EXHIBIT 10.43
[XxxxxxXxxxx.xxx letterhead]
June 7, 2000
Pacific Stock Transfer Company
Suite 218
0000 X. Xxxxxxx Xxxx
Xxx Xxxxx, XX 00000
Ladies and Gentlemen:
XxxxxxXxxxx.xxx, a Nevada corporation (the "Company"), and XxXxxxx.xxx, a
California corporation ("XxXxxxx.xxx"), have entered into that certain Asset
Purchase Agreement dated as of June 6, 2000 ("Purchase Agreement") providing for
the issuance of shares of Common Stock, par value $0.0001 per share, of the
Company to OnRadio in consideration for the transfer and assignment by OnRadio
to the Company of certain assets. In connection with the transactions
contemplated under the Asset Purchase Agreement, you are irrevocably authorized
and instructed hereby to do as follows:
1. Issue and register in the name of XxXxxxx.xxx a certificate representing
450,000 shares of Common Stock and deliver such certificate to XxXxxxx.xxx at
the following address:
0000 Xxxxx Xxxxx Xxxx
Xxxxx 000
Xxxxxx Xxxxxx, XX 00000
Attention: President
2. Issue and register in the name of XxXxxxx.xxx a certificate representing
750,000 shares of Common Stock (the "Escrow Shares") and deliver such
certificate by overnight courier to:
Business and Escrow Service Center
0000 Xxxxx Xxx, Xxxxx 000
Xxx Xxxx, XX 00000
(Business and Escrow Service Center is referred to in this letter as "Escrow
Agent.")
3. Finally, you are irrevocably authorized and instructed hereby to issue and
register in the name of XxXxxxx.xxx a certificate representing 450,000 shares
of Common Stock (the "Holdback Shares") and to deliver by overnight courier
such certificate to the Escrow Agent at the address set forth above.
4. Under the terms of the Purchase Agreement, the Escrow Shares are to be
released to XxXxxxx.xxx in one or more closings beginning on or about the 5th
business day of each month commencing in July 2000 through and including
September 2000 (each, a "Closing"). In connection with each Closing, the
Escrow Agent will deliver to you the original certificate representing the
Escrow Shares then in escrow, together with an original letter of instruction
from the Company in the form attached as EXHIBIT A ("Closing Transfer
Instruction"). Upon receipt of Closing Transfer Instructions, you are
irrevocably authorized and instructed to effect the stock transfers referred
to therein.
5. Until such time as you are advised by the Company otherwise, all
certificates issued and registered in the name of XxXxxxx.xxx pursuant to
these irrevocable transfer agent instructions shall bear the following
legends:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS
OF ANY STATE AND WERE OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM
THE REGISTRATION REQUIREMENT OF THE ACT AND SUCH LAWS. THESE SECURITIES
HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR
ENDORSED THE MERITS OF THESE SECURITIES. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY
REGISTERED UNDER THE ACT, AND/OR THE LAWS OF CERTAIN STATES, OR UNLESS
AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE HOLDER HAS
PROVIDED THE COMPANY WITH A LEGAL OPINION ACCEPTABLE TO THE COMPANY TO
THAT EFFECT.
THESE SECURITIES ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET
FORTH IN THAT CERTAIN INVESTOR RIGHTS AGREEMENT BETWEEN THE HOLDER AND
THE COMPANY, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE
SECRETARY OF THE COMPANY.
6. These transfer instructions are irrevocable unless otherwise agreed in a
written instrument signed by both the Company and XxXxxxx.xxx.
If you have any questions or need further information, please do not
hesitate to contact me.
Very truly yours,
/s/ X. Xxxxx Xxxxxx
X. Xxxxx Xxxxxx
Chief Financial Officer and Secretary
Acknowledged:
Pacific Stock Transfer Company
By:
--------------------------
Name:
------------------------
Its:
-------------------------
2
EXHIBIT A
Date: _____________, 2000
Pacific Stock Transfer Company
Suite 218
0000 X. Xxxxxxx Xxxx
Xxx Xxxxx, XX 00000
Ladies and Gentlemen:
Enclosed herewith is certificate number _______ representing ____________
shares of Common Stock, par value $0.0001 per share, of XxxxxxXxxxx.xxx
registered in the name of XxXxxxx.xxx. You are hereby instructed as follows:
1. Cancel the enclosed certificate.
2. Issue a new certificate for _________ shares registered in the name of
XxXxxxx.xxx and deliver it to XxXxxxx.xxx at the following address:
0000 Xxxxx Xxxxx Xxxx
Xxxxxx Xxxxxx, XX 00000
Attention: President
3. Issue a new certificate for the remaining __________ shares registered in
the name of XxXxxxx.xxx and deliver it to Business and Escrow Service
Center at the following address:
0000 Xxxxx Xxx, Xxxxx 000
Xxx Xxxx, XX 00000
All certificates should bear the legends set forth in our instruction letter of
June 7, 2000.
Very truly yours,
/s/ X. Xxxxx Xxxxxx
X. Xxxxx Xxxxxx
Chief Financial Officer and Secretary
