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EXHIBIT 10.16
XxxXxxxx.xxx, Inc.
0000 Xxxxx Xxxx Xxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Xxxx X. XxXxxxxxxx
President and Chief Executive Officer
January 19, 2000
Xx. Xxxxx Xxxx
Xxxxx AG
KP-AKV
Building W 1
D-51368 Leverkusen
Gentlemen:
This letter will evidence our mutual understanding and agreement with
respect to the strategic alliance (the "Strategic Alliance") between
XxxXxxxx.xxx, Inc., a Delaware corporation (the "Company") and Xxxxx XX
("Purchaser").
1. Purchase of Company Common Stock by Purchaser.
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(a) Purchaser hereby agrees to purchase 204,291 shares of the
Company's common stock, par value $.01 per share (the "Common
Stock"), pursuant to a Subscription Agreement (in the form
attached hereto as Exhibit A) for $2,000,008.89 in cash.
(b) Following such payment, a dollar-for-dollar credit will accrue to
Purchaser's trading account against which one-sided commissions
generated by Purchaser pursuant to that certain Participant
Agreement between Purchaser and the Company (the "Participant
Agreement"), will be debited. Any credit attributable to payments
on the Note that remain in Purchaser's trading account as of
December 31, 2001 will be cancelled.
2. Other Obligations and Agreements.
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(a) Use of Names. Neither party to this agreement may reference the
other party to this agreement in presentations, advertising,
promotions or other published information without the other
party's prior consent (which consent shall not be unreasonably
withheld); provided, however, that either party may make such
disclosure if in the reasonable opinion of such party's counsel
such disclosure is required by law under the circumstances.
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(b) Trading Use. Purchaser shall use the Company's trading platform
as the preferred platform for e-Commerce trading for all the
products traded on the Company's platform from the date hereof
through December 31, 2001 for any products that it buys, sells,
trades, auctions, reverse auctions or otherwise transfers using
e-Commerce to the extent such products are then traded over the
Company's system.
3. Miscellaneous.
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(a) The Strategic Alliance, this letter agreement and all
documentation contemplated by this letter shall be governed by
the laws of the State of Texas, without regard to any conflict of
laws principles.
(b) Each of Purchaser and the Company will bear its own costs and
expenses of the preparation of the documentation and performance
of the obligations set forth in this letter.
If this letter correctly sets forth our understanding, please indicate
your acceptance by executing this letter in the space provided below.
Very truly yours,
/s/ XXXX X. XXXXXXXXXX
Xxxx X. XxXxxxxxxx
ACCEPTED AND AGREED TO
THIS 24th DAY OF JANUARY, 2000:
XXXXX XX
By: /s/ XXXXX XXXX
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Name: Xxxxx Xxxx
Title: KP-AKV
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