Exhibit 10.17
NETWORK-1 SOFTWARE & TECHNOLOGY, INC.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
May 14, 1998
Mr. Xxxxxx Xxxxx
Mr. Xxxxxxx Xxxxxxx
c/o Network-1 Software & Technology, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Transfer of Shares
Dear Messrs. Xxxxx and Xxxxxxx:
This letter agreement sets forth the mutual agreements of Network-1
Software & Technology, Inc. (the "Company") with each of Xxxxxx Xxxxx
("Xxxxx") and Xxxxxxx Xxxxxxx ("Xxxxxxx") with respect to the transfer and
surrender to the Company by Xxxxx of 62,500 shares of common stock, par value
$.01 per share, of the Company (the "Common Stock") and by Xxxxxxx of 37,500
shares of Common Stock. Each of the parties hereto acknowledges that the
transactions described herein are being entered into as a condition to the
closing of the transactions contemplated under a certain Securities Purchase
Agreement, dated as of even date herewith, by and among the Company and
Applewood Associates, L.P. and another party pursuant to which such parties
have loaned the Company an aggregate of $1,250,000 and received warrants to
purchase an aggregate of 375,000 shares of the Company's Common Stock.
Simultaneous with the execution of this letter agreement, Xxxxx
shall surrender, transfer and assign to the Company 62,500 shares of Common
Stock and shall deliver to the Company certificates representing 62,500
shares of Common Stock. Upon receipt of such stock certificates, the Company
shall deliver to Xxxxx a check in the amount of $625.00 as payment in full
for such shares and shall cancel the shares so delivered.
Simultaneous with the execution of this letter agreement, Xxxxxxx
shall surrender, transfer and assign to the Company 37,500 shares of Common
Stock and shall deliver to the Company certificates representing 37,500
shares of Common Stock. Upon receipt of such stock certificates, the Company
shall deliver to Xxxxxxx a check in the amount of $375.00 as payment in full
for such shares and shall cancel the shares so delivered.
If the foregoing accurately reflects our mutual agreement, please
sign this letter agreement in the space indicated below.
NETWORK-1 SOFTWARE & TECHNOLOGY, INC.
By: /s/ Xxxxxx Xxxxx
---------------------------------------
Accepted and Agreed as of the
date first above-written:
/s/ Xxxxxx Xxxxx
--------------------------------
Xxxxxx Xxxxx
/s/ Xxxxxxx Xxxxxxx
--------------------------------
Xxxxxxx Xxxxxxx
