RECISSION UNDERWRITING AGREEMENT
_________________ ("Underwriter") and CyNet, Inc. (the "Company") hereby enter
into an agreement for Underwriter to participate in the funding of the Company's
offer to repurchase certain CyNet, Inc. securities pursuant to SB-2 Registration
No. 33360765 ("Rescission Offer") Underwriter acknowledges that he/she has
received a copy of the Escrow Agreement between First Bank Texas, N.A., the
Company and underwriters. Further, Underwriter agrees to the terms and
conditions of that Escrow Agreement and by executing this Agreement joins
himself as a party to the Escrow Agreement.
1. Underwriter desires to acquire from the Company, Class A common stock
registered pursuant to the Securities Act of 1933.
2. The Company desires financing to assist it in completing a rescission
offer and has agreed to sell an amount of its Class A Common stock to
Underwriter and to register the same with the Securities and Exchange Commission
("SEC") in Registration No. 33360765.
3. Underwriter acknowledges that he has taken the time to review the
pertinent Company information necessary to form an independent decision as to
whether to buy shares of the Company's Class A Common stock. Among the
information underwriter has had an opportunity to review is the Company's
history, market information, management team, operations, products and services,
financial reports, financial projections going forward, capital structure and
explanation of the integration issues and rescission plan. Furthermore,
Underwriter has had opportunity to speak directly with the Company's senior
management team and ask any questions concerning the Company's operations.
4. Underwriter acknowledges that he understands that his purchase of
registered Company securities is contingent upon the successful completion of
the Rescission Offer as defined in the Escrow Agreement.
5. Underwriter has received and reviewed the Escrow Agreement and accepts
the same as the procedures governing his purchase of the stock. By signing this
Agreement, Underwriter agrees to be further bound by the terms and conditions
contained in the Escrow Agreement with the limitation that each Underwriter
shall have the unilateral right to withdraw from the Escrow in the event that
the amount payable to Rescinding Shareholders exceeds $6,000,000.
6. Underwriter agrees to deposit $164,000.00 in the Escrow Account on or
before August 18, 1999.
7. Upon the successful completion of the Rescission Offer, Company agrees
to issue to Underwriter registered shares of the Company's Class A Stock
at a per share price of $1.37. The total amount of shares to be issued to
the Underwriter is based upon the total amount of the above deposit that the
Underwriter elects to leave with the Company. The Company shall pay all
costs and fees associated with the Rescission Offer, including the escrow
fees and charges.
8. Texas laws govern Houston, Xxxxxx County, Texas venue, etc. This
agreement is governed by the laws of the State of Texas and the parties further
agree that any actions arising therefrom shall be brought in Xxxxxx County,
Texas.
9. This Agreement, in conjunction with the Escrow Agreement constitutes
the entire agreement between Underwriter and the Company with respect to funding
the Rescission offer and receipt of the Company's securities as a result of this
funding. To the extent that this document varies from the Escrow Agreement,
this document supersedes the Escrow Agreement.
------------- CyNet, Inc.
"Underwriter" "Company"
By: By:
--------------------------- --------------------------------
--------- Xxxxxx X.Xxxxx
Vice President/General Counsel
