EXHIBIT 99.2
Zim Technologies International, Inc.
000-00 Xxxxxxxxx Xxxx
Xxxxxx, Xxxxxxx X0X 0X0
May 29, 2002
Xxxxxx Xxxxxx
Xxxxxx Family Holdings
Pasadena Investments, Ltd.
Xxxxxxxxx Consulting, Ltd.
Global Intermatch Corp.
c/x Xxxxxx Consulting, Inc.
000 X.X. 00xx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxx 00000
Re: Resale Restrictions
Ladies and Gentlemen:
This letter sets forth the agreement between Zim Technologies
International, Inc., a Canadian corporation ("ZIM"), and Xxxxxx Xxxxxx
("Xxxxxx"), and the other shareholders listed on the signature page to this
letter agreement (collectively, with Xxxxxx, the "Shareholders"). In
particular, we have agreed as follows:
1. Certain Representations and Acknowledgments.
(a) The Shareholders hereby represent that they own the number of
shares (the "Restricted Shares") of the common stock of Private Capital
Investors, Inc., a Florida corporation ("PCI"), set forth below:
Shareholders Number of Shares
------------ ----------------
Xxxxxx Xxxxxx 295,182
Xxxx Xxxxxx 80,000
Xxxxxx Family Holdings 215,182
Pasadena Investments, Ltd. 48,000
Xxxxxxxxx Consulting, Ltd. 430,000
Global Intermatch Corp. 216,091
Xxxxxx Xxxxxx 80,000
Xxxx Xxxxxxxxx 80,000
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(b) The parties acknowledge that PCI, ZIM and certain
shareholders of PCI have entered into an Acquisition Agreement, pursuant to
which, among other things, PCI proposes to acquire ZIM (the "Acquisition
Agreement").
2. Resale Restrictions.
(a) From the date of this letter agreement until the Expiration
Date (as defined below), the Shareholders agree that they will not sell or
otherwise transfer any of the Restricted Shares without the prior written
consent of ZIM, except for sales and transfers specially permitted by Section
2(b) of this letter agreement.
(b) The Shareholders may sell or transfer the Restricted Shares
as follows:
(i) Commencing the three month anniversary of the
listing of the common shares of PCI on the American Stock Exchange or such
other stock exchange as may be selected by the board of directors of ZIM, each
of the Shareholders may resell on a cumulative basis, 4% of the Restricted
Shares held by them, for each calendar month which elapses after such date.
(ii) Global Intermatch Corp. ("Global") may sell 10,000
of the Restricted Shares into any public market which may develop.
(iii) Global may transfer up to 1,000 of the Restricted
Shares to the transfer agent of PCI.
(iv) Global may distribute 89,000 of the Restricted
Shares pursuant to a distribution to its existing shareholders.
(v) Xxxxxx Family Holdings or its beneficiaries may sell
up to 10,000 of the Restricted Shares into any public market which may develop.
(c) The restrictions set forth in this letter agreement shall
expire on the earlier of the following dates (the "Expiration Date"):
(i) the termination of the Acquisition Agreement;
(ii) two years from the date of this letter agreement.
(d) The parties acknowledge that the restrictions set forth in
this letter agreement are in addition to any other restriction which may be
imposed under U.S. or Canadian securities laws.
(e) The parties acknowledge that the execution of this letter
agreement by the Shareholders is a condition to the obligation of ZIM to
complete the transactions contemplated by the Acquisition Agreement.
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3. Specific Enforcement. ZIM shall be entitled to specifically enforce
the provisions of this letter agreement.
4. Governing Law. This letter agreement shall be governed by and
construed in accordance with the laws of Ontario and the federal laws of Canada
applicable therein.
If this letter accurately sets forth our agreement, please execute the
enclosed copy of this letter in the spaces provided below and return it to the
undersigned.
We look forward to the successful completion of this transaction.
Very truly yours,
ZIM TECHNOLOGIES INTERNATIONAL, INC.
By: /s/ XXXXXXX XXXXXXXX
---------------------------------
Xxxxxxx Xxxxxxxx
President and
Chief Executive Officer
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AGREED AND ACCEPTED
as of May 29, 2002
/s/ XXXXXX XXXXXX
------------------------------
Xxxxxx Xxxxxx
/s/ XXXX XXXXXX
------------------------------
Xxxx Xxxxxx
Xxxxxx Family Holdings
By: /s/ XXXXXX XXXXXX
---------------------------
Its: TRUSTEE
--------------------------
Pasadena Investments, Ltd.
By: XXXXXXX XXXXXX
---------------------------
Its: AUTHORIZED REPRESENTATIVE
--------------------------
Xxxxxxxxx Consulting, Ltd.
By: XXXXXXX XXXXXX
---------------------------
Its: AUTHORIZED REPRESENTATIVE
--------------------------
Global Intermatch Corp.
By: /s/ XXXXXX XXXXXX
---------------------------
Its: PRESIDENT
--------------------------
/s/ XXXXXX XXXXXX
------------------------------
Xxxxxx Xxxxxx
/s/ XXXX XXXXXXXXX
------------------------------
Xxxx Xxxxxxxxx
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