Superseder & Settlement Agreement
This Superseder & Settlement Agreement (the "Agreement") is made and
entered into by and among AmeriNet Xxxxx.xxx, Inc., a publicly held Delaware
corporation with a class of securities registered under Section 12(g) of the
Exchange Act ("AmeriNet"); and, Xxxxx X. Xxxxxxx, a Florida resident who
currently serves as an officer of AmeriNet or as a member of AmeriNet's board of
directors (Xx. Xxxxxxx;" AmeriNet and Xx. Xxxxxxx being sometimes hereinafter
collectively referred to as the "Parties" or generically as a "Party").
Preamble:
WHEREAS, AmeriNet is entering into a reorganization agreement pursuant to
Section 368(a)(1)(B) of the Code with Park City Group, Inc., a Delaware
corporation headquartered in Park City Utah ("PCG") pursuant to which, AmeriNet
must, at the time of closing, secure the resignation of all of its officers and
directors, other than Xx. Xxxxxx X. Xxxxxxx, who will remain on AmeriNet's board
of directors as a designee of the Yankee Companies, Inc., a Florida corporation
("Yankees"), and discharge all liabilities and obligations to them, as a result
of which, AmeriNet must enter into agreements with all existing officers and
directors to terminate all agreements and secure their resignations, as of the
closing on the PCG acquisition, subject to the condition precedent that it is in
fact acquired and
WHEREAS, subject to the terms and conditions set forth below, Xx. Xxxxxxx
is agreeable to making the concessions required in order for AmeriNet to meet
the conditions and obligations of its proposed agreement with PCG:
NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable consideration,
the Parties, intending to be legally bound, hereby agree as follows:
Witnesseth:
Article I
Definitions
The following terms or phrases, as used in this Agreement, will have the
following meanings:
(A) Accredited Investor:
An investor that meets the requirements for treatment as an accredited
investor, as defined in Rule 501(a) of Commission Regulation D, which provides
as follows:
Accredited investor. "Accredited investor" will mean any person who comes
within any of the following categories, or who the issuer reasonably
believes comes within any of the following categories, at the time of the
sale of the securities to that person:
(1) Any bank as defined in section 3(a)(2) of the Act, or any savings
and loan association or other institution as defined in section
3(a)(5)(A) of the Act whether acting in its individual or fiduciary
capacity; any broker or dealer registered pursuant to section 15 of
the Securities Exchange Act of 1934; any insurance company as defined
in section 2(13) of the Act; any investment company registered under
the Investment Company Act of 1940 or a business development company
as defined in section 2(a)(48) of that Act; Small Business Investment
Company licensed by the U.S. Small Business Administration under
section 301(c) or (d) of the Small Business Investment Act of 1958;
any plan established and maintained by a state, its political
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subdivisions,or any agency or instrumentality of a state or its
political subdivisions for the benefit of its employees, if such plan
has total assets in excess of $5,000,000; employee benefit plan within
the meaning of the Employee Retirement Income Security Act of 1974 if
the investment decision is made by a plan fiduciary, as defined in
section 3(21) of such Act, which is either a bank, savings and loan
association, insurance company, or registered investment adviser, or
if the employee benefit plan has total assets in excess of $5,000,000
or, if a self-directed plan, with investment decisions made solely by
persons that are accredited investors;
(2) Any private business development company as defined in section
202(a)(22) of the Investment Advisers Act of 1940;
(3) Any organization described in Section 501(c)(3) of the Internal
Revenue Code, corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the
securities offered, with total assets in excess of $5,000,000;
(4) Any director, executive officer, or general partner of the issuer
of the securities being offered or sold, or any director, executive
officer, or general partner of a general partner of that issuer;
(5) Any natural person whose individual net worth, or joint net worth
with that person's spouse, at the time of his purchase exceeds
$1,000,000;
(6) Any natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income with
that person's spouse in excess of $300,000 in each of those years and
has a reasonable expectation of reaching the same income level in the
current year;
(7) Any trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person as described in
ss.230.506(b)(2)(ii); and
(8) Any entity in which all of the equity owners are accredited
investors.
(B) (1) Closing:
The effectuation of the transactions called for by this
Agreement, including exchange of securities, execution of
instruments, stock certificates, stock powers, releases and other
documents.
(2) Closing Date: The date on which the Closing takes place.
(3) PCG Closing: The Closing on AmeriNet's reorganization agreement
with PCG, which shall take place concurrently with and as a
condition to the Closing.
(C) Code:
The Internal Revenue Code of 1986, as amended.
(D) Commission:
The United States Securities and Exchange Commission.
(E) XXXXX:
The Commission's electronic data gathering and retrieval system accessible
by the public at the Commission's website located at xxxx://xxx.xxx.xxx.
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(F) (1) Exchange Act: The Securities Exchange Act of 1934, as amended.
(2) Exchange Act Reports:
The reports on Commission Forms 10-SB, 10-KSB, 10-QSB and 8-K and
Commission Schedules 14A and 14C, that AmeriNet is required to
file pursuant to Sections 13, 14, 15(d) and 12(g) of the Exchange
Act.
(G) Florida Act:
The Florida Securities and Investor Protection Act.
(H) Florida Rule:
Florida Rule 3E-500.005, which provides as follows: Disclosure
requirements of Section 517.061(11)(a)3., Florida Statutes.
(1) Transactions by an issuer which do not satisfy all of the
conditions of this rule will not raise any presumption that the
exemptions provided by Section 517.061(11), Florida Statutes is
not available for such transactions. Attempted compliance with
this rule does not act as an election; the issuer can also claim
the availability of Section 517.061(11), Florida Statutes,
outside this rule.
(2) The determination as to whether sales of securities are part of a
larger offering (i.e., are deemed to be integrated) depends on
the particular facts and circumstances. In determining whether
sales should be regarded as part of a larger offering and thus
should be integrated, the facts described in Rule 3E-500.01
should be considered.
(3) Although sales made pursuant to Section 517.061(11), Florida
Statutes, and in compliance with this rule, are exempt from the
registration provisions of this Act, such exemption does not
avoid the antifraud provisions of Sections 517.301 and 517.311,
Florida Statutes.
(4) The provisions of this rule will apply only to transactions which
are consummated with persons in the State of Florida.
(5) The requirements of Sections 517.061(11)(a)(3), Florida Statutes,
that each purchaser, or his representative be provided with or
given reasonable access to full and fair disclosure of all
material information will be deemed to be satisfied if either
paragraphs (5)(a) or (5)(b) are complied with:
(a) Access to or Furnishing of Information. Reasonable access
to, or the furnishing of, material information will be
deemed to have been satisfied if prior to the sale a
purchaser is given access to the following information:
1. All material books and records of the issuer; and
2. All material contracts and documents relating to the
proposed transaction; and
3. An opportunity to question the appropriate executive
officers or partners.
.
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(6) In the case of an issuer that is subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the provisions of paragraph (5)(b) of this rule will
be deemed satisfied by providing the following:
(a) The information contained in the annual report required to
be filed under the Securities Exchange Act of 1934 or a
registration statement on Form S-1 [CCH Federal Securities
Law Reporter P. 7121 ] under the Securities Act of 1933,
whichever filing is the most recent required to be filed,
and the information contained in any definitive proxy
statement required to be filed pursuant to Section 14 of the
Securities Exchange Act of 1934 and in any reports or
documents required to be filed by the issuer pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934, since the filing of such annual report or registration
statement; and
(b) A brief description of the securities being offered, the use
of the proceeds from the offering, and any material changes
in the issuer's affairs which are not disclosed in the
documents furnished.
(I) Reorganization:
The corporate events effected in reliance on Section 368(a)(1)(B) of
the Code which are to take place on or about April 17, 2001, between
AmeriNet and PCG as a result of which PCG will become a wholly owned
subsidiary of AmeriNet and the former PCG securities holders will become
the controlling stockholders of AmeriNet.
(J) Reorganization Agreement:
The agreement between AmeriNet and all of the stockholders of PCG
pursuant to which the Reorganization is to be effected.
(K) Rule 144(d)(3)(ii)
[Persons Deemed Not to Be Engaged in a Distribution and Therefore Not
Underwriters] .... (ii) Conversions. If the securities sold were acquired
from the issuer for a consideration consisting solely of other securities
of the same issuer surrendered for conversion, the securities so acquired
shall be deemed to have been acquired at the same time as the securities
surrendered for conversion ....
(L) S-8 Shares The shares to be issued registered by AmeriNet with the
Commission on Form S-8 and issued to Xx. Xxxxxxx in satisfaction of all
compensation due him under all agreements to provide services to AmeriNet,
including reimbursement for all expenses associated therewith.
(M) Section 3(a)(9)
(1) Sec. 3(a) of the Securities Act, which provides as follows in
subsection (9): Except as hereinafter expressly provided the
provisions of this title shall not apply to any of the following
classes of securities: .... [Securities Exchanged with Security
Holders] Sec. 3(a)(9) Except with respect to a security exchanged
in a case under title 11 of the United States Code, any security
exchanged by the issuer with its existing security holders
exclusively where no commission or other remuneration is paid or
given directly or indirectly for soliciting such exchange;
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(2) Commission Regulations ss.230.149, [Definition of "Exchanged" in
Section 3(a)(9), for Certain Transactions]: The term "exchanged"
in section 3(a)(9) shall be deemed to include the issuance of a
security in consideration of the surrender by the existing
security holders of the issuer, of outstanding securities of the
issuer, notwithstanding the fact that the surrender of the
outstanding securities may be required by the terms of the plan
of exchange to be accompanied by such payment in cash by the
security holder as may be necessary to effect an equitable
adjustment, in respect of dividends or interest paid or payable
on the securities involved in the exchange, as between such
security holder and other security holders of the same class
accepting the offer of exchange.
(3) Commission Regulations ss.230.150, [Definition of "Commission or
Other Remuneration" in Section 3(a)(9), for Certain Transactions]
The term "commission or other remuneration" in Section 3(a)(9)
shall not include payments made by the issuer, directly or
indirectly, to its security holders in connection with an
exchange of securities for outstanding securities, when such
payments are part of the terms of the offer of exchange.
(N) Securities Act:
The Securities Act of 1933, as amended.
(O) Service:
The United States Internal Revenue Service.
(P) Reserved.
(Q) All undefined financial terms will have the meanings ascribed to them
by generally accepted accounting practices, consistently applied on the
accrual basis of accounting, as modified by rules of the Commission
including Regulations SB and SK.
(R) Additional terms characterized by initial capital letters are defined
in this Agreement immediately following their first use.
Article II
Operative Provisions
Subject to the conditions precedent that: all actions required to be taken
in order to comply with the securities and other laws of each state having
jurisdiction over the transactions called for under this Agreement; and, that
the Reorganization becomes fully effective on or before May 31, 2001, the
Parties hereby agree as follows:
(A) Xx. Xxxxxxx hereby agrees to take all of the following actions, at or
before the Closing:
(1) Resign as an officer of AmeriNet;
(2) Resign as a member of AmeriNet's board of directors;
(3) Resign from any other capacities in which services or goods are
provided to AmeriNet.
(B) AmeriNet hereby agrees to take all of the following actions, at or before
the Closing:
(1) Accept the resignation of Xx. Xxxxxxx;
(2) Prepare and file a registration statement on Commission Form
S-8 registering the S-8 Shares;
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(3) Distributing the S-8 Shares to Xx. Xxxxxxx.
(C) The Parties hereby agree to terminate all employment, service and other
agreements between them, effective as of the Closing, provided that Xx. Xxxxxxx
will be entitled to receipt of all accrued but unpaid compensation under such
agreements, as of the Closing, in the form of 10,216 S-8 shares of AmeriNet's
common stock, such shares to be registered with the Commission as required under
the Securities Act and the Exchange Act, using Form S-8; provided, however, that
such shares may not be sold during the 365 day period following the closing at a
rate of more than $5,000 per month in aggregate sales proceeds.
(D) As a condition to Xx. Xxxxxxx'x receipt of the S-8 Shares, Xx. Xxxxxxx
hereby represents and warrants that Xx. Xxxxxxx:
(1) Is familiar with the requirements for treatment as an "accredited
investor" under Regulation D and Section 4(6) of the Securities
Act and meets one or more of the definitions of an "accredited
investor" contained in Rule 501(a) promulgated under authority of
Securities Act and has, alone or together with his, her or its
advisors or representatives, if any, such knowledge and
experience in financial matters that he she or it is capable of
evaluating the relative risks and merits of the transactions
contemplated hereby, the text of Rule 501(a) being set forth, in
full, above;
(2) Acknowledges that he, she or it has, based on his, her or its own
substantial experience, the ability to evaluate the transactions
contemplated hereby and the merits and risks thereof in general
and the suitability of the transaction for him, her or it in
particular;
(3) (a) Understands that the offer and transfer or issuance of the
securities involved is being made in reliance on the Party's
representation that he, she or it has reviewed all of
AmeriNet's reports filed with the Commission during the past
12 months and posted on the Commission's Internet web site
(xxx.xxx.xxx) under the XXXXX Archives sub site, and has
become familiar with the information disclosed therein,
including that contained in exhibits filed with such
reports;
(b) Is fully aware of the material risks associated with
becoming an investor in AmeriNet and confirms that he, she
or it was previously informed that all documents, records
and books pertaining to this investment have been available
from AmeriNet and that all documents, records and books
pertaining to this transaction requested by him, her or it
have been made available to him, her or it;
(4) Has had an opportunity to ask questions of and receive answers
from the officers of AmeriNet concerning the terms and conditions
of this Agreement and the transactions contemplated hereby, as
well as the affairs of AmeriNet, the contemplated affairs of PCG,
WRI, Vista Vacations, PriMed Technologies, Trilogy International,
Xxxxxxx and AmeriNet Communications and related matters;
(5) Has had an opportunity to obtain additional information necessary
to verify the accuracy of the information referred to in
subparagraphs (a), (b), (c) and (d) hereof, as well as to
supplement the information in the Exchange Act Reports called for
by the Florida Rule;
(6) Has represented that he, she or it has the general ability to
bear the risks of the subject transaction and that he, she or it
is a suitable investor for a private offering and hereby affirms
the correctness of such information;
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(7) Is aware that:
The securities involved are a speculative investment with no
assurance that AmeriNet, PCG, WRI, Vista Vacations, PriMed
Technologies, Trilogy International, Xxxxxxx and AmeriNet
Communications will be successful, or if successful, that such
success will result in payments to such Party or to realization
of capital gains by such Party on disposition of the securities
involved.
(8) Has obtained his, her or its own opinion from his, her or its own
legal counsel to the effect that after an examination of the
transactions associated herewith and the applicable law, no
action needs to be taken by any Party in conjunction with this
Agreement and the issuance of the securities involved in
conjunction therewith, other than such actions as have already
been taken in order to comply with the securities law
requirements of his, her or its state of domicile.
Article III
Superseder, Mutual Releases & Closing
(A) The terms of this Agreement supersede the terms of all other agreements
between AmeriNet, Xx. Xxxxxxx and their affiliates, all of which will be
henceforth be deemed null and void except that, in conjunction with the exchange
of any type of AmeriNet security for any other type of AmeriNet security
required by the terms of this Agreement, each such exchange shall be deemed a
separate transaction pursuant to the exemptive provisions of Section 3(a)(10) of
the Securities Act and Commission Rule 144(d)(3)(ii).
(B) In consideration for the exchange of covenants reflected above but
excepting only the obligations created by this Agreement, AmeriNet and Xx.
Xxxxxxx hereby each release, discharge and forgive the other, and each of the
others' subsidiaries, affiliates, members, officers, directors, partners, agents
and employees from any and all liabilities, whether current or inchoate, from
the beginning of time until the date of this Agreement.
(C) The transactions contemplated by this Agreement will be effected
concurrently with the Closing on the Reorganization but in any event, prior to
May 31, 2001, and, to the extent possible, the Closing will be effected through
exchange of documents and instruments in escrow, by next day delivery service,
such documents and instruments to be released from escrow concurrently with
confirmation by legal counsel to Xx. Xxxxxxx that all transactions contemplated
by this Agreement have been completed; provided, however, that the
Reorganization shall constitute a condition to the obligations of the Parties
and in the event that the Reorganization Agreement is terminated without
Closing, then this Agreement shall be deemed null and void due to failure of
conditions precedent.
Article IV
General Provisions
4.1 Interpretation.
(A) When a reference is made in this Agreement to schedules or exhibits, such
reference will be to a schedule or exhibit to this Agreement unless otherwise
indicated.
(B) The words "include," "includes" and "including" when used herein will be
deemed in each case to be followed by the words "without limitation."
(C) The headings contained in this Agreement are for reference purposes only
and will not affect in any way the meaning or interpretation of this Agreement.
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(D) The captions in this Agreement are for convenience and reference only and
in no way define, describe, extend or limit the scope of this Agreement or the
intent of any provisions hereof.
(E) All pronouns and any variations thereof will be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the Party or
Parties, or their personal representatives, successors and assigns may require.
(F) The Parties agree that they have been represented by counsel during the
negotiation and execution of this Agreement and, therefore, waive the
application of any law, regulation, holding or rule of construction providing
that ambiguities in an agreement or other document will be construed against the
party drafting such agreement or document.
4.2 Notice.
(A) All notices, demands or other communications given hereunder will be in
writing and will be deemed to have been duly given on the first business day
after mailing by United States registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:
(1) To AmeriNet:
AmeriNet Xxxxx.xxx, Inc.;
Crystal Corporate Center;
0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000-X;
Xxxx Xxxxx, Xxxxxxx 00000;
Attention: Xxxxxx X. Xxxxxxx, President;
Telephone (000)000-0000, Fax (000) 000-0000;
and, e-mail Xx@xxxxxxxxxxxxx.xxx;
(2) To Xx. Xxxxxxx:
Xxxxx X. Xxxxxxx;
0000 Xxxxxxxxx Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxx 00000;
Telephone: (000) 000-0000; and e-mail xxx0000@xxx.xxx
or such other address or to such other person as any Party will designate to the
other for such purpose in the manner hereinafter set forth.
(B) At the request of any Party, notice will also be provided by overnight
delivery, facsimile transmission or e-mail, provided that a transmission receipt
is retained.
(C) (1) The Parties acknowledge that the Yankees serves as a strategic
consultant to AmeriNet and has acted as scrivener for the Parties
in this transaction but that Yankees is neither a law firm nor an
agency subject to any professional regulation or oversight.
(2) Yankees has advised AmeriNet and Xx. Xxxxxxx to retain
independent legal and accounting counsel to review this Agreement
and its exhibits and incorporated materials on its own behalf.
(3) The decision by any AmeriNet or Xx. Xxxxxxx not to use the
services of legal counsel in conjunction with this transaction
will be solely at their own risk, each Party acknowledging that
applicable rules of the Florida Bar prevent Yankees's general
counsel, who has reviewed, approved and caused modifications on
behalf of Yankees, from representing anyone other than Yankees in
this transaction.
4.3 Merger of All Prior Agreements Herein.
(A) This instrument, together with the instruments referred to herein, contains
all of the understandings and agreements of the Parties with respect to the
subject matter discussed herein.
(B) All prior agreements whether written or oral are merged herein and will be
of no force or effect.
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4.4 Survival.
The several representations, warranties and covenants of the Parties
contained herein will survive the execution hereof and the
Reorganization and will be effective regardless of any investigation
that may have been made or may be made by or on behalf of any Party.
4.5 Severability.
If any provision or any portion of any provision of this Agreement,
other than one of the conditions precedent or subsequent, or the
application of such provision or any portion thereof to any person or
circumstance will be held invalid or unenforceable, the remaining
portions of such provision and the remaining provisions of this
Agreement or the application of such provision or portion of such
provision as is held invalid or unenforceable to persons or
circumstances other than those to which it is held invalid or
unenforceable, will not be affected thereby.
4.6 Governing Law.
This Agreement will be construed in accordance with the substantive
and procedural laws of the State of Delaware (other than those
regulating taxation and choice of law).
4.7 Indemnification.
(A) Each Party hereby irrevocably agrees to indemnify and hold the other
Parties harmless from any and all liabilities and damages (including legal or
other expenses incidental thereto), contingent, current, or inchoate to which
they or any one of them may become subject as a direct, indirect or incidental
consequence of any action by the indemnifying Party or as a consequence of the
failure of the indemnifying Party to act, whether pursuant to requirements of
this Agreement or otherwise.
(B) In the event it becomes necessary to enforce this indemnity through an
attorney, with or without litigation, the successful Party will be entitled to
recover from the indemnifying Party, all costs incurred including reasonable
attorneys' fees throughout any negotiations, trials or appeals, whether or not
any suit is instituted.
4.8 Dispute Resolution.
(A) In any action between the Parties to enforce any of the terms of this
Agreement or any other matter arising from this Agreement any proceedings
pertaining directly or indirectly to the rights or obligations of the Parties
hereunder will, to the extent legally permitted, be held in Broward County,
Florida, and the prevailing Party will be entitled to recover its costs and
expenses, including reasonable attorneys' fees up to and including all
negotiations, trials and appeals, whether or not any formal proceedings are
initiated.
(B) In the event of any dispute arising under this Agreement, or the
negotiation thereof or inducements to enter into the Agreement, the dispute
will, at the request of any Party, be exclusively resolved through the following
procedures:
(1)(a) First, the issue will be submitted to mediation before a
mediation service in Broward County, Florida to be selected by
lot from four alternatives to be provided, two by Xx. Xxxxxxx and
two by AmeriNet.
(b) The mediation efforts will be concluded within ten business days
after their initiation unless the Parties unanimously agree to an
extended mediation period;
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(2) In the event that mediation does not lead to a resolution of the
dispute then at the request of any Party, the Parties will submit the
dispute to binding arbitration before an arbitration service located
in Broward County, Florida to be selected by lot, in the same manner
as set forth for mediation.
(3)(a) Expenses of mediation will be borne equally by the Parties, if
successful.
(b) Expenses of mediation, if unsuccessful and of arbitration will be
borne by the Party or Parties against whom the arbitration
decision is rendered.
(c) If the terms of the arbitral award do not establish a prevailing
Party, then the expenses of unsuccessful mediation and
arbitration will be borne equally by the Parties involved.
(C) (1) It is agreed that this Agreement will be construed pursuant to
the laws of the State of Florida and, in the event it is necessary for
any party to seek to enforce this Agreement, jurisdiction will be in
the appropriate court or tribunal in Broward County, Florida and
United States Courts for the Southern District of Florida and that, in
the event it is necessary to enforce this Agreement, the prevailing
Party will be entitled to recover all reasonable costs, expenses, and
attorney's fees, and will be construed as costs for purposes of this
Agreement.
(2) The Parties specifically agree and waive any right to a jury
trial in the event that it is necessary for a party to institute legal
proceedings herein.
4.9 Benefit of Agreement.
The terms and provisions of this Agreement will be binding upon and
inure to the benefit of the Parties, their successors, assigns, personal
representatives, estate, heirs and legatees but are not intended to confer
upon any other person any rights or remedies hereunder.
4.10 Further Assurances.
The Parties agree to do, execute, acknowledge and deliver or cause to
be done, executed, acknowledged or delivered and to perform all such acts
and deliver all such deeds, assignments, transfers, conveyances, powers of
attorney, assurances, stock certificates and other documents, as may, from
time to time, be required herein to effect the intent and purpose of this
Agreement.
4.11 Counterparts.
(A) This Agreement may be executed in any number of counterparts.
(B) All executed counterparts will constitute one Agreement notwithstanding
that all signatories are not signatories to the original or the same
counterpart.
(C) Execution by exchange of facsimile transmission will be deemed legally
sufficient to bind the signatory; however, the Parties will, for
aesthetic purposes, prepare a fully executed original version of this
Agreement which will be the document filed with the Commission.
4.12 License.
(A) This form of agreement is the property of Yankees and has been
customized for this transaction with the consent of Yankees by its
general counsel.
(B) The use of this form of agreement by the Parties is authorized hereby
solely for purposes of this transaction.
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(C) The use of this form of agreement or of any derivation thereof without
Yankees' prior written permission is prohibited.
In Witness Whereof, AmeriNet and Xx. Xxxxxxx have caused this Agreement
to be executed by themselves or their duly authorized respective officers, all
as of the last date set forth below:
Signed, Sealed and Delivered
In Our Presence:
AmeriNet Xxxxx.xxx, Inc.
/s/ Xxxxx Xxx Xxxxxxxx (A Delaware corporation)
/s/ Xxxxxxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, President
(Corporation)
Attest: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, Secretary
Dated: May 21, 2001
State of Florida }
County of Palm Beach } ss.:
On this 21st day of May, 2001, before me, a notary public in and for
the county and state aforesaid, personally appeared Xxxxxx X. Xxxxxxx and
Xxxxxxx X. Xxxxxxx, to me known, and known to me to be the president and
secretary of AmeriNet Xxxxx.xxx, Inc., the above-described corporation, and to
me known to be the persons who executed the foregoing instrument, and
acknowledged the execution thereof to be their free act and deed, and the free
act and deed of AmeriNet Xxxxx.xxx, Inc., for the uses and purposes therein
mentioned. In witness whereof, I have hereunto set my hand and affixed my
notarial seal the day and year in this certificate first above written. My
commission expires the 7th day of June, 2004.
{Seal}
/s/ Xxxxx Xxx Xxxxxxxx
Notary Public
/s/ Xxxxx Xxxxxxxx Xxxxx X. Xxxxxxx
/s/ Xxxxxxx Xxxxxxx
/s/ Xxxxx X. Xxxxxxx
Dated: May 17, 2001
State of Florida }
County of Palm Beach } ss.:
On this 17th day of May, 2001, before me, a notary public in and for
the county and state aforesaid, personally appeared Xxxxx X. Xxxxxxx, to me
known to be the persons who executed the foregoing instrument, and acknowledged
the execution thereof to be his free act and deed, for the uses and purposes
therein mentioned. In witness whereof, I have hereunto set my hand and affixed
my notarial seal the day and year in this certificate first above written. My
commission expires the 3rd day of Januray, 2003.
(Seal)
/s/ Xxxxxxx X. Xxxxxx
Notary Public
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