EXHIBIT 10.11
AGREEMENT made this 1st day of June, 2000 by and between Xxxx
Xxxxxxxx, residing at 00 Xxxxxxx Xxxxxx, Xxxx Xxxxx, Xxx Xxxx 00000, (the
"Creditor" or "Shareholder") and IAMG Holdings, Inc., a Delaware corporation wit
its offices located at 0000 Xxxxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 (the
"Company").
WHEREAS, the Company is indebted to the creditor in the amount
of $1,800,000 and desires to satisfy part of said obligation; and
WHEREAS, the Creditor is willing to accept restricted shares
of the Company's common stock, $.00 1 par value, in partial satisfaction of the
indebtedness;
NOW, in consideration of the mutual promises exchanged herein,
the parties agree as follows:
1. The parties acknowledge and agree that the Company is
indebted to the Creditor in the amount of $1,800,000.
2. The Creditor agrees to accept 3,900,000 restricted shares
of the Company's common stock, $.001 par value, in satisfaction of the
$1,300,000. of the $1,800,000 debt owed by the Company.
3. The restricted shares of the Company's common stock shall
bear the following restrictions:
The shares of stock represented by this certificate have not
been registered under the Securities Act of 1933, as amended, and may not be
sold or otherwise transferred unless a compliance with the registration
provisions of such Act has been made or unless availability of an exemption from
such registration provisions has been established, or unless sold pursuant to
Rule 144 under the Securities Act of 1933.
4. Notwithstanding the restriction stated in par. 3 above, in
the event the Company issues a Private Placement offering ("PPO") to qualified
investors, and the net proceeds received by the Company exceeds $5,000,000 the
Shareholders shall have the right to demand that the restricted shares be
registered under the Securities Act of 1933, so as to eliminate all restrictions
on the sale of the securities.
5. Upon receipt from the shareholders of demand to register,
the Company at its own cost and expense, shall register the securities, or, the
Company may have the option of paying for the Shareholder's restricted common
stock at the closing average market price of the common stock for the five day
period preceding the date of notice, but in no event shall the price to be paid
be less than $3.00 per share.
6. Upon receipt of a signed copy of this Agreement, together
with the original certificate of indebtedness, the Company shall direct its
stock transfer agent to issue restricted shares of the Company's common stock in
an amount as stated in par. 2 above.
This Agreement may not be changed or terminated orally, but
only by an agreement, in writing, signed by the party against whom enforcement
of any waiver, change, modification or discharge is sought.
All notices, requests or other communications required
hereunder shall be in writing and shall be deemed to have been duly given or
made if delivered personally or by courier service which obtains a signed
receipt upon delivery, or if mailed by United States certified mail, postage
prepaid, return receipt requested, to the parties at the respective addresses
first above written, or at such other addresses as shall be specified in writing
by either of the parties to the other in accordance with the terms and
conditions of this Section. Notices shall be deemed effective, if delivered
personally or by courier service, on the date delivered or, if mailed in
accordance herewith, then three (3) days after the date of such mailing.
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Lenders may, upon written notice thereof to the Borrower,
assign this Agreement and/or the right to receive the payments evidenced hereby
to any other person or entity, which assignments may be made on such terms and
conditions as Lenders shall consider appropriate, in its sole and absolute
discretion. The terms and provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors,
assigns and legal representatives.
No failure by Lenders or any subsequent holder hereof to insist upon exact
compliance with the terms of this Agreement shall be deemed or construed as a
waiver by such party of the right to require exact compliance with each and
every duty and obligation herein contained in the future.
THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ALL RESPECTS IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY PRINCIPLES
RELATING TO CONFLICT OF LAWS. THE PARTIES HERETO CONSENT THAT ANY LEGAL OR
EQUITY PROCEEDING BROUGHT IN CONNECTION WITH OR ARISING OUT OF ANY MATTER
RELATING TO THIS AGREEMENT SHALL BE INSTITUTED ONLY IN A FEDERAL OR STATE COURT
OF COMPETENT JURISDICTION WITHIN THE STATE OF NEW YORK, COUNTY OF SUFFOLK. THE
BORROWER HEREBY IRREVOCABLY CONSENTS AND SUBMITS TO THE JURISDICTION, IN ANY
SUCH MATTER, OF THE COURTS OF THE STATE OF NEW YORK AND WAIVES ANY OBJECTION IT
OR THEY MAY HAVE TO EITHER THE JURISDICTION OR VENUE OF SUCH COURTS.
IAMG Holdings, Inc.
BY: /s/XXXX XXXXXXXX
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ITS: PRESIDENT
/s/ XXXX XXXXXXXX
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INDIVIDUALLY
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