FORM OF AGREEMENT
Exhibit
10.12
FORM
OF AGREEMENT
This Agreement is entered into as of
the 19th day of December, 2008 by and between VOIS Inc., a Delaware corporation
(the "Corporation"), and Xx. Xxxx Xxxxxxxxxx ("Xxxxxxxxxx") and Xx. Xxxxxxx
Xxxxx ("Xxxxx"), officers, directors and employees of the
Corporation. Messrs. Xxxxxxxxxx and Tabin are hereinafter
collectively referred to as the "Corporation Officers."
WHEREAS, from time to time
Messrs. Xxxxxxxxxx and Xxxxx have advanced the Corporation funds for working
capital.
WHEREAS, as of the date hereof
Xx. Xxxxxxxxxx is owed $102,000 by the Corporation and Xx. Xxxxx is owed
$102,500.
WHEREAS, although the
Corporation’s common stock is quoted on the OTC Bulletin Board, such stock is
thinly traded.
WHEREAS, each of Messrs.
Xxxxxxxxxx and Tabin have agreed to convert the amounts owed them by the
Corporation for working capital advances into shares of the Corporation’s common
stock based upon a conversion price of $0.20 per share which is equal to the
last sale price of the Corporation’s common stock in an arms-length private
transaction.
WHEREAS, each of Messrs.
Xxxxxxxxxx and Xxxxx were parties to employment agreements with the Corporation
which expired in January 2008 and, following the initial year of these
agreements, each of Messrs. Xxxxxxxxxx and Tabin have continued to accrue
compensation due them for their services as executive offices based upon a
current base salary of $161,114.
WHEREAS, each of Messrs.
Xxxxxxxxxx and Xxxxx have previously agreed that all compensation due them for
their services to the Corporation is to be deferred until, as determined by the
Board of Directors, that the Corporation shall have received financing from any
source and any other senior executives who are also deferring their salaries are
paid their accrued compensation.
WHEREAS, as of the date hereof
the Corporation owed Messrs. Xxxxxxxxxx and Tabin $317,030.14 and $313,818.51,
respectively, in accrued but unpaid compensation.
WHEREAS, each of Messrs.
Xxxxxxxxxx and Xxxxx have (i) agreed to forgive all amounts due them for accrued
but unpaid compensation, and (ii) continue to provide services to the
Corporation in their current capacities at annual base salaries of One Dollar
($1.00) each.
NOW, THEREFORE, in
consideration of the mutual promises set forth herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Recitals. The
foregoing recitals are true and correct.
2. Conversion of Working
Capital Advances. Each of the Corporation Officers agrees to
convert the amounts due him set forth below into the number of shares of the
Corporation’s common stock set forth opposite his name in full and complete
satisfaction thereof.
|
Name
|
$
Amount
|
No.
of Shares
|
|
Xxxx
Xxxxxxxxxx
|
$102,000
|
510,000
|
|
Xxxxxxx
X. Xxxxx
|
102,500
|
512,500
|
|
Total
|
$204,500
|
1,022,500
|
Each of the Corporation Officers
acknowledge his understanding that such shares shall be “restricted securities”
as that term is defined under the Securities Act of 1933 and that these shares
may not be sold, transferred, pledged or otherwise disposed of or encumbered by
him except pursuant to the applicable rules and regulations under the Securities
Act of 1933 or applicable state securities laws.
3. Forgiveness of Accrued
Compensation. Each of the Corporation Officers agrees to
irrevocably forgive the amount of accrued but unpaid compensation due him as set
forth below, which such accrued but unpaid compensation represents all amounts
due him by the Corporation as compensation through the date hereof:
|
Name
|
Amount
|
|
Xxxx
Xxxxxxxxxx
|
$317,030.14
|
|
Xxxxxxx
Xxxxx
|
313,818.51
|
|
Total
|
$630,848.65
|
4. Current
Salary. Each of the Corporation’s Officers agrees to continue
to provide services to the Corporation in their present capacities, to serve at
the pleasure of the Board of Directors, at an annual base salary of One Dollar
($1.00). The Board of Directors may, at their discretion, from time
to time grant either or both of the Corporation Officers stock options or other
equity awards as additional compensation.
5. Amendment or
Assignment. No modification, waiver, amendment, discharge or
change of this Agreement shall be valid unless the same is evidenced by a
written instrument, executed by the party against which such modification,
waiver, amendment, discharge, or change is sought.
6. Notices. All
notices, demands or other communications given hereunder shall be in writing and
shall be deemed to have been duly given on the day when delivered in person or
transmitted by confirmed facsimile transmission or on the third calendar day
after being mailed by United States registered or certified mail, return receipt
requested, postage prepaid, to the 000 Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx,
Xxxxxxx 00000 or to such other address as any party hereto shall
designate to the other for such purpose in the manner herein set
forth.
7. Entire Agreement.
This Agreement contains all of the understandings and agreements of the
parties with respect to the subject matter discussed herein. All
prior agreements, whether written or oral, are merged herein and shall be of no
force or effect.
8. Severability. The
invalidity, illegality or unenforceability of any provision or provisions of
this Agreement will not affect any other provision of this Agreement, which will
remain in full force and effect, nor will the invalidity, illegality or
unenforceability of a portion of any provision of this Agreement affect the
balance of such provision. In the event that any one or more of the
provisions contained in this Agreement or any portion thereof shall for any
reason be held to be invalid, illegal or unenforceable in any respect, this
Agreement shall be reformed, construed and enforced as if such invalid, illegal
or unenforceable provision had never been contained herein.
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9. Construction and
Enforcement. This Agreement shall be construed in accordance
with the laws of the State of Florida, without and application of the principles
of conflicts of laws. If it becomes necessary for any party to
institute legal action to enforce the terms and conditions of this Agreement,
and such legal action results in a final judgment in favor of such party
("Prevailing Party"), then the party or parties against whom said final judgment
is obtained shall reimburse the Prevailing Party for all direct, indirect or
incidental expenses incurred, including, but not limited to, all attorney's
fees, court costs and other expenses incurred throughout all negotiations,
trials or appeals undertaken in order to enforce the Prevailing Party's rights
hereunder. Any suit, action or proceeding with respect to this
Agreement shall be brought in the state or federal courts located in Palm Beach
County in the State of Florida. The parties hereto hereby accept the
exclusive jurisdiction and venue of those courts for the purpose of any such
suit, action or proceeding. The parties hereto hereby irrevocably
waive, to the fullest extent permitted by law, any objection that any of them
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or any judgment entered
by any court in respect thereof brought in Palm Beach County, County Florida,
and hereby further irrevocably waive any claim that any suit, action or
proceeding brought in Palm Beach County, Florida, has been brought in an
inconvenient forum.
10. Binding Nature, No Third
Party Beneficiary. The terms and provisions of this Agreement shall be
binding upon and inure to the benefit of the parties, and their respective
successors and assigns, and is made solely and specifically for their
benefit. No other person shall have any rights, interest or claims
hereunder or be entitled to any benefits under or on account of this Agreement
as a third-party beneficiary or otherwise.
11. Counterparts. This
Agreement may be executed in any number of counterparts, including facsimile
signatures which shall be deemed as original signatures. All executed
counterparts shall constitute one Agreement, notwithstanding that all
signatories are not signatories to the original or the same
counterpart.
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first above written.
|
|
||
|
By:
_________________________
Xxxx Xxxxxxxxxx, President
_____________________________
Xxxx
Xxxxxxxxxx
_____________________________
Xxxxxxx
Xxxxx
|
||
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