EXHIBIT 99(d)
NON-DISTRIBUTION AGREEMENT
THIS NON-DISTRIBUTION AGREEMENT (the "Agreement") is made and entered
into as of July 28, 1999, by and between Delta Capital Technologies, Inc.
("Delta") and Xxxxxx Xxxxxx ("Shareholder"), with respect to the following
facts:
Delta will issue to the Shareholder, 300,000 shares of Common Stock of
Delta (the "Shares") in lieu of payment in the amount of US$3,000 to Xxxxxx for
Taneja's rights and ownership to the British Columbia sole proprietor company
names Clear Choice Media, Name Approval # NR0735913, Registration # 2519155-99
and Clear Choice Technologies, Name Approval # NR0735912 Registration #
2519154-99 (the "Names") after which Delta will have the Names for its sole and
exclusive use. In order to induce Delta to issue the Shares, the shareholder has
entered into this agreement.
NOW, THEREFORE, in consideration of the foregoing facts and the mutual
covenants and agreements contained herein, the parties agree as follows:
1. TRANSFER OF SHARES. Delta hereby consents to the issue of the Shares
to the Shareholder.
2. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER. Shareholder
represents and warrants to Delta that:
2.1 The Shares will be acquired by Shareholder for investment for
an indefinite period, for Shareholder's own account, not as a
nominee or agent, and not with a view to the sale or
distribution of any part, and Shareholder has no present
intention of selling, granting participation in, or otherwise
distributing in, or otherwise distributing the same except as
may be permitted by the Securities Act of 1933 as amended
(the "Act").
2.2 Shareholder does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer,
or grant participation to such person or to any third person,
with respect to the Shares.
2.3 Shareholder understands that the Shares have not been
registered under the Act, in reliance upon the exemptions
from the registration provisions of the Act contained in
Section 4(2) thereof, and any continued reliance on such
exemption is predicated on the representations of the
Shareholder set forth herein.
2.4 Shareholder understands that the Shares must be held
indefinitely unless the sale or other transfer hereof is
subsequently registered under the Act, or an exemption from
such registration is available. Shareholder further
understands that Delta is under no obligation to register the
Shares on his behalf or to assist him in complying with any
exemption from registration.
2.5 Shareholder will not transfer the Shares without registering
them under applicable federal or state securities laws unless
the transfer is exempt from registration. Shareholder
acknowledges that Delta may not allow a transfer of the
Shares unless the transferee meets certain conditions.
Shareholder understands that legends will be placed on
certificates representing the Shares, with respect to the
above restriction on resale or other disposition of the
Shares and that stop transfer instructions have or will be
placed with respect to the Shares so as to restrict the
assignment, resale or other disposition thereof.
2.6 Delta will direct its transfer agent to place such a stop
transfer order on its books respecting transfer of the Shares
and the certificate or certificates representing the Shares
will bear the following legend or a legend substantially
similar thereto:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD OR OFFERED FOR
SALE IN THE ABSENCE OF: (1) AN EFFECTIVE REGISTRATION
STATEMENT AS TO THE SECURITIES UNDER THE ACT, OR (2) AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED."
2.7 Shareholder understands that Rule 144, promulgated by the
Securities and Exchange Commission under the Act, may not be
currently available for sale of the Shares, and there is no
assurance that it will be available at any particular time in
the future. Such sales in reliance upon Rule 144 may only be
(i) in limited quantities after the securities have been held
for one year after being issued by Delta or an affiliate of
Delta, or (ii) in unlimited quantities by non-affiliates
after the securities have been held for two years after being
issued by Delta or an affiliate of Delta, in each case in
accordance with the conditions of the Rule, all of which must
be met (including the requirement, if applicable, that
adequate information concerning Delta is then available to
the public).
3. TRANSFER OF NAMES. Shareholder represents that he has the right to
transfer, no other party has any rights to them, and he is transferring all
right, title and interest to the Names. Shareholder will execute such other
documents required to give effect to this Agreement.
4. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supercedes all prior and contemporaneous agreements and
understandings relating to such subject matter.
5. CHOICE OF LAW AND VENUE. This Agreement shall be governed by and
construed under the laws of the State of Delaware in force from time to time.
Any proceeding arising out of this agreement shall be brought in New Castle
County, Delaware.
6. ATTORNEY'S FEES. In any action to enforce this Agreement, the
prevailing party shall be entitled to recover from the non-prevailing party all
reasonable costs including, without limitation, attorney's fees.
7. PARTIES BOUND. This Agreement is binding on and shall inure to the
benefit of the parties and their respective successors, assigns, heirs, and
legal representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
Delta: DELTA CAPITAL TECHNOLOGIES, INC.
By: /s/"Xxxxxx Xxxxxx"
---------------------------------
Name: Xxxxxx Xxxxxx
Title: Secretary
Address:
Xxxxx 000, 000 - 0xx Xx XX
Xxxxxxx, XX X0X 0X0
Shareholder
/s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Address:
#000 00000 - 000xx Xx.
Xxxxxx, XX X0X 0X0
/s/ Xxxxxx Xxxxxx
---------------------------------
Witness:
January 10, 0000
XXX XXXXX XXXXXX XXX XXXXXXXXX
Xxxxxx Xxxxxx Securities and Exchange Commission
Washington, D.C. 20549
Attention: Xx. Xxxxx Xxxxxxxxx
Dear Sirs:
RE: DELTA CAPITAL TECHNOLOGIES, INC. (THE "COMPANY")
FORM 10-SB - AMENDMENT NO. 7
FILE NO. 0-27407
Enclosed please find a blacklined copy and a clean copy of the Company's 10SB.
Please note that we have reviewed and updated information where necessary.
We look forward to your comments.
Yours truly,
XXXXXX X. XXXXXXXX
LAW CORPORATION
Per:
/s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
:tm
cc: Xxxxxx Xxxxxx
