Exhibit 10.13
X.X. Xxxx Communications, Inc.
c/o The MacManus Group, Inc.
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
March 2, 2001
Xx. Xxx X. Xxxxxxx
South Manursing Island
Xxx, XX 00000
Dear Xxx:
Reference is made to the Stock Purchase Agreement dated as of January 24,
2000 (the "Purchase Agreement") whereby you acquired 500,000 shares of Series C
Common Stock, no par value (the "Shares"), of Novo MediaGroup, Inc. ("Novo")
from X.X. Xxxx Communications, Inc. (the "Company"). Such Shares were sold to
you as part of the Novo Stock Program established by the Company's parent
company, The MacManus Group, Inc. ("MacManus"), as described in MacManus' Joint
Proxy Statement/Private Placement Memorandum dated December 30, 1999.
This confirms that MacManus, the Company and the individual MacManus
managers who participated in the Novo Stock Program have determined it to be in
their mutual best interests to terminate the Novo Stock Program, and desire for
the Company to rescind the sale of the Novo stock to such managers.
Accordingly, the Company hereby offers to rescind the sale of the Shares to
you under the Purchase Agreement. Upon your execution of this letter, the
Company will return to you the $1,152,500 cash portion of the purchase price
paid by you for the Shares and cancel your Promissory Note dated January 31,
2000. By signing this letter, you hereby accept such rescission offer in
accordance with the terms of this letter, and agree that effective immediately
you shall no longer have any right, title or interest in or to the Shares. While
the Promissory Note will be canceled as described above and you will have no
further obligations thereunder, you understand and agree that there will be no
refund of any interest amounts previously paid by you under the Promissory Note
prior to the date of this letter.
You hereby represent and warrant that you have not previously pledged,
sold, assigned or otherwise transferred or granted any lien or security interest
on the Shares, other than the Pledge Agreement in favor of the Company referred
to in the Purchase Agreement; and that upon your execution of this letter, the
Company will regain title to the Shares free of any liens, encumbrances, claims
or restrictions of any kind created by or arising from you.
By signing this letter, you hereby release the Company, MacManus, Bcom3
Group, Inc. and all other affiliated companies of Bcom3 Group, Inc., and their
respective officers, directors, employees, shareholders and agents
(collectively, the "Company Group"), from any and all claims, actions, promises,
agreements or losses of any nature whatsoever, whether known or unknown, that
you may now or hereafter have against any of them arising out of or in
connection with the Purchase Agreement, the transactions contemplated under the
Purchase Agreement and/or the rescission transaction under this letter (other
than your right to receive the rescission payment and to cancellation of the
Promissory Note as described above). From and after the date hereof, the
Purchase Agreement and the other transaction documents entered into in
connection with the Purchase Agreement shall be deemed to be terminated and of
no further force or effect.
-2-
You agree to promptly return to the Company the stock certificates, if any,
you may now have or hereafter receive in respect of the Shares, and to execute
such other documents and take such other action as may be reasonably requested
by the Company to effectuate the rescission transaction contemplated under this
letter.
You expressly acknowledge and agree that the Company Group is not making
any representation or warranty of any kind to you regarding Novo or the Shares,
and you understand that there may be future transactions involving Novo with
third parties or with Company Group entities at valuations which could be in
excess of the rescission terms hereunder. It is further expressly understood
and agreed that the Company is not making any representation or assurance to you
as to the tax treatment of the transactions contemplated under this letter. You
should consult with your individual tax advisor regarding the tax consequences,
if any, from the transactions under this letter.
Very truly yours,
X.X. Xxxx Communications, Inc.
By: /s/ Xxxxx Xxxxxxxxxxx
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Accepted and Agreed:
/s/ Xxx X. Xxxxxxx
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