Exhibit 10.3
CROSS-RECEIPT
Reference is made to the Series A Preferred Stock Purchase Agreement (the
"Purchase Agreement") dated as of December 6, 2000 by and between BIZ
Interactive Zone, Inc., a Delaware corporation (the "Company") and e-celerator
fund, L.P., a Delaware limited partnership ("e-celerator") and the Side
Agreement (the "Side Agreement") dated as of December 6, 2000 by and between
the Company and e-celerator. Pursuant to the terms of the Side Agreement, on
April 2, 2001, e-celerator notified the Company of its intent to exercise the
Put Option and the Company and e-celerator agreed that the Company would
repurchase 18,970 shares of the Company's Series A Preferred Stock (the
"Securities") at a purchase price per share of Five Dollars and Thirty Two
Cents ($5.32) or an aggregate purchase price of One Million Dollars
($1,000,000) as set forth in the Side Agreement. Capitalized terms used herein
but not otherwise defined shall have the meaning ascribed to them in the
Purchase Agreement or the Side Agreement.
1. e-celerator, by its execution of this receipt (the "Receipt"), hereby
acknowledges receipt from the Company, of One Million Sixty Two
Thousand One Hundred Seventy Three Dollars and Eighty Four Cents
($1,062,173.84), representing (i) the aggregate purchase price of One
Million Dollars ($1,000,000), (ii) accrued interest in the amount of
Thirty One Thousand One Hundred Seventy Three Dollars and Eighty Four
Cents ($31,173.84) on such aggregate purchase price at an annual rate
of 10% per annum from April 2, 2001 to the date hereof and (iii)
Thirty One Thousand Dollars ($31,000) in advance (the "Deposit") for
the legal fees and expenses (the "Expenses") incurred by e-celerator
in connection with the negotiation and delivery and performance of
its obligations under the Side Agreement. e-celerator agrees to
provide a summary invoice of the Expenses promptly and (i) in the
event that the actual Expenses incurred by e-celerator are less than
the Deposit, e-celerator shall return promptly such excess amount to
the Company and (ii) in the event that the actual Expenses incurred
are in excess of the Deposit, the Company agrees to pay promptly
e-celerator such additional Expenses not to exceed Four Thousand
Dollars ($4,000).
2. e-celerator represents and warrants that the Securities are owned
beneficially and of record by e-celerator free and clear of all
liens, encumbrances, charges and assessments of any kind whatsoever,
and upon payment of the aggregate purchase price by the Company to
e-celerator and upon transfer to the Company of the Securities by
e-celerator, the Company will receive title thereto free and clear of
all liens, encumbrances, charges and assessments of any kind
whatsoever.
3. The Company, by its execution of this Receipt, hereby acknowledges
receipt from e-celerator, the Series A Preferred Stock Certificate No.
PA-1 representing 187,970 shares of the Company's Series A Preferred
Stock.
4. e-celerator hereby releases the Company from any and all claims,
demands, obligations, liabilities, rights of action, and causes of
action, of any kind or character
whatsoever, whether known or unknown, suspected or unsuspected,
against the Company, its shareholders, officers, directors, employees,
affiliates, agents and each of them.
5. The Company hereby releases e-celerator from any and all claims,
demands, obligations, liabilities, rights of action, and causes of
action, of any kind or character whatsoever, whether known or unknown,
suspected or unsuspected, against e-celerator, its partners,
shareholders, officers, directors, employees, affiliates, agents and
each of them.
6. The parties acknowledge that this release is to extend to unknown, as
well as known claims; so the parties hereby waive the application of
California Civil Code Section 1542 which states that:
7. The Receipt shall be governed in all respects by the internal laws of
the State of California, without regard to conflicts of law
principles.
IN WITNESS WHEREOF, the undersigned have caused this receipt to
be executed this day, July __, 2001.
BIZ INTERACTIVE ZONE, INC.
By:
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Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
e-celerator Fund, L.P.
By: e-celerator fund, LLC, a Delaware
limited liability company, as Manager
By: /s/ XXXX XXXX
----------------------------------
Name: Xxxx Xxxx
Title: Managing Member
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whatsoever, whether known or unknown, suspected or unsuspected,
against the Company, its shareholders, officers, directors,
employees, affiliates, agents and each of them.
5. The Company hereby releases e-celerator from any and all claims,
demands, obligations, liabilities, rights of action, and causes of
action, of any kind or character whatsoever, whether known or
unknown, suspected or unsuspected, against e-celerator, its partners,
shareholders, officers, directors, employees, affiliates, agents and
each of them.
6. The parties acknowledge that this release is to extend to unknown, as
well as known claims; so the parties hereby waive the application of
California Civil Code Section 1542 which states that:
"A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing
the release, which if known by him must have materially affected his
settlement with the debtor."
7. The Receipt shall be governed in all respects by the internal laws of
the State of California, without regard to conflicts of law
principles.
IN WITNESS WHEREOF, the undersigned have caused this receipt to
be executed this day, July 26, 2001.
BIZ INTERACTIVE ZONE, INC.
By: /s/ XXXXXX X. XXXXXX
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: CFO
e-celerator Fund, L.P.
By: e-celerator fund, LLC, a
Delaware Limited liability company,
as Manager
By:
------------------------------------
Name: Xxxx Xxxx
Title: Managing Member
