EXHIBIT 2.2
February 18, 1997
Material Technology, Inc.
00000 Xxxx Xxxxxxx Xxxxxxxxx
Xxxx Xxxxx 000
Xxx Xxxxxxx, XX 00000
Gentlemen:
Reference is made to the Stock Purchase Agreement dated as of February 17,
1997 among Montpilier Holdings, Inc. ("MHI"), SecurFone America, Inc.
("SecurFone"), Material Technology, Inc. ("Matech") and Xxxxxx X. Xxxxxxxxx
("RMB").
In consideration for entering into the Stock Purchase Agreement, the
parties agree as follows:
1. The officers of SecurFone are: Chief Executive Officer - Xxxxxxx
Xxxxxxx; President - Xxxxxxxx Xxxxxx; Vice President - Xxxxx Xxxxx; Treasurer
and Chief Financial Officer - Xxxxxxx Xxx; Secretary - Xxxxxx Xxxxxxxxx. These
persons and Xxxxx Xxxxxxx are the directors. The sole shareholder of SecurFone
is Montpilier Holdings, Inc.
2. MHI agrees, for a period of two years following the closing, to vote
its shares of Matech to elect Xxxxxx X. Xxxxxxxxx as a director of Matech.
3. Matech agrees to retain 560,000 shares of the 5,560,000 total number
of outstanding shares of the new subsidiary to be formed for the purpose of
transferring all of the assets and assuming all of the liabilities of Matech.
4. RMB agrees that all shares of Matech owned by him as of the date
hereof and at the Closing Date shall not be sold, pledged or otherwise
transferred by him for a period of one year following the Closing under the
Stock Purchase Agreement. In addition, RMB shall use his best efforts to obtain
the same agreement, not to sell or otherwise transfer shares, with respect to
not less than 90% of the total number of shares held, from the shareholders
listed on Exhibit A attached hereto.
5. MHI and RMB agree that MHI, any other shareholders of SecurFone, RMB
and the other shareholders of Matech listed in Exhibit A shall have the right,
for a period of 18 months following the Closing, to have shares owned by them
registered together with any shares that Matech may elect to register (excluding
shares registered on Form S-8) in an amount equal to 75% (for MHI and any other
shareholders of SecurFone) and 25% (for RMB and the other shareholders of Matech
listed on Exhibit A) of the number of shares to be registered by Matech. The
complete terms and conditions of these registration rights shall be set forth in
a Registration Rights
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CONSULTING AGREEMENT
Agreement to be entered into prior to Closing, but the terms shall be generally
as follows: Matech shall give MHI, RMB and the other shareholders not less than
15 days prior written notice of any proposed registration and such shareholders
shall notify Matech whether or not they wish to exercise their rights to be
included in any such registration within such 15 days. Notwithstanding any
shareholders' election to exercise their rights, Matech shall have the right to
postpone or terminate any registration for any reason and, in the case of any
such determination, it shall have no obligation to register MHI's, RMB's and the
other stockholders' shares until the next time it decides to register shares.
Matech shall pay all expenses of any such registration, except any fees,
discounts and commissions of underwriters or dealers applicable to shares sold
by any shareholders and any fees or expenses of legal counsel retained by any
shareholders.
Please acknowledge your agreement with the foregoing by signing a copy
of this letter.
Sincerely,
MONTPILIER HOLDINGS, INC.
By:
Agreed to:
Xxxxxx X. Xxxxxxxxx
MATERIAL TECHNOLOGY, INC.
By:
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