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EXHIBIT 10.1.26
AGREEMENT TO RELINQUISH STOCK OPTIONS
THIS AGREEMENT is made and entered into to be effective for all purposes
as of June 25, 1998, by and among Newriders, Inc., a Nevada Corporation (the
"Company"), Xxxx Xxxxxx ("Xxxxxx"), Xxxxxxx Xxxxxxxxx ("Nordstrom"), Xxxxxxx
Xxxxxxx ("Xxxxxxx"), Xxxxx Xxxxx ("Knyal") and Xxxxxx Gallery ("Gallery") with
respect to the following facts:
X. Xxxxxx is the Chairman of the Company's Board of Directors.
X. Xxxxxxxxx is the Executive Vice President for Finance and
Administration and a member of the Board of Directors of the Company.
X. Xxxxxxx is the Chief Executive Officer and a member of the Board of
Directors of the Company.
D. Knayl and Gallery are members of the Board of Directors of the
Company.
E. Each of Xxxxxx, Nordstrom, Prather, Knyal and Gallery (collectively,
the Optionees), hold options to purchase shares of the Company's Common Stock.
F. The Company is or is about to become a party to several agreements
including (i) the Stock Contribution Agreement among the Company, Easyriders,
Inc., a wholly owned subsidiary of the Company to be formed, Paisano
Publications, Inc., Easyriders of Columbus, Inc., Easyriders Franchising, Inc.,
Xxxxxx, Inc., Bros Club, Inc., Associated Rodeo Riders On Wheels and Xxxxxx
Xxxxxx; (ii) the LLC Interest Contribution Agreement among the Company,
Easyriders, Inc., Martin, Prather, Xxxxx Xxxxxxx and M & B Restaurants, L.C.;
and (iii) the Agreement and Plan of Merger and Reorganization among the
Company, Easyriders, Inc. and Easyriders Sub, Inc., (collectively, the
"Reorganization Documents").
G. The purpose of the Reorganization Documents is to accomplish a
reorganization of the Company as therein described (the "Reorganization").
H. In order to facilitate the Reorganization, the Optionees are
willing, concurrently with the consummation of the Reorganization, to
relinquish certain options that they have to acquire stock of the Company.
NOW, THEREFORE, in consideration of the foregoing and in consideration of
the mutual covenants contained herein, the parties hereby agree as follows:
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1. Agreement to Relinquish Options. The Optionees hereby agree that
concurrently with and conditioned upon the consummation of the Reorganization,
they will relinquish the following options to acquire shares of common stock of
the Company:
Optionee # of Options Relinquished Source of Options
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Xxxxxx 500,000 Agreement 3/11/97
Xxxxxx 1,500,000 Agreement 7/2/97
Nordstrom 500,000 Agreement 8/22/97
Xxxxxxx 750,000 Agreement _______
Knyal 20,000 Agreement 7/16/97
Gallery 20,000 Agreement 7/16/97
2. Entire Agreement. This Agreement and items incorporated herein
contain all of the agreements of the Parties hereto with respect to the matters
contained herein; and no prior agreement or understanding pertaining to any
such matter shall be effective for any purpose. No provisions of this Agreement
may be amended or modified in any manner whatsoever except by an agreement in
writing signed by duly authorized representatives of each of the Parties hereto.
3. Counterparts. This Agreement may be executed in one or more counter-
parts and such counterparts taken together shall constitute one and the same
document.
IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective for all purposes as of the date first hereinabove written.
Newriders, Inc., a
Nevada corporation
By /s/ XXXXXXX X. XXXXXXXXX
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Xxxxxxx X. Xxxxxxxxx
Executive Vice President
Finance and Administration
/s/ XXXX XXXXXX
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Xxxx Xxxxxx
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/s/ XXXXXXX XXXXXXXXX
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Xxxxxxx Xxxxxxxxx
/s/ XXXXXXX XXXXXXX
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Xxxxxxx Xxxxxxx
/s/ XXXXX XXXXX
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Xxxxx Xxxxx
/s/ XXXXXX GALLERY
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Xxxxxx Gallery
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