Exhibit 10.2.2
May 22, 2002
Hand Brand Distribution, Inc.
000 Xxxxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Board of Directors of Hand Brand Distribution, Inc.
Gentlemen:
I am writing in connection with the Common Stock Purchase Agreement (the
"Agreement") between Hand Brand Distribution, Inc. (the "Company") and the
undersigned. As you know, effective on February 25, 2002 (the "Closing Date"),
the Company acquired approximately 92.9% of the issued and outstanding shares of
common stock of GeneThera, Inc., a Colorado corporation headquartered in Wheat
Ridge, Colorado ("GeneThera"), from 10 shareholders of GeneThera, including the
undersigned.
Prior to my transaction with the Company, I owned __________________________
shares of the common stock of GeneThera ("Gene Thera Shares"). Upon the closing
of my transaction with the Company I was to have received stock certificates for
_____________________________ shares of the common stock of the Company (the
"Purchase Shares").
Prior to the closing of the transactions with respect to the GeneThera Shares, I
was aware of the 1 for 8 reverse stock split which the Company effected on
January 15, 2002. As a result, both the issued and outstanding and the
authorized shares of the Company's common stock were reduced to 348,599 and
1,562,500 shares of common stock, respectively.
I acknowledge and agree that the Company owns the GeneThera Shares as of the
Closing Date and that I have relinquished all of my right, title and interest to
the GeneThera Shares as of such Date. However, I acknowledge that, due to the
Company's current limited number of authorized shares, it cannot presently issue
valid shares to me nor deliver to me valid stock certificates of the Company for
the Purchase Shares. Consequently, I acknowledge that I am not presently a
stockholder of the Company. If, in fact, I received any stock certificates of
the Company, I will promptly return them to the Company.
You have advised me that the Company is planning to file a Schedule l4C
Information Statement with the Securities and Exchange Commission relating to a
Special Meeting of the stockholders of the Company. At the Special Meeting, the
stockholders will be asked to, among other things, (1) approve an amendment to
the Certificate of Incorporation of the Company increasing the authorized common
stock of the Company to 100 million shares and providing for 20 million shares
of Preferred Stock (the "Amendment") and/or (2).approve a reincorporation of the
Company in Delaware through the merger of the Company into a newly formed
subsidiary with authorized capital stock of 100 million shares of common stock
and 20 million shares of Preferred Stock (the "Reincorporation"). You have
advised me that the Board of Directors has approved the foregoing items and that
the holders of a majority of the outstanding shares of the Company has
represented to you that they intend to approve the amendment and the
reincorporation at the Special Meeting. I understand that you will provide me
with a copy of the Information Statement promptly after it is available.
You have advised me that, upon approval of such Amendment and its filing with
the State of Florida, you will issue and deliver to me stock certificates of the
Company for the Purchase Shares (or in the event the Company elects to
accomplish the Reincorporation, an identical number of shares in the Delaware
Company instead). I agree that the issuance of Purchased Shares to me after
either of such events will fully satisfy all of my rights relating to Agreement
or the GeneThera or Purchased Shares.
In the event that the Amendment or the Reincorporation (I understand and agree
that only one of them need be accomplished) is not completed by December 31,
2002, then at anytime thereafter, before delivery of the Purchased Shares, I may
elect to forego my rights to receive the Purchase Shares and have my GeneThera
Shares returned to me, in which event neither of us will have any other
obligation or liability to the other. The return of GeneThera Shares shall
constitute my sole remedy and I further confirm that I will take no action or
assert any claim relating to the Purchased Shares or the GeneThera Shares prior
to such December 31, 2002 date.
If this confirms your understanding, please so indicate by signing and returning
a copy of this letter to me.
Sincerely yours,
________________________________
Print Name:_____________________
ACKNOWLEDGED AND AGREED
This 22nd day of May, 2002. :
Hand Brand Distribution, Inc.
By:________________________
Name:______________________
Title:_____________________
