Exhibit 10.72
SURRENDER AND WAIVER AGREEMENT
AGREEMENT dated this 27th day of January, 1997 between URT INDUSTRIES, INC.
("URT"), a Florida corporation with offices at 0000 Xxxx Xxxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxx 00000, and PEACHES ENTERTAINMENT CORPORATION
("PEC"), a Florida corporation with offices at 0000 Xxxx Xxxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxx 00000.
WHEREAS, URT is the owner of 2,500 shares of the Series A preferred
stock of PEC, and
WHEREAS, the certificate of incorporation of PEC provides that the
holders of outstanding shares of Series A preferred stock of PEC have
the right to convert such shares into shares of common stock of PEC,
and
WHEREAS, the directors of both URT and PEC have determined that it is
in the respective best interests of URT and PEC for URT to surrender
and waive its right to convert such outstanding shares of Series A
preferred stock into shares of PEC common stock,
IT IS, THEREFORE, AGREED:
1. In consideration of $1.00 and other good and valuable consideration
received by it, URT agrees to and does, by the execution and delivery of this
instrument, surrender and waive its right to convert the 2,500 shares of the
Series A preferred stock of PEC which are owned by it into shares of common
stock of PEC as provided for in the certificate of incorporation of PEC.
2. From and after the date hereof, PEC shall have no obligation to continue
to reserve any shares of its common stock for the possible conversion of the
2,500 shares of Series A preferred stock owned by URT and all shares of common
stock of PEC which had been reserved for such purpose shall be deemed to be part
of the authorized but unissued shares of stock of PEC.
3. URT agrees to execute and deliver such other and further documents at
any time as PEC may reasonably request in order to further evidence such waiver
and surrender.
4. This Agreement shall be governed by the law of the State of Florida.
IN WITNESS WHEREOF, each of the undersigned has executed this document on
the date and year set forth above.
URT INDUSTRIES, INC.
By: s/Xxxxx Xxxx
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PEACHES ENTERTAINMENT CORPORATION
By: s/Xxxxx Xxxx
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