Exhibit 6.4
AGREEMENT
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This Agreement made and entered into this 9th day of June, 1999 by
and between Browsesafe, LLC, an Indiana Limited Liability Corporation
("Browsesafe"), Xxxxxxxxxx.xxx, Inc. ("Company"), Barisal Capital Corporation
("Barisal") and Fergus Capital Corporation ("Fergus").
WITNESSETH:
WHEREAS, Browsesafe, Company and other investors ("Funding Group")
executed an Asset & Liability Contribution Agreement on or about May 19th, 1999
("Contribution Agreement"), a copy of which is attached hereto as Exhibit "A";
WHEREAS, Magellan Holdings, Ltd. contributed certain funds to Company
pursuant to the terms of the Contribution Agreement in exchange for 709,733
shares of Company's common stock;
WHEREAS, Magellen Holdings, Ltd. has elected to have all of their
shares of Company redeemed;
WHEREAS, Company has agreed to redeem said shares;
WHEREAS, Barisal desires to become a shareholder of Company pursuant
to the terms of the Contribution Agreement; and
WHEREAS, Fergus desires to become a shareholder of Company pursuant to
the terms of the Contribution Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:
1. Upon execution of this Agreement, Company shall issue shares of its
common stock to the following entities:
Entity Number of Shares
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Barisal 354,733
Fergus 355,000
2. In consideration of the receipt of shares described above, Barisal
and Fergus shall become a member of the Funding Group and shall observe, perform
and fulfill all of the terms and conditions to be observed, performed and
fulfilled by a member of the Funding Group pursuant to the terms of the
Contribution Agreement. Barisal and Fergus shall also receive all rights and
privileges granted to a member of the Funding Group pursuant to the terms of the
Contribution Agreement.
IN WITNESS WHEREOF, the parties to this Agreement have duly executed it
on the date and year first above written.
BROWSESAFE, LLC
By: /s/ Xxxx X. Xxxxx
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XXXXXXXXXX.XXX, INC.
By: /s/ Xxxx X. Xxxxx
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BARISAL CAPITAL CORPORATION
By: /s/ Xxxxx Xxxxxx
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FERGUS CAPITAL CORPORATION
By: /s/ illegible
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