Exhibit 99.1
AGREEMENT
This Agreement made as of the first day of November, 2000 (the
"Effective Date") by and among Symposium Corporation ("Symposium"), a Delaware
corporation, with its principal office in New York, New York, Xxxxxxx X.
Xxxxxxxx ("Xxxxxxxx"), RLP Holdings, L.P. ("RLP"), a Georgia limited
partnership, both of Atlanta, Georgia, and AmeriNet, Inc. ("AmeriNet"), an
Oregon corporation, with its principal office in Lake Oswego, Oregon.
In consideration of ten dollars ($10) and other good and valuable
consideration the parties hereby agree as follows:
1. RLP is the owner and holder of a negotiable promissory note in the
principal amount of $500,000 from AmeriNet, dated February 2, 2000 (the "Note").
Said Note bears interest at the rate of 8% per annum. The interest and principal
of said Note is unpaid. As of November 1, 2000 the accrued and unpaid interest
totals $30,000. The Company has agreed to purchase the Note from RLP pursuant to
a Letter Agreement, dated January 28, 2000 (the "Letter Agreement") between
Symposium and RLP. As of November 1, 2000, RLP shall transfer, without recourse,
the Note to Symposium in exchange for 1,000,000 shares of the common stock, par
value $0.001 per share (the "Common Stock"), of Symposium (the "Shares") and
$30,000. Said Shares shall be evidenced by a certificate issued in the name of
RLP Holdings, LP. Said Shares shall be duly and validly authorized, fully paid
and non-assessable shares.
2. RLP represents and warrants to Symposium that, as of the Effective
Date and the date of execution and delivery hereof: (a) RLP is the sole owner of
the Note, which Note is not subject to any lien, claim or security interest of
any person, and RLP has not sold, transferred or assigned the Note or any
interest therein; (b) it is acquiring the Shares solely for its own account, for
investment purposes only and with no present intention of distributing, selling
or otherwise disposing of such Shares in violation of subsection 5 of the
Securities Act of 1933 (the "Act") or any state securities law; (c) RLP is an
"accredited investor" as defined in Rule 501(a) under the Act; (d) Symposium has
made available to it and its representatives and agents the opportunity to ask
questions of the officers and management employees of Symposium and to acquire
such additional information about the business and financial condition of
Symposium as RLP has requested and all such information has been received; and
(e) RLP understands that the Shares may not be offered for sale, sold or
otherwise transferred except pursuant to an effective registration statement
under the Act and in compliance with the applicable securities laws of any state
or other jurisdiction, or pursuant to an opinion of counsel satisfactory to the
Company that such registration is not required and such compliance has been
obtained. An appropriate legend shall be placed upon the certificate evidencing
the Shares setting forth the restrictions imposed on RLP's transfer of such
Shares.
3. Pursuant to Amendment 1 to Stock and Partnership Interest Pledge
Agreement entered into January 28, 2000 ("Amendment 1") by and between Symposium
and Xxxxxxxx, Symposium herewith delivers to Xxxxxxxx a certificate for 600,000
shares of Symposium's Common Stock, free and clear of the June 9, 1999 Stock and
Partnership Interest Pledge Agreement by and between Symposium and Xxxxxxxx.
Symposium also delivers to Xxxxxxxx
herewith a certificate for 1,900,000 shares of Symposium's Common Stock which,
in accordance with said Amendment 1, Xxxxxxxx redelivers to Symposium, together
with an executed blank Stock Power, with medallion signature guarantees, as the
Pledged Collateral.
4. Symposium and Xxxxxxxx entered into a Registration Rights Agreement
on January 28, 2000 (the "Registration Rights Agreement"), pursuant to which,
among other things, Symposium agreed to register with the SEC one million shares
of the Symposium Common Stock owned by Xxxxxxxx. The parties agree that the
Registrations Rights Agreement is hereby amended and modified as follows:
a. RLP is added as a party to the Registration Rights Agreement.
b. The definition of "Demand Registrable Stock" is amended to read in
its entirety as follows: "Demand Registrable Stock" shall mean 2,500,000 shares
of the Securities owned by Purchaser and 1,000,000 shares of the Securities
owned by RLP."
c. Section 3(a) is amended to read in its entirety as follows:
"Symposium as soon as reasonably practical shall file with the SEC a
registration statement including the 2,500,000 shares of Common Stock owned by
Xxxxxxxx and the 1,000,000 shares of Common Stock owned by RLP. Purchaser and
RLP agree that, notwithstanding the registration of the Demand Registrable Stock
owned by them, they will not, for a period of one year from the effective date
of said registration statement (the "Restricted Period"), sell any more shares
of Demand Registrable Stock, in the aggregate, than Xxxxxxxx would be entitled
to sell during the Restricted Period in compliance with Rule 144(e)(1) under the
Act). Notwithstanding the foregoing, such limitation on the sale of Demand
Registrable Stock during the Restricted Period shall not apply to any
organization exempt under Section 501(c)(3) of the Internal Revenue Code of
1986, as amended (the "Code"), or charitable remainder trust within the meaning
of Section 664 of the Code to which Xxxxxxxx or RLP have donated Demand
Registrable Stock."
d. The first sentence of Section 4 of the Registration Rights Agreement
is amended by deleting the reference to the date "March 15, 2001" and inserting
the following in lieu thereof: "the 180th day following the effective date of
the registration statement filed by the Company pursuant to Section 3(a)
hereof."
5. Pursuant to a Loan Agreement dated January 28, 2000 (the "Loan
Agreement"), between Symposium and AmeriNet, Symposium agreed to make loans to
AmeriNet in an aggregate principal amount not to exceed $1,000,000. As of the
date hereof, Symposium has loaned AmeriNet an aggregate principal amount of
$300,000 pursuant to the Loan Agreement. Symposium and AmeriNet hereby agree
that, notwithstanding any provision of the Loan Agreement to the contrary,
Symposium will have no obligation to make any further Loans to AmeriNet
thereunder and the Loan Agreement is hereby amended to so provide.
6. This Agreement will be governed by the laws of the State of New York
applicable to contracts made and to be performed entirely within such State.
This Agreement may be executed in counterparts and by the parties hereto in
separate counterparts, each of which shall constitute an original and all of
which together shall constitute one and the same agreement. This
Agreement supersedes any prior understanding or agreement, written or oral,
between or among the parties hereto (or any of them) relating to the subject
matter hereof. However, except as amended hereby, the Registration Rights
Agreement, the Stock and Partnership Interest Pledge Agreement, as amended by
Amendment 1 thereto, and the Loan Agreement shall remain in full force and
effect as executed and delivered by the parties. Each party hereby waives any
default or failure by any other party hereto, through the date hereof, to
perform any obligation of such other party set forth in the Registration Rights
Agreement, the Loan Agreement, the Stock and Partnership Interest Pledge
Agreement, as amended by Amendment 1 thereto, the Note or the Letter Agreement.
IN WITNESS WHEREOF the parties have duly executed this Agreement as of
the day and year first above written.
SYMPOSIUM CORPORATION
By: /s/ Xxxxxx Xxxxxxx
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Its:___________________________
/s/ Xxxxxxx Xxxxxxxx
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XXXXXXX X. XXXXXXXX
RLP HOLDINGS, LP
By: /s/ Xxxxxxx Xxxxxxxx
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Its:____________________________
AMERINET, INC.
By: /s/ Xxxxxxx Xxxxxxxx
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Its:____________________________
