Exhibit 10.93(d)
October 17, 2002
Xxxxxx Xxxxxx
Paradigm Sales, Inc.
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Re: PUT AND CALL AGREEMENT
Dear Xxxxxx,
Reference is hereby made to that certain Asset Purchase Agreement, dated
November 14, 2001, by and between Vertical Computer Systems, Inc. ("Vertical")
and Paradigm Sales, Inc. ("Paradigm") and a certain letter agreement, dated
October 17, 2002, by and between Vertical and Mountain Reservoir Corporation, on
the one hand, and Xxxxxx Xxxxxx on the other.
1. Vertical has issued to Paradigm and Paradigm has accepted 50,000 shares of
Vertical Class C Preferred Stock. Each share of Class C Preferred stock is
convertible into 400 Shares of Vertical Common Stock. Paradigm shall have the
right to sell to Vertical and Vertical agrees to redeem the common stock
represented by 12,500 shares of Vertical's Class C Preferred Stock, held by
Paradigm, pursuant to that certain Asset Purchase Agreement, dated November 14,
2001 by and between Vertical and Paradigm ("Paradigm's Preferred Stock"), at a
price of $0.04 per share ("Put"). Such Put shall be exercisable, upon ten (10)
days prior written notice delivered personally to Vertical, on March 17, 2003,
Vertical shall have the option of paying the put price within ten (10) business
days or issuing an additional 2500 shares of its Class C Preferred Stock, which
shall have the same conversion rights.
2. Vertical shall have the option of redeeming, at anytime prior to March 17,
2003, Paradigm's holdings of Vertical Common Stock represented by the Vertical
Preferred Stock at a price of $0.06 per share ("Call"). Paradigm expressly
acknowledges that its rights as set forth in paragraph 1 are expressly
conditioned upon this paragraph 2.
3. Paradigm may assign this agreement to third party, provided that the
aggregate number of shares of stock is no more the 12,500 of Vertical's Class C
Preferred Stock and Paradigm provides notice to Vertical of such assignment.
Such notice shall also include any legal documents or instruments by which the
applicable shares of Vertical's Class C Preferred Stock were transferred as well
as any other documentation reasonably requested by Vertical.
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This agreement will be governed by California and subject to the jurisdiction
and venue of the state and federal courts of Los Angeles, California.
Yours truly,
VERTICAL COMPUTER SYSTEMS, INC.
By:
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Xxxxxxx Xxxx, President
ACCEPTED AND AGREED:
BY:
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Xxxxxx Xxxxxx, on behalf of Paradigm
Dated:
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