Exhibit 3.
AGREEMENT
THIS AGREEMENT made this 12th day of December, 2001 by and between
NEW SKY COMMUNICATIONS, INC., a publicly-traded New York corporation with
offices at 731 Powers Building, 00 Xxxx Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx
00000 (hereinafter referred to as "New Sky") and XXXXXXX X. XXXXXXXX,
XXXX X. XXXXXXXX and XXXX XXXXXX (hereinafter referred to individually
and collectively as "Creditors").
WHEREAS, New Sky owes amounts to Creditors, as set forth in Schedule
A annexed hereto and made a part hereof, and is desirous of exchanging
such debt for equity in New Sky and Creditors are desirous of making such
exchange;
NOW THEREFORE the parties hereto covenant and agree as follows:
1) New Sky Communications, Inc. agrees to exchange the debt it owes
the Creditors for unregistered, restricted common shares of New Sky`s
stock with a par value of $.02. The outstanding debt of each Creditor and
the number of shares exchanged therefor, is set forth in Schedule A
annexed hereto and made a part hereof.
2) Creditors warrant that each holds the debt set forth in Schedule A
and that there exist no liens, encumbrances or restrictions upon the debt
that would affect or impair such exchange of debt for shares of New Sky.
3) New Sky warrants that it owes the debt set forth in Schedule A
warrants to Creditors that it is fully authorized and empowered to issue
the shares granted herein in exchange for the debt and there exist no
liens, encumbrances or restrictions on the stock, other than as required
by law, issued hereunder. If, for any reason, the exchange for stock for
debt is determined or deemed not effective, improper, or is canceled for
any reason, then the debt owed by New Sky to the Creditors shall be
reinstated without offset.
4) At no time, without the prior written approval of New Sky, shall
any party hereto disclose the business methods, plans or any other
informational reasonably deemed to be confidential regarding the business
of New Sky to any third party, unless required by legal or regulatory
mandate.
5) New Sky shall seek registration of the shares herein granted, to
the best of its ability. At any time New Sky shall undertake to register
other common shares of the company in connection with any secondary
offering, or private placement of shares, New Sky shall seek, to the best
of its ability, to include registration of the shares herein granted in
such registration.
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6) No party hereto, nor its officers, directors employees or agents,
shall be liable for any act or omission performed or omitted in good
faith. Nothing herein shall place any party in the relationship of
principal, agent, master and servant, partners, joint venturers or
employer and employee of any other party and no party shall have the
authority, express or implied, or represent themselves as having the
authority to make binding contracts for the other or to bind or obligate
the other in any way. No party hereto shall assume any liabilities of any
other party, except as set forth herein, and each party agrees to
indemnify and hold the other parties, its officers, directors, employees
and agents harmless from any manner of claim, action, or liability past,
present or future not directly related to this Agreement.
6) This Agreement shall be construed under the laws of the State of
New York and the Supreme Court of the State of New York in Monroe County
shall be deemed the sole and exclusive convenient forum for the
resolution of disputes under this Agreement.
7) This Agreement may be amended in writing only and shall be binding
upon and inure to the benefit of the heirs, successors and assigns of the
parties.
NEW SKY COMMUNICATIONS, INC.
SEAL
By: /S/ E. XXXXXXX XXXXXX
-------------------------
President
/S/ XXXXXXX X. XXXXXXXX
-------------------------
Xxxxxxx X. XxXxxxxx
/S/ XXXX X. XXXXXXXX
-------------------------
Xxxx X. Xxxxxxxx
/S/ XXXX XXXXXX
------------------------
Xxxx Xxxxxx
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SCHEDULE A
DEBT EXCHANGE
PARTY DEBT OWED SHARES EXCHANGED
----- --------- ----------------
Xxxxxxx X. XxXxxxxx $ 87,610.00 (direct) 87,610
000 Xxxx Xxxxxx $ 80,750.00 (Movieplace) 161,500
Xxxxxxxxx, XX 00000
Xxxx X. Xxxxxxxx $235,000.00 (direct) 235,000
731 Powers Building $ 83,000.00 (Movieplace) 166,000
00 Xxxx Xxxx Xxxxxx
Xxxxxxxxx, XX 00000
Xxxx Xxxxxx $ 25,000.00 (Movieplace) 50,000
