EXHIBIT 6.9
AGREEMENT
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This Agreement is made and entered into as of the 7th day of February,
1997 by and between INTERNATIONAL COMPUTEX, INC., a Georgia corporation ("ICI"),
and X.X. XXXXXX & CO., INC. ("X.X. Xxxxxx").
The parties hereto, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, hereby enter into the
following agreements relating to an offer to be made by ICI to offer rescission
(the "Rescission Offer") to the purchasers ("Purchasers") of Senior Debentures
of ICI, in the aggregate principal amount of $1,115,000 (the "Debentures"), sold
by X.X. Xxxxxx on behalf of ICI in a private placement offering:
1. ICI agrees to furnish to each of the Purchasers a rescission
letter, in such form as shall have been approved by X.X.Xxxxxx, offering to
refund to them the full amount of their investment, plus interest from their
respective dates of subscription in the amount of six percent (6%) per annum, if
they elect to rescind their investment.
2. In light of certain misunderstandings that occurred in connection
with the sale of the Xxxxxxxxxx, X.X. Xxxxxx has agreed to make the following
payments to ICI, in each case due and payable within two business days after ICI
notifies X.X. Xxxxxx that ICI has become obligated to make rescission payments
to a particular Purchaser:
(a) The full amount of the commissions and nonaccountable expense
reimbursement received by X.X. Xxxxxx with respect to the
particular Purchaser; and
(b) An amount equal to the interest payments that must be made by
ICI to the particular Purchaser pursuant to the Rescission
Offer.
3. ICI will notify X.X. Xxxxxx on an ongoing basis as notices of
rescission are received from subscribers for the Debentures.
4. ICI and X.X. Xxxxxx will instruct their respective legal counsel
to assist in modifying the Registration Statement to (a) include the Debenture
Warrants and the Common Stock that may be acquired pursuant to exercise of those
Warrants in the Registration Statement for the initial public offering of ICI
and (b) to reflect the "lock up" provision to be described in the Rescission
Offer. Further, X.X. Xxxxxx will instruct its legal counsel to take appropriate
steps to inform the Securities and Exchange Commission, at the time the initial
public offering is filed or promptly thereafter, with respect to the
circumstances surrounding the Rescission Offer.
5. X.X. Xxxxxx will reimburse ICI in the amount of $8,000 for legal
expenses incurred in addressing certain issues pertaining to the Debentures.
Such payment shall be made within ten (10) business days after the date of this
Agreement.
6. X.X. Xxxxxx will reimburse and indemnify ICI for all other costs
that ICI must pay to third parties, excluding costs associated with securities
registration, as a result of the misunderstandings related to the sale of the
Debentures. ICI shall not settle or otherwise dispose of any claim made by a
third party for which ICI seeks indemnification under this paragraph without
first obtaining the express written consent of X.X. Xxxxxx, which consent shall
not be unreasonably withheld. This indemnification shall be in addition to, and
is not in lieu of, any liability that X.X. Xxxxxx may have under the terms of
the Selling Agent Agreement in connection with the offer and sale of the
Debentures.
IN WITNESS WHEREOF, this Agreement has been executed as of the date
first set forth above.
INTERNATIONAL COMPUTEX, INC.
By:
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Title:
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X. X. XXXXXX & CO., INC.
By:
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Title:
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