AGREEMENT by and between Frontline Communications corporation, formerly
known as Easy Street OnLine, Inc. ("Frontline"), and Xxxxxxx Xxxx ("Char").
WHEREAS Char was formerly an officer and director of Frontline and
currently owns 320,000 fully paid and non-assignable shares of common stock of
Frontline (the "Char Shares");
WHEREAS several disputes arose as between Frontline and Char which
Frontline and Char hereto wish to resolve;
WHEREAS pursuant to this Agreement, the parties intend to resolve all
controversies and claims as between them and to release each other as well as
other persons affiliated with Frontline and Char with respect to all possible
claims as between them and to terminate their relationships;
WHEREAS, as part of such resolution Frontline and Char entered into
an escrow agreement dated March 6, 1998 which is incorporated herein and
Frontline has delivered $65,000 to the Escrow Agent in accordance with such
Escrow Agreement;
WHEREAS, the parties have agreed to effect and finalize such settlement
upon the consummation of a proposed initial public offering of securities of
Frontline (the "Closing").
NOW, THEREFORE, in consideration of the acts, covenants and agreements
hereinafter discussed, the parties hereto agree as follows:
1. Upon execution of this Agreement, Frontline shall deliver to the
Escrow Agent to hold in escrow for delivery to Char at the Closing the following
a. a duplicate executed original of this Agreement obligating
Frontline to pay to Char at the Closing the sum of $435,000
representing payment for the purchase and retirement by Frontline
of all the Char Shares except for 24,480 Char Shares which Char
shall retain; (the Char Shares to be sold to Frontline by Char
pursuant to this Agreement shall hereinafter be referred to as
the "Char Sold Shares");
b. executed general releases running from Frontline, Xxxxx Xxxxxxxx,
Xxxxxxx X. Xxxx-Xxxxxxxx, Xxxxxxx Olbermann and Xxxxx Xxxxxx in
favor of Char;
2. Char hereby represents with respect to the Char Sold Shares he is
selling to Frontline that; (a) now and at the time of the Closing he is the sole
owner of such Char Sold Shares and such Char Sold Shares are fully-paid and
non-assessable shares of common stock, par value $.01 per share of Frontline
and Char has full power and authority to dispose of such Shares; (b) he has not
and at the time of the Closing has not sold, otherwise transferred, pledged or
encumbered the Char Sold Shares by any means; and (c) no third party now or at
the time of the Closing has any right, title or interest in the Char Sold
Shares.
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3. Char agrees upon execution of this Agreement to waive all claims
and rights to the Char Sold Shares, and deliver to the escrow agent an executed
lock up agreement as relating to the unsold shares.
4. By this agreement, Char ratifies and affirms that he has resigned
from and is no longer an officer, director or employee of Frontline.
5. Upon execution of this Agreement, Char shall deliver to the Escrow
Agent for delivery to Frontline at the Closing;
(a) executed general release running from Char, Wearableart, Bazookie
& Company LLC and Bazookie & Company LLC, d/b/a Wearableart to
Frontline Communications Corp., East Street Online, Inc., Xxxxx & Co.
LLC, Xxxxx & Co. LLC d/b/a Inet Communication, Co., Inet
Communications Co., LLC, Xxxx Girl & Co. LLC, Xxxxx Xxxxxxxx, Xxxxxxx
X. Xxxx-Xxxxxxxx, Xxxxxxx Olbermann, Xxxxx Xxxxxx, Xxxxxx Xxxxxxxxxx
LLP, Xxxxxxx Xxxxxxxxx and Xxxxxxxx X. Xxxxxxxxxx.
(b) Executed Stipulations of discontinuance, with prejudice,
discontinuing certain actions initiated by Xxxxxxx Xxxx entitled
"Xxxxxxx Xxxx V. Xxxxx Xxxxxxxx" in the Supreme Court, State of New
York, Rockland County, Index. No. 6647/97, and "Xxxxxxx Xxxx V.
Frontline Communications Company," in the Supreme Court, State of New
York, Rockland County, Index No. 6646/97.
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6. Upon the delivery of a duplicate original of this executed
Agreement, and the stipulations, and releases as set forth herein, and as listed
in Schedule "A" attached hereto, to the Escrow Agent, the Escrow Agent shall
deliver from the Escrow Fund a check payable to Char in the sum of $50,000 in
satisfaction of all obligations of Frontline to Char for any credit card debts
of Char and a check payable to Xxxxxx & Xxxxxxxxx LLP and Xxxxxxxxxx, Xxxxxx &
Xxxxxxx CPA (collectively the "Xxxxxx Parties") in the sum of $15,000 for all
monies due the Xxxxxx parties by Frontline. Such checks shall be delivered by
the Escrow Agent only on condition that simultaneously therewith there shall be
delivered to Frontline (a) an executed stipulation of Discontinuance,
discontinuing with prejudice, the action by the Xxxxxx Parties against Frontline
in the Civil Court of the City of New York, County of New York entitled "Xxxxxx
& Xxxxxxxxx, RLLP and Xxxxxxxxxx. Xxxxxx & Radezky, CPA, P.C. plaintiff against
Frontline Communications Corp., defendant, Index No. 33977/97 (b) a release by
Char releasing Frontline of all obligation to pay any credit card or other
obligation of Char, and (c) general releases from the Xxxxxx Parties to
Frontline.
7. Char agrees that with respect to the 24,480 Char Shares not sold to
Frontline at the Closing ("Unsold Shares") that he will not sell or otherwise
transfer the Unsold Shares until the longer of two years from the date of the
Closing or Frontline reporting $1.9 million in pre-tax earnings in a calendar
year, and such, restrictions shall be placed on such
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Unsold Shares upon delivery of such shares by the transfer agent at the closing.
8. Upon the Closing Frontline shall make the payments provided for in
paragraph 1a and the documents in escrow shall be released and exchanged as
provided for herein and each party shall take all steps and sign all other
documents as required by this Agreement to carry out its terms.
9. This Agreement will only become effective upon the delivery of all
executed documents to the Escrow Agent required by this Agreement as specified
in Schedule "A" attached hereto, until which time the escrow agreement
previously executed by the parties remains in full force and affect.
10. This agreement is binding upon the parties hereto, their
successors, heirs and assigns and parties aligned in interest.
11. Char agrees that he will not disparage or take any steps to
interfere with or disrupt the business and/or financial affairs of Frontline
Communication Corp., or its officers or directors.
12. This agreement and the documents to be executed and delivered
herewith constitute the entire agreement between the parties and there are no
other representations or warranties, except as expressly set forth herein and in
the documents and agreements being exchanged and executed herewith and expressly
referred to in this agreement.
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13. This agreement is governed by the laws of the State of New York.
XXXXXXX XXXX FRONTLINE COMMUNICATIONS CORP.
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XXXXXXX XXXX
By: Xxxxxxx X. Xxxx-Xxxxxxxx
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President
