June 30, 1995
Xxx. Xxxxxx Xxxxxxxx
000 Xxxxx Xxx
Xxxxxxx, Xxxxx 00000
Dear Xxx. Xxxxxxxx:
This letter will supplement our agreement dated
January ____, 1995 effective as of December ____, 1994 (the
"Agreement"). For convenience we shall refer to you as
"Xxxxxxxx" and to ourself as "PRC."
1. Pursuant to the terms and conditions of the
Agreement, PRC shall issue to Xxxxxxxx a certificate for 913,152
common shares of PRC stock (the "Stock"). Xxxxxxxx acknowledges
that the certificate representing the Stock shall be endorsed
with the following legend (the "Legend"):
A. The securities represented by this certificate
have been issued pursuant to the terms and conditions of
an Agreement dated January ____, 1995 effective as of
December ____, 1994 between the Company and Xxxxxx
Xxxxxxxx.
B. The securities represented by this certificate
have not been registered under the Securities Act of 1933
(the "Act") and are "restricted securities" as that term
is defined in Rule 144 under the Act. The securities may
not be offered for sale, sold or otherwise transferred
except pursuant to an effective registration statement
under the Act or pursuant to an exemption from securities
registration under the Act or pursuant to an exemption
from securities registration under the Act, the
availability of which is to be established to the
satisfaction of the Company.
2. In the event that the gross revenues of Mama
Xxxxx'x, Inc. for the calendar year 1995 are less than
$15,000,000, Xxxxxxxx shall exchange the certificate for the
Stock for a certificate representing 605,460 PRC shares, also
bearing the Legend.
3. Until June 30, 1997, Xxxxxxxx shall vote the Stock
in accordance with the recommendations to shareholders by
management of PRC on all matters submitted for a shareholder vote
if Xxxxxxxx in her good faith discretion reasonably determines
that any such management recommendation is in the best interests
of PRC.
4. PRC represents and warrants to Xxxxxxxx that the
Stock has been fully paid, non-assessable and is free and clear
of all liens and encumbrances except as expressly set forth in
this letter agreement.
5. Xxxxxxxx acknowledges that PRC has provided to her
its Form 10-K for the year ended December 31, 1994 filed with the
Securities and Exchange Commission and its Form 10-Q for the
three months ended March 31, 1995 filed with the Commission.
Xxxxxxxx acknowledges that the issuance of the Stock has not been
registered under the Securities of 1933, as amended, and that the
Stock shall constitute restricted stock under such Act, and
Xxxxxxxx represents and warrants that she is acquiring such stock
for investment and not for distribution within the meaning of
such Act. Notwithstanding the foregoing, PRC acknowledges that
under the Agreement it is obligated at the request of Xxxxxxxx to
register the Stock for resale under such Act on Form S-3.
6. The terms and conditions of this Agreement shall
bind and inure to the benefit of PRC and Xxxxxxxx and their
respective successors, assigns, heirs and personal
representatives.
7. This Agreement may be executed in counterparts by
facsimile each of which shall be deemed to constitute an
original.
If this letter correctly sets forth our agreement,
please sign and return the attached copy hereof.
Very truly yours,
PACKAGING RESEARCH CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxxx
President
Agreed to this 29 day of June, 1995.
/s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
