Exhibit 10.100
P.E.T. MANAGEMENT OF QUEENS, LLC
c/o Premier P.E.T. Imaging International, Inc.
0000 X.X. Xxxx Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
May 27, 0000
Xxxxxx Xxxxxxxx, Trustee
Xxxxxxx Xxxxxxxxx Grantor Trust
Xxxxx Xxxxxxxx Grantor Trust
Xxxxx Xxxxx Grantor Trust
0000 00xx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Dear Xx. Xxxxxxxx:
Reference is made to the Subscription Agreements between P.E.T.
Management of Queens, LLC (the "LLC") and the Xxxxxxx Xxxxxxxxx Grantor Trust,
Xxxxx Xxxxxxxx Grantor Trust, and Xxxxx Xxxxx Grantor Trust (collectively, the
"Trusts"), each dated June 3, 2004 (the "Subscription Agreements'). Reference is
also made to the letter agreement dated April 26, 2004 between Premier P.E.T.
Imaging International, Inc. ("Premier") and the Trusts and the letter agreement
dated April 26, 2004 between The Sagemark Companies Ltd. ("Sagemark") and the
Trusts (collectively, the "Ancillary Agreements").
Effective as of the date hereof, this shall confirm that, subject to
the terms hereof, the LLC, the Trusts and Sagemark have mutually agreed to
terminate the Subscription Agreements and the Ancillary Agreements, and all
rights and obligations of the parties thereto in connection therewith (except
for the LLC's obligation to return, via wire transfer to the Trusts, the
aggregate sum of $250,000 held by Xxxxxx L, Xxxxxxx, Esq. (the "Escrow Agent"),
which amount is and has been held in escrow pursuant to the Subscription
Agreements). This will further confirm that, within one business day following
receipt by our counsel, Xxxxxx X. Xxxxxxx, Esq. at 00 Xxxx Xxxxx Xxxx, Xxxxxxx,
Xxx Xxxx 00000, of a copy of this letter executed by you on behalf of the
Trusts, we will cause the Escrow Agent to wire transfer to the Trusts the
following amounts set forth opposite their names below, from the escrow
maintained by the Escrow Agent pursuant to the Subscription Agreements:
Xxxxxxx Xxxxxxxxx Grantor Trust - $83,334
Xxxxx Xxxxxxxx Grantor Trust - $83,333
Xxxxx Xxxxx Grantor Trust - $83,333
In consideration of our mutual agreement set forth herein to terminate
the Subscription Agreements and Ancillary Agreements, Sagemark shall issue to
the Trusts an aggregate of 50,000 unregistered shares of the common stock of
Sagemark (the "Shares"), in the number of such shares set forth below opposite
the name of each of the Trusts:
Xxxxxxx Xxxxxxxxx Grantor Trust - 16,667 shares
Xxxxx Xxxxxxxx Grantor Trust - 16,667 shares
Xxxxx Xxxxx Grantor Trust - 16,666 shares
Within two business days following Xx. Xxxxxxx'x receipt of this letter
agreement executed by you on behalf of the Trusts, Sagemark and its counsel will
issue to Sagemark's transfer agent a letter of instructions with respect to the
issuance of the Shares, together with the required opinion of counsel in
connection therewith. The transfer agent will be instructed to deliver the
certificates for the Shares to you on behalf of the Trusts. As a condition to
the issuance of the Shares, each of the Trusts will deliver to Sagemark, c/o
Xxxxxx X. Xxxxxxx, Esq., 00 Xxxx Xxxxx Xxxx, Xxxxxxx, Xxx Xxxx 00000, an
investment letter in the form annexed hereto as Exhibit A.
You hereby confirm to us by your execution of this letter agreement,
your authority to execute this letter agreement on behalf of the Trusts. The
parties hereto mutually agree to execute any other document or instrument
reasonably requested of such party in order to effectuate this letter agreement
and the covenants contained herein.
Lastly, this shall confirm that, upon the receipt by the Trusts of the
funds set forth above and the stock certificates for the Shares, there will be
no further rights or obligations between the LLC, Premier and Sagemark, on the
one hand, and the Trusts, on the other hand, under or in connection with the
Subscription Agreements or the Ancillary Agreements.
If the foregoing accurately sets forth our agreement with respect to
the matters set forth herein, kindly execute a copy of this letter agreement on
behalf of the Trusts in the space provided below and return the same as soon as
possible to Xxxxxx X. Xxxxxxx, Esq. at his address set forth herein. Very truly
yours,
P.E.T. MANAGEMENT OF QUEENS, LLC
By: /s/ XXXXXXX X. XXXXXXXX
-------------------------------------
Xxxxxxx X. Xxxxxxxx, Manager
THE SAGEMARK COMPANIES LTD.
By: /s/ XXXXXXXX X. XXXXXXX
-------------------------------------
Xxxxxxxx X. Xxxxxxx, President and
Chief Executive Officer
AGREED TO AND ACCEPTED
THIS 9TH XXXX OF JUNE 2005
Xxxxxxx Xxxxxxxxx Grantor Trust
Xxxxx Xxxxxxxx Grantor Trust
Xxxxx Xxxxx Grantor Trust
By: /s/ XXXXXX XXXXXXXX
----------------------------------
Xxxxxx Xxxxxxxx, Trustee
EXHIBIT A
---------
INVESTMENT REPRESENTATION LETTER
--------------------------------
In connection with the issuance to the undersigned of _______ shares
(the "Shares") of the common stock of The Sagemark Companies Ltd. (the
"Company"), the undersigned hereby represents to the Company the following:
1. The undersigned is aware of the Company''s business affairs
and financial condition and has acquired sufficient information about the
Company to reach an informed and knowledgeable decision to acquire the Shares.
The undersigned understands that it is investing in a business which is subject
to certain risks and uncertainties. The undersigned has such knowledge and
experience in financial and business matters that it is capable of evaluating
the merits and risks of its acquisition of the Shares. The undersigned has
received all information concerning the Company as it considered necessary or
appropriate for deciding whether to acquire the Shares and the undersigned has
had the opportunity to ask questions and receive answers from the Company
regarding the terms and conditions of its purchase of the Shares and the
business, financial affairs and all other aspects of the Company''s business.
The undersigned has had the further opportunity to obtain any information which
it deemed necessary to evaluate its investment in the Shares and to verify the
accuracy of the information otherwise provided to it by the Company.
2. The undersigned acquired the Shares solely for investment and
not with a view to the sale or distribution thereof, solely for its own account
and not on behalf of others. The undersigned has not granted any other person
any interest in or right or option to purchase any or all of the Shares. The
undersigned is aware that the Shares are restricted securities within the
meaning of Rule 144 under the Securities Act of 1933, as amended (the
""Securities Act"") and may not be sold or otherwise transferred, other than
pursuant to an effective registration statement or an exemption from
registration under such Act. The undersigned has been advised by counsel as to
the meaning of these restrictions.
3. The undersigned will not transfer the Shares except in
compliance with all applicable Federal and state securities laws, rules and
regulations.
Dated: June 9, 2005
WITNESS:
/s/ XXXXX XXXXX By: /s/ XXXXXX XXXXXXXX
------------------------------- --------------------------------
Xxxxxx Xxxxxxxx, Trustee
