DEBT RESOLVE, INC. White Plains, New York 10604
DEBT
RESOLVE, INC.
000
Xxxxxxxxxxx Xxxxxx, Xxxxx X0
Xxxxx
Xxxxxx, Xxx Xxxx 00000
March
31,
2008
Harmonie
International, LLC
00000
Xxxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxxxxx
Xxxxx, Xxxxxxxx 00000
Ladies
and Gentlemen:
Reference
is made to the Securities Purchase Agreement, dated as of March 31, 2008 (the
“Purchase
Agreement”),
by
and between Debt Resolve, Inc., a Delaware corporation (the “Company”),
and
Harmonie International, LLC (the “Purchaser”),
pursuant to which the Company has agreed to issue and sell to the Purchaser
2,966,102 shares of Common Stock and warrants to purchase up to 3,707,627 shares
of Common Stock. All capitalized terms not defined herein shall have the meaning
ascribed to them in the Purchase Agreement.
The
Company hereby agrees to the following:
1. (a) Within
180 days following the Closing Date, the Company shall cause a shelf
registration statement on Form S-3 (or other appropriate form, the “Registration
Statement”)
to be
filed with the U.S. Securities and Exchange Commission (the “Commission”)
under
the Securities Act of 1933, as amended (the “Securities
Act”),
with
respect to (i) the shares of Common Stock and (ii) the shares of Common Stock
issuable or issued upon the exercise of the Warrants to be issued to or on
behalf of the Purchaser at the Closing pursuant to Section 2.1 of the Purchase
Agreement (together, the “Securities”),
and
shall thereafter use its best efforts to have the Registration Statement
declared effective and to keep it effective for three years
thereafter.
(b) Until
the
Registration Statement has become effective under the Securities Act, each
certificate representing the Securities, and all certificates and instruments
issued in transfer thereof, shall be endorsed with the restrictive legend as
set
forth in Section 6.2 of the Purchase Agreement. Upon the effectiveness of the
Registration Statement, the Company shall, upon the request of any Purchaser,
issue to the Purchaser a replacement certificate without such legend in exchange
for any such legended certificate and issue to the Purchaser upon exercise
of
its Warrants a certificate without such legend.
(c) The
Company shall furnish to the Purchaser, at the Company’s expense, such number of
copies of the Registration Statement and each amendment and supplement thereto,
preliminary prospectus, final prospectus and such other documents as the
Purchaser may reasonably request in order to facilitate the public offering
of
its shares of Common Stock.
(d) The
Company shall promptly, at the Company’s expense, use its reasonable best
efforts to register or qualify any shares of Common Stock covered by the
Registration Statement under such state securities or blue sky laws of such
jurisdictions as the Purchaser may reasonably request, except that the Company
shall not for any purpose be required to execute a general consent to service
of
process or to qualify to do business as a foreign corporation in any
jurisdiction where it is not so qualified.
(e) The
Company shall notify the Purchaser, promptly after it shall receive notice
thereof, of the date and time when the Registration Statement and each
post-effective amendment thereto has become effective or a supplement to any
prospectus forming a part of the Registration Statement has been
filed.
(f) The
Company shall advise the Purchaser, promptly after it shall receive notice
or
obtain knowledge thereof, of the issuance of any stop order by the Commission
suspending the effectiveness of the Registration Statement or the initiation
or
threatening of any proceeding for the purpose and promptly use its best efforts
to prevent the issuance of any stop order or to obtain its withdrawal if such
stop order should be issued.
(g) (i)
The
Company agrees to bear all Commission registration and filing fees, printing
and
mailing expenses, fees and disbursements of counsel and accountants for the
Company and all expenses and fees incident to listing the shares of Common
Stock
on the American Stock Exchange and (ii) the Purchaser agrees to bear all fees
and disbursements of counsel for all underwriters, brokers and dealers engaged
in connection with the distribution of such shares of Common Stock and any
discounts, commissions and fees of any such underwriters, brokers and dealers,
NASD filing fees and expenses incurred by any Person in connection therewith,
and the fees and disbursements of legal counsel for the Purchaser.
(h) (i)
The
Company hereby agrees to indemnify and hold harmless the Purchaser, its
officers, directors, legal counsel and accountants and each Person who controls
the Company within the meaning of the Securities Act, from and against, and
agrees to reimburse the Purchaser, its officers, directors, legal counsel,
accountants and controlling Persons with respect to, any and all claims, actions
(actual or threatened), demands, losses, damages, liabilities, costs and
expenses to which the Purchaser, its officers, directors, legal counsel,
accountants and controlling Persons may become subject under the Securities
Act
or otherwise, insofar as such claims, actions, demands, losses, damages,
liabilities, costs or expenses are caused by any untrue statement or alleged
untrue statement of any material fact contained in the Registration Statement,
any prospectus contained therein, or any amendment or supplement thereto, or
are
caused by the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading; provided,
however,
that
the Company shall not be liable in any such case to the extent that any such
claim, action, demand, loss, damage, liability, cost or expense is caused by
an
untrue statement or alleged untrue statement or omission or alleged omission
so
made in conformity with information furnished in writing by the Purchaser for
use in the preparation thereof; provided further,
however,
that
this indemnity is subject to the condition that insofar as it relates to any
untrue statement, omission or alleged omission made in a preliminary prospectus
but eliminated or remedied in the final prospectus, such indemnity shall not
inure to the benefit of the Purchaser if a copy of the final prospectus was
not
furnished to the Person asserting the claim, action, demand, loss, damage or
liability.
(ii)
Each
Purchaser hereby agrees to indemnify and hold harmless the Company, its
officers, directors, legal counsel and accountants and each Person who controls
the Company within the meaning of the Securities Act, from and against, and
agrees to reimburse the Company, its officers, directors, legal counsel,
accountants and controlling Persons with respect to, any and all claims,
actions, demands, losses, damages, liabilities, costs or expenses to which
the
Company, its officers, directors, legal counsel, accountants or such controlling
Persons may become subject under the Securities Act or otherwise, insofar as
such claims, actions, demands, losses, damages, liabilities, costs or expenses
are caused by any untrue or alleged untrue statement of any material fact
contained in the Registration Statement, any prospectus contained or any
amendment or supplement thereto, or are caused by the omission or the alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in
which
they were made, not misleading, in each case to the extent, but only to the
extent that such untrue statement or alleged untrue statement or alleged untrue
statement or omission or alleged omission was so made in reliance upon and
in
conformity with information furnished in writing by the Purchaser for use in
the
preparation thereof.
2
(iii)
If
any claim shall be asserted against any person (an “Indemnified
Person”)
for
which such Person intends to seek indemnification pursuant to Section 1(h)(i)
or
(ii), as the case may be, such Indemnified Person shall give prompt written
notice to the Company or the Purchaser, as the case may be, of the nature of
such claim, but the failure to give such notice shall not relieve the Company
or
the Purchasers, as the case may be, of their obligations under this Section
1(h)
unless it or they have been prejudiced substantially thereby. The Company or
the
Purchaser shall have the exclusive right to conduct, at its expense, through
counsel of its own choosing, which counsel is approved by the Indemnified Person
(which approval may not be unreasonably withheld), the defense of any such
claim, and may compromise or settle such claims with the prior consent of the
Purchaser (which consent shall not be unreasonably withheld).
The
Company hereby confirms that this letter agreement has been duly authorized
by
its Board of Directors.
If
the
foregoing is acceptable to you, please sign below where indicated and return
a
copy of this letter to the Company, whereupon this letter shall become a binding
agreement between us.
| DEBT RESOLVE, INC. | ||
| |
|
|
| By: |
/s/ Xxxxx
X. Xxxxxxxxx
|
|
|
Name:
Xxxxx
X. Xxxxxxxxx
Title:
Chairman
|
||
Agreed
to
and Accepted:
HARMONIE
INTERNATIONAL, LLC
| By: |
/s/
Xxxxxxx
X. Xxxxxxx, Xx.
|
|||
|
Name:
Xxxxxxx
X. Xxxxxxx, Xx.
Title:
Chairman
/ CEO
|
||||
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