Exhibit 10.44
Intelicom International Holding, Inc.
RE-CAPITALIZATION AGREEMENT
This Agreement is entered into on this 8th day of September 1998 by and
between Intelicom International Holding, Inc., (hereinafter "Intelicom") with
offices at 28050 XX 00 Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000, Systems
Communications, Inc., (hereinafter"SCI") with offices at 0000 000xx Xxxxxx
Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000, Affiliated Communications,
Company, Inc., (hereinafter "ACCI") with offices in Clearwater, Florida.
WHEREAS, SCI and ACCI are shareholders of Intelicom; and
WHEREAS, Intelicom is preparing to do a private placement to raise operating
capital; and
WHEREAS, Intelicom has done an analysis and determined the need to reduce the
number of issued and outstanding shares in order to provide an attractive
opportunity to investors; and
WHEREAS, Intelicom has presented the attached re-capitalization plan to the
parties; and
WHEREAS, SCI and ACCI recognizes the need for re-capitalization of Intelicom,
and would like to enhance the opportunity for Intelicom's success;
NOW THEREFORE, in consideration of the promises and covenants contained
herein, and other good and valuable consideration, the receipt and
sufficiency of which the Parties hereto acknowledge, the Parties agree as
follows:
1. SCI will surrender 375,000 shares of its 1,000,000 shares of Intelicom
common stock to Intelicom, for cancellation.
2. SCI will distribute 300,000 shares of the remaining stock as a dividend
to its existing shareholders to create a shareholder base for the Intelicom
common stock.
3. SCI will provide Intelicom verification that upon distribution of the
dividend to its shareholders that it will have a minimum of 300 shareholders
with a minimum of 100 shares each, in order to meet the requirements of
NASDQ.
4. The remaining 325,000 shares will be used to pay consultants and fees
associated with the furtherance of Intelicom. Of these shares, SCI will
administer 200,000 as agreed, with the prior approval of Xxxxx Xxxxx, a third
party consultant. The additional 125,000 shares will be put into Xxxx
Capital Corp., a consulting firm under an agreement that said shares will not
be distributed without the prior approval of Xxxxx Xxxxx.
5. The parties agree to cancel the existing ACCI consulting Agreement by and
between the parties.
6. ACCI will return it's issued 2,000,000 shares of Intelicom stock to
Intelicom and Intelicom agrees to redistribute the stock in accordance with
attached re-capitalization as founders stock.
7. With the execution of this Agreement, Intelicom rescinds the
authorization of the additional 1,000,000 shares to ACCI that were approved
in the "Action by Written Consent of the Board of Directors dated August 9th
1998.
8. Intelicom will issue to Xxx Xxxxx as part of his employment agreement,
50,000 shares of restricted stock.
9. Intelicom will issue to Xxxxxxx Xxxxxx 25,000 shares of restricted stock.
10. The parties agree to the re-capitalization as set forth herein and
attached hereto and believe it to be in the best interest of the shareholders
and future investors.
11. This Agreement and interpretation thereof shall be governed by the laws
of the State of Florida and the State and/or Federal courts located in
Hillsborough County Florida shall be the exclusive proper jurisdiction for
any disputes arising hereunder.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have
executed this Agreement effective as of the date indicated above:
Intelicom International Holding, Inc. Systems Communications, Inc.
By: /s/________________________ By: /s/_________________
Xxxx X. Xxxx Xxxxx X. Xxxxxxxxx,
President; Director President; Director
Date: _________________________ Date:________________________
Affiliated Communications Company, Inc. Systems Communications, Inc.
By: /s/------------------------ By: /s/__________________
Xxxxx Xxxxx Xxxxx X. Xxxxxx
President Director Secretary; Director
Date: ___________________________ Date: _______________________
