EXHIBIT 4.1
STOCK COMPENSATION AGREEMENT
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This STOCK COMPENSATION AGREEMENT (this "Agreement") is made on this 29th day of
July 2002 ("Effective Date") by and between NETGURU, INC. ("NGI") on the one
side, and Xxxxx Xxxxx ("Xxxxx") and Xxxx Xxxxxxxxxxx ("Xxxxxxxxxxx") on the
other side.
RECITALS
WHEREAS, Xxxxx and Xxxxxxxxxxx were former employees of NGI whose
employment was terminated on or about March 2001; and
WHEREAS, pursuant to separate agreement between the parties entered
into on July 29, 0000, XXX has agreed to pay Xxxxx and Xxxxxxxxxxx cash
compensation for past services rendered to NGI; and
WHEREAS, NGI has also agreed to provide Xxxxx and Xxxxxxxxxxx with
stock compensation for those past services.
NOW THEREFORE, the parties agree as follows:
1. SHARE ISSUANCE. In consideration for the past services rendered, NGI shall
issue 80,000 shares of NGI's common stock to Xxxxx and Xxxxxxxxxxx as soon as
practicable after June 28, 2002. Of these shares, 40,000 shall be issued to
Xxxxx and 40,000 shall be issued to Xxxxxxxxxxx. Promptly after execution of
this Agreement, NGI shall instruct its transfer agent to issue the shares to
Xxxxx and Xxxxxxxxxxx. Xxxxx and Xxxxxxxxxxx acknowledge and understand that (a)
the shares to be issued to them will be "restricted securities" for purposes of
federal and state securities laws and may not be sold, transferred or
hypothecated in the absence of registration or qualification under those
securities laws, or an exemption from registration or qualification and (b) the
share certificates will bear a restrictive legend evidencing the foregoing. NGI
shall instruct its transfer agent to issue twelve (12) share certificates in the
following respective amounts - eight (8) respective certificates for 3,333
shares and four (4) respective certificates for 3,334 shares. Xxxxx and
Xxxxxxxxxxx further acknowledge that they have received and had an opportunity
to review NGI's Form 10-KSB for the fiscal year ended March 31, 2002, as filed
with the Securities and Exchange Commission.
2. REGISTRATION. As soon as practicable after issuance of the shares described
above, NGI shall file, and shall diligently pursue effectiveness of, a
registration statement on Form S-3 with the Securities and Exchange Commission
registering for resale to the public the shares issued to Xxxxx and Xxxxxxxxxxx
hereunder. All costs associated with the registration shall be borne by NGI.
Xxxxx and Xxxxxxxxxxx shall provide all information regarding themselves as
selling shareholders that NGI may reasonably request in connection with the
preparation and filing of the registration statement. NGI will notify Xxxxx and
Xxxxxxxxxxx immediately upon receiving confirmation of effectiveness of the
registration statement. For a period of twelve (12) months after effectiveness
of the registration statement Xxxxx and Xxxxxxxxxxx shall be entitled to sell no
more than one twelfth of his respective shares in each month pursuant to the
resale prospectus that will be part of the registration statement, and Xxxxx and
Xxxxxxxxxxx each agree that they will comply with the prospectus delivery
requirements imposed by the Securities Act of 1933, as amended, in connection
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with any public resale of the shares issued hereunder. Xxxxx and Xxxxxxxxxxx
understand and acknowledge that NGI's transfer agent will be so instructed, and
that a "stop transfer" order will be placed with the transfer agent to prevent
resales exceeding that amount. NGI agrees to maintain the effectiveness of the
registration statement until such time as Xxxxx and Xxxxxxxxxxx have sold all of
the securities set forth herein. NGI represents and warrants that it is
qualified to register these shares in this manner. If NGI is unable to register
the shares pursuant to an S-3 Registration Statement, NGI will register the
shares under an S-1 Registration Statement.
Executed as of the Effective Date set forth above.
NGI: XXXXX:
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NETGURU, INC. Xxxxx xxxxx
By /s/ XXXXX XXXXXXXXXX /s/ XXXXX XXXXX
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Xxxxx Xxxxxxxxxx, President Xxxxx Xxxxx
XXXXXXXXXXX:
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XXXX XXXXXXXXXXX
/s/ XXXX XXXXXXXXXXX
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Xxxx Xxxxxxxxxxx
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