Exhibit 10.17
Waiver and Release
WHEREAS, Universe2U Inc. (the "Company") and First Union Asset Management
("First Union") have previously executed an exclusive agreement providing for
First Union to assist the Company with one or more private placements of equity
securities of the Company (the "Financial Consulting Agreement").
WHEREAS the Company and First Union believe that it is in their mutual best
interests to amend the Financial Consulting Agreement and to execute this Waiver
and Release;
NOW, THEREFORE, in consideration of the premises and the mutual promises herein
made, of which the adequacy and sufficiency is expressly acknowledged by the
parties, the parties hereby agree as follows (capitalized terms not otherwise
defined herein shall have the meanings set forth in the Financial Consulting
Agreement):
1. Except as provided below, each of the Company and First Union hereby agrees
to release and discharge the other from any continuing obligations or
obligations which have not as of yet been performed by either party pursuant
to the terms of the Financial Consulting Agreement.
2. First Union shall be entitled to complete the placement of up to 1,000,000
shares of Company Common Stock and 1,000,000 warrants to non-U.S. Persons
under Regulation S of the Securities Act of 1933, as amended, upon the terms
and conditions previously approved by the Board of Directors of the Company
(the "Placement").
3. As compensation for completing all or any portion of the Placement, First
Union shall receive the placement fee contemplated by section 3(b) of the
Financial Consulting Agreement and be entitled to exercise the rights
granted pursuant to section 3(c) and 3(e) of the Financial Consulting
Agreement.
4. Until the completion of the Placement, each of the Company and First Union
shall be entitled to the benefit of and agree to discharge their obligations
under, as the case may be, sections 5, 6, 7, 8, 9, 13 and 16 of the
Financial Consulting Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Waiver and Release as
of the 25th day of July, 2000.
FIRST UNION ASSET MANAGEMENT.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: President
UNIVERSE2U, INC.
By: /s/ Xxx Xxxxx
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Name: Xxx Xxxxx
Title: CEO
