AGREEMENT
Agreement dated as of this 1st day of September, 1997 by and between
Catch/21 Enterprises, Incorporated, a Delaware corporation with offices located
at 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx (the "Company"), and Xxxxxxx Xxxxxx,
residing at 0 Xxxxxxxxx Xxxx, Xxxxx Xxxxx, Xxx Xxxx 00000 ("Connor").
W I T N E S S E T H:
WHEREAS, the Company, TSR, Inc. ("TSR") and Connor have entered into a
Subscription and shareholders Agreement dated September 30, 1996 (the
"Subscription Agreement"), pursuant to which TSR was issued 160 shares of Common
Stock of the company and Connor was issued 40 shares of Common Stock of the
company; and
WHEREAS, Connor has agreed to transfer to the company, and the Company has
agreed to acquire, the 40 shares of Common Stock of the Company issued to Connor
on the terms set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sophistry of which are hereby acknowledged, the parties hereto agree as follows:
1. Connor hereby transfers, assigns and conveys to the company all of
his right, title and interest in and to the 40 shares of Common Stock of
the company issued to Connor pursuant to the Agreement, and acknowledges
that he shall have no further rights as a shareholder of the Company,
including, without limitation, any rights granted under the Subscription
Agreement. Connor represents that he is the record and beneficial owner of
such shares of common Stock free and clear of any liens, claims,
encumbrances or restrictions.
2. In consideration therefor, the company shall pay to Connor One
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Hundred Thousand ($100,000) dollars payable in four equal installments, the
first upon execution of this agreement and the remaining in each of the
first three quarterly anniversaries of the agreement.
3. The parties hereto acknowledge that nothing contained herein shall
affect the Company's right to any software or other intellectual property
acquired by the company pursuant to the subscription Agreement.
4. This Agreement constitutes the entire agreement of the parties
hereto with respect to the subject matter hereof, and no amendment or
modification hereof shall be valid or binding unless made in writing and
signed by the party against whom enforcement thereof is sought.
5. Any notice required, permitted or desired to be given pursuant to
any of the provisions of this Agreement shall be deemed to have been
sufficiently given or served for all purposes a) if delivered in person, b)
sent by certified mail, return receipt requested, postage and fees prepaid,
c) sent by telecopier (with receipt confirmed), provided that a copy is
mailed by registered mail, return receipt requested or d) when received by
the addressee, if sent by Express Mail, Federal Express or other express
delivery service (receipt requested) as follows:
If to the Company at:
Chairman of the Board
Catch/21 Enterprises, Incorporated
000 Xxxx Xxxxxx
Xxxxxxxxx, XX 00000
With a copy to:
Xxxxxx X. Xxxxxxx, Esq.
Battle Xxxxxx LLP
00 Xxxx 00 Xxxxxx
Xxx Xxxx, XX 00000
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If to Connor at:
Xx. Xxxxxxx Xxxxxx
0 Xxxxxxxxx Xxxx
Xxxxx Xxxxx, XX 00000
Either of the parties hereto may at any time and from time to time
change the address to which notice shall be sent hereunder by notice to the
other party given under this Paragraph 5. The date of the giving of any
notice sent by mail shall be the date of the posting of the mail.
6. This Agreement shall be binding upon Connor his heirs, executors
and administrators and upon the Company, its successors and assigns.
7. No course of dealing nor delay on the part of the Company in
exercising any rights hereunder shall operate as a waiver of any such
rights. No waiver of any default or breach of this Agreement shall be
deemed a continuing waiver of any other breach or default.
8. This Agreement shall be governed, interpreted and construed in
accordance with the laws of the State of New York applicable to agreements
entered into and to be performed entirely therein.
9. If any clause, paragraph, section or part of this Agreement shall
be held or declared to be void, invalid or illegal, for any reason, by any
court of competent jurisdiction, such provision shall be ineffective but
shall not in any way invalidate or affect any other clause, paragraph,
section or part of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Date
and year first written above.
/s/ XXXXXXX XXXXXX
-------------------------------
Xxxxxxx Xxxxxx
Catch/21 Enterprises, Incorporated
BY: /s/ XXXXXX X. XXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chairman
agree.doc
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