Superseder & Settlement Agreement
This Superseder & Settlement Agreement (the "Agreement") is made and
entered into by and among AmeriNet Xxxxx.xxx, Inc., a publicly held Delaware
corporation with a class of securities registered under Section 12(g) of the
Exchange Act ("AmeriNet"); and, Xxxxxx Xxxxxxxx, a Florida resident who
currently serves as an officer of AmeriNet or as a member of AmeriNet's board of
directors (Xx. Xxxxxxxx;" AmeriNet and Xx. Xxxxxxxx being sometimes hereinafter
collectively referred to as the "Parties" or generically as a "Party").
Preamble:
WHEREAS, AmeriNet is entering into a reorganization agreement pursuant to
Section 368(a)(1)(B) of the Code with Park City Group, Inc., a Delaware
corporation headquartered in Park City Utah ("PCG") pursuant to which, AmeriNet
must, at the time of closing, secure the resignation of all of its officers and
directors, other than Xx. Xxxxxx X. Xxxxxxx, who will remain on AmeriNet's board
of directors as a designee of the Yankee Companies, Inc., a Florida corporation
("Yankees"), and discharge all liabilities and obligations to them, as a result
of which, AmeriNet must enter into agreements with all existing officers and
directors to terminate all agreements and secure their resignations, as of the
closing on the PCG acquisition, subject to the condition precedent that it is in
fact acquired and
WHEREAS, subject to the terms and conditions set forth below, Xx. Xxxxxxxx
is agreeable to making the concessions required in order for AmeriNet to meet
the conditions and obligations of its proposed agreement with PCG:
NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable consideration,
the Parties, intending to be legally bound, hereby agree as follows:
Witnesseth:
Article I
Definitions
The following terms or phrases, as used in this Agreement, will have the
following meanings:
(A) Accredited Investor:
An investor that meets the requirements for treatment as an accredited
investor, as defined in Rule 501(a) of Commission Regulation D, which
provides as follows:
Accredited investor. "Accredited investor" will mean any person who comes
within any of the following categories, or who the issuer reasonably
believes comes within any of the following categories, at the time of the
sale of the securities to that person:
(1) Any bank as defined in section 3(a)(2) of the Act, or any savings and
loan association or other institution as defined in section 3(a)(5)(A)
of the Act whether acting in its individual or fiduciary capacity; any
broker or dealer registered pursuant to section 15 of the Securities
Exchange Act of 1934; any insurance company as defined in section
2(13) of the Act; any investment company registered under the
Investment Company Act of 1940 or a business development company as
defined in section 2(a)(48) of that Act; Small Business Investment
Company licensed by the U.S. Small Business Administration under
section 301(c) or (d) of the Small Business Investment Act of 1958;
any plan established and maintained by a state, its political
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subdivisions, or any agency or instrumentality of a state or its
political subdivisions for the benefit of its employees, if such plan
has total assets in excess of $5,000,000; employee benefit plan within
the meaning of the Employee Retirement Income Security Act of 1974 if
the investment decision is made by a plan fiduciary, as defined in
section 3(21) of such Act, which is either a bank, savings and loan
association, insurance company, or registered investment adviser, or
if the employee benefit plan has total assets in excess of $5,000,000
or, if a self-directed plan, with investment decisions made solely by
persons that are accredited investors;
(2) Any private business development company as defined in section
202(a)(22) of the Investment Advisers Act of 1940;
(3) Any organization described in Section 501(c)(3) of the Internal
Revenue Code, corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the
securities offered, with total assets in excess of $5,000,000;
(4) Any director, executive officer, or general partner of the issuer of
the securities being offered or sold, or any director, executive
officer, or general partner of a general partner of that issuer;
(5) Any natural person whose individual net worth, or joint net worth with
that person's spouse, at the time of his purchase exceeds $1,000,000;
(6) Any natural person who had an individual income in excess of $200,000
in each of the two most recent years or joint income with that
person's spouse in excess of $300,000 in each of those years and has a
reasonable expectation of reaching the same income level in the
current year;
(7) Any trust, with total assets in excess of $5,000,000, not formed for
the specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person as described in
ss.230.506(b)(2)(ii); and
(8) Any entity in which all of the equity owners are accredited investors.
(B) (1) Closing:
The effectuation of the transactions called for by this
Agreement, including exchange of securities, execution of
instruments, stock certificates, stock powers, releases and other
documents.
(2) Closing Date:
The date on which the Closing takes place.
(3) PCG Closing:
The Closing on AmeriNet's reorganization agreement with PCG,
which shall take place concurrently with and as a condition to
the Closing.
(C) Code:
The Internal Revenue Code of 1986, as amended.
(D) Commission:
The United States Securities and Exchange Commission.
(E) XXXXX:
The Commission's electronic data gathering and retrieval system accessible
by the public at the Commission's website located at xxxx://xxx.xxx.xxx.
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(F) (1) Exchange Act:
The Securities Exchange Act of 1934, as amended.
(2) Exchange Act Reports:
The reports on Commission Forms 10-SB, 10-KSB, 10-QSB and 8-K and
Commission Schedules 14A and 14C, that AmeriNet is required to file
pursuant to Sections 13, 14, 15(d) and 12(g) of the Exchange Act.
(G) Florida Act:
The Florida Securities and Investor Protection Act.
(H) Florida Rule:
Florida Rule 3E-500.005, which provides as follows: Disclosure requirements
of Section 517.061(11)(a)3., Florida Statutes.
(1) Transactions by an issuer which do not satisfy all of the conditions
of this rule will not raise any presumption that the exemptions
provided by Section 517.061(11), Florida Statutes is not available for
such transactions. Attempted compliance with this rule does not act as
an election; the issuer can also claim the availability of Section
517.061(11), Florida Statutes, outside this rule.
(2) The determination as to whether sales of securities are part of a
larger offering (i.e., are deemed to be integrated) depends on the
particular facts and circumstances. In determining whether sales
should be regarded as part of a larger offering and thus should be
integrated, the facts described in Rule 3E-500.01 should be
considered.
(3) Although sales made pursuant to Section 517.061(11), Florida Statutes,
and in compliance with this rule, are exempt from the registration
provisions of this Act, such exemption does not avoid the antifraud
provisions of Sections 517.301 and 517.311, Florida Statutes.
(4) The provisions of this rule will apply only to transactions which are
consummated with persons in the State of Florida.
(5) The requirements of Sections 517.061(11)(a)(3), Florida Statutes, that
each purchaser, or his representative be provided with or given
reasonable access to full and fair disclosure of all material
information will be deemed to be satisfied if either paragraphs (5)(a)
or (5)(b) are complied with:
(a) Access to or Furnishing of Information. Reasonable access to, or
the furnishing of, material information will be deemed to have
been satisfied if prior to the sale a purchaser is given access
to the following information:
1. All material books and records of the issuer; and
2. All material contracts and documents relating to the
proposed transaction; and
3. An opportunity to question the appropriate executive
officers or partners.
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(6) In the case of an issuer that is subject to the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
provisions of paragraph (5)(b) of this rule will be deemed satisfied
by providing the following:
(a) The information contained in the annual report required to be
filed under the Securities Exchange Act of 1934 or a registration
statement on Form S-1 [CCH Federal Securities Law Reporter P.
7121 ] under the Securities Act of 1933, whichever filing is the
most recent required to be filed, and the information contained
in any definitive proxy statement required to be filed pursuant
to Section 14 of the Securities Exchange Act of 1934 and in any
reports or documents required to be filed by the issuer pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
since the filing of such annual report or registration statement;
and
(b) A brief description of the securities being offered, the use of
the proceeds from the offering, and any material changes in the
issuer's affairs which are not disclosed in the documents
furnished.
(I) Reorganization:
The corporate events effected in reliance on Section 368(a)(1)(B) of the
Code which are to take place on or about April 17, 2001, between AmeriNet
and PCG as a result of which PCG will become a wholly owned subsidiary of
AmeriNet and the former PCG securities holders will become the controlling
stockholders of AmeriNet.
(J) Reorganization Agreement:
The agreement between AmeriNet and all of the stockholders of PCG pursuant
to which the Reorganization is to be effected.
(K) Rule 144(d)(3)(ii)
[Persons Deemed Not to Be Engaged in a Distribution and Therefore Not
Underwriters] .... (ii) Conversions. If the securities sold were acquired
from the issuer for a consideration consisting solely of other securities
of the same issuer surrendered for conversion, the securities so acquired
shall be deemed to have been acquired at the same time as the securities
surrendered for conversion ....
(L) S-8
Shares The shares to be issued registered by AmeriNet with the Commission
on Form S-8 and issued to Xx. Xxxxxxxx in satisfaction of all compensation
due him under all agreements to provide services to AmeriNet, including
reimbursement for all expenses associated therewith.
(M) Section 3(a)(9)
(1) Sec. 3(a) of the Securities Act, which provides as follows in
subsection (9): Except as hereinafter expressly provided the
provisions of this title shall not apply to any of the following
classes of securities: .... [Securities Exchanged with Security
Holders] Sec. 3(a)(9) Except with respect to a security exchanged in a
case under title 11 of the United States Code, any security exchanged
by the issuer with its existing security holders exclusively where no
commission or other remuneration is paid or given directly or
indirectly for soliciting such exchange;
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(2) Commission Regulations ss.230.149, [Definition of "Exchanged" in
Section 3(a)(9), for Certain Transactions]: The term "exchanged" in
section 3(a)(9) shall be deemed to include the issuance of a security
in consideration of the surrender by the existing security holders of
the issuer, of outstanding securities of the issuer, notwithstanding
the fact that the surrender of the outstanding securities may be
required by the terms of the plan of exchange to be accompanied by
such payment in cash by the security holder as may be necessary to
effect an equitable adjustment, in respect of dividends or interest
paid or payable on the securities involved in the exchange, as between
such security holder and other security holders of the same class
accepting the offer of exchange.
(3) Commission Regulations ss.230.150, [Definition of "Commission or Other
Remuneration" in Section 3(a)(9), for Certain Transactions] The term
"commission or other remuneration" in Section 3(a)(9) shall not
include payments made by the issuer, directly or indirectly, to its
security holders in connection with an exchange of securities for
outstanding securities, when such payments are part of the terms of
the offer of exchange.
(N) Securities Act:
The Securities Act of 1933, as amended.
(O) Service:
The United States Internal Revenue Service.
(P) Reserved.
(Q) All undefined financial terms will have the meanings ascribed to them by
generally accepted accounting practices, consistently applied on the
accrual basis of accounting, as modified by rules of the Commission
including Regulations SB and SK.
(R) Additional terms characterized by initial capital letters are defined in
this Agreement immediately following their first use.
Article II
Operative Provisions
Subject to the conditions precedent that: all actions required to be taken
in order to comply with the securities and other laws of each state having
jurisdiction over the transactions called for under this Agreement; and, that
the Reorganization becomes fully effective on or before May 31, 2001, the
Parties hereby agree as follows:
(A) Xx. Xxxxxxxx hereby agrees to take all of the following actions, at or
before the Closing:
(1) Resign as an officer of AmeriNet;
(2) Resign as a member of AmeriNet's board of directors;
(3) Resign from any other capacities in which services or goods are
provided to AmeriNet.
(B) AmeriNet hereby agrees to take all of the following actions, at or before
the Closing:
(1) Accept the resignation of Xx. Xxxxxxxx;
(2) Prepare and file a registration statement on Commission Form S-8
registering the S-8 Shares;
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(3) Distributing the S-8 Shares to Xx. Xxxxxxxx.
(C) The Parties hereby agree to terminate all employment, service and other
agreements between them, effective as of the Closing, provided that Xx.
Xxxxxxxx will be entitled to receipt of all accrued but unpaid compensation
under such agreements, as of the Closing, in the form of 74,101 S-8 shares
of AmeriNet's common stock, such shares to be registered with the
Commission as required under the Securities Act and the Exchange Act, using
Form S-8; provided, however, that such shares may not be sold during the
365 day period following the closing at a rate of more than $5,000 per
month in aggregate sales proceeds.
(D) As a condition to Xx. Xxxxxxxx'x receipt of the S-8 Shares, Xx. Xxxxxxxx
hereby represents and warrants that Xx. Xxxxxxxx:
(1) Is familiar with the requirements for treatment as an "accredited
investor" under Regulation D and Section 4(6) of the Securities Act
and meets one or more of the definitions of an "accredited investor"
contained in Rule 501(a) promulgated under authority of Securities Act
and has, alone or together with his, her or its advisors or
representatives, if any, such knowledge and experience in financial
matters that he she or it is capable of evaluating the relative risks
and merits of the transactions contemplated hereby, the text of Rule
501(a) being set forth, in full, above;
(2) Acknowledges that he, she or it has, based on his, her or its own
substantial experience, the ability to evaluate the transactions
contemplated hereby and the merits and risks thereof in general and
the suitability of the transaction for him, her or it in particular;
(3) (a) Understands that the offer and transfer or issuance of the
securities involved is being made in reliance on the Party's
representation that he, she or it has reviewed all of AmeriNet's
reports filed with the Commission during the past 12 months and
posted on the Commission's Internet web site (xxx.xxx.xxx) under
the XXXXX Archives sub site, and has become familiar with the
information disclosed therein, including that contained in
exhibits filed with such reports;
(b) Is fully aware of the material risks associated with becoming an
investor in AmeriNet and confirms that he, she or it was
previously informed that all documents, records and books
pertaining to this investment have been available from AmeriNet
and that all documents, records and books pertaining to this
transaction requested by him, her or it have been made available
to him, her or it;
(4) Has had an opportunity to ask questions of and receive answers from
the officers of AmeriNet concerning the terms and conditions of this
Agreement and the transactions contemplated hereby, as well as the
affairs of AmeriNet, the contemplated affairs of PCG, WRI, Vista
Vacations, PriMed Technologies, Trilogy International, Xxxxxxx and
AmeriNet Communications and related matters;
(5) Has had an opportunity to obtain additional information necessary to
verify the accuracy of the information referred to in subparagraphs
(a), (b), (c) and (d) hereof, as well as to supplement the information
in the Exchange Act Reports called for by the Florida Rule;
(6) Has represented that he, she or it has the general ability to bear the
risks of the subject transaction and that he, she or it is a suitable
investor for a private offering and hereby affirms the correctness of
such information;
(7) Is aware that:
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The securities involved are a speculative investment with no assurance
that AmeriNet, PCG, WRI, Vista Vacations, PriMed Technologies, Trilogy
International, Xxxxxxx and AmeriNet Communications will be successful,
or if successful, that such success will result in payments to such
Party or to realization of capital gains by such Party on disposition
of the securities involved.
(8) Has obtained his, her or its own opinion from his, her or its own
legal counsel to the effect that after an examination of the
transactions associated herewith and the applicable law, no action
needs to be taken by any Party in conjunction with this Agreement and
the issuance of the securities involved in conjunction therewith,
other than such actions as have already been taken in order to comply
with the securities law requirements of his, her or its state of
domicile.
Article III
Superseder, Mutual Releases & Closing
(A) The terms of this Agreement supersede the terms of all other agreements
between AmeriNet, Xx. Xxxxxxxx and their affiliates, all of which will be
henceforth be deemed null and void except that, in conjunction with the
exchange of any type of AmeriNet security for any other type of AmeriNet
security required by the terms of this Agreement, each such exchange shall
be deemed a separate transaction pursuant to the exemptive provisions of
Section 3(a)(10) of the Securities Act and Commission Rule 144(d)(3)(ii).
(B) In consideration for the exchange of covenants reflected above but
excepting only the obligations created by this Agreement, AmeriNet and Xx.
Xxxxxxxx hereby each release, discharge and forgive the other, and each of
the others' subsidiaries, affiliates, members, officers, directors,
partners, agents and employees from any and all liabilities, whether
current or inchoate, from the beginning of time until the date of this
Agreement.
(C) The transactions contemplated by this Agreement will be effected
concurrently with the Closing on the Reorganization but in any event, prior
to May 31, 2001, and, to the extent possible, the Closing will be effected
through exchange of documents and instruments in escrow, by next day
delivery service, such documents and instruments to be released from escrow
concurrently with confirmation by legal counsel to Xx. Xxxxxxxx that all
transactions contemplated by this Agreement have been completed; provided,
however, that the Reorganization shall constitute a condition to the
obligations of the Parties and in the event that the Reorganization
Agreement is terminated without Closing, then this Agreement shall be
deemed null and void due to failure of conditions precedent.
Article IV
General Provisions
4.1 Interpretation.
(A) When a reference is made in this Agreement to schedules or exhibits, such
reference will be to a schedule or exhibit to this Agreement unless
otherwise indicated.
(B) The words "include," "includes" and "including" when used herein will be
deemed in each case to be followed by the words "without limitation."
(C) The headings contained in this Agreement are for reference purposes only
and will not affect in any way the meaning or interpretation of this
Agreement.
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(D) The captions in this Agreement are for convenience and reference only and
in no way define, describe, extend or limit the scope of this Agreement or
the intent of any provisions hereof.
(E) All pronouns and any variations thereof will be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the
Party or Parties, or their personal representatives, successors and assigns
may require.
(F) The Parties agree that they have been represented by counsel during the
negotiation and execution of this Agreement and, therefore, waive the
application of any law, regulation, holding or rule of construction
providing that ambiguities in an agreement or other document will be
construed against the party drafting such agreement or document.
4.2 Notice.
(A) All notices, demands or other communications given hereunder will be in
writing and will be deemed to have been duly given on the first business
day after mailing by United States registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:
(1) To AmeriNet:
AmeriNet Xxxxx.xxx, Inc.;
Crystal Corporate Center;
0000 Xxxxx Xxxxxxxx Xxxxx,
Xxxxx 000-X;
Xxxx Xxxxx, Xxxxxxx 00000;
Attention: Xxxxxx X. Xxxxxxx, President;
Telephone (000) 000-0000, Fax (000) 000-0000; and,
e-mail Xx@xxxxxxxxxxxxx.xxx;
(2) To Xx. Xxxxxxxx:
Xxxxxx Xxxxxxxx;
0000 Xxxxxxxxx 00xx Xxxxxx,
Xxxxx, Xxxxxxx 00000;
Telephone (000) 000-0000;
and e-mail xxxxxx@xxx.xxx
or such other address or to such other person as any Party will designate
to the other for such purpose in the manner hereinafter set forth.
(B) At the request of any Party, notice will also be provided by overnight
delivery, facsimile transmission or e-mail, provided that a transmission
receipt is retained.
(C) (1) The Parties acknowledge that the Yankees serves as a strategic
consultant to AmeriNet and has acted as scrivener for the Parties in
this transaction but that Yankees is neither a law firm nor an agency
subject to any professional regulation or oversight.
(2) Yankees has advised AmeriNet and Xx. Xxxxxxxx to retain independent
legal and accounting counsel to review this Agreement and its exhibits
and incorporated materials on its own behalf.
(3) The decision by any AmeriNet or Xx. Xxxxxxxx not to use the services
of legal counsel in conjunction with this transaction will be solely
at their own risk, each Party acknowledging that applicable rules of
the Florida Bar prevent Yankees's general counsel, who has reviewed,
approved and caused modifications on behalf of Yankees, from
representing anyone other than Yankees in this transaction.
4.3 Merger of All Prior Agreements Herein.
(A) This instrument, together with the instruments referred to herein, contains
all of the understandings and agreements of the Parties with respect to the
subject matter discussed herein.
(B) All prior agreements whether written or oral are merged herein and will be
of no force or effect.
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4.4 Survival.
The several representations, warranties and covenants of the Parties
contained herein will survive the execution hereof and the Reorganization and
will be effective regardless of any investigation that may have been made or may
be made by or on behalf of any Party.
4.5 Severability.
If any provision or any portion of any provision of this Agreement, other
than one of the conditions precedent or subsequent, or the application of such
provision or any portion thereof to any person or circumstance will be held
invalid or unenforceable, the remaining portions of such provision and the
remaining provisions of this Agreement or the application of such provision or
portion of such provision as is held invalid or unenforceable to persons or
circumstances other than those to which it is held invalid or unenforceable,
will not be affected thereby.
4.6 Governing Law.
This Agreement will be construed in accordance with the substantive and
procedural laws of the State of Delaware (other than those regulating taxation
and choice of law).
4.7 Indemnification.
(A) Each Party hereby irrevocably agrees to indemnify and hold the other
Parties harmless from any and all liabilities and damages (including legal
or other expenses incidental thereto), contingent, current, or inchoate to
which they or any one of them may become subject as a direct, indirect or
incidental consequence of any action by the indemnifying Party or as a
consequence of the failure of the indemnifying Party to act, whether
pursuant to requirements of this Agreement or otherwise.
(B) In the event it becomes necessary to enforce this indemnity through an
attorney, with or without litigation, the successful Party will be entitled
to recover from the indemnifying Party, all costs incurred including
reasonable attorneys' fees throughout any negotiations, trials or appeals,
whether or not any suit is instituted.
4.8 Dispute Resolution.
(A) In any action between the Parties to enforce any of the terms of this
Agreement or any other matter arising from this Agreement any proceedings
pertaining directly or indirectly to the rights or obligations of the
Parties hereunder will, to the extent legally permitted, be held in Broward
County, Florida, and the prevailing Party will be entitled to recover its
costs and expenses, including reasonable attorneys' fees up to and
including all negotiations, trials and appeals, whether or not any formal
proceedings are initiated.
(B) In the event of any dispute arising under this Agreement, or the
negotiation thereof or inducements to enter into the Agreement, the dispute
will, at the request of any Party, be exclusively resolved through the
following procedures:
(1) (a) First, the issue will be submitted to mediation before a
mediation service in Broward County, Florida to be selected by
lot from four alternatives to be provided, two by Xx. Xxxxxxxx
and two by AmeriNet.
(b) The mediation efforts will be concluded within ten business days
after their initiation unless the Parties unanimously agree to an
extended mediation period;
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(2) In the event that mediation does not lead to a resolution of the
dispute then at the request of any Party, the Parties will submit the
dispute to binding arbitration before an arbitration service located
in Broward County, Florida to be selected by lot, in the same manner
as set forth for mediation.
(3) (a) Expenses of mediation will be borne equally by the Parties, if
successful.
(b) Expenses of mediation, if unsuccessful and of arbitration will be
borne by the Party or Parties against whom the arbitration
decision is rendered.
(c) If the terms of the arbitral award do not establish a prevailing
Party, then the expenses of unsuccessful mediation and
arbitration will be borne equally by the Parties involved.
(C) (1) It is agreed that this Agreement will be construed pursuant to the
laws of the State of Florida and, in the event it is necessary for any
party to seek to enforce this Agreement, jurisdiction will be in the
appropriate court or tribunal in Broward County, Florida and United
States Courts for the Southern District of Florida and that, in the
event it is necessary to enforce this Agreement, the prevailing Party
will be entitled to recover all reasonable costs, expenses, and
attorney's fees, and will be construed as costs for purposes of this
Agreement.
(2) The Parties specifically agree and waive any right to a jury trial in
the event that it is necessary for a party to institute legal
proceedings herein.
4.9 Benefit of Agreement.
The terms and provisions of this Agreement will be binding upon and inure
to the benefit of the Parties, their successors, assigns, personal
representatives, estate, heirs and legatees but are not intended to confer upon
any other person any rights or remedies hereunder.
4.10 Further Assurances.
The Parties agree to do, execute, acknowledge and deliver or cause to be
done, executed, acknowledged or delivered and to perform all such acts and
deliver all such deeds, assignments, transfers, conveyances, powers of attorney,
assurances, stock certificates and other documents, as may, from time to time,
be required herein to effect the intent and purpose of this Agreement.
4.11 Counterparts.
(A) This Agreement may be executed in any number of counterparts.
(B) All executed counterparts will constitute one Agreement notwithstanding
that all signatories are not signatories to the original or the same
counterpart.
(C) Execution by exchange of facsimile transmission will be deemed legally
sufficient to bind the signatory; however, the Parties will, for aesthetic
purposes, prepare a fully executed original version of this Agreement which
will be the document filed with the Commission.
4.12 License.
(A) This form of agreement is the property of Yankees and has been customized
for this transaction with the consent of Yankees by its general counsel.
(B) The use of this form of agreement by the Parties is authorized hereby
solely for purposes of this transaction.
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(C) The use of this form of agreement or of any derivation thereof without
Yankees' prior written permission is prohibited.
In Witness Whereof, AmeriNet and Xx. Xxxxxxxx have caused this Agreement to
be executed by themselves or their duly authorized respective officers, all as
of the last date set forth below:
Signed, Sealed and Delivered
In Our Presence:
AmeriNet Xxxxx.xxx, Inc.
/s/ Xxxxx Xxx Xxxxxxxx (A Delaware corporation)
/s/ Xxxxxxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, President
(Corporate Seal)
Attest: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, Secretary
Dated: April 26th, 2001
State of Florida }
County of Palm Beach } ss.:
On this 26th day of April, 2001, before me, a notary public in and for the
county and state aforesaid, personally appeared Xxxxxx X. Xxxxxxx and Xxxxxxx X.
Xxxxxxx, to me known, and known to me to be the president and secretary of
AmeriNet Xxxxx.xxx, Inc., the above-described corporation, and to me known to be
the persons who executed the foregoing instrument, and acknowledged the
execution thereof to be their free act and deed, and the free act and deed of
AmeriNet Xxxxx.xxx, Inc., for the uses and purposes therein mentioned. In
witness whereof, I have hereunto set my hand and affixed my notarial seal the
day and year in this certificate first above written. My commission expires the
7th day of June, 2001.
{Seal}
/s/ Xxxxx Xxx Xxxxxxxx
Notary Public
_________________________________ Xxxxxx Xxxxxxxx
--------------------------------- /s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
Dated: April 10th, 2001
State of Florida }
County of Palm Beach } ss.:
On this 10th day of April, 2001, before me, a notary public in and for the
county and state aforesaid, personally appeared Xxxxxx Xxxxxxxx, to me known to
be the persons who executed the foregoing instrument, and acknowledged the
execution thereof to be his free act and deed, for the uses and purposes therein
mentioned. In witness whereof, I have hereunto set my hand and affixed my
notarial seal the day and year in this certificate first above written. My
commission expires the 1st day of February, 2002.
(Seal)
/s/ Xxxxxxx Xxxxxxxx
Notary Public
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