Exhibit 10.2
ADDENDUM dated March 15, 2000 (the "Addendum") to the Common
Stock Purchase Agreement dated as of January 13, 2000 (the "Agreement"), by and
between JetCo Communications Corporation, a Texas corporation (the "Company"),
-------
with its principal office at 0000 XXX Xxxxxxx, Xxxxx 0000, Xxxxxx Xxxxx 00000,
and Wolfpack Corporation, a Delaware corporation, with its principal office at
00 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx Xxxxxxxx 00000 ("Wolfpack").
WHEREAS, on January 14, 2000 the Agreement whereby the Company
issued and sold to Wolfpack and Wolfpack purchased and acquired One Hundred
Fifty Thousand (150,000) shares (the "Shares") of the authorized but unissued
common stock, $.001 par value per share (the "Common Stock") of the Company
closed;
WHEREAS, contemporaneously with the execution of the
Agreement, the Company conducted a 10:1 forward stock split (the "Stock
Split")of its common stock;
WHEREAS, the parties to the Agreement agree in order not to
dilute Wolfpack's intended holdings in the Company, that an additional number of
Shares of Common Stock be issued to Wolfpack in accordance with the ratio of the
Stock Split because the Agreement was executed at the time the Company's Board
of Directors took action to split the Common Stock, but prior to the Closing of
the Agreement.
IN CONSIDERATION of the mutual covenants, promises and
agreements set forth herein and for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties agree as follows:
ARTICLE I
ISSUANCE OF ADDITIONAL SHARES
Section 1.1. Issuance of Additional Shares; Delivery
---------------------------------------
(a) Subject to the terms and conditions herein set forth, the
Company shall issue to Wolfpack, One Million Three Hundred Fifty Thousand
(1,350,000) Shares of Common Stock (the "Additional Shares"). The Company shall
deliver certificates for the Additional Shares to Wolfpack no later than March
31, 2000.
(b) The certificates for the Additional Shares shall bear the
following restrictive legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
WITHOUT REGISTRATION, SUCH SECURITIES MAY NOT BE
SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY
TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE ISSUER OF AN
OPINION OF COUNSEL OF JETCO COMMUNICATIONS CORPORATION THAT
REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE
SUBMISSION TO THE ISSUER OF SUCH OTHER EVIDENCE AS MAY BE
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH
TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY
RULE OR REGULATION PROMULGATED THEREUNDER."
ARTICLE II
LEGAL FEES
----------
In the event any Party commences a legal action to enforce its rights
under this Agreement, the non-prevailing party shall pay all reasonable costs
and expenses (including reasonable attorney's fees, accountant's fees,
appraiser's fees, and investigative fees) incurred in enforcing such rights.
ARTICLE III
MISCELLANEOUS
-------------
Section 3.1. Fees and Expenses. Except as set forth above, each party
-----------------
shall pay the fees and expenses of its advisers, counsel, accountants and other
experts, if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement.
The Company shall pay all stamp and other taxes and duties levied in connection
with the issuance of the Shares pursuant hereto. The Purchaser shall be
responsible for its own tax liability that may arise as a result of the
investment hereunder or the transactions contemplated by this Agreement. Whether
or not the transactions contemplated by this Agreement are consummated or this
Agreement is terminated, the Company shall pay all costs, expenses, fees and all
taxes incident to and in connection with: (A) all preliminary and final Blue Sky
memoranda and all other agreements, memoranda, correspondence and other
documents prepared and delivered in connection herewith (B) the issuance and
delivery of the Shares, (C) the qualification of the Shares for offer and sale
under the securities or Blue Sky laws of the several states (including, without
limitation, the fees and disbursements of the Purchaser's counsel relating to
such registration or qualification), and (D) the preparation of certificates for
the Shares (including, without limitation, printing and engraving thereof).
2
Section 3.2. Entire Agreement; Amendments. This Agreement, together
----------------------------
with the Exhibits, Annexes and Schedules hereto, contain the entire
understanding of the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings, oral or written, with respect
to such matters. This agreement shall be deemed to have been drafted and
negotiated by both parties hereto and no prescriptions as to interpretation,
construction or enforceability shall be made by or against either party in such
regard.
Section 3.3. Notices. Any notice or other communication required or
-------
permitted to be given hereunder shall be in writing and shall be deemed to have
been made upon facsimile (with transmission confirmation report) at the number
designated below (if delivered on a Business Day during normal business hours
where such notice is to be received), or the first Business Day following such
delivery (if delivered other than on a Business Day during normal business hours
where such notice is to be received) whichever shall first occur. The addresses
for such communications shall be:
If to the Company: Xxxxxxx Xxxxx, President and Chairman
JetCo Communications Corporation
0000 Xxxxxxxxxxx
Xxxxx 000
Xxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
With copies to: ___________________
___________________
___________________
Tel:
Fax:
If to the Purchaser: Xxxxx X. Xxxxx, Xx., President
Wolfpack Corporation
00 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxx Xxxxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
With copies to: Xxxx X. Xxxxxxxxxx
Xxxxxx Gottbetter & Xxxxxxxx, LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
3
or such other address as may be designated in writing hereafter, in the same
manner, by such person.
Section 3.4 Amendments; Waivers. No provision of this Agreement may be
-------------------
waived or amended except in a written instrument signed, in the case of an
amendment, by both the Company and the Purchaser, or, in the case of a waiver,
by the party against whom enforcement of any such waiver is sought. No waiver of
any default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any other provision, condition or requirement hereof, nor shall any delay or
omission of either party to exercise any right hereunder in any manner impair
the exercise of any such right accruing to it thereafter.
Section 3.5. Headings. The headings herein are for convenience only,
--------
do not constitute a part of this Agreement and shall not be deemed to limit or
affect any of the provisions hereof.
Section 3.6. Successors and Assigns. This Agreement may not be assigned
----------------------
by ant party without the prior written consent of all the parties hereto. This
Agreement shall be binding upon and inure to the benefit of the parties and
their successors and permitted assigns. The assignment by a party of this
Agreement or any rights hereunder shall not affect the obligations of such party
under this Agreement.
Section 3.7. No Third Party Beneficiaries. This Agreement is intended
----------------------------
for the benefit of the parties hereto and their respective permitted successors
and assigns and is not for the benefit of, nor may any provision hereof be
enforced by, any other person.
Section 3.8. Governing Law: Service of Process. This Agreement shall be
-------------
governed by and construed and enforced in accordance with the internal laws of
the State of New York without regard to the principles of conflicts of law
thereof. Any action to enforce the terms of this Agreement or any of its
exhibits shall be exclusively brought in the state and/or federal courts in the
State and County of New York. Service of process in any action by Purchasers to
enforce the terms of this Agreement may be made by serving a copy of the summons
and complaint, in addition to any other relevant documents, by commercial
overnight courier to the Company at its principal address set forth in this
Agreement.
Section 3.9. Survival. The representations and warranties of the
--------
Company and the Purchaser contained in Article III and the agreements and
-----------
covenants of the parties contained in Article IV, the default and remedies
----------
contained in Article V and this Article IX shall survive the Closing (or any
--------- ----------
earlier termination of this Agreement).
Section 3.10. Counterpart Signatures. This Agreement may be executed in
----------------------
two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have
been signed by each party and delivered to the other party, it being understood
that both parties need not sign the same counterpart. In the event that any
signature is delivered by facsimile transmission, such signature shall create a
valid and binding
4
obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.
Section 3.11. Publicity. The Company and the Purchaser shall consult
---------
with each other in issuing any press releases or otherwise making public
statements with respect to the transactions contemplated hereby and neither
party shall issue any such press release or otherwise make any such public
statement without the prior written consent of the other, which consent shall
not be unreasonably withheld or delayed.
Section 3.12. Severability. In case any one or more of the provisions
------------
of this Agreement shall be invalid or unenforceable in any respect, the validity
and enforceability of the remaining terms and provisions of this Agreement shall
not in any way be affecting or impaired thereby and the parties will attempt to
agree upon a valid and enforceable provision which shall be a reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Agreement.
Section 3.13. Remedies. In addition to being entitled to exercise all
--------
rights provided herein or granted by law, including recovery of damages, the
Purchaser will be entitled to specific performance of the obligations of the
Company under this Agreement and the Company will be entitled to specific
performance of the obligations of the Purchaser hereunder with respect to the
subsequent transfer of Shares. Each of the Company and the Purchaser agrees that
monetary damages would not be adequate compensation for any loss incurred by
reason of any breach of its obligations described in the foregoing sentence and
hereby agrees to waive in any action for specific performance of any such
obligation the defense that a remedy at law would be adequate.
Signature Page Follows
5
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first indicated above.
JETCO COMMUNICATIONS CORPORATION
By: /s/ XXXXXXX XXXXX
-------------------------------
Name: Xxxxxxx Xxxxx
Title: President
WOLFPACK CORPORATION
By: /s/ XXXXX X. XXXXX
------------------------------
Name: Xxxxx X. Xxxxx
Title: President
