Exhibit 10.9
August 15, 2006
Letter of Agreement concerning transfer of shares
TO: Xxxxxx X. Sample
0000 Xxxx Xxxxxx Xxxxxxx Xxxx. - Xxxxx 000.0
Xxxxx, XX 00000
Dear Mr. Sample:
I hereby agree that upon the conversion of all of the shares of Series A
Preferred Stock owned by you, Xxxxxx X. Sample into Common Stock, either
voluntarily or by operation of law or otherwise, Xxxxx # 1 or me, as
appropriate, will convert all shares of Series A Preferred Stock then owned into
Common Stock.
I understand that, pursuant to the terms of the preferred stock
designations of rights and preferences my right of assignment is limited and
that I will make no assignment inconsistent with those designations and that any
assignment that I make will require an understanding that the conversion will
occur as stipulated in the first paragraph hereof.
I hereby appoint, for a period of nine years from the date hereof, you,
Xxxxxx X. Sample, as my agent and attorney-in-fact to vote any shares of said
Series A Preferred Stock that are now owned or may be owned by me. By this grant
I intend that this Power of Attorney be considered coupled with an interest
sufficient to make the power irrevocable and hereby make this Power of Attorney
irrevocable.
If the foregoing meets with you approval, kindly sign in the space provided
below.
Very truly yours,
Xxxxx X. Xxxxx
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
AGREED:
Xxxxxx X. Sample
By: /s/ Xxxxxx X. Sample
