx & Co., P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: CONQUEST INDUSTRIES, INC.
Dear Xx. Xxxxxxx:
This letter will acknowledge that you have claimed that Conquest
Industries, Inc., a Delaware corporation ("Conquest") and/or certain of its
wholly owned subsidiaries (collectively with Conquest, the "Corporations") are
indebted to you for services rendered and/or pursuant to existing agreements in
the approximate amount of $16,000.00 (the "Indebtedness").
This letter will confirm the offer by Conquest to sell to you an
aggregate of 8,000 shares of common stock of Conquest, $.001 par value per share
(the "Subject Shares"), at a purchase price of $2.00 per share (the "Per Share
Price") in full and final settlement of all claims made by you with respect to
the Indebtedness. You have indicated an interest in purchasing the Subject
Shares from Conquest upon the terms and conditions set forth below.
1. The Subject Shares shall be registered under the Securities
Act of 1933 as amended (the "Act") and, if you accept Conquest's offer to
purchase the Subject Shares (in the manner hereinafter provided), you shall be
included as a Selling Stockholder in the Prospectus forming a part of the
registration statement pursuant to which the Subject Shares shall be registered
under the Act.
2. You shall purchase and pay for all or any portion of the
Subject Shares which you shall elect to purchase, against delivery of stock
certificates evidencing such Subject Shares, an amount equal to the aggregate
number of Subject Shares purchased by you, multiplied by the Per Share Price
(the "Purchase Price") either in cash, or by extinguishing the Indebtedness
which you claim is owed to you which shall equal the Purchase Price of such
Subject Shares. In the event you shall elect to pay the Purchase Price in cash,
the Conquest shall forthwith pay to you an amount equal to the Purchase Price
paid by you, in cancellation of the Indebtedness.
3. Your obligation to purchase all or any portion of the
Subject Shares shall be expressly conditioned upon Conquest delivering to you
either (A) a final Prospectus declared effective by the Securities and Exchange
Commission (the "SEC") pursuant to which your
5
Mr. Xxxx Xxxxxxx
September __, 1995
Page 2
Subject Shares shall have been registered under the Act; or (B) a preliminary
Prospectus which shall be in response to comments from the SEC and which shall
not, in the opinion of securities counsel to the Company, Messrs. Solomon, Xxxxx
& Xxxxxxxxx, be subject to any further amendments prior to effectiveness, which
would otherwise require recirculation of such preliminary Prospectus (either of
the prospectuses referred to in this Paragraph 3 are deemed to be a "Final
Prospectus").
4. You hereby agree, by your execution of this letter, that
unless you have notified Conquest, in writing, within 10 days of receipt of the
Final Prospectus of your election not to Purchase all of the Subject Shares
offered to you hereunder, you shall be deemed to have accepted Conquest's offer,
and pay the Purchase Price for all Subject Shares referred to above, at a
closing which shall be held not later than 30 days following receipt of such
Final Prospectus at the offices of Xxxxxx, Ginsberg, Schlesinger, Xxxxxxxxx &
Xxxxxxx, 000 Xxxxxx Xxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxx 00000. At such closing,
Conquest shall deliver to you stock certificates evidencing your Subject Shares,
and (unless you elect to pay the Purchase Price in cash as aforesaid) you shall
pay the Purchase Price therefor by extinguishing the Indebtedness, in full.
5. Any notice given by you to Conquest shall be deemed to have
been validly given if given by recognized overnight courier service such as
Federal Express or by certified mail, postage prepaid, addressed to Conquest
Industries, Inc., c/x Xxxxxx, Ginsberg, Schlesinger, Xxxxxxxxx & Xxxxxxx, 000
Xxxxxx Xxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxx 00000., Attention: Xxxxx Xxxxxxxxx,
Esq.
6. Both you and Conquest acknowledge that as a Selling
Stockholder, you will be obligated to deliver a current Prospectus on each
occasion that you make sales of the Subject Shares, whether such sales are made
directly by you or through broker/dealers; which Prospectus must indicate the
name of the beneficial owner(s) of the Subject Shares and the aggregate amount
of Subject Shares being offered. Conquest has agreed (I) to file, during any
period in which offers or sales of Subject Shares are being made, a
post-effective amendment to the registration statement on Form-S-1 under the Act
(the "Registration Statement"), (II) to make available a Prospectus to each
Selling Stockholder upon request, (III) to amend such Prospectus from time to
time after the effective date of the Final Prospectus through post-effective
amendments to such Registration Statement to reflect any facts or events which
individually or in the aggregate, represent a fundamental change in the
information set forth in the most recent Prospectus, and (IV) to remove from
registration by means of a post-effective amendment of the Registration
Statement any of the Subject Shares which remain unsold at the termination of
the offering which is anticipated to occur on or about July 31, 1997. In such
6
Mr. Xxxx Xxxxxxx
September __, 1995
Page 3
connection, you acknowledge that you, as a Selling Stockholder, and any
broker/dealer that may act on your behalf in connection with the sale of Subject
Shares may be deemed to be "underwriters" within the meaning of Section 2(11) of
the Act, and any commission or profit received by a broker/dealer from the
purchase or resale of Subject Shares as principals might be deemed to be
underwriting discounts and commissions under the Act.
7. Conquest shall have the absolute right, in its sole
discretion, to withdraw its offer of sale of the Subject Shares to you at any
time prior to the effectiveness of the Final Prospectus. Any such withdrawal of
our offer shall not however, reduce or otherwise affect the Indebtedness which
you claim is owed to you.
8. In the event the closing of the transaction contemplated
herein does not take place, the parties hereto reserve any rights they may have
one against the other with respect to the Indebtedness or otherwise.
If the foregoing accurately reflects the substance our mutual agreement
and understanding at this time, please so indicate by executing a copy of this
letter in the space provided below.
Very truly yours,
CONQUEST INDUSTRIES, INC.
By: /s/ XXXXX XXXXXX
-------------------------------------
Xxxxx Xxxxxx, Chief Financial Officer
ACCEPTED AND AGREED TO:
/s/ XXXX XXXXXXX
-------------------------------
XXXX XXXXXXX
Dated: September 12, 1995
7
CONQUEST INDUSTRIES, INC.
0000 X.X. XXXXXXXX XXXXXX
XXXXXX, XXXXX 00000
September 12, 1995
Xx. Xxxxxx Xxxxx
c/x Xxxxxxx Xxxxx & Co., P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: CONQUEST INDUSTRIES, INC.
Dear Xx. Xxxxx:
This letter will acknowledge that you have claimed that Conquest
Industries, Inc., a Delaware corporation ("Conquest") and/or certain of its
wholly owned subsidiaries (collectively with Conquest, the "Corporations") are
indebted to you for services rendered and/or pursuant to existing agreements in
the approximate amount of $87,000.00 (the "Indebtedness").
This letter will confirm the offer by Conquest to sell to you an
aggregate of 43,500 shares of common stock of Conquest, $.001 par value per
share (the "Subject Shares"), at a purchase price of $2.00 per share (the "Per
Share Price") in full and final settlement of all claims made by you with
respect to the Indebtedness. You have indicated an interest in purchasing the
Subject Shares from Conquest upon the terms and conditions set forth below.
1. The Subject Shares shall be registered under the Securities
Act of 1933 as amended (the "Act") and, if you accept Conquest's offer to
purchase the Subject Shares (in the manner hereinafter provided), you shall be
included as a Selling Stockholder in the Prospectus forming a part of the
registration statement pursuant to which the Subject Shares shall be registered
under the Act.
2. You shall purchase and pay for all or any portion of the
Subject Shares which you shall elect to purchase, against delivery of stock
certificates evidencing such Subject Shares, an amount equal to the aggregate
number of Subject Shares purchased by you, multiplied by the Per Share Price
(the "Purchase Price") either in cash, or by extinguishing the Indebtedness
which you claim is owed to you which shall equal the Purchase Price of such
Subject Shares. In the event you shall elect to pay the Purchase Price in cash,
the Conquest shall forthwith pay to you an amount equal to the Purchase Price
paid by you, in cancellation of the Indebtedness.
3. Your obligation to purchase all or any portion of the
Subject Shares shall be expressly conditioned upon Conquest delivering to you
either (A) a final Prospectus declared effective by the Securities and Exchange
Commission (the "SEC") pursuant to which your
8
Xx. Xxxxxx Xxxxx
September __, 1995
Page 2
Subject Shares shall have been registered under the Act; or (B) a preliminary
Prospectus which shall be in response to comments from the SEC and which shall
not, in the opinion of securities counsel to the Company, Messrs. Solomon, Xxxxx
& Xxxxxxxxx, be subject to any further amendments prior to effectiveness, which
would otherwise require recirculation of such preliminary Prospectus (either of
the prospectuses referred to in this Paragraph 3 are deemed to be a "Final
Prospectus").
4. You hereby agree, by your execution of this letter, that
unless you have notified Conquest, in writing, within 10 days of receipt of the
Final Prospectus of your election not to Purchase all of the Subject Shares
offered to you hereunder, you shall be deemed to have accepted Conquest's offer,
and pay the Purchase Price for all Subject Shares referred to above, at a
closing which shall be held not later than 30 days following receipt of such
Final Prospectus at the offices of Xxxxxx, Ginsberg, Schlesinger, Xxxxxxxxx &
Xxxxxxx, 000 Xxxxxx Xxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxx 00000. At such closing,
Conquest shall deliver to you stock certificates evidencing your Subject Shares,
and (unless you elect to pay the Purchase Price in cash as aforesaid) you shall
pay the Purchase Price therefor by extinguishing the Indebtedness, in full.
5. Any notice given by you to Conquest shall be deemed to have
been validly given if given by recognized overnight courier service such as
Federal Express or by certified mail, postage prepaid, addressed to Conquest
Industries, Inc., c/x Xxxxxx, Ginsberg, Schlesinger, Xxxxxxxxx & Xxxxxxx, 000
Xxxxxx Xxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxx 00000., Attention: Xxxxx Xxxxxxxxx,
Esq.
6. Both you and Conquest acknowledge that as a Selling
Stockholder, you will be obligated to deliver a current Prospectus on each
occasion that you make sales of the Subject Shares, whether such sales are made
directly by you or through broker/dealers; which Prospectus must indicate the
name of the beneficial owner(s) of the Subject Shares and the aggregate amount
of Subject Shares being offered. Conquest has agreed (I) to file, during any
period in which offers or sales of Subject Shares are being made, a
post-effective amendment to the registration statement on Form-S-1 under the Act
(the "Registration Statement"), (II) to make available a Prospectus to each
Selling Stockholder upon request, (III) to amend such Prospectus from time to
time after the effective date of the Final Prospectus through post-effective
amendments to such Registration Statement to reflect any facts or events which
individually or in the aggregate, represent a fundamental change in the
information set forth in the most recent Prospectus, and (IV) to remove from
registration by means of a post-effective amendment of the Registration
Statement any of the Subject Shares which remain unsold at the termination of
the offering which is anticipated to occur on or about July 31, 1997. In such
9
Xx. Xxxxxx Xxxxx
September __, 1995
Page 3
connection, you acknowledge that you, as a Selling Stockholder, and any
broker/dealer that may act on your behalf in connection with the sale of Subject
Shares may be deemed to be "underwriters" within the meaning of Section 2(11) of
the Act, and any commission or profit received by a broker/dealer from the
purchase or resale of Subject Shares as principals might be deemed to be
underwriting discounts and commissions under the Act.
7. Conquest shall have the absolute right, in its sole
discretion, to withdraw its offer of sale of the Subject Shares to you at any
time prior to the effectiveness of the Final Prospectus. Any such withdrawal of
our offer shall not however, reduce or otherwise affect the Indebtedness which
you claim is owed to you.
8. In the event the closing of the transaction contemplated
herein does not take place, the parties hereto reserve any rights they may have
one against the other with respect to the Indebtedness or otherwise.
If the foregoing accurately reflects the substance our mutual agreement
and understanding at this time, please so indicate by executing a copy of this
letter in the space provided below.
Very truly yours,
CONQUEST INDUSTRIES, INC.
By: /s/ XXXXX XXXXXX
-------------------------------------
Xxxxx Xxxxxx, Chief Financial Officer
ACCEPTED AND AGREED TO:
/s/ XXXXXX XXXXX
-------------------------------
XXXXXX XXXXX
Dated: September 12, 1995
10
CONQUEST INDUSTRIES, INC.
0000 X.X. XXXXXXXX XXXXXX
XXXXXX, XXXXX 00000
September 13, 1995
Xx. Xxxxxx Glass
c/x Xxxxxxx Radin & Co., P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: CONQUEST INDUSTRIES, INC.
Dear Mr. Glass:
This letter will acknowledge that you have claimed that Conquest
Industries, Inc., a Delaware corporation ("Conquest") and/or certain of its
wholly owned subsidiaries (collectively with Conquest, the "Corporations") are
indebted to you for services rendered and/or pursuant to existing agreements in
the approximate amount of $25,000.00 (the "Indebtedness").
This letter will confirm the offer by Conquest to sell to you an
aggregate of 12,500 shares of common stock of Conquest, $.001 par value per
share (the "Subject Shares"), at a purchase price of $2.00 per share (the "Per
Share Price") in full and final settlement of all claims made by you with
respect to the Indebtedness. You have indicated an interest in purchasing the
Subject Shares from Conquest upon the terms and conditions set forth below.
1. The Subject Shares shall be registered under the Securities
Act of 1933 as amended (the "Act") and, if you accept Conquest's offer to
purchase the Subject Shares (in the manner hereinafter provided), you shall be
included as a Selling Stockholder in the Prospectus forming a part of the
registration statement pursuant to which the Subject Shares shall be registered
under the Act.
2. You shall purchase and pay for all or any portion of the
Subject Shares which you shall elect to purchase, against delivery of stock
certificates evidencing such Subject Shares, an amount equal to the aggregate
number of Subject Shares purchased by you, multiplied by the Per Share Price
(the "Purchase Price") either in cash, or by extinguishing the Indebtedness
which you claim is owed to you which shall equal the Purchase Price of such
Subject Shares. In the event you shall elect to pay the Purchase Price in cash,
the Conquest shall forthwith pay to you an amount equal to the Purchase Price
paid by you, in cancellation of the Indebtedness.
3. Your obligation to purchase all or any portion of the
Subject Shares shall be expressly conditioned upon Conquest delivering to you
either (A) a final Prospectus declared effective by the Securities and Exchange
Commission (the "SEC") pursuant to which your
11
Xx. Xxxxxx Glass
September __, 1995
Page 2
Subject Shares shall have been registered under the Act; or (B) a preliminary
Prospectus which shall be in response to comments from the SEC and which shall
not, in the opinion of securities counsel to the Company, Messrs. Solomon, Xxxxx
& Xxxxxxxxx, be subject to any further amendments prior to effectiveness, which
would otherwise require recirculation of such preliminary Prospectus (either of
the prospectuses referred to in this Paragraph 3 are deemed to be a "Final
Prospectus").
4. You hereby agree, by your execution of this letter, that
unless you have notified Conquest, in writing, within 10 days of receipt of the
Final Prospectus of your election not to Purchase all of the Subject Shares
offered to you hereunder, you shall be deemed to have accepted Conquest's offer,
and pay the Purchase Price for all Subject Shares referred to above, at a
closing which shall be held not later than 30 days following receipt of such
Final Prospectus at the offices of Xxxxxx, Ginsberg, Schlesinger, Xxxxxxxxx &
Xxxxxxx, 000 Xxxxxx Xxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxx 00000. At such closing,
Conquest shall deliver to you stock certificates evidencing your Subject Shares,
and (unless you elect to pay the Purchase Price in cash as aforesaid) you shall
pay the Purchase Price therefor by extinguishing the Indebtedness, in full.
5. Any notice given by you to Conquest shall be deemed to have
been validly given if given by recognized overnight courier service such as
Federal Express or by certified mail, postage prepaid, addressed to Conquest
Industries, Inc., c/x Xxxxxx, Ginsberg, Schlesinger, Xxxxxxxxx & Xxxxxxx, 000
Xxxxxx Xxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxx 00000., Attention: Xxxxx Xxxxxxxxx,
Esq.
6. Both you and Conquest acknowledge that as a Selling
Stockholder, you will be obligated to deliver a current Prospectus on each
occasion that you make sales of the Subject Shares, whether such sales are made
directly by you or through broker/dealers; which Prospectus must indicate the
name of the beneficial owner(s) of the Subject Shares and the aggregate amount
of Subject Shares being offered. Conquest has agreed (I) to file, during any
period in which offers or sales of Subject Shares are being made, a
post-effective amendment to the registration statement on Form-S-1 under the Act
(the "Registration Statement"), (II) to make available a Prospectus to each
Selling Stockholder upon request, (III) to amend such Prospectus from time to
time after the effective date of the Final Prospectus through post-effective
amendments to such Registration Statement to reflect any facts or events which
individually or in the aggregate, represent a fundamental change in the
information set forth in the most recent Prospectus, and (IV) to remove from
registration by means of a post-effective amendment of the Registration
Statement any of the Subject Shares which remain unsold at the termination of
the offering which is anticipated to occur on or about July 31, 1997. In such
12
Xx. Xxxxxx Glass
September __, 1995
Page 3
connection, you acknowledge that you, as a Selling Stockholder, and any
broker/dealer that may act on your behalf in connection with the sale of Subject
Shares may be deemed to be "underwriters" within the meaning of Section 2(11) of
the Act, and any commission or profit received by a broker/dealer from the
purchase or resale of Subject Shares as principals might be deemed to be
underwriting discounts and commissions under the Act.
7. Conquest shall have the absolute right, in its sole
discretion, to withdraw its offer of sale of the Subject Shares to you at any
time prior to the effectiveness of the Final Prospectus. Any such withdrawal of
our offer shall not however, reduce or otherwise affect the Indebtedness which
you claim is owed to you.
8. In the event the closing of the transaction contemplated
herein does not take place, the parties hereto reserve any rights they may have
one against the other with respect to the Indebtedness or otherwise.
If the foregoing accurately reflects the substance our mutual agreement
and understanding at this time, please so indicate by executing a copy of this
letter in the space provided below.
Very truly yours,
CONQUEST INDUSTRIES, INC.
By: /s/ XXXXX XXXXXX
-------------------------------------
Xxxxx Xxxxxx, Chief Financial Officer
ACCEPTED AND AGREED TO:
/s/ XXXXXX XXXXX
-------------------------------
XXXXXX XXXXX
Dated: September 13, 1995
13
CONQUEST INDUSTRIES, INC.
0000 X.X. XXXXXXXX XXXXXX
XXXXXX, XXXXX 00000
September 13, 1995
Xx. Xxxxxx Xxxxxxxx
c/x Xxxxxxx Xxxxx & Co., P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: CONQUEST INDUSTRIES, INC.
Dear Xx. Xxxxxxxx:
This letter will acknowledge that you have claimed that Conquest
Industries, Inc., a Delaware corporation ("Conquest") and/or certain of its
wholly owned subsidiaries (collectively with Conquest, the "Corporations") are
indebted to you for services rendered and/or pursuant to existing agreements in
the approximate amount of $10,000.00 (the "Indebtedness").
This letter will confirm the offer by Conquest to sell to you an
aggregate of 5,000 shares of common stock of Conquest, $.001 par value per share
(the "Subject Shares"), at a purchase price of $2.00 per share (the "Per Share
Price") in full and final settlement of all claims made by you with respect to
the Indebtedness. You have indicated an interest in purchasing the Subject
Shares from Conquest upon the terms and conditions set forth below.
1. The Subject Shares shall be registered under the Securities
Act of 1933 as amended (the "Act") and, if you accept Conquest's offer to
purchase the Subject Shares (in the manner hereinafter provided), you shall be
included as a Selling Stockholder in the Prospectus forming a part of the
registration statement pursuant to which the Subject Shares shall be registered
under the Act.
2. You shall purchase and pay for all or any portion of the
Subject Shares which you shall elect to purchase, against delivery of stock
certificates evidencing such Subject Shares, an amount equal to the aggregate
number of Subject Shares purchased by you, multiplied by the Per Share Price
(the "Purchase Price") either in cash, or by extinguishing the Indebtedness
which you claim is owed to you which shall equal the Purchase Price of such
Subject Shares. In the event you shall elect to pay the Purchase Price in cash,
the Conquest shall forthwith pay to you an amount equal to the Purchase Price
paid by you, in cancellation of the Indebtedness.
3. Your obligation to purchase all or any portion of the
Subject Shares shall be expressly conditioned upon Conquest delivering to you
either (A) a final Prospectus declared
14
Xx. Xxxxxx Xxxxxxxx
September __, 1995
Page 2
effective by the Securities and Exchange Commission (the "SEC") pursuant to
which your Subject Shares shall have been registered under the Act; or (B) a
preliminary Prospectus which shall be in response to comments from the SEC and
which shall not, in the opinion of securities counsel to the Company, Messrs.
Solomon, Xxxxx & Xxxxxxxxx, be subject to any further amendments prior to
effectiveness, which would otherwise require recirculation of such preliminary
Prospectus (either of the prospectuses referred to in this Paragraph 3 are
deemed to be a "Final Prospectus").
4. You hereby agree, by your execution of this letter, that
unless you have notified Conquest, in writing, within 10 days of receipt of the
Final Prospectus of your election not to Purchase all of the Subject Shares
offered to you hereunder, you shall be deemed to have accepted Conquest's offer,
and pay the Purchase Price for all Subject Shares referred to above, at a
closing which shall be held not later than 30 days following receipt of such
Final Prospectus at the offices of Xxxxxx, Ginsberg, Schlesinger, Xxxxxxxxx &
Xxxxxxx, 000 Xxxxxx Xxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxx 00000. At such closing,
Conquest shall deliver to you stock certificates evidencing your Subject Shares,
and (unless you elect to pay the Purchase Price in cash as aforesaid) you shall
pay the Purchase Price therefor by extinguishing the Indebtedness, in full.
5. Any notice given by you to Conquest shall be deemed to have
been validly given if given by recognized overnight courier service such as
Federal Express or by certified mail, postage prepaid, addressed to Conquest
Industries, Inc., c/x Xxxxxx, Ginsberg, Schlesinger, Xxxxxxxxx & Xxxxxxx, 000
Xxxxxx Xxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxx 00000., Attention: Xxxxx Xxxxxxxxx,
Esq.
6. Both you and Conquest acknowledge that as a Selling
Stockholder, you will be obligated to deliver a current Prospectus on each
occasion that you make sales of the Subject Shares, whether such sales are made
directly by you or through broker/dealers; which Prospectus must indicate the
name of the beneficial owner(s) of the Subject Shares and the aggregate amount
of Subject Shares being offered. Conquest has agreed (I) to file, during any
period in which offers or sales of Subject Shares are being made, a
post-effective amendment to the registration statement on Form-S-1 under the Act
(the "Registration Statement"), (II) to make available a Prospectus to each
Selling Stockholder upon request, (III) to amend such Prospectus from time to
time after the effective date of the Final Prospectus through post-effective
amendments to such Registration Statement to reflect any facts or events which
individually or in the aggregate, represent a fundamental change in the
information set forth in the most recent Prospectus, and (IV) to remove from
registration by means of a post-effective amendment of the Registration
Statement any of the Subject Shares which remain unsold at the
15
Xx. Xxxxxx Xxxxxxxx
September __, 1995
Page 3
termination of the offering which is anticipated to occur on or about July 31,
1997. In such connection, you acknowledge that you, as a Selling Stockholder,
and any broker/dealer that may act on your behalf in connection with the sale of
Subject Shares may be deemed to be "underwriters" within the meaning of Section
2(11) of the Act, and any commission or profit received by a broker/dealer from
the purchase or resale of Subject Shares as principals might be deemed to be
underwriting discounts and commissions under the Act.
7. Conquest shall have the absolute right, in its sole
discretion, to withdraw its offer of sale of the Subject Shares to you at any
time prior to the effectiveness of the Final Prospectus. Any such withdrawal of
our offer shall not however, reduce or otherwise affect the Indebtedness which
you claim is owed to you.
8. In the event the closing of the transaction contemplated
herein does not take place, the parties hereto reserve any rights they may have
one against the other with respect to the Indebtedness or otherwise.
If the foregoing accurately reflects the substance our mutual agreement
and understanding at this time, please so indicate by executing a copy of this
letter in the space provided below.
Very truly yours,
CONQUEST INDUSTRIES, INC.
By: /s/ XXXXX XXXXXX
-------------------------------------
Xxxxx Xxxxxx, Chief Financial Officer
ACCEPTED AND AGREED TO:
/s/ XXXXXX XXXXXXXX
-----------------------------------
XXXXXX XXXXXXXX
Dated: September 13, 1995
16
CONQUEST INDUSTRIES, INC.
0000 X.X. XXXXXXXX XXXXXX
XXXXXX, XXXXX 00000
September 13, 1995
Xx. Xxxx Xxxx
c/x Xxxxxxx Xxxxx & Co., P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: CONQUEST INDUSTRIES, INC.
Dear Xx. Xxxx:
This letter will acknowledge that you have claimed that Conquest
Industries, Inc., a Delaware corporation ("Conquest") and/or certain of its
wholly owned subsidiaries (collectively with Conquest, the "Corporations") are
indebted to you for services rendered and/or pursuant to existing agreements in
the approximate amount of $5,000.00 (the "Indebtedness").
This letter will confirm the offer by Conquest to sell to you an
aggregate of 2,500 shares of common stock of Conquest, $.001 par value per share
(the "Subject Shares"), at a purchase price of $2.00 per share (the "Per Share
Price") in full and final settlement of all claims made by you with respect to
the Indebtedness. You have indicated an interest in purchasing the Subject
Shares from Conquest upon the terms and conditions set forth below.
1. The Subject Shares shall be registered under the Securities
Act of 1933 as amended (the "Act") and, if you accept Conquest's offer to
purchase the Subject Shares (in the manner hereinafter provided), you shall be
included as a Selling Stockholder in the Prospectus forming a part of the
registration statement pursuant to which the Subject Shares shall be registered
under the Act.
2. You shall purchase and pay for all or any portion of the
Subject Shares which you shall elect to purchase, against delivery of stock
certificates evidencing such Subject Shares, an amount equal to the aggregate
number of Subject Shares purchased by you, multiplied by the Per Share Price
(the "Purchase Price") either in cash, or by extinguishing the Indebtedness
which you claim is owed to you which shall equal the Purchase Price of such
Subject Shares. In the event you shall elect to pay the Purchase Price in cash,
the Conquest shall forthwith pay to you an amount equal to the Purchase Price
paid by you, in cancellation of the Indebtedness.
3. Your obligation to purchase all or any portion of the
Subject Shares shall be expressly conditioned upon Conquest delivering to you
either (A) a final Prospectus declared effective by the Securities and Exchange
Commission (the "SEC") pursuant to which your
17
Xx. Xxxx Xxxx
September __, 1995
Page 2
Subject Shares shall have been registered under the Act; or (B) a preliminary
Prospectus which shall be in response to comments from the SEC and which shall
not, in the opinion of securities counsel to the Company, Messrs. Solomon, Xxxxx
& Xxxxxxxxx, be subject to any further amendments prior to effectiveness, which
would otherwise require recirculation of such preliminary Prospectus (either of
the prospectuses referred to in this Paragraph 3 are deemed to be a "Final
Prospectus").
4. You hereby agree, by your execution of this letter, that
unless you have notified Conquest, in writing, within 10 days of receipt of the
Final Prospectus of your election not to Purchase all of the Subject Shares
offered to you hereunder, you shall be deemed to have accepted Conquest's offer,
and pay the Purchase Price for all Subject Shares referred to above, at a
closing which shall be held not later than 30 days following receipt of such
Final Prospectus at the offices of Xxxxxx, Ginsberg, Schlesinger, Xxxxxxxxx &
Xxxxxxx, 000 Xxxxxx Xxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxx 00000. At such closing,
Conquest shall deliver to you stock certificates evidencing your Subject Shares,
and (unless you elect to pay the Purchase Price in cash as aforesaid) you shall
pay the Purchase Price therefor by extinguishing the Indebtedness, in full.
5. Any notice given by you to Conquest shall be deemed to have
been validly given if given by recognized overnight courier service such as
Federal Express or by certified mail, postage prepaid, addressed to Conquest
Industries, Inc., c/x Xxxxxx, Ginsberg, Schlesinger, Xxxxxxxxx & Xxxxxxx, 000
Xxxxxx Xxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxx 00000., Attention: Xxxxx Xxxxxxxxx,
Esq.
6. Both you and Conquest acknowledge that as a Selling
Stockholder, you will be obligated to deliver a current Prospectus on each
occasion that you make sales of the Subject Shares, whether such sales are made
directly by you or through broker/dealers; which Prospectus must indicate the
name of the beneficial owner(s) of the Subject Shares and the aggregate amount
of Subject Shares being offered. Conquest has agreed (I) to file, during any
period in which offers or sales of Subject Shares are being made, a
post-effective amendment to the registration statement on Form-S-1 under the Act
(the "Registration Statement"), (II) to make available a Prospectus to each
Selling Stockholder upon request, (III) to amend such Prospectus from time to
time after the effective date of the Final Prospectus through post-effective
amendments to such Registration Statement to reflect any facts or events which
individually or in the aggregate, represent a fundamental change in the
information set forth in the most recent Prospectus, and (IV) to remove from
registration by means of a post-effective amendment of the Registration
Statement any of the Subject Shares which remain unsold at the termination of
the offering which is anticipated to occur on or about July 31, 1997. In such
18
Xx. Xxxx Xxxx
September __, 1995
Page 3
connection, you acknowledge that you, as a Selling Stockholder, and any
broker/dealer that may act on your behalf in connection with the sale of Subject
Shares may be deemed to be "underwriters" within the meaning of Section 2(11) of
the Act, and any commission or profit received by a broker/dealer from the
purchase or resale of Subject Shares as principals might be deemed to be
underwriting discounts and commissions under the Act.
7. Conquest shall have the absolute right, in its sole
discretion, to withdraw its offer of sale of the Subject Shares to you at any
time prior to the effectiveness of the Final Prospectus. Any such withdrawal of
our offer shall not however, reduce or otherwise affect the Indebtedness which
you claim is owed to you.
8. In the event the closing of the transaction contemplated
herein does not take place, the parties hereto reserve any rights they may have
one against the other with respect to the Indebtedness or otherwise.
If the foregoing accurately reflects the substance our mutual agreement
and understanding at this time, please so indicate by executing a copy of this
letter in the space provided below.
Very truly yours,
CONQUEST INDUSTRIES, INC.
By: /s/ XXXXX XXXXXX
-------------------------------------
Xxxxx Xxxxxx, Chief Financial Officer
ACCEPTED AND AGREED TO:
/s/ XXXX XXXX
-----------------------------------
XXXX XXXX
Dated: September 13, 1995
19
CONQUEST INDUSTRIES, INC.
0000 X.X. XXXXXXXX XXXXXX
XXXXXX, XXXXX 00000
June 30, 0000
Xxx Xxxxxxxxxx & Co., Inc.
000 Xxx Xxxxxxx Xxxx
Xxxxx 000
Xxxxxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, C.F.O.
RE: CONQUEST INDUSTRIES, INC.
Dear Xx. Xxxxxxx:
This letter will acknowledge that you have claimed that Conquest
Industries, Inc., a Delaware corporation ("Conquest") and/or certain of its
wholly owned subsidiaries (collectively with Conquest, the "Corporations") are
indebted to you for services rendered and/or pursuant to existing agreements in
the approximate amount of $108,000.00 (the "Indebtedness") as evidenced by
paragraph 5 of a certain letter between you and Conquest dated June 20, 1994 and
attached hereto as Exhibit "A" (the "Letter Agreement").
This letter will confirm the offer by Conquest to sell to you an
aggregate of 75,000 shares of common stock of Conquest, $.001 par value per
share (the "Subject Shares"), at a purchase price of $2.00 per share (the "Per
Share Price") in full and final settlement of all claims made by you with
respect to the Indebtedness. You have indicated an interest in purchasing the
Subject Shares from Conquest upon the terms and conditions set forth below.
1. The Subject Shares shall be registered under the Securities
Act of 1933 as amended (the "Act") and, if you accept Conquest's offer to
purchase the Subject Shares (in the manner hereinafter provided), you shall be
included as a Selling Stockholder in the Prospectus forming a part of the
registration statement pursuant to which the Subject Shares shall be registered
under the Act.
2. You shall purchase and pay for all or any portion of the
Subject Shares which you shall elect to purchase, against delivery of stock
certificates evidencing such Subject Shares, an amount equal to the aggregate
number of Subject Shares purchased by you, multiplied by the Per Share Price
(the "Purchase Price") either in cash, or by extinguishing the Indebtedness
which you claim is owed to you which shall equal the Purchase Price of such
Subject Shares. In the event you shall elect to pay the Purchase Price in cash,
Conquest shall forthwith pay to you an amount equal to the Purchase Price paid
by you, in cancellation of the Indebtedness.
20
Xxx Xxxxxxxxxx & Co., Inc
June 30, 1995
Page 2
3. Your obligation to purchase all or any portion of the
Subject Shares shall be expressly conditioned upon Conquest delivering to you
either (A) a final Prospectus declared effective by the Securities and Exchange
Commission (the "SEC") pursuant to which your Subject Shares shall have been
registered under the Act; or (B) a preliminary Prospectus which shall be in
response to comments from the SEC and which shall not, in the opinion of
securities counsel to the Company, Messrs. Solomon, Xxxxx & Xxxxxxxxx, be
subject to any further amendments prior to effectiveness, which would otherwise
require recirculation of such preliminary Prospectus (either of the prospectuses
referred to in this Paragraph 3 are deemed to be a "Final Prospectus").
4. You hereby agree, by your execution of this letter, that
unless you have notified Conquest, in writing, within 10 days of receipt of the
Final Prospectus of your election not to Purchase all of the Subject Shares
offered to you hereunder, you shall be deemed to have accepted Conquest's offer,
and pay the Purchase Price for all Subject Shares referred to above, at a
closing which shall be held not later than 30 days following receipt of such
Final Prospectus at the offices of Xxxxxx, Ginsberg, Schlesinger, Xxxxxxxxx &
Xxxxxxx, 000 Xxxxxx Xxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxx 00000. At such closing,
Conquest shall deliver to you stock certificates evidencing your Subject Shares,
and (unless you elect to pay the Purchase Price in cash as aforesaid) you shall
pay the Purchase Price therefor by extinguishing the Indebtedness, in full.
5. Any notice given by you to Conquest shall be deemed to have
been validly given if given by recognized overnight courier service such as
Federal Express or by certified mail, postage prepaid, addressed to Conquest
Industries, Inc., c/x Xxxxxx, Ginsberg, Schlesinger, Xxxxxxxxx & Xxxxxxx, 000
Xxxxxx Xxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxx 00000., Attention: Xxxxx Xxxxxxxxx,
Esq.
6. Both you and Conquest acknowledge that as a Selling
Stockholder, you will be obligated to deliver a current Prospectus on each
occasion that you make sales of the Subject Shares, whether such sales are made
directly by you or through broker/dealers; which Prospectus must indicate the
name of the beneficial owner(s) of the Subject Shares and the aggregate amount
of Subject Shares being offered. Conquest has agreed (I) to file, during any
period in which offers or sales of Subject Shares are being made, a
post-effective amendment to the registration statement on Form-S-1 under the Act
(the "Registration Statement"), (II) to make available a Prospectus to each
Selling Stockholder upon request, (III) to amend such Prospectus from time to
time after the effective date of the Final Prospectus through post-effective
amendments to such Registration Statement to reflect any facts or events which
individually or in the aggregate, represent a fundamental change in the
information set forth in
21
Xxx Xxxxxxxxxx & Co., Inc
June 30, 1995
Page 3
the most recent Prospectus, and (IV) to remove from registration by means of a
post-effective amendment of the Registration Statement any of the Subject Shares
which remain unsold at the termination of the offering which is anticipated to
occur on or about May 31, 1997. In such connection, you acknowledge that you, as
a Selling Stockholder, and any broker/dealer that may act on your behalf in
connection with the sale of Subject Shares may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Act, and any commission or profit
received by a broker/dealer from the purchase or resale of Subject Shares as
principals might be deemed to be underwriting discounts and commissions under
the Act.
7. Conquest shall have the absolute right, in its sole
discretion, to withdraw its offer of sale of the Subject Shares to you at any
time prior to the effectiveness of the Final Prospectus. Any such withdrawal of
our offer shall not however, reduce or otherwise affect the Indebtedness which
you claim is owed to you.
8. In the event the closing of the transaction contemplated
herein does not take place, the parties hereto reserve any rights they may have
one against the other with respect to the Indebtedness or otherwise.
If the foregoing accurately reflects the substance our mutual agreement
and understanding at this time, please so indicate by executing a copy of this
letter in the space provided below.
Very truly yours,
CONQUEST INDUSTRIES, INC.
By: /s/ XXXXX XXXXXX
-------------------------------------
Xxxxx Xxxxxx, Chief Financial Officer
Accepted And Agreed To:
XXX XXXXXXXXXX & CO., INC.
By: /s/ XXXXXXX X. XXXXXXX
---------------------------
Xxxxxxx X. Xxxxxxx, C.F.O.
Dated: June 30, 1995
22
CONQUEST INDUSTRIES, INC.
0000 X.X. XXXXXXXX XXXXXX
XXXXXX, XXXXX 00000
June 30, 1995
Packquisition Corp.
c/o Xxxxxx Xxxxxxx, Esq.
0000 Xxxxxx X
Xxxxxxxx, Xxx Xxxx 00000
RE: CONQUEST INDUSTRIES, INC.
Gentlemen:
This letter will acknowledge that you have claimed that Conquest
Industries, Inc., a Delaware corporation ("Conquest") and/or certain of its
wholly owned subsidiaries (collectively with Conquest, the "Corporations") are
indebted to you for services rendered and/or pursuant to existing agreements in
the approximate aggregate amount of $65,000 (the "Indebtedness").
This letter will confirm the offer by Conquest to sell to you an
aggregate of 32,000 shares of common stock of Conquest, $.001 par value per
share (the "Subject Shares"), at a purchase price of $2.00 per share (the "Per
Share Price") in full and final settlement of all claims made by you with
respect to the Indebtedness. You have indicated an interest in purchasing the
Subject Shares from Conquest upon the terms and conditions set forth below.
1. The Subject Shares shall be registered under the Securities
Act of 1933 as amended (the "Act") and, if you accept Conquest's offer to
purchase the Subject Shares (in the manner hereinafter provided), you shall be
included as a Selling Stockholder in the Prospectus forming a part of the
registration statement pursuant to which the Subject Shares shall be registered
under the Act.
2. You shall purchase and pay for all or any portion of the
Subject Shares which you shall elect to purchase, against delivery of stock
certificates evidencing such Subject Shares, an amount equal to the aggregate
number of Subject Shares purchased by you, multiplied by the Per Share Price
(the "Purchase Price") either in cash, or by extinguishing the Indebtedness
which you claim is owed to you which shall equal the Purchase Price of such
Subject Shares. In the event you shall elect to pay the Purchase Price in cash,
the Conquest shall forthwith pay to you an amount equal to the Purchase Price
paid by you, in cancellation of the Indebtedness.
3. Your obligation to purchase all or any portion of the
Subject Shares shall be expressly conditioned upon Conquest delivering to you
either (A) a final Prospectus declared effective by the Securities and Exchange
Commission (the "SEC") pursuant to which
23
Packquisition Corp.
June 30, 1995
Page 2
your Subject Shares shall have been registered under the Act; or (B) a
preliminary Prospectus which shall be in response to comments from the SEC and
which shall not, in the opinion of securities counsel to the Company, Messrs.
Solomon, Xxxxx & Xxxxxxxxx, be subject to any further amendments prior to
effectiveness, which would otherwise require recirculation of such preliminary
Prospectus (either of the prospectuses referred to in this Paragraph 3 are
deemed to be a "Final Prospectus").
4. You hereby agree, by your execution of this letter, that
unless you have notified Conquest, in writing, within 10 days of receipt of the
Final Prospectus of your election not to Purchase all of the Subject Shares
offered to you hereunder, you shall be deemed to have accepted Conquest's offer,
and pay the Purchase Price for all Subject Shares referred to above, at a
closing which shall be held not later than 30 days following receipt of such
Final Prospectus at the offices of Xxxxxx, Ginsberg, Schlesinger, Xxxxxxxxx &
Xxxxxxx, 000 Xxxxxx Xxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxx 00000. At such closing,
Conquest shall deliver to you stock certificates evidencing your Subject Shares,
and (unless you elect to pay the Purchase Price in cash as aforesaid) you shall
pay the Purchase Price therefor by extinguishing the Indebtedness, in full.
5. Any notice given by you to Conquest shall be deemed to have
been validly given if given by recognized overnight courier service such as
Federal Express or by certified mail, postage prepaid, addressed to Conquest
Industries, Inc., c/x Xxxxxx, Ginsberg, Schlesinger, Xxxxxxxxx & Xxxxxxx, 000
Xxxxxx Xxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx, Esq.
6. Both you and Conquest acknowledge that as a Selling
Stockholder, you will be obligated to deliver a current Prospectus on each
occasion that you make sales of the Subject Shares, whether such sales are made
directly by you or through broker/dealers; which Prospectus must indicate the
name of the beneficial owner(s) of the Subject Shares and the aggregate amount
of Subject Shares being offered. Conquest has agreed (I) to file, during any
period in which offers or sales of Subject Shares are being made, a
post-effective amendment to the registration statement on Form-S-1 under the Act
(the "Registration Statement"), (II) to make available a Prospectus to each
Selling Stockholder upon request, (III) to amend such Prospectus from time
24
Packquisition Corp.
June 30, 1995
Page 3
to time after the effective date of the Final Prospectus through post-effective
amendments to such Registration Statement to reflect any facts or events which
individually or in the aggregate, represent a fundamental change in the
information set forth in the most recent Prospectus, and (IV) to remove from
registration by means of a post-effective amendment of the Registration
Statement any of the Subject Shares which remain unsold at the termination of
the offering which is anticipated to occur on or about July 10, 1997. In such
connection, you acknowledge that you, as a Selling Stockholder, and any
broker/dealer that may act on your behalf in connection with the sale of Subject
Shares may be deemed to be "underwriters" within the meaning of Section 2(11) of
the Act, and any commission or profit received by a broker/dealer from the
purchase or resale of Subject Shares as principals might be deemed to be
underwriting discounts and commissions under the Act.
7. Conquest shall have the absolute right, in its sole
discretion, to withdraw its offer of sale of the Subject Shares to you at any
time prior to the effectiveness of the Final Prospectus. Any such withdrawal of
our offer shall not however, reduce or otherwise affect the Indebtedness which
you claim is owed to you.
8. In the event the closing of the transaction contemplated
herein does not take place, the parties hereto reserve any rights they may have
one against the other with respect to the Indebtedness or otherwise.
25
Packquisition Corp.
June 30, 1995
Page 4
9. At the copy of the transaction contemplated herein, you
shall deliver a Stipulation of Discontinuance with Prejudice discontinuing a
certain action commenced by you against us in the Supreme Court of the State of
New York. New York County in form reasonably acceptable to our counsel.
If the foregoing accurately reflects the substance our mutual agreement
and understanding at this time, please so indicate by executing a copy of this
letter in the space provided below.
Very truly yours,
CONQUEST INDUSTRIES, INC.
By: /s/ XXXXX XXXXXX
-------------------------------------
Xxxxx Xxxxxx, Chief Financial Officer
ACCEPTED AND AGREED TO:
PACKQUISITION CORP.
By:
___________________, (Vice) President
Dated: July 10, 1995
26
CONQUEST INDUSTRIES, INC.
0000 X.X. XXXXXXXX XXXXXX
XXXXXX, XXXXX 00000
June 30, 1995
Xxxxxx Enterprises, Ltd.
00 Xxxxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxx XxXxxx, Vice President
RE: CONQUEST INDUSTRIES, INC.
Dear Xx. XxXxxx
This letter will acknowledge that you have claimed that Conquest
Industries, Inc., a Delaware corporation ("Conquest") and/or certain of its
wholly owned subsidiaries (collectively with Conquest, the "Corporations") are
indebted to you for services rendered and/or pursuant to existing agreements in
the aggregate amount of $2,000.00 (the "Indebtedness").
This letter will confirm the offer by Conquest to sell to you an
aggregate of 1,000 shares of common stock of Conquest, $.001 par value per share
(the "Subject Shares"), at a purchase price of $2.00 per share (the "Per Share
Price") in full and final settlement of all claims made by you with respect to
the Indebtedness. You have indicated an interest in purchasing the Subject
Shares from Conquest upon the terms and conditions set forth below.
1. The Subject Shares shall be registered under the Securities
Act of 1933 as amended (the "Act") and, if you accept Conquest's offer to
purchase the Subject Shares (in the manner hereinafter provided), you shall be
included as a Selling Stockholder in the Prospectus forming a part of the
registration statement pursuant to which the Subject Shares shall be registered
under the Act.
2. You shall purchase and pay for all or any portion of the
Subject Shares which you shall elect to purchase, against delivery of stock
certificates evidencing such Subject Shares, an amount equal to the aggregate
number of Subject Shares purchased by you, multiplied by the Per Share Price
(the "Purchase Price") either in cash, or by extinguishing the Indebtedness
which you claim is owed to you which shall equal the Purchase Price of such
Subject Shares. In the event you shall elect to pay the Purchase Price in cash,
Conquest shall forthwith pay to you an amount equal to the Purchase Price paid
by you, in cancellation of the Indebtedness.
27
Xxxxxx Enterprises, Ltd.
June 30, 1995
Page 2
3. Your obligation to purchase all or any portion of the
Subject Shares shall be expressly conditioned upon Conquest delivering to you
either (A) a final Prospectus declared effective by the Securities and Exchange
Commission (the "SEC") pursuant to which your Subject Shares shall have been
registered under the Act; or (B) a preliminary Prospectus which shall be in
response to comments from the SEC and which shall not, in the opinion of
securities counsel to the Company, Messrs. Solomon, Xxxxx & Xxxxxxxxx, be
subject to any further amendments prior to effectiveness, which would otherwise
require recirculation of such preliminary Prospectus (either of the prospectuses
referred to in this Paragraph 3 are deemed to be a "Final Prospectus").
4. You hereby agree, by your execution of this letter, that
unless you have notified Conquest, in writing, within 10 days of receipt of the
Final Prospectus of your election not to Purchase all of the Subject Shares
offered to you hereunder, you shall be deemed to have accepted Conquest's offer,
and pay the Purchase Price for all Subject Shares referred to above, at a
closing which shall be held not later than 30 days following receipt of such
Final Prospectus at the offices of Xxxxxx, Ginsberg, Schlesinger, Xxxxxxxxx &
Xxxxxxx, 000 Xxxxxx Xxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxx 00000. At such closing,
Conquest shall deliver to you stock certificates evidencing your Subject Shares,
and (unless you elect to pay the Purchase Price in cash as aforesaid) you shall
pay the Purchase Price therefor by extinguishing the Indebtedness, in full.
5. Any notice given by you to Conquest shall be deemed to have
been validly given if given by recognized overnight courier service such as
Federal Express or by certified mail, postage prepaid, addressed to Conquest
Industries, Inc., c/x Xxxxxx, Ginsberg, Schlesinger, Xxxxxxxxx & Xxxxxxx, 000
Xxxxxx Xxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxx 00000., Attention: Xxxxx Xxxxxxxxx,
Esq.
6. Both you and Conquest acknowledge that as a Selling
Stockholder, you will be obligated to deliver a current Prospectus on each
occasion that you make sales of the Subject Shares, whether such sales are made
directly by you or through broker/dealers; which Prospectus must indicate the
name of the beneficial owner(s) of the Subject Shares and the aggregate amount
of Subject Shares being offered. Conquest has agreed (I) to file, during any
period in which offers or sales of Subject Shares are being made, a
post-effective amendment to the registration statement on Form-S-1 under the Act
(the "Registration Statement"), (II) to make available a Prospectus to each
Selling Stockholder upon request, (III) to amend such Prospectus from time to
time after the effective date of the Final Prospectus through post-effective
amendments to such Registration Statement to reflect any facts or events which
28
Xxxxxx Enterprises, Ltd.
June 30, 1995
Page 3
individually or in the aggregate, represent a fundamental change in the
information set forth in the most recent Prospectus, and (IV) to remove from
registration by means of a post-effective amendment of the Registration
Statement any of the Subject Shares which remain unsold at the termination of
the offering which is anticipated to occur on or about July 10, 1997. In such
connection, you acknowledge that you, as a Selling Stockholder, and any
broker/dealer that may act on your behalf in connection with the sale of Subject
Shares may be deemed to be "underwriters" within the meaning of Section 2(11) of
the Act, and any commission or profit received by a broker/dealer from the
purchase or resale of Subject Shares as principals might be deemed to be
underwriting discounts and commissions under the Act.
7. Conquest shall have the absolute right, in its sole
discretion, to withdraw its offer of sale of the Subject Shares to you at any
time prior to the effectiveness of the Final Prospectus. Any such withdrawal of
our offer shall not however, reduce or otherwise affect the Indebtedness which
you claim is owed to you.
8. In the event the closing of the transaction contemplated
herein does not take place, the parties hereto reserve any rights they may have
one against the other with respect to the Indebtedness or otherwise.
If the foregoing accurately reflects the substance our mutual agreement
and understanding at this time, please so indicate by executing a copy of this
letter in the space provided below.
Very truly yours,
CONQUEST INDUSTRIES, INC.
By: /s/ XXXXX XXXXXX
-------------------------------------
Xxxxx Xxxxxx, Chief Financial Officer
Accepted And Agreed To:
XXXXXX ENTERPRISES, INC.
By: /s/ XXXX XXXXXX
---------------------------
Xxxx XxXxxx, Vice President
Dated: July 5, 1995
29
CONQUEST INDUSTRIES, INC.
0000 X.X. XXXXXXXX XXXXXX
XXXXXX, XXXXX 00000
June 30, 1995
Kronish, Lieb, Weiner & Xxxxxxx, L.L.P.
1114 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxx Xxxxxxxxx, Esq.
RE: CONQUEST INDUSTRIES, INC.
Dear Xx. Xxxxxxxxx:
This letter will acknowledge that you have claimed that Conquest
Industries, Inc., a Delaware corporation ("Conquest") and/or certain of its
wholly owned subsidiaries (collectively with Conquest, the "Corporations") are
indebted to you for services rendered and/or pursuant to existing agreements in
the aggregate amount of $279,597.00 (the "Indebtedness").
This letter will confirm the offer by Conquest to sell to you an
aggregate of 139,798.00 shares of common stock of Conquest, $.001 par value per
share (the "Subject Shares"), at a purchase price of $2.00 per share (the "Per
Share Price") in full and final settlement of all claims made by you with
respect to the Indebtedness. You have indicated an interest in purchasing the
Subject Shares from Conquest upon the terms and conditions set forth below.
1. The Subject Shares shall be registered under the Securities
Act of 1933 as amended (the "Act") and, if you accept Conquest's offer to
purchase the Subject Shares (in the manner hereinafter provided), you shall be
included as a Selling Stockholder in the Prospectus forming a part of the
registration statement pursuant to which the Subject Shares shall be registered
under the Act.
2. You shall purchase and pay for all or any portion of the
Subject Shares which you shall elect to purchase, against delivery of stock
certificates evidencing such Subject Shares, an amount equal to the aggregate
number of Subject Shares purchased by you, multiplied by the Per Share Price
(the "Purchase Price") either in cash, or by extinguishing the Indebtedness
which you claim is owed to you which shall equal the Purchase Price of such
Subject Shares. In the event you shall elect to pay the Purchase Price in cash,
Conquest shall forthwith pay to you an amount equal to the Purchase Price paid
by you, in cancellation of the Indebtedness.
30
Kronish, Lieb, Weiner & Xxxxxxx, L.L.P.
June 30, 1995
Page 2
3. Your obligation to purchase all or any portion of the
Subject Shares shall be expressly conditioned upon Conquest delivering to you
either (A) a final Prospectus declared effective by the Securities and Exchange
Commission (the "SEC") pursuant to which your Subject Shares shall have been
registered under the Act; or (B) a preliminary Prospectus which shall be in
response to comments from the SEC and which shall not, in the opinion of
securities counsel to the Company, Messrs. Solomon, Xxxxx & Xxxxxxxxx, be
subject to any further amendments prior to effectiveness, which would otherwise
require recirculation of such preliminary Prospectus (either of the prospectuses
referred to in this Paragraph 3 are deemed to be a "Final Prospectus").
4. You hereby agree, by your execution of this letter, that
unless you have notified Conquest, in writing, within 10 days of receipt of the
Final Prospectus of your election not to Purchase all of the Subject Shares
offered to you hereunder, you shall be deemed to have accepted Conquest's offer,
and pay the Purchase Price for all Subject Shares referred to above, at a
closing which shall be held not later than 30 days following receipt of such
Final Prospectus at the offices of Xxxxxx, Ginsberg, Schlesinger, Xxxxxxxxx &
Xxxxxxx, 000 Xxxxxx Xxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxx 00000. At such closing,
Conquest shall deliver to you stock certificates evidencing your Subject Shares,
and (unless you elect to pay the Purchase Price in cash as aforesaid) you shall
pay the Purchase Price therefor by extinguishing the Indebtedness, in full.
5. Any notice given by you to Conquest shall be deemed to have
been validly given if given by recognized overnight courier service such as
Federal Express or by certified mail, postage prepaid, addressed to Conquest
Industries, Inc., c/x Xxxxxx, Ginsberg, Schlesinger, Xxxxxxxxx & Xxxxxxx, 000
Xxxxxx Xxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxx 00000., Attention: Xxxxx Xxxxxxxxx,
Esq.
6. Both you and Conquest acknowledge that as a Selling
Stockholder, you will be obligated to deliver a current Prospectus on each
occasion that you make sales of the Subject Shares, whether such sales are made
directly by you or through broker/dealers; which Prospectus must indicate the
name of the beneficial owner(s) of the Subject Shares and the aggregate amount
of Subject Shares being offered. Conquest has agreed (I) to file, during any
period in which offers or sales of Subject Shares are being made, a
post-effective amendment to the registration statement on Form-S-1 under the Act
(the "Registration Statement"), (II) to make available a Prospectus to each
Selling Stockholder upon request, (III) to amend such Prospectus from time to
time after the effective date of the Final Prospectus through post-effective
amendments to such Registration Statement to reflect any facts or events which
31
Kronish, Lieb, Weiner & Xxxxxxx, L.L.P.
June 30, 1995
Page 3
individually or in the aggregate, represent a fundamental change in the
information set forth in the most recent Prospectus, and (IV) to remove from
registration by means of a post-effective amendment of the Registration
Statement any of the Subject Shares which remain unsold at the termination of
the offering which is anticipated to occur on or about July 10, 1997. In such
connection, you acknowledge that you, as a Selling Stockholder, and any
broker/dealer that may act on your behalf in connection with the sale of Subject
Shares may be deemed to be "underwriters" within the meaning of Section 2(11) of
the Act, and any commission or profit received by a broker/dealer from the
purchase or resale of Subject Shares as principals might be deemed to be
underwriting discounts and commissions under the Act.
7. Conquest shall have the absolute right, in its sole
discretion, to withdraw its offer of sale of the Subject Shares to you at any
time prior to the effectiveness of the Final Prospectus. Any such withdrawal of
our offer shall not however, reduce or otherwise affect the Indebtedness which
you claim is owed to you.
8. In the event the closing of the transaction contemplated
herein does not take place, the parties hereto reserve any rights they may have
one against the other with respect to the Indebtedness or otherwise.
If the foregoing accurately reflects the substance our mutual agreement
and understanding at this time, please so indicate by executing a copy of this
letter in the space provided below.
Very truly yours,
CONQUEST INDUSTRIES, INC.
By: /s/ XXXXX XXXXXX
-------------------------------------
Xxxxx Xxxxxx, Chief Financial Officer
Accepted And Agreed To:
KRONISH, LIEB, WEINER & XXXXXXX, L.L.P.
By: /s/ XXXXX XXXXXXXXX
--------------------------
Xxxxx Xxxxxxxxx, Member
Dated: July 5, 1995
32
CONQUEST INDUSTRIES, INC.
0000 X.X. XXXXXXXX XXXXXX
XXXXXX, XXXXX 00000
June 30, 1995
Xxxx Xxxxxxx, Esq.
c/o Scheichet & Xxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: CONQUEST INDUSTRIES, INC.
Dear Xx. Xxxxxxx:
This letter will acknowledge that you have claimed that Conquest
Industries, Inc., a Delaware corporation ("Conquest") and/or certain of its
wholly owned subsidiaries (collectively with Conquest, the "Corporations") are
indebted to you for services rendered and/or pursuant to existing agreements in
the aggregate amount of $31,000 (the "Indebtedness").
This letter will confirm the offer by Conquest to sell to you an
aggregate of 15,500 shares of common stock of Conquest, $.001 par value per
share (the "Subject Shares"), at a purchase price of $2.00 per share (the "Per
Share Price") in full and final settlement of all claims made by you with
respect to the Indebtedness. You have indicated an interest in purchasing the
Subject Shares from Conquest upon the terms and conditions set forth below.
1. The Subject Shares shall be registered under the Securities
Act of 1933 as amended (the "Act") and, if you accept Conquest's offer to
purchase the Subject Shares (in the manner hereinafter provided), you shall be
included as a Selling Stockholder in the Prospectus forming a part of the
registration statement pursuant to which the Subject Shares shall be registered
under the Act.
2. You shall purchase and pay for all or any portion of the
Subject Shares which you shall elect to purchase, against delivery of stock
certificates evidencing such Subject Shares, an amount equal to the aggregate
number of Subject Shares purchased by you, multiplied by the Per Share Price
(the "Purchase Price") either in cash, or by extinguishing the Indebtedness
which you claim is owed to you which shall equal the Purchase Price of such
Subject Shares. In the event you shall elect to pay the Purchase Price in cash,
the Conquest shall forthwith pay to you an amount equal to the Purchase Price
paid by you, in cancellation of the Indebtedness.
33
Xxxx Xxxxxxx, Esq.
June 30, 1995
Page 2
3. Your obligation to purchase all or any portion of the
Subject Shares shall be expressly conditioned upon Conquest delivering to you
either (A) a final Prospectus declared effective by the Securities and Exchange
Commission (the "SEC") pursuant to which your Subject Shares shall have been
registered under the Act; or (B) a preliminary Prospectus which shall be in
response to comments from the SEC and which shall not, in the opinion of
securities counsel to the Company, Messrs. Solomon, Xxxxx & Xxxxxxxxx, be
subject to any further amendments prior to effectiveness, which would otherwise
require recirculation of such preliminary Prospectus (either of the prospectuses
referred to in this Paragraph 3 are deemed to be a "Final Prospectus"). Conquest
agrees that it shall deliver copies of all Post effective amendments to you.
4. You hereby agree, by your execution of this letter, that
unless you have notified Conquest, in writing, within 10 days of receipt of the
Final Prospectus of your election not to Purchase all of the Subject Shares
offered to you hereunder, you shall be deemed to have accepted Conquest's offer,
and pay the Purchase Price for all Subject Shares referred to above, at a
closing which shall be held not later than 30 days following receipt of such
Final Prospectus at the offices of Xxxxxx, Ginsberg, Schlesinger, Xxxxxxxxx &
Xxxxxxx, 000 Xxxxxx Xxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxx 00000. At such closing,
Conquest shall deliver to you stock certificates evidencing your Subject Shares,
and (unless you elect to pay the Purchase Price in cash as aforesaid) you shall
pay the Purchase Price therefor by extinguishing the Indebtedness, in full.
5. Any notice given by you to Conquest shall be deemed to have
been validly given if given by recognized overnight courier service such as
Federal Express or by certified mail, postage prepaid, addressed to Conquest
Industries, Inc., c/x Xxxxxx, Ginsberg, Schlesinger, Xxxxxxxxx & Xxxxxxx, 000
Xxxxxx Xxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx, Esq.
Any notice given by Conquest to you shall be deemed to have been validly given
if given by recognized overnight courier service such as Federal Express or by
certified mail, postage prepaid addressed to Xxxx Xxxxxxx, x/x Xxxxxxxxx &
Xxxxx, P.C., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
6. Both you and Conquest acknowledge that as a Selling
Stockholder, you will be obligated to deliver a current Prospectus on each
occasion that you make sales of the Subject Shares, whether such sales are made
directly by you or through broker/dealers; which Prospectus must indicate the
name of the beneficial owner(s) of the Subject Shares and the aggregate amount
of Subject Shares being offered. Conquest has agreed (I) to file, during any
period in which offers or sales of Subject Shares are being made, a
post-effective amendment
34
Xxxx Xxxxxxx, Esq.
June 30, 1995
Page 3
to the registration statement on Form-S-1 under the Act (the "Registration
Statement"), (II) to make available a Prospectus to each Selling Stockholder
upon request, (III) to amend such Prospectus from time to time after the
effective date of the Final Prospectus through post-effective amendments to such
Registration Statement to reflect any facts or events which individually or in
the aggregate, represent a fundamental change in the information set forth in
the most recent Prospectus, and (IV) to remove from registration by means of a
post-effective amendment of the Registration Statement any of the Subject Shares
which remain unsold at the termination of the offering which is anticipated to
occur on or about July 10, 1997. In such connection, you acknowledge that you,
as a Selling Stockholder, and any broker/dealer that may act on your behalf in
connection with the sale of Subject Shares may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Act, and any commission or profit
received by a broker/dealer from the purchase or resale of Subject Shares as
principals might be deemed to be underwriting discounts and commissions under
the Act.
7. The parties hereto shall have their absolute right, in their
sole discretion, to withdraw its offer of sale of the Subject Shares to you at
any time prior to the effectiveness of the Final Prospectus. Any such withdrawal
of our offer shall not however, reduce or otherwise affect the Indebtedness
which you claim is owed to you.
8. In the event the closing of the transaction contemplated
herein does not take place, the parties hereto reserve any rights they may have
one against the other with respect to the Indebtedness or otherwise.
9. At the closing of the transaction contemplated herein, you
shall deliver a Stipulation of Discontinuance with Prejudice discontinuing a
certain action commenced by you in the Supreme Court of the State of New York.
New York County in form reasonably acceptable to our counsel. In addition, the
parties shall exchange reciprocal general releases at the closing of the
transaction contemplated herein.
10. Conquest agrees to indemnify and hold Gasarch harmless from
and against all claims and liabilities including reasonable counsel fees and
disbursements arising out of any statement of material fact or omission of a
statement of material fact contained in the Prospectus, other than those
relating directly to you and disclosure of which you are responsible for. You
agree to indemnify and hold Conquest harmless from and against any and all
claims and liabilities arising out of any statement of material fact or omission
of a statement of a material fact made by you.
35
Xxxx Xxxxxxx, Esq.
June 30, 1995
Page 4
If the foregoing accurately reflects the substance our mutual agreement
and understanding at this time, please so indicate by executing a copy of this
letter in the space provided below.
Very truly yours,
CONQUEST INDUSTRIES, INC.
By: /s/ XXXXX XXXXXX
-------------------------------------
Xxxxx Xxxxxx, Chief Financial Officer
ACCEPTED AND AGREED TO:
/s/ XXXX XXXXXXX
------------------------
Xxxx Xxxxxxx
Dated: July 5, 1995
APPROVED:
/s/ XXXXXXX X. XXXXX
-----------------------------
Xxxxxxx X. Xxxxx
ATTORNEY FOR XXXX XXXXXXX
36
CONQUEST INDUSTRIES, INC.
0000 X.X. XXXXXXXX XXXXXX
XXXXXX, XXXXX 00000
July 12, 1995
H.D. Xxxxx & Company
00 Xxxxxx Xxxx Xxxx
Xxxxx 000
Xxx Xxxx, Xxx Xxxx 10021
Attention: Xx. Xxxxxx Xxxxx
RE: CONQUEST INDUSTRIES, INC.
Dear Xx. Xxxxx:
This letter will acknowledge that you have claimed that Conquest
Industries, Inc., a Delaware corporation ("Conquest") and/or certain of its
wholly owned subsidiaries (collectively with Conquest, the "Corporations") are
indebted to you for services rendered and/or pursuant to existing agreements in
the aggregate amount of $25,000.00 (the "Indebtedness").
This letter will confirm the offer by Conquest to sell to you an
aggregate of 12,500.00 shares of common stock of Conquest, $.001 par value per
share (the "Subject Shares"), at a purchase price of $2.00 per share (the "Per
Share Price") in full and final settlement of all claims made by you with
respect to the Indebtedness. You have indicated an interest in purchasing the
Subject Shares from Conquest upon the terms and conditions set forth below.
1. The Subject Shares shall be registered under the Securities
Act of 1933 as amended (the "Act") and under any applicable New York State "Blue
Sky" laws )the "Blue Sky") and, if you accept Conquest's offer to purchase the
Subject Shares (in the manner hereinafter provided), you shall be included as a
Selling Stockholder in the Prospectus forming a part of the registration
statement pursuant to which the Subject Shares shall be registered under the
Act.
37
H.D. Xxxxx & Company
July 12, 1995
Page 2
2. You shall purchase and pay for all or any portion of the
Subject Shares which you shall elect to purchase, against delivery of stock
certificates evidencing such Subject Shares, an amount equal to the aggregate
number of Subject Shares purchased by you, multiplied by the Per Share Price
(the "Purchase Price") either in cash, or by extinguishing the Indebtedness
which you claim is owed to you which shall equal the Purchase Price of such
Subject Shares. In the event you shall elect to pay the Purchase Price in cash,
Conquest shall forthwith pay to you an amount equal to the Purchase Price paid
by you, in cancellation of the Indebtedness.
3. Your obligation to purchase all or any portion of the
Subject Shares shall be expressly conditioned upon Conquest delivering to you a
final Prospectus declared effective by the Securities and Exchange Commission
(the "SEC") pursuant to which your Subject Shares shall have been registered
under the Act (the "Final Prospectus").
4. You hereby agree, by your execution of this letter, that
unless you have notified Conquest, in writing, within 10 days of receipt of the
Final Prospectus of your election not to Purchase all of the Subject Shares
offered to you hereunder or unless the SEC issues a stop order or otherwise
suspends or terminates the effectiveness of the registration of the subject
shares, you shall be deemed to have accepted Conquest's offer, and pay the
Purchase Price for all Subject Shares referred to above, at a closing which
shall be held not later than 30 days following receipt of such Final Prospectus
(unless adjourned by the consent of the parties hereto) at the offices of
Xxxxxx, Ginsberg, Schlesinger, Xxxxxxxxx & Xxxxxxx, 000 Xxxxxx Xxxx Xxxxx,
Xxxxxx Xxxx, Xxx Xxxx 00000. At such closing, Conquest shall deliver to you
stock certificates evidencing your Subject Shares, and (unless you elect to pay
the Purchase Price in cash as aforesaid) you shall pay the Purchase Price
therefor by extinguishing the Indebtedness, in full.
5. Notwithstanding the foregoing, if the Registration Statement
(as defined below) is not declared effective by the SEC within sixty (60) days
of the date hereof (which Registration Statement shall include the Subject
Shares), then at your option, in lieu of the 12,500 shares described above,
Conquest shall sell to you, at the closing referred to in paragraph 4 above
(which shall, however, be held within fifteen (15) days following the expiration
of the sixty (60) day period referred to above), an aggregate of 25,000 shares
of common stock of
38
H.D. Xxxxx & Company
July 12, 1995
Page 3
Conquest, $.001 par value per share, at a purchase price of $1.00 per share
(which shall, for all purposes of this Agreement, be deemed the "Per Share
Price"). The Purchase Price for such 25,000 shares shall be payable in the same
manner as described above (either in cash or by cancellation of the
Indebtedness). You agree that you will have no registration rights with respect
to such 25,000 Shares.
6. Any notice given by you to Conquest shall be deemed to have
been validly given if given by recognized overnight courier service such as
Federal Express or by certified mail, postage prepaid, addressed to Conquest
Industries, Inc., c/x Xxxxxx, Ginsberg, Schlesinger, Xxxxxxxxx & Xxxxxxx, 000
Xxxxxx Xxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxx 00000., Attention: Xxxxx Xxxxxxxxx,
Esq. Any notice given by Conquest to you shall be deemed to have been given by
recognized overnight courier service such as Federal Express or by certified
mail, postage prepaid addressed to H.D. Xxxxx & Company, 00 Xxxxxx Xxxx Xxxx,
Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000.
7. Both you and Conquest acknowledge that if the Subject Shares
are included in the Registration Statement you will be obligated to deliver a
current Prospectus on each occasion that you make sales of the Subject Shares,
whether such sales are made directly by you or through broker/dealers; which
Prospectus must indicate the name of the beneficial owner(s) of the Subject
Shares and the aggregate amount of Subject Shares being offered. Conquest agrees
(I) to file, during any period in which offers or sales of Subject Shares are
being made, any post-effective amendments to the registration statement on
Form-S-1 under the Act (the "Registration Statement"), (II) to make available a
Prospectus to each Selling Stockholder upon request, (III) to amend such
Prospectus from time to time after the effective date of the Final Prospectus
through post-effective amendments to such Registration Statement to reflect any
facts or events which individually or in the aggregate, represent a fundamental
change in the information set forth in the most recent Prospectus, and (IV) to
remove from registration by means of a post-effective amendment of the
Registration Statement any of the Subject Shares which remain unsold at the
termination of the offering which is anticipated to occur on or about July 10,
1997. In such connection, you acknowledge that you, as a Selling Stockholder,
and any broker/dealer that may act on your behalf in connection with the sale of
Subject Shares may be deemed to be "underwriters" within the meaning of Section
2(11) of the Act, and any
39
H.D. Xxxxx & Company
July 12, 1995
Page 4
commission or profit received by a broker/dealer from the purchase or resale of
Subject Shares as principals might be deemed to be underwriting discounts and
commissions under the Act.
8. In the event the closing of the transaction contemplated
herein does not take place, the parties hereto reserve any rights they may have
one against the other with respect to the Indebtedness or otherwise. The parties
intend this letter to constitute a binding legal agreement.
If the foregoing accurately reflects the substance our mutual agreement
and understanding at this time, please so indicate by executing a copy of this
letter in the space provided below.
Very truly yours,
CONQUEST INDUSTRIES, INC.
By: /s/ XXXXX XXXXXX
-------------------------------------
Xxxxx Xxxxxx, Chief Financial Officer
Accepted And Agreed To:
H.D. Xxxxx & Company
By: /s/ XXXXXX XXXXX
----------------------------
Xxxxxx Xxxxx, President
Dated: July 18, 1995
