Exhibit 10.3A
AGREEMENT
August 10, 2000
American Warrant Partners, LLC
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
This letter sets forth the arrangements, terms and conditions
pursuant to which American Warrant Partners, LLC ("American Warrant") shall make
an investment in LCS Golf, Inc. (the "Company" or "LCS Group"). The undersigned
hereby agree to the following terms and conditions:
1. Covenants of LCS Golf and the Shareholders.
(a) Upon the closing of this Agreement and continuing until
(i) the effective date of the LCS Golf's Registration Statement (as defined in
that certain Registration Rights Agreement of even date herewith), which period
shall be tolled during any period that the Registration Statement is not
effective, (ii) the one year anniversary of this Agreement, or (iii) such date
that LCS Golf raises in excess of $1,000,000 in an equity or debt financing,
whichever occurs first, without the prior written approval of American Warrant,
which consent shall not be unreasonably withheld or delayed, those certain
officers and directors of LCS Golf listed on Exhibit A (collectively
"Shareholders") shall agree not to sell, transfer, pledge, hypothecate, encumber
or otherwise transfer their shares of LCS Golf common stock, par value $.001
("Common Stock"); and, for a period beginning on the effective date of the
Registration Statement and continuing for 270 days thereafter, the Shareholders
shall not, without American Warrant's prior written consent which will not be
unreasonably withheld or delayed, sell an amount of Common Stock in excess of
that amount which such Shareholders would be permitted to sell under the
applicable provisions of Rule 144(e)(1) as applied during such period. Those
certain officers and directors listed on Exhibit A hereto agree to the placement
of a legend on the Certificates representing their shares of Common Stock as
follows:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP,
THE TERMS OF WHICH ARE ON FILE WITH THE COMPANY AND SUCH SHARES MAY
NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED,
ENCUMBERED OR OTHERWISE DISPOSED OF WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMPANY.
(b) LCS Golf agrees that, without the prior written consent of
Consultant, which will not be unreasonably withheld or delayed until the earlier
of (i) 85% of the entire principal and interest, due on the 8% Convertible
Subordinated Note (the "Note") issued by the Company to the Holder has been
converted to Common Stock or paid to the Holder of the Note or (ii) 180 days
from the date hereof, it will not offer to sell or sell any of its Common Stock
or any security convertible or exercisable into Common Stock at a price per
share (or conversion or exercise price per share) less than the average closing
price per share of the Common Stock as quoted by the OTC Electronic Bulletin
Board on the five (5) days immediately prior to the close of such transaction.
(c) Until the later of (i) one year from the date hereof or (ii)
such time as the Company receives in excess of $1,000,000 in an equity or debt
financing, the Company will recommend and use its best efforts to elect a
designee and representative of American Warrant as a member of its Board of
Directors. Xxxxxxx Xxxxxxxx will agree to vote his shares of the Company in
favor of the designee selected by American Warrant.
2. Assignment and Termination. This Agreement shall not be
assignable by any party except to successors to all or substantially all of the
business of either American Warrant or LCS Golf nor may this Agreement be
terminated by either party for any reason whatsoever without the prior written
consent of the other party, which consent may be arbitrarily withheld by the
party whose consent is required.
3. Investment Intent. American Warrant is acquiring the Warrants,
the Convertible Note and the shares of Common Stock underlying the Warrants and
Convertible Note (collectively the "Securities") as principal for its own
account for investment purposes only and not with a view to or for distributing
or reselling such Securities or any part thereof. By executing this Agreement,
American Warrant further represents that American Warrant does not presently
have any contract, undertaking, agreement or arrangement with any Person to sell
or transfer to such Person or to any third person, with respect to any of the
Securities. At the time American Warrant was offered the Shares, it was, and at
the date hereof it is, and at each exercise date under the Warrants and
conversion date of the Convertible Note, it will be, an "accredited investor" as
defined in Rule 501(a) under the Securities Act of 1933, as amended (the
"Securities Act"). American Warrant, either alone or together with its
representatives, has such knowledge, sophistication and experience in business
and financial matters so as to be capable of evaluating the merits and risks of
the prospective investment in the Securities, and has so evaluated the merits
and risks of such investment. American Warrant is able to bear the economic risk
of an investment in the Securities and, at the present time, is able to afford a
complete loss of such investment. American Warrant's overall commitment to
investments which are not readily marketable is not excessive in view of its net
worth and financial circumstances and the purchase of the Securities will not
cause such commitment to become excessive. American Warrant acknowledges it (i)
understands that the Company has
filed a Form 10-SB with the Commission under the Securities Exchange Act of
1934, as amended, which has not yet been declared effective, (ii) has had access
to information about the Company and the Company's financial condition, results
of operations, business, properties, management and prospects sufficient to
enable it to evaluate its investment; and (iii) has had the opportunity to
obtain such additional information that is necessary to make an informed
investment decision with respect to the investment. American Warrant is not
purchasing the Securities as a result of or subsequent to any advertisement,
article, notice or other communication regarding the Securities published in any
newspaper, magazine or similar media or broadcast over television or radio or
presented at any seminar or any other general solicitation or general
advertisement. American Warrant understands and acknowledges that (i) the
Securities are being offered and sold to it without registration under the
Securities Act in a private placement that is exempt from the registration
provisions of the Securities Act and (ii) the availability of such exemption,
depends in part on, and the Company will rely upon the accuracy and truthfulness
of, the foregoing representations and American Warrant hereby consents to such
reliance. American Warrant understands that the Securities are "restricted
securities" under applicable U.S. federal and state securities laws and that,
pursuant to these laws, American Warrant must hold such Securities indefinitely
unless they are registered with the Commission and qualified by applicable state
authorities, or an exemption from such registration and qualification
requirements is available.
Very truly yours,
LCS GOLF, INC.
By:
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Xxxxxxx Xxxxxxxx, President
AMERICAN WARRANT PARTNERS, LLC
By
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Xxxxxxx Xxxxxxxxx
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EXHIBIT A
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