Exhibit 10.102
February 1, 2003
Xxxx Xxxxxxxxxxxxxx
President
Enfacet, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
RE: CONVERSION OF "C" STOCK
Dear Xxxx:
This agreement shall amend the terms of the Stock Purchase Agreement,
executed on of August 21, 2001 and amended on August 24, 2001, between Vertical
Computer Systems, Inc. ("Vertical") and Enfacet, Inc. ("Enfacet") in connection
with the 30,000 shares of Vertical Computer Systems Preferred Series "C"
Convertible Stock ("Vertical Preferred C Stock").
Whereas Vertical issued the Vertical Preferred C Stock to Enfacet and
currently owns 100% of Enfacet,
Whereas, the parties wish to resolve any outstanding issues concerning
the Vertical Preferred C Stock.
The parties hereby agree as follows:
1. The 15,000 shares of Vertical Preferred C Stock set aside for employees shall
be cancelled and Vertical, subject to the terms of this agreement, shall issue
within 120 days of the date of this Agreement, 3,000,0000 shares of common stock
(the "Stock") to the following individuals:
a. Xxxxx Xxxxxxxx 750,000
b. Xxxxxx Xxxxx 300,000
c. Xxxxxxxxx Xx 150,000
d. Xxxxxxxxxxx Xxxxxxxxx 150,000
e. Divyatej Xxxxx 150,000
f. Xxxxx Xxxxxx 600,000
x. Xxxx Xxxxx 900,000
Both parties acknowledge and agree that Vertical shall have not obligation to
issue the above common stock to any individual listed above, unless and until
the individual agrees to accept the stock and execute a waiver concerning
Enfacet and this agreement.
If Vertical fails to issue the Stock within 120 days as agreed, then this
amendment is rendered null and void.
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2. Vertical may elect to issue 3,000,000 shares of Vertical common stock in lieu
of the 7500 shares of Vertical Preferred C Stock. Both parties acknowledge and
agree that Vertical's obligation to issue these shares is subject to the terms
of XxXxxxx'x employment agreement.
3. With respect to the 15,000 shares of Vertical Preferred Series C Stock set
aside for additional funding or similar purposes, Vertical may dispose of the
stock in its best business judgment.
4. Both parties acknowledge and agree that no dividends for the Vertical
Preferred C Stock shall accrue and to the extent that any dividends have
accrued, Enfacet waives the right to collect any dividends and all accrued and
future dividends shall be cancelled. In the event Vertical actually issues any
shares from the 30,000 Vertical Preferred C Stock to XxXxxxx or a third party,
dividends will accrue from the date of transfer and/or issuance.
The SPA, as amended shall not otherwise be modified. By executing a copy of this
letter, you hereby indicated you acknowledgement and agreement to the terms set
forth herein.
Sincerely,
VERTICAL COMPUTER SYSTEMS, INC.
By: ___________________________
Xxxxxxx Xxxx, President/CEO
ACKNOWLEDGED, ACCEPTED AND AGREED:
ENFACET, INC.
By: ________________________
Xxxx Xxxxxxxxxxxxxx, President
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