EXHIBIT 10.11
ACKNOWLEDGEMENT AND AGREEMENT
BETWEEN
XXXXXXXXXXXXXXXX.XXX, INC.
AND
XXXXXX EQUITY PARTNERS, LLC
ACKNOWLEDGEMENT AND AGREEMENT
With respect to the Investment Agreement entered into as of August 15,
2000, by and among xxxxxxxxxxxxxxxx.xxx, a corporation duly incorporated and
existing under the laws of the State of Delaware (the "Company") and Xxxxxx
Private Equity, LLC (hereinafter referred to as "Xxxxxx"), the Company hereby
agrees and acknowledges the following:
The Company acknowledges that the Investor may sell the Put Shares any
time, and from time to time, after the Put Date for such shares, and
that such sales may occur during a Pricing Period or Pricing Periods and
may have the effect of reducing the Purchase Price.
Furthermore, the Company agrees to present the proposed final
registration statement to be filed pursuant to the terms of the Registration
Rights Agreement entered into in conjunction with the Investment Agreement to
Xxxxxx for its review at least five (5) business days prior to the proposed
filing date, and to obtain Xxxxxx'x final comments to the registration statement
before filing it with the SEC.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of this 15th day of August, 2000.
XXXXXXXXXXXXXXXX.XXX
By: /s/ Xxxxxx Xxxx
----------------------------
Xxxxxx Xxxx, CEO
Address: 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
XXXXXX PRIVATE EQUITY, LLC
By: /s/ Xxxx X. Xxxxxx
-----------------------------
Xxxx X. Xxxxxx, Manager
Address: 0000 Xxxxxxx Xxxxxx Xxxx
Xxxx. 000, Xxxxx 000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
