Exhibit 10.47
June 1, 2002
Cornell Capital Partners, L.P.
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, Xxx Xxxxxx 00000
RE: CELERITY SYSTEMS, INC. (THE "COMPANY")
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Gentlemen:
This letter will set forth our respective agreement regarding the all
Convertible Debentures (the "Debentures") held by Xxxxxx Capital Partners, L.P.
("Cornell") issued by the Company. For valuable consideration, Cornell hereby
agrees as follows:
During the period in which Cornell beneficially owns any Debentures,
Cornell agrees that it shall not convert Debentures in an amount that would
result in Cornell being deemed an "affiliate" under Rule 144 promulgated under
the Securities Act of 1933, as amended.
This letter may be executed in any number of counterparts, all of which
shall be deemed an original, and both of which shall constitute one and the same
instrument. This letter shall be accepted, effective and binding, for all
purposes, when the parties shall have signed and transmitted to each other, by
telecopier or otherwise, copies of this letter. In the event of any litigation
arising hereunder, the prevailing party or parties shall be entitled to recover
its reasonable attorneys' fees and court costs from the other party or parties,
including the costs of bringing such litigation and collecting upon any
judgments. This letter shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, executors, legal representatives,
trustees, successors and assigns.
If the foregoing correctly sets forth the terms of our agreement, please
sign this letter on the line provided below, whereupon it will constitute a
binding agreement between us.
Very truly yours,
Celerity Systems, Inc.
By: /s/ Xxxxxxx X. Van Meter
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Name: Xxxxxxx X. Van Meter
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Title:
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Agreed and accepted on
June ___, 2002:
CORNELL CAPITAL PARTNERS, L.P.
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
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Title:
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