Exhibit 10.19
AGREEMENT REGARDING SALE OF PREFERRED STOCK
This Agreement is entered into this 1st day of November, 2000, by and
between XxxxXxxxx.xxx, Inc. ("EdgeAudio") and Xxxxx Xxxxxxxx ("Xxxxxxxx").
RECITALS
1. Xxxxxxxx has contributed capital to EdgeAudio in contemplation of
the purchase of 25,000 shares of Series A Preferred Stock of EdgeAudio.
2. EdgeAudio has prepared and Xxxxxxxx has reviewed a Preferred Stock
Purchase Agreement related to the contemplated purchase.
3. Xxxxxxxx is willing to execute the Preferred Stock Purchase
Agreement subject to the modifications that are set forth below.
Now therefore, in consideration of Xxxxxxxx executing the Preferred
Stock Purchase Agreement, the parties agree as follows:
1. INDEMNITY. EdgeAudio shall indemnify Xxxxxxxx to the fullest extent
permissible under the Oregon Business Corporation Act, as the same exists or may
hereafter by amended, against all expense, liability, and loss (including
without limitation attorneys fees) incurred or suffered by Xxxxxxxx by reason of
or arising from the fact that Xxxxxxxx is or was a director or shareholder of
the corporation, or is or was serving at the request of the corporation as a
director, officer, manager, partner, trustee, employee, or agent of another
foreign or domestic corporation, limited liability company, partnership, joint
venture, trust, employee benefit plan, or other enterprise, and such
indemnification shall continue as to Xxxxxxxx after he ceases to be a director,
shareholder, officer, manager, partner, trustee, employee, or agent and shall
inure to the benefit of Xxxxxxxx'x heirs, executors, and administrators.
2. NOTICE OF SECURITIES REGISTRATION FILINGS. EdgeAudio shall notify
Xxxxxxxx in the event it files a registration statement with the Securities and
Exchange Commission on form X-0, X-0 or S-8.
3. CHANGE OF ADDRESS. The address for notice provided in Section 8.6 of
the Preferred Stock Purchase Agreement for XxxxXxxxx.xxx, Inc. is changed to the
following address:
00000 X.X. 00xx, Xxxxx 000
Xxxxxx, Xxxxxx 00000
Facsimile 000-000-0000
4. ATTORNEY'S FEES. Section 8.7 of the Preferred Stock Purchase
Agreement is amended to read as follows to correct several typographical errors:
"If any suit or action arising out of or related to this Agreement is brought by
any party, the prevailing party shall be entitled to recover its costs and fees,
including reasonable attorney's fees, incurred by such party in such suit or
action, including any appellate proceeding."
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5. PAYMENT OF DIVIDENDS. EdgeAudio agrees that without Xxxxxxxx'x prior
written consent it shall pay no dividends (including dividends payable solely in
the common stock of the corporation) on any common stock of the corporation
until dividends in the total amount of 84 cents per share (as adjusted) on the
Series A Stock have been paid or declared and set apart during that fiscal year,
and any prior year in which dividends accumulated but remain unpaid.
6. NONDILUTEABILITY. In accordance with the terms of the business
agreement between Xxxxxxxx and EdgeAudio, EdgeAudio agrees that in the event it
issues options or shares of stock to other parties such as employees, EdgeAudio
shall issue additional options or shares to Xxxxxxxx at his discretion to
prevent dilution of his 20 percent interest in EdgeAudio.
7. CORRECTION OF CROSS-REFERENCES IN AMENDMENT TO ARTICLES OF
INCORPORATION. To correct several incorrect cross-references in Article II of
EdgeAudio's amended and restated Articles of Incorporation the following changes
shall be made:
A. Section 2.3.5d(ii)(E)(1) and (2) shall be modified to change the
cross-references to Section 2.3.5d(iii)(C) and (D) therein to 2.3.5d(ii)(C) and
(D).
B. The cross-reference in Section 2.3.5d(iii) to 2.3.5d(iii)(E) shall
be changed to reference Section 2.3.5d(ii)(E).
C. The cross-reference in Section 2.3.5k referring to Section 4.4 shall
be modified to refer to Section 2.3.
8. CORRECTION OF SHAREHOLDER'S AGREEMENT. The following paragraphs of
the EdgeAudio Shareholder's Agreement shall be amended to correct typographical
errors.
A. The references in the second paragraph to "common stock" shall be
changed to "common and preferred stock".
B. The reference in Section 3.4 to "paragraph 6" shall be changed to
"paragraph 7".
IN WITNESS WHEREOF, the undersigned have executed this Amendment on the
date first written above.
XxxxXxxxx.xxx, Inc.
By:/s/ Xxxxxxxx Xxxxxxxxx /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
Title: CEO
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TSET, Inc.
By:
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Title: CFO
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