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AGREEMENT
AGREEMENT made as of this 6th day of May, 1997 by and
between IGG International, Inc., ("IGG") of Xxx Xxxxxxx Xxxxxx,
Xxxxxxxx 000, Xxxxxxxxx, XX 00000 ("IGGI") and Xxxxx Xxxxxxxxxx
of 00 Xxxxxxxxx Xxxx, Xxxxx, XX 00000 ("Greenfield").
WHEREAS, Greenfield has rendered services to IGGI in the
areas of strategic consulting and assistance with certain
negotiations; and
WHEREAS, IGGI has agreed to compensate Greenfield for his
services in the issuance of stock;
NOW, THEREFORE, in consideration of the foregoing, the
parties hereby agree as follows:
1. IGGI hereby agrees to issue to Greenfield, in
consideration of and as full compensation for all services
rendered by Greenfield to IGGI as of the date hereof (which shall
be in addition to compensation granted to Greenfield pursuant to
that certain agreement between Greenfield and IGGI dated
September 13, 1996 (the "September Agreement")):
a total of 45,500 shares of IGGI's Common Stock. Of such
shares, 30,500 shall be so-called "restricted" stock
under Rule 144, and the remaining 15,000 shares shall
be registered on Form S-8. The parties acknowledge
that pursuant to the September Agreement Greenfield was
to receive 15,000 unrestricted shares, but such
unrestricted shares were not in fact issued by the
Company and the 15,000 unrestricted shares provided for
herein will be in lieu of, and not in addition to, the
15,000 unrestricted shares that were to be granted
under the September Agreement; and
warrants to purchase 7,000 shares of IGGI's Common Stock.
Such warrants shall be dated the date hereof and shall
be identical to those warrants issued to investors in
connection with IGGI's equity financing in late 1996
and early 1997.
2. Greenfield shall not be entitled to any cash
compensation.
3. This agreement shall not be construed to constitute a
contract of employment, to create any continuing rights or
obligations beyond the term hereof, or to constitute the parties
as principal and agent, joint venturers or partners.
4. This agreement shall be governed by the laws of the
Commonwealth of Massachusetts.
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IN WITNESS WHEREOF, the parties have hereunto set their
hands and seals as of the date first above written.
IGG International, Inc.
By:____________________________
Xxxxxxx X. Xxxxxx, President
_______________________________
Xxxxx Xxxxxxxxxx
62
AGREEMENT
AGREEMENT made as of this 6th day of May, 1997 by and
between IGG International, Inc., ("IGG") of Xxx Xxxxxxx Xxxxxx,
Xxxxxxxx 000, Xxxxxxxxx, XX 00000 ("IGGI") and Xxxxx Xxxxxxxxxx
of 00 Xxxxxxxxx Xxxx, Xxxxx, XX 00000 ("Greenfield").
WHEREAS, Greenfield and IGGI have this date executed an
agreement relating to the provision of services by Greenfield to
IGGI (the "Consulting Agreement"); and
WHEREAS, IGGI has agreed to xxxxx Xxxxxxxxxx additional
compensation for his services which will be earned upon the
achievement by IGGI of certain predetermined milestones;
NOW, THEREFORE, in consideration of the foregoing, the
parties hereby agree as follows:
1. IGGI hereby agrees to issue to Greenfield, in
consideration of services to be rendered by Greenfield to IGGI
(which shall be in addition to compensation granted to Greenfield
pursuant to that certain agreement between Greenfield and IGGI
dated of even date herewith, a total of up to 30,000 of IGGI's
Common Stock. Such stock will vest and be issuable upon the
occurrence of the following events: (a) 10,000 shares will vest
upon the completion by IGGI of a "major financing", defined as a
debt or equity financing the gross proceeds to IGGI of which are
at least $5,000,000; (b) an additional 10,000 shares will vest
upon the consummation by IGGI of a "major corporate partnering
transaction", defined as a joint venture or other corporate
partnership transaction with a corporate partner, which
transaction is projected in good faith by IGGI's Board of
Directors to result in gross revenues (including any related
revenues such as equity, research and development grants, etc.)
to IGGI of at least $5,000,000 during a period of not more than
three years from the date of consummation thereof; and (c) an
additional 10,000 shares will vest upon the closing by IGGI of an
underwritten public offering resulting in proceeds to IGGI of not
less than $20,000,000.
2. Except as specifically supplemented by this Agreement,
the Consulting Agreement will remain in all respects in full
force and effect.
IN WITNESS WHEREOF, the parties have hereunto set their
hands and seals as of the date first above written.
IGG International, Inc.
By:____________________________
Xxxxxxx X. Xxxxxx, President
_______________________________
Xxxxx Xxxxxxxxxx
