March 4, 1997
Xxxx X. Xxxxxxxx
000 Xxxx Xxxxxx Xxxx
Xxxxxxx, Xxx Xxxx 00000
Dear Arol:
This will confirm our agreement regarding the shares of capital stock
of Educational Video Conferencing, Inc. owned by me. Until March 1, 2000 (i) all
of such shares shall be voted as you direct on any matter requiring the vote or
consent of shareholders; (ii) you shall have a right of first refusal to
purchase such shares if I elect to sell all or any portion of them prior to
March 1, 2000; and (iii) if I leave the employ of EVC for any reason prior to
March 1, 2000, you shall have the option to purchase such chares from me for the
lower of $2.00 per share or the average trading price of such shares during the
30 days prior to my leaving EVC.
Sincerely yours,
/s/ Xxxx X. XxXxxxx
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Xxxx X. XxXxxxx
AGREED:
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
