EXHIBIT 2.2
RATIFICATION AGREEMENT
This Ratification Agreement ("AGREEMENT"), dated September __, 1999,
is made and entered into by and among NHancement Technolgies, Inc., a
Delaware corporation ("NHANCEMENT"), Eastern Systems, Technology, Inc., a
California corporation ("EASTERN"), Ram V. Mani having his principal address
at 00000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx XX 00000 ("MANI"), Front-End
Technologies, (Madras) Pvt. Ltd., a private limited company incorporated
under the laws of the Republic of India ("FRONT-END"), and Xxxxx Xxxxxxxxxxxx
having his principal address at 0000 Xxxxxxxxx Xxxxxxxxx, Xxx. 000, Xxxxxxx
XX 00000 ("RAMAKRISHNAN").
RECITALS
A. On August 31, 1999, the parties hereto signed and delivered the
written documents described on Exhibit A hereto and by this reference
incorporated herein.
B. At the time the written documents were signed and delivered, and
until September 3, 1999, Eastern's rights, powers and privileges were
suspended by the State of California.
C. On September 3, 1999, Eastern was issued a Certificate of
Revivor by the California Franchise Tax Board.
D. A Certificate of Revivor has the effect of relieving a
corporation of its suspension, reinstating all of its rights, powers and
privileges, and validating all acts and transactions that occurred while the
corporation was suspended.
E. Effective September 3, 1999, and on the date hereof, Eastern is
a California corporation in good standing with the California Franchise Tax
Board.
CONFIRMATION AND RATIFICATION
NOW, THEREFORE, in reliance on the foregoing recitals and in
consideration of the mutual covenants and agreements contained herein, the
parties agree as follows:
1. NHancement hereby approves, confirms and ratifies each of the
written documents listed on Exhibit A to which it was and is a party.
2. Eastern hereby approves, confirms and ratifies each of the
written documents listed on Exhibit A to which it was and is a party.
Ratification Agreement
Page 2
3. Front-End hereby approves, confirms and ratifies each of the
written documents listed on Exhibit A to which it was and is a party.
4. Mani hereby approves, confirms and ratifies each of the written
documents listed on Exhibit A to which he was and is a party
5. Ramakrishnan hereby approves, confirms and ratifies each of the
written documents listed on Exhibit A to which it was and is a party.
6. This Agreement may be executed in any number of counterparts,
each of which shall be an original as against any party whose signature
appears thereon and all of which together shall constitute one and the same
instrument. This Agreement shall become binding when one or more counterparts
hereof, individually or taken together, shall bear the signatures of all of
the parties reflected hereon as signatories.
Ratification Agreement
Page 3
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first hereinabove written.
NHANCEMENT TECHNOLOGIES, INC.
By:
---------------------------------------
Xxxxxxx X. Xxxx, President and
Chief Executive Officer
EASTERN SYSTEMS TECHNOLOGY, INC.
By:
---------------------------------------
Ram V. Mani,
President and Chief Executive Officer
FRONT-END TECHNOLOGIES (MADRAS) PVT. LTD.
By:
---------------------------------------
Xxxxx Xxxxxxxxxxxx
---------------------------------------------
Ram V. Mani
00000 Xxxxxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
---------------------------------------------
Xxxxx Xxxxxxxxxxxx
0000 Xxxxxxxxx Xxxxxxxxx, #000
Xxxxxxx, Xxxxxxxxxx 00000
Ratification Agreement
Page 4
EXHIBIT A
EASTERN/NHANCEMENT ACQUISITION DOCUMENT INDEX
All documents dated August 31, 1999
1. Plan and Agreement of Reorganization by and among Eastern Systems
Technology, Inc., Ram V. Mani and NHancement Technologies Inc.
2. Non-Compete and Technology Transfer Agreement by and among NHancement
Technologies Inc., Eastern Systems Technology, Inc. and Ram V. Mani
3. Non-Compete and Technology Transfer Agreement by and among Eastern
Systems Technology, Inc., Front-End Technologies (Madras) Pvt. Ltd and Xxxxx
Xxxxxxxxxxxx
4. Non-Compete and Technology Transfer Agreement by and among NHancement
Technologies Inc. Front-End Technologies (Madras) Pvt. Ltd and Xxxxx
Xxxxxxxxxxxx
5. Assignment and Transfer of Assets with Schedule 1 by Eastern Systems
Technology, Inc. in favor of NHancement Technologies Inc.
6. Acquisition Agreement by and among Eastern Systems Technology, Inc.,
Ram V. Mani, Front-End Technologies (Madras) Pvt. Ltd and Xxxxx Xxxxxxxxxxxx
7. Assignment of Contracts by Eastern Systems Technology, Inc. in favor of
Nhancement Technologies Inc.
8. Loan and Security Agreement by and among Eastern Systems Technology,
Inc., Ram V Mani, Xxxxx Xxxxxxxxxxxx and NHancement Technologies Inc.
9. Secured Promissory Note in the amount of $250,000 by Eastern Systems
Technology, Inc. to NHancement Technologies Inc.
10. UCC-1 between Eastern Systems Technology, Inc. and Xxxxx Xxxxxxxxxxxx in
favor of NHancement Technologies Inc.
11. UCC-1 between Eastern Systems Technology, Inc. and Ram V. Mani in favor
of Nhancement Technologies Inc.
12. NHancement Technologies Inc. Equity Incentive Plan - Stock Option
Agreement by and between NHancement Technologies Inc. and Ram V. Mani
13. Employment Agreement by and between NHancement Technologies Inc. and
Ram V. Mani
