Superseder Agreement
This Superseder Agreement (the "Agreement") is made and entered into by and
among AmeriNet Xxxxx.xxx, Inc., a publicly held Delaware corporation with a
class of securities registered under Section 12(g) of the Exchange Act
("AmeriNet"); and, Bolena Trading Corp., S.A., a Panama corporation ("Bolena;"
AmeriNet and Bolena being sometimes hereinafter collectively referred to as the
"Parties" or generically as a "Party").
Preamble:
WHEREAS, AmeriNet is currently indebted to Bolena for loans provided during
the past five years and for the value of services, consulting advice and other
matters; and
WHEREAS, AmeriNet is entering into a reorganization agreement pursuant to
Section 368(a)(1)(B) of the Code with Park City Group, Inc., a Delaware
corporation headquartered in Park City Utah ("PCG") pursuant to which, AmeriNet
must, at the time of closing, have no liabilities, no securities outstanding
other than shares of its common stock and options and warrants to purchase
shares of its common stock on a fully determinable basis as of the date of
closing and no assets, as a result of which, AmeriNet must persuade Bolena to
settle all outstanding liabilities; and
WHEREAS, subject to the terms and conditions set forth below, Bolena is
agreeable to making the concessions required in order for AmeriNet to meet the
conditions and obligations of its proposed agreement with PCG:
NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable consideration,
the Parties, intending to be legally bound, hereby agree as follows:
Witnesseth:
Article I
Definitions
The following terms or phrases, as used in this Agreement, will have the
following meanings:
(A) Accredited Investor:
An investor that meets the requirements for treatment as an accredited
investor, as defined in Rule 501(a) of Commission Regulation D, which
provides as follows:
Accredited investor. "Accredited investor" will mean any person who comes
within any of the following categories, or who the issuer reasonably
believes comes within any of the following categories, at the time of the
sale of the securities to that person:
(1) Any bank as defined in section 3(a)(2) of the Act, or any savings
and loan association or other institution as defined in section
3(a)(5)(A) of the Act whether acting in its individual or
fiduciary capacity; any broker or dealer registered pursuant to
section 15 of the Securities Exchange Act of 1934; any insurance
company as defined in section 2(13) of the Act; any investment
company registered under the Investment Company Act of 1940 or a
business development company as defined in section 2(a)(48) of
that Act; Small Business Investment Company licensed by the U.S.
Small Business Administration under section 301(c) or (d) of the
Small Business Investment Act of 1958; any plan established and
maintained by a state, its political subdivisions, or any agency
or instrumentality of a state or its political subdivisions for
the benefit of its employees, if such plan has total assets in
excess of $5,000,000; employee benefit plan within the meaning of
the Employee Retirement Income Security Act of 1974 if the
investment decision is made by a plan fiduciary, as defined in
section 3(21) of such Act, which is either a bank, savings and
loan association, insurance company, or registered investment
adviser, or if the employee benefit plan has total assets in
excess of $5,000,000 or, if a self_directed plan, with investment
decisions made solely by persons that are accredited investors;
Superseder Agreement Page 1
(2) Any private business development company as defined in section
202(a)(22) of the Investment Advisers Act of 1940;
(3) Any organization described in Section 501(c)(3) of the Internal
Revenue Code, corporation, Massachusetts or similar business
trust, or partnership, not formed for the specific purpose of
acquiring the securities offered, with total assets in excess of
$5,000,000;
(4) Any director, executive officer, or general partner of the issuer
of the securities being offered or sold, or any director,
executive officer, or general partner of a general partner of
that issuer;
(5) Any natural person whose individual net worth, or joint net worth
with that person's spouse, at the time of his purchase exceeds
$1,000,000;
(6) Any natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income
with that person's spouse in excess of $300,000 in each of those
years and has a reasonable expectation of reaching the same
income level in the current year;
(7) Any trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring the securities offered,
whose purchase is directed by a sophisticated person as described
in ss.230.506(b)(2)(ii); and
(8) Any entity in which all of the equity owners are accredited
investors.
(B) Aggregate Bolena Investment:
All sums invested in AmeriNet by Bolena, including funds advanced,
liabilities paid directly and the aggregate amount of the AmeriNet Notes
immediately prior to the Closing.
(C) (1) Closing:
The effectuation of the transactions called for by this Agreement,
including exchange of securities, execution of instruments, stock
certificates, stock powers, releases and other documents.
(2) Closing Date:
The date on which the Closing takes place.
(3) PCG Closing:
The Closing on AmeriNet's reorganization agreement with PCG, which
shall take place concurrently with and as a condition to the Closing.
(D) Code:
The Internal Revenue Code of 1986, as amended. (E) Commission: The United
States Securities and Exchange Commission.
(F) XXXXX:
The Commission's electronic data gathering and retrieval system accessible
by the public at the Commission's website located at xxxx://xxx.xxx.xxx.
(G) (1) Exchange Act:
The Securities Exchange Act of 1934, as amended.
(2) Exchange Act Reports:
The reports on Commission Forms 10-SB, 10-KSB, 10-QSB and 8-K and
Commission Schedules 14A and 14C, that AmeriNet is required to file
pursuant to Sections 13, 14, 15(d) and 12(g) of the Exchange Act.
(H) California Exemptions
(1) California Corporate Securities Law, Section 25101.1. [Exemptions form
qualification requirement. The following securities are not subject to
Sections 25110, 25120 and 25130: (a) A security that is offered or
sold in a transaction is exempt from registration under Section 4(1)
or 4(3) of the Securities Act of 1933 (15 U.S.C. 77r) pursuant to
Section 18(b)(4)(A) of that act, if the issuer, other than a foreign
(other country) issuer described in subdivision (b), of the security
files the required reports with the Securities and Exchange Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, (15 U.S.C. 78a et seq.).
(2) California Corporate Securities Law, Section 25102. [Transactions
exempted from qualification requirement.] .... (f) Any offer or sale
of any security in a transaction (other than an offer or sale to a
pension or profit-sharing trust of the issuer) that meets each of the
following criteria: (1) Sales of the security are not made to more
than 35 persons, including persons not in this state. (2) All
purchasers either have a preexisting personal or business relationship
with the offeror or any of its partners, officers, directors or
controlling persons, or managers (as appointed or elected by the
members) if the offeror is a limited liability company, or by reason
of their business or financial experience or the business or financial
experience of their professional advisers who are unaffiliated with
and who are not compensated by the issuer or any affiliate or selling
agent of the issuer, directly or indirectly, could be reasonably
assumed to have the capacity to protect their own interests in
connection with the transaction. (3) Each purchaser represents that
the purchaser is purchasing for the purchaser's own account (or a
trust account if the purchaser is a trustee) and not with a view to or
for sale in connection with any distribution of the security. (4) The
offer and sale of the security is not accomplished by the publication
of any advertisement. The number of purchasers referred to above is
exclusive of any described in subdivision (i), any officer, director,
or affiliate of the issuer, or manager (as appointed or elected by the
members) if the issuer is a limited liability company, and any other
purchaser who the commissioner designates by rule. For purposes of
this section, a husband and wife (together with any custodian or
trustee acting for the account of their minor children) are counted as
one person and a partnership, corporation or other organization that
was not specifically formed for the purpose of purchasing the security
offered in reliance upon this exemption, is counted as one person. The
commissioner may by rule require the issuer to file a notice of
transactions under this subdivision. However, the failure to file the
notice or the failure to file the notice within the time specified by
the rule of the commissioner shall not affect the availability of this
exemption. An issuer who fails to file the notice as provided by rule
of the commissioner shall, within 15 business days after demand by the
commissioner, file the notice and pay to the commissioner a fee equal
to the fee payable had the transaction been qualified under Section
25110.
(I) Covered Securities:
Securities Act, Section 18(b), Covered Securities, For purposes of this
section, the following are covered securities: ... (4){Certain Exempt
Offerings} Exemption in connection with certain exempt offerings. A
security is a covered security with respect to a transaction that is exempt
from registration under this title pursuant to:
(A) Paragraph (1) or (3) of Section 4, and the issuer of such
security files reports with the Commission pursuant to section 13
or 15(d) of the Securities Exchange Act of 1934;
(B) Section 4(4);
(C) Section 3(a), other than the offer or sale of a security that is
exempt from such registration pursuant to paragraph (4), (10), or
(11) of such section, except that a municipal security that is
exempt from such registration pursuant to paragraph (2) of such
section is not a covered security with respect to the offer or
sale of such security in the State in which the issuer of such
security is located.
(J) Securities Act:
The Securities Act of 1933, as amended.
(K) Service:
The United States Internal Revenue Service.
(L) All undefined financial terms will have the meanings ascribed to them
by generally accepted accounting practices, consistently applied on
the accrual basis of accounting, as modified by rules of the
Commission including Regulations SB and SK.
(M) Additional terms characterized by initial capital letters are defined
in this Agreement immediately following their first use.
Article II
Operative Provisions
Subject to the conditions precedent that: all actions required to be taken
in order to comply with the securities and other laws of each state having
jurisdiction over the transactions called for under this Agreement; and, that
the Reorganization becomes fully effective on or before May 31, 2001, the
Parties hereby agree as follows:
(A) AmeriNet: AmeriNet hereby agrees to issue to Bolena, prior to the Closing,
220,000 unregistered shares of AmeriNet's common stock, $0.001 par value
per share.
(B) Bolena: Bolena hereby agrees that the issuance of the 220,000 unregistered
shares of AmeriNet's common stock, $0.001 par value per share, referred to
above shall be in full satisfaction of all obligations of AmeriNet to
Bolena, from the beginning of time until the Closing.
(C) The Parties hereby agree to terminate any and all agreements between them.
(D) As a material inducement to each Parties entry into this Agreement, each of
the Parties hereby represents to the others that the representing Party:
(1) Is familiar with the requirements for treatment as an "accredited
investor" under Regulation D and Section 4(6) of the Securities Act
and meets one or more of the definitions of an "accredited investor"
contained in Rule 501(a) promulgated under authority of Securities Act
and has, alone or together with his, her or its advisors or
representatives, if any, such knowledge and experience in financial
matters that he she or it is capable of evaluating the relative risks
and merits of the transactions contemplated hereby, the text of Rule
501(a) being set forth, in full, above;
(2) Acknowledges that he, she or it has, based on his, her or its own
substantial experience, the ability to evaluate the transactions
contemplated hereby and the merits and risks thereof in general and
the suitability of the transaction for him, her or it in particular;
(3) (a) Understands that the offer and transfer or issuance of the
securities involved is being made in reliance on the Party's
representation that he, she or it has reviewed all of AmeriNet's
reports filed with the Commission during the past 12 months and
posted on the Commission's Internet web site (xxx.xxx.xxx) under
the XXXXX Archives sub site, and has become familiar with the
information disclosed therein, including that contained in
exhibits filed with such reports;
(b) Is fully aware of the material risks associated with becoming an
investor in AmeriNet and confirms that he, she or it was
previously informed that all documents, records and books
pertaining to this investment have been available from AmeriNet
and that all documents, records and books pertaining to this
transaction requested by him, her or it have been made available
to him, her or it;
(4) Has had an opportunity to ask questions of and receive answers from
the officers of AmeriNet concerning the terms and conditions of this
Agreement and the transactions contemplated hereby, as well as the
affairs of AmeriNet, the contemplated affairs of PCG and related
matters;
(5) Has had an opportunity to obtain additional information necessary to
verify the accuracy of the information referred to in subparagraphs
(a), (b), (c) and (d) hereof, as well as to supplement the information
in the Exchange Act Reports called for by the Florida Rule;
(6) Has represented that he, she or it has the general ability to bear the
risks of the subject transaction and that he, she or it is a suitable
investor for a private offering and hereby affirms the correctness of
such information, including, without limitation, the representations
in the form of the investment letters annexed hereto and made a part
hereof as exhibit 3(D)(6), an original of which (bearing modifications
required to personalize the letter as to gender, etc., will be
executed by such Party and tendered to AmeriNet concurrently with the
Closing;
(7) Is aware that:
(a) The securities involved are a speculative investment with no
assurance that PCG will be successful, or if successful, that
such success will result in payments to such Party or to
realization of capital gains by such Party on disposition of the
securities involved; and
(b) The securities to be issued to him, her or it have not been
registered under the Securities Act or under any state securities
laws, accordingly such Party may have to hold such securities and
may not be able to liquidate, pledge, hypothecate, assign or
transfer them;
(8) Has obtained his, her or its own opinion from his, her or its own
legal counsel to the effect that after an examination of the
transactions associated herewith and the applicable law, no action
needs to be taken by any Party in conjunction with this Agreement and
the issuance of the securities involved in conjunction therewith,
other than such actions as have already been taken in order to comply
with the securities law requirements of his, her or its state of
domicile; and
(9) (a) Certificates for the securities involved will bear restrictive
legends and the transfer agents involved will be instructed not
to transfer the subject securities unless they have been
registered pursuant to Section 5 of the Securities Act or an
opinion of counsel to such Party satisfactory to legal counsel to
AmeriNet and its chief executive officer has been provided, to
the effect that the proposed transaction is exempt from
registration requirements imposed by the Securities Act, the
Exchange Act and any applicable state or foreign laws; The legend
will read substantially as follows: "The securities represented
by this certificate were issued without registration under the
Securities Act of 1933, as amended, or comparable state laws in
reliance on the provisions of Section 4(6) of such act, and
comparable state law provisions. These securities may not be
transferred pledged or hypothecated unless they are first
registered under applicable federal, state or foreign laws, or
the transaction is demonstrated to be exempt from such
requirements to AmeriNet's satisfaction."
Article III
Superseder, Mutual Releases & Closing
(A) The terms of this Agreement supersede the terms of all other agreements
between AmeriNet, Bolena and their affiliates, all of which will be
henceforth be deemed null and void except that, in conjunction with the
exchange of any type of AmeriNet security for any other type of
AmeriNet security required by the terms of this Agreement.
(B) In consideration for the exchange of covenants reflected above but
excepting only the obligations created by this Agreement, AmeriNet and
Bolena hereby each release, discharge and forgive the other, and each
of the others' subsidiaries, affiliates, members, officers, directors,
partners, agents and employees from any and all liabilities, whether
current or inchoate, from the beginning of time until the date of this
Agreement.
(C) The transactions contemplated by this Agreement will be effected
concurrently with the Closing on the Reorganization but in any event, prior
to May 31, 2001, and, to the extent possible, the Closing will be effected
through exchange of documents and instruments in escrow, by next day
delivery service, such documents and instruments to be released from escrow
concurrently with confirmation by legal counsel to Bolena that
alltransactions contemplated by this Agreement have been completed;
provided, however, that the Reorganization shall constitute a condition to
the obligations of the Parties and in the event that the Reorganization
Agreement is terminated without Closing, then this Agreement shall be
deemed null and void due to failure of conditions precedent.
Article IV
General Provisions
4.1 Interpretation.
(A) When a reference is made in this Agreement to schedules or exhibits, such
reference will be to a schedule or exhibit to this Agreement unless
otherwise indicated.
(B) The words "include," "includes" and "including" when used herein will be
deemed in each case to be followed by the words "without limitation."
(C) The headings contained in this Agreement are for reference purposes only
and will not affect in any way the meaning or interpretation of this
Agreement.
(D) The captions in this Agreement are for convenience and reference only and
in no way define, describe, extend or limit the scope of this Agreement or
the intent of any provisions hereof.
(E) All pronouns and any variations thereof will be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the
Party or Parties, or their personal representatives, successors and assigns
may require.
(F) The Parties agree that they have been represented by counsel during the
negotiation and execution of this Agreement and, therefore, waive the
application of any law, regulation, holding or rule of construction
providing that ambiguities in an agreement or other document will be
construed against the party drafting such agreement or document.
4.2 Notice.
(A) All notices, demands or other communications given hereunder will be in
writing and will be deemed to have been duly given on the first business
day after mailing by United States registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:
(1) To AmeriNet:
AmeriNet Xxxxx.xxx, Inc.;
Crystal Corporate Center;
0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000-X;
Xxxx Xxxxx, Xxxxxxx 00000;
Attention: Xxxxxx X. Xxxxxxx, President;
Telephone (000) 000-0000, Fax (000) 000-0000; and,
e-mail Xx@xxxxxxxxxxxxx.xxx;
(2) To Bolena:
Bolena Trading Corp., S.A.;
000 Xxxxx Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000;
Xxxxxxx, Xxxxxxxxxx 00000;
Attention: Xxxxx Xxxxxxxx, Managing Director;
Telephone: (000) 000-0000.
or such other address or to such other person as any Party will designate
to the other for such purpose in the manner hereinafter set forth.
(B) At the request of any Party, notice will also be provided by overnight
delivery, facsimile transmission or e-mail, provided that a transmission
receipt is retained.
(C) (1) The Parties acknowledge that the Yankee Companies, Inc., a Florida
corporation ("Yankees") serves as a strategic consultant to AmeriNet
and has acted as scrivener for the Parties in this transaction but
that Yankees is neither a law firm nor an agency subject to any
professional regulation or oversight.
(2) Yankees has advised AmeriNet to retain independent legal and
accounting counsel to review this Agreement and its exhibits and
incorporated materials on its own behalf.
(3) The decision by any AmeriNet not to use the services of legal counsel
in conjunction with this transaction will be solely at their own risk,
each Party acknowledging that applicable rules of the Florida Bar
prevent Yankees' general counsel, who has reviewed, approved and
caused modifications on behalf of Yankees, from representing anyone
other than Yankees in this transaction.
4.3 Merger of All Prior Agreements Herein.
(A) This instrument, together with the instruments referred to herein, contains
all of the understandings and agreements of the Parties with respect to the
subject matter discussed herein.
(B) All prior agreements whether written or oral are merged herein and will be
of no force or effect.
4.4 Survival.
The several representations, warranties and covenants of the Parties
contained herein will survive the execution hereof and the Reorganization and
will be effective regardless of any investigation that may have been made or may
be made by or on behalf of any Party.
4.5 Severability.
If any provision or any portion of any provision of this Agreement, other
than one of the conditions precedent or subsequent, or the application of such
provision or any portion thereof to any person or circumstance will be held
invalid or unenforceable, the remaining portions of such provision and the
remaining provisions of this Agreement or the application of such provision or
portion of such provision as is held invalid or unenforceable to persons or
circumstances other than those to which it is held invalid or unenforceable,
will not be affected thereby.
4.6 Governing Law.
This Agreement will be construed in accordance with the substantive and
procedural laws of the State of Delaware (other than those regulating taxation
and choice of law).
4.7 Indemnification.
(A) Each Party hereby irrevocably agrees to indemnify and hold the other
Parties harmless from any and all liabilities and damages (including legal
or other expenses incidental thereto), contingent, current, or inchoate to
which they or any one of them may become subject as a direct, indirect or
incidental consequence of any action by the indemnifying Party or as a
consequence of the failure of the indemnifying Party to act, whether
pursuant to requirements of this Agreement or otherwise.
(B) In the event it becomes necessary to enforce this indemnity through an
attorney, with or without litigation, the successful Party will be entitled
to recover from the indemnifying Party, all costs incurred including
reasonable attorneys' fees throughout any negotiations, trials or appeals,
whether or not any suit is instituted.
4.8 Dispute Resolution.
(A) In any action between the Parties to enforce any of the terms of this
Agreement or any other matter arising from this Agreement any proceedings
pertaining directly or indirectly to the rights or obligations of the
Parties hereunder will, to the extent legally permitted, be held in Broward
County, Florida, and the prevailing Party will be entitled to recover its
costs and expenses, including reasonable attorneys' fees up to and
including all negotiations, trials and appeals, whether or not any formal
proceedings are initiated.
(B) In the event of any dispute arising under this Agreement, or the
negotiation thereof or inducements to enter into the Agreement, the dispute
will, at the request of any Party, be exclusively resolved through the
following procedures:
(1) (a) First, the issue will be submitted to mediation before a
mediation service in Broward County, Florida to be selected by
lot from four alternatives to be provided, two by Bolena and two
by AmeriNet.
(b) The mediation efforts will be concluded within ten business days
after their initiation unless the Parties unanimously agree to an
extended mediation period;
(2) In the event that mediation does not lead to a resolution of the
dispute then at the request of any Party, the Parties will submit the
dispute to binding arbitration before an arbitration service located
in Broward County, Florida to be selected by lot, in the same manner
as set forth for mediation.
(3) (a) Expenses of mediation will be borne equally by the Parties, if
successful.
(b) Expenses of mediation, if unsuccessful and of arbitration will be
borne by the Party or Parties against whom the arbitration
decision is rendered.
(c) If the terms of the arbitral award do not establish a prevailing
Party, then the expenses of unsuccessful mediation and
arbitration will be borne equally by the Parties involved.
(C) (1) It is agreed that this Agreement will be construed pursuant to the
laws of the State of Florida and, in the event it is necessary for any
party to seek to enforce this Agreement, jurisdiction will be in the
appropriate court or tribunal in Broward County, Florida and United
States Courts for the Southern District of Florida and that, in the
event it is necessary to enforce this Agreement, the prevailing Party
will be entitled to recover all reasonable costs, expenses, and
attorney's fees, and will be construed as costs for purposes of this
Agreement.
(2) The Parties specifically agree and waive any right to a jury trial in
the event that it is necessary for a party to institute legal
proceedings herein.
4.9 Benefit of Agreement.
The terms and provisions of this Agreement will be binding upon and inure
to the benefit of the Parties, their successors, assigns, personal
representatives, estate, heirs and legatees but are not intended to confer upon
any other person any rights or remedies hereunder.
4.10 Further Assurances.
The Parties agree to do, execute, acknowledge and deliver or cause to be
done, executed, acknowledged or delivered and to perform all such acts and
deliver all such deeds, assignments, transfers, conveyances, powers of attorney,
assurances, stock certificates and other documents, as may, from time to time,
be required herein to effect the intent and purpose of this Agreement.
4.11 Counterparts.
(A) This Agreement may be executed in any number of counterparts.
(B) All executed counterparts will constitute one Agreement notwithstanding
that all signatories are not signatories to the original or the same
counterpart.
(C) Execution by exchange of facsimile transmission will be deemed legally
sufficient to bind the signatory; however, the Parties will, for aesthetic
purposes, prepare a fully executed original version of this Agreement which
will be the document filed with the Commission.
4.12 License.
(A) This form of agreement is the property of Yankees and has been customized
for this transaction with the consent of Yankees by its general counsel.
(B) The use of this form of agreement by the Parties is authorized hereby
solely for purposes of this transaction.
(C) The use of this form of agreement or of any derivation thereof without
Yankees' prior written permission is prohibited.
In Witness Whereof, AmeriNet and Bolena have caused this Agreement to be
executed by themselves or their duly authorized respective officers, all as of
the last date set forth below:
Signed, Sealed and Delivered
In Our Presence:
AmeriNet Xxxxx.xxx, Inc.
/s/ Xxxxx Xxx Xxxxxxxx /s/ (A Delaware corporation)
/s/ Xxxxxxxx Xxxxxxx /s/ By: /s/ Xxxxxx X.Xxxxxxx
Xxxxxx X. Xxxxxxx, President
(Corporate Seal)
Attest: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, Secretary
Dated: May 29, 2001
State of Florida }
County of Xxxxxx } ss.:
On this 29th day of April, 2001, before me, a notary public in and for the
county and state aforesaid, personally appeared Xxxxxx X. Xxxxxxx and Xxxxxxx X.
Xxxxxxx, to me known, and known to me to be the president and secretary of
AmeriNet Xxxxx.xxx, Inc., the above-described corporation, and to me known to be
the persons who executed the foregoing instrument, and acknowledged the
execution thereof to be their free act and deed, and the free act and deed of
AmeriNet Xxxxx.xxx, Inc., for the uses and purposes therein mentioned.
In witness whereof, I have hereunto set my hand and affixed my notarial
seal the day and year in this certificate first above written. My commission
expires the 7th day of June, 2004.
{Seal}
/s/ Xxxxx Xxx Xxxxxxxx /s/
Notary Public
Bolena Trading Corp., S.A.
/s/ Xxxxxxx X. Xxxxxxx /s/ (a Panama corporation)
_________________________________ By: /s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx, managing Director
(Corporate Seal)
Attest: _____________________________
___________________, Secretary
Dated: May 24, 2001
State of California }
County of Orange } ss.:
On this 24th day of May, 2001, before me, a notary public in and for the
county and state aforesaid, personally appeared Xxxxx Xxxxxxxx and
___________________, to me known, and known to me to be the managing Director
and secretary of Bolena Trading Corp., S.A., the above-described corporation,
and to me known to be the persons who executed the foregoing instrument, and
acknowledged the execution thereof to be their free act and deed, and the free
act and deed of Bolena Trading Corp., S.A., for the uses and purposes therein
mentioned.
In witness whereof, I have hereunto set my hand and affixed my notarial
seal the day and year in this certificate first above written. My commission
expires the 27th day of May, 2004.
(Seal)
/s/ Xxxxxxxxx X. Xxxxxx
Notary Public
Exhibit 3(D)(6)
Form of Investment Letters
Date: April __, 2001
Xxxxxx X. Xxxxxxx
President
AmeriNet Xxxxx.xxx, Inc.
Crystal Corporate Center
0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000-X
Xxxx Xxxxx, Xxxxxxx 00000
Re.: AmeriNet Securities
Dear Xx. Xxxxxxx:
I hereby certify and warrant that I am a party to that certain superseder
agreement to which a form of this letter is annexed as an exhibit (the
"Agreement"), pursuant to which I am acquiring equity securities of AmeriNet
Xxxxx.xxx, Inc. ("AmeriNet") and I am providing this letter to acknowledge
certain matters and to bind myself by certain agreements required by AmeriNet,
in order to assure that the issuance of unregistered securities to me complies
with applicable exemptions from securities registration requirements provided
under federal securities laws and the securities laws of my state of domicile.
I hereby certify under penalty of perjury that:
1. Upon receipt of the AmeriNet securities, I will be acquiring them for my
own account for investment purposes without any intention of selling or
distributing all or any part thereof. I represent and warrant that I
qualify as an accredited investor (as that term is defined in Rule 501(a)
of Regulation D promulgated under authority of the Securities Act of 1933,
as amended [the "Securities Act"]) and that I am sophisticated in financial
affairs, or have relied on the advice of someone sophisticated in financial
affairs, and I able to bear the economic risks of this investment and I do
not have any reason to anticipate any change in my circumstances, financial
or otherwise, nor any other particular occasion or event which should cause
me to sell or distribute, or necessitate or require my sale or distribution
of the AmeriNet securities. No one other than me has any beneficial
interest in the AmeriNet securities.
2. I have consulted with my own legal counsel who, after having been apprized
by me of all the material facts surrounding this transaction, opined to me,
for the benefit of AmeriNet, that this transaction was being effected in
full compliance with the applicable securities laws of my state of
domicile.
3. I agree that I will in no event sell or distribute any of the AmeriNet
securities unless in the opinion of AmeriNet's counsel (based on an opinion
of my legal counsel) the AmeriNet securities may be legally sold without
registration under the Securities Act, and/or registration and/or other
qualification under then_applicable State and/or Federal statutes, or the
AmeriNet securities will have been so registered and/or qualified and an
appropriate prospectus, will then be in effect.
4. I am fully aware that the AmeriNet securities is being offered and issued
by AmeriNet to me in reliance on the exemption provided by Section 4(6) or
the Securities Act which exempts the sale of securities by an issuer solely
to accredited investors, based on my certifications and warranties.
5. In connection with the foregoing, I consent to AmeriNet's legending my
certificates representing the AmeriNet securities to indicate my investment
intent and the restriction on transfer contemplated hereby and to
AmeriNet's placing a "stop transfer" order against the AmeriNet securities
in AmeriNet's securities transfer books until the conditions set forth
herein will have been met.
6. I acknowledge by my execution hereof that I have had access to Exchange Act
Reports that contain material information concerning AmeriNet and Park City
Group, Inc., and to their updated financial statements, business plans and
information, books, records and properties, and have inspected the same to
my full and complete satisfaction prior to my acquisition of the AmeriNet
securities.
7. I represent and warrant that because of my experience in business and
investments, I am competent to make an informed investment decision with
respect thereto on the basis of my inspection of AmeriNet's records and my
questioning of AmeriNet's officers.
Xxxxxx X. Xxxxxxx
April __, 2001
Page 2
Superseder
Agreement Page 1
I further certify that my domicile is located at the address set forth in
the Agreement.
Very truly yours,
[Entity Name, if applicable
/s/ Bolena Trading Corp., S.A. /s/
[Name and Title, if applicable]
Signature
