EXHIBIT 10.4
May 26, 2005
Xxxx Xxxxxxxx
Chairman and Chief Executive Officer
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: UCA SERVICES, INC. TO NETFABRIC HOLDINGS, INC.
SIDE LETTER AGREEMENT
This letter agreement is being entered into in connection with the Share
Exchange Agreement, dated as of May 20, 2005, by and among NetFabric Holdings,
Inc. ("NetFabric"), a Delaware corporation, UCA Services, Inc. ("Services"), a
New Jersey corporation, and all of the shareholders of Services identified
thereto (the "Share Exchange Agreement"). This letter agreement shall constitute
a part of the Share Exchange Agreement. In conjunction with the Share Exchange
Agreement, NetFabric and Services have come to the following agreement with
respect to the appointment of Directors to the Board of Directors of NetFabric:
(i) Xxxxx Xxxx, as the Managing Director of Services, will be appointed to the
Board of Directors of NetFabric; (ii) Xxxxxx Xxxx, Xxxx Xxxx and Xxxxx Xxxx, the
former shareholders of Services (the "Selling Services Shareholders"), shall
have the right to appoint one (1) member of the Board of Directors of NetFabric;
(iii) NetFabric shall have the right to appoint three (3) members to the Board
of Directors of NetFabric; and (iv) the Selling Services Shareholders and
NetFabric shall together appoint one (1) or more members, as determined by the
mutual agreement of the parties, to the Board of Directors of NetFabric.
ACKNOWLEDGED AND AGREED
NETFABRIC HOLDINGS, INC.
By: /s/ Xxxx Xxxxxxxx /s/ Xxxxxx Xxxx
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Name: Xxxx Xxxxxxxx Xxxxxx Xxxx
Title: Chairman and Chief Executive Officer
/s/ Xxxx Xxxx /s/ Xxxxx Xxxx
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Xxxx Xxxx Xxxxx Xxxx
