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EXHIBIT 10.7
REGISTRY MAGIC INCORPORATED
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November 10, 1997
1-800-REACH ME LLC
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Attention: ▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇
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Dear Sirs:
This letter states and confirms the agreement between the
undersigned, Registry Magic Incorporated, a Florida corporation (the "Company"),
and 1-800-REACH ME LLC, a New York limited liability company ("800-Reach Me"),
with respect to the purchase by 800-Reach Me simultaneous with the execution of
this letter agreement by 800-Reach Me of 200,000 shares of Common Stock, par
value $0.001 per share, of the Company (the "Shares"), for an aggregate purchase
price of $1,000,000 (the "Purchase Price"), based upon the terms and conditions
set forth below. On the date of this letter agreement, the Company will deliver
to 800-Reach Me a stock certificate representing the Shares against payment of
the Purchase Price by wire transfer to the account of the Company.
1. Representations and Warranties. The Company
hereby represents and warrants to 800-Reach Me as follows:
(a) The Company is a corporation duly
incorporated, validly existing and in good standing under the
laws of the State of Florida.
(b) The Company has full power, authority and
legal right to execute and deliver this letter agreement, and to perform its
obligations hereunder. The Company has all necessary approvals, permits,
licenses and authorizations to own, lease or use its properties and assets and
to conduct its business as currently conducted.
(c) The execution, delivery and performance of
this letter agreement have been duly authorized by all necessary corporate
action on the part of the Company. This letter agreement has been duly executed
and delivered by the Company and constitutes the legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms, except as its enforceability may be limited by bankruptcy, insolvency
or similar laws affecting creditors' rights generally or by general principles
of equity.
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(d) The execution, delivery and performance by
the Company of this letter agreement do not and will not (i) violate (A) the
certificate of incorporation or by-laws of the Company, (B) any law, rule,
regulation, order, writ, injunction or decree of any court or governmental
instrumentality or arbitration panel or (C) any provision of any indenture,
agreement or other instrument to which the Company is a party or by which any of
its assets or properties is bound or affected, or (ii) be in conflict with, or
result in a breach of or constitute a default under any indenture, agreement or
other instrument referred to in clause (d)(i)(C) above.
(e) The Company's unaudited financial
statements at and for the year ended July 31, 1997, a copy of which has been
furnished to 800-Reach Me (the "Financial Statements"), are complete and correct
in all material respects and present fairly the financial condition of the
Company as at such date, and the results of the Company's operations and cash
flow for the fiscal year then ended. The Financial Statements, including the
related schedules and notes thereto, have been prepared in accordance with
generally accepted accounting principles applied consistently throughout the
periods involved.
(f) Since July 31, 1997 there has been no
material adverse change in the business, operations, property, condition
(financial or otherwise) or prospects of the Company.
(g) No litigation, investigation or proceeding
of or before any arbitrator, court or governmental authority is pending or, to
the Company's knowledge, threatened by or against the Company or against any of
its properties or revenues.
(h) No event of default (or condition which
would constitute an event of default with the giving of notice or the passage of
time) exists under any agreements, contracts or commitments of the Company which
could have a material adverse effect on the business, operations, property,
condition (financial or otherwise) or prospects of the Company.
(i) The Company solely owns, or is licensed to
use, free of liens and encumbrances, all patents, trademarks, tradenames,
copyrights, technology, know-how and processes necessary for the conduct of its
business as currently conducted (the "Intellectual Property"). No claim has been
asserted and is pending by any person with respect to the use of any such
Intellectual Property, or challenging or questioning the validity or
effectiveness of any such Intellectual Property, and the Company does not know
of any valid basis for any such claim. The use of such Intellectual Property by
the Company does not infringe on the rights of any person.
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(j) No obligation of the Company and no law or
regulation materially adversely affects, or insofar as the Company could
reasonably foresee may so affect, the business, operations, property, condition
(financial or otherwise) or prospects of the Company.
(k) The Shares being purchased by 800-Reach Me
hereunder are duly authorized, validly issued, fully paid and nonassessable,
have the rights, powers and privileges described in the Company's certificate of
incorporation and, based in part upon the representations of 800-Reach Me in the
investment letter from 800-Reach Me to the Company dated the date hereof, are
issued in compliance with all applicable federal and state securities laws.
(l) All material contracts, agreements,
orders, leases, licenses and other commitments of the Company are in full force
and effect, none is in default and none will result in the successful assertion
or claim of any liability on the part of the Company.
(m) All information with respect to the
Company furnished to 800-Reach Me by or on behalf of the Company is complete and
correct in all material respects. No fact is known to the Company which
materially and adversely affects or in the future may (so far as the Company can
reasonably foresee) materially and adversely affect the business, assets or
liabilities, financial condition, results of operations or business properties
of the Company which has not been disclosed in writing to 800-Reach Me. No
document furnished or statement made in writing to 800-Reach Me by or on behalf
of the Company contains any untrue statement of a material fact or omits to
state any such material fact necessary in order to make the statements contained
therein not misleading.
(n) The authorized capital of the Company
consists of (i) 30,000,000 shares of Common Stock, par value $0.001 per share
(the "Common Stock"), of which 3,800,000 shares are issued and outstanding, all
of which are duly authorized, validly issued, fully paid and nonassessable, and
(ii) 5,000,000 shares of Preferred Stock, par value $0.01 per share (the
"Preferred Stock"), none of which have been issued. There are 600,000 shares of
Common Stock reserved for future issuance pursuant to the Company's employee
stock plan (the "Employee Stock Plan Shares"), and there are 600,000 shares of
Common Stock reserved for future issuance pursuant to outstanding options,
warrants, rights (including conversion or preemptive rights) or agreements for
the purchase or acquisition from the Company of Common Stock (the "Option
Shares"). Except for the Employee Stock Plan Shares and the Option Shares, there
are no outstanding options, warrants, rights (including conversion or preemptive
rights) or agreements for the purchase or acquisition from the Company of any
shares of its capital stock or other securities of the
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Company.
2. Right of First Refusal. For so long as 800- Reach Me owns
(i) at least 50,000 shares of Common Stock of the Company, or (ii) the right to
acquire shares of Common Stock of the Company that together with any other
shares of Common Stock of the Company owned by 800-Reach Me would equal in the
aggregate at least 50,000 shares of Common Stock of the Company, and until the
Company issues shares of the Company's Common Stock by means of an underwritten
public offering pursuant to the Securities Act that raises $5,000,000 for the
Company, the Company shall grant 800-Reach Me the right of first refusal to
purchase its pro rata share of all or any part of New Securities (as defined
below) that the Company may, from time to time, propose to issue. 800-Reach Me's
pro rata share, for purposes of this right of first refusal, shall equal a
fraction, the numerator of which is the number of shares of Common Stock (a)
owned by 800-Reach Me immediately prior to the issuance of New Securities and
(b) issuable upon conversion or exercise of any convertible securities, options,
rights or warrants held by 800-Reach Me immediately prior to the issuance of New
Securities, and the denominator of which is the total number of shares of Common
Stock outstanding immediately prior to the issuance of New Securities, assuming
full conversion of all convertible securities of the Company and all outstanding
rights, options and warrants to acquire Common Stock of the Company. "New
Securities" means (i) any Common Stock of the Company whether now authorized or
not, and rights, options or warrants to purchase Common Stock, (ii) any
Preferred Stock of the Company whether now authorized or not, and rights,
options or warrants to purchase Preferred Stock, and (iii) securities or
instruments of any type whatsoever that are, or may become, convertible into
capital stock; provided, however, that New Securities will not include (i)
shares of the Company's Common Stock that are issued by the Company by means of
an underwritten public offering pursuant to the Securities Act or (ii) the
Option Shares.
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3. Registration.
(a) Definitions.
(i) The terms "register," "registered"
and "registration" refer to a registration effected by
preparing and filing a registration statement in compliance with the
Securities Act, and the declaration of the effectiveness of such
registration statement under the Securities Act.
(ii) The term "Registrable Securities"
means:(A) the Shares; and (B) any securities of the Company issued as
(or issuable upon the conversion or exercise of any warrant, right or
other security which is issued as) a dividend or other distribution
with respect to, or in exchange for or in replacement of any of the
securities described in clause 3(a)(ii)(A) above, if any;
provided, however, that the securities described in clauses 3(a)(ii)(A) and (B)
above shall cease to be Registrable Securities upon the first occurrence of any
of the following events: (1) a registration statement with respect to such
securities shall have been declared effective under the Securities Act and such
securities shall have been disposed of by the holder (as defined below) thereof
pursuant to such registration statement; or (2) such securities shall become
transferable to any person pursuant to Rule 144(k) (or any successor provisions)
promulgated under the Securities Act.
(iii) The term "holder" means 800-Reach
Me, its designees, assignees and successors.
(iv) The term "Form S-3" means Form S-3
under the Securities Act as in effect on the date hereof or any
registration form under the Securities Act subsequently adopted by the
Securities and Exchange Commission (the "SEC") in lieu of Form S-3
which permits inclusion or incorporation of substantial information by
reference to other documents filed by the Company with the SEC.
(b) Demand for Registration.
(i) If the Company shall receive at any
time after three months after the effective date of the first
registration statement for a public offering of its securities (other
than a registration statement relating to the sale of securities to
employees of the Company pursuant to an employee stock plan), a written
request from the holder that the Company file a registration statement
under the Securities Act covering the registration of Registrable
Securities then outstanding, then the Company shall, subject to the
limitations of subsection 3(b)(ii) and 3(b)(iii), file as soon as
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practicable, and in any event within 90 days of the receipt of such
request, a registration statement under the Securities Act covering all
Registrable Securities then outstanding that the holder requests to be
registered.
(ii) If the holder intends to distribute the
Registrable Securities covered by its request by means of an
underwritten offering, the holder shall so advise the Company as a part
of its request made pursuant to this Section 3(b). The holder shall
(together with the Company as provided in subsection 3(d)(v)) enter
into an underwriting agreement in customary form with the underwriter
or underwriters selected by the holder, which underwriter or
underwriters shall be reasonably acceptable to the Company.
Notwithstanding any other provision of this Section 3(b), if the
underwriter advises the holder in writing that marketing factors
require (i) a limitation of the number of shares to be underwritten, or
(ii) a delay in the registration of the Registrable Securities covered
by the holder's request not to exceed 180 days after receipt of the
holder's request, then (i) the number of shares of Registrable
Securities that may be included in the underwriting shall be reduced to
the number permitted by the underwriter, or (ii) the registration of
the Registrable Securities covered by the holder's request will be
deferred for such a period of time not to exceed 180 days after receipt
of the holder's request, as determined by the underwriter in its
reasonable best judgment.
(iii) Notwithstanding the foregoing, if the Company
shall furnish to the holder a certificate signed by an authorized
officer of the Company stating that it would be seriously detrimental
to the Company and its shareholders for such registration statement to
be filed or that to file such registration statement at such time would
require the disclosure of an event or fact that would have a material
adverse effect on the business, operations or prospects of the Company,
then the Company shall have the right to defer such filing for a period
of not more than 180 days after receipt of the request of the holder
referred to in Section 3(b)(i) above.
(c) Piggy-Back Registration. If the Company proposes to
register (including for this purpose a registration effected by the Company for
shareholders other than the holder) any of its securities under the Securities
Act in connection with the public offering of such securities (other than a
registration relating solely to the sale of securities to participants in an
employee stock plan), the Company shall, at such time, promptly give the holder
written notice of such registration. Upon the written request of the holder, the
Company shall, subject to the provisions of Section 3(h), cause
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to be registered under the Securities Act all of the Registrable Securities that
the holder has requested to be registered.
(d) Obligations of the Company. Whenever required under this
Section 3 to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably possible:
(i) Prepare and file with the SEC a registration
statement with respect to such Registrable Securities and use its
reasonable efforts to cause such registration statement to become
effective, and, upon the request of the holder, keep such registration
statement effective until the holder has disposed of the Registrable
Securities.
(ii) During the time a registration statement is
required to be kept effective hereunder, prepare and file with the SEC
such amendments and supplements to such registration statement and the
prospectus used in connection with such registration statement as may
be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such
registration statement.
(iii) Furnish to the holder such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as it may
reasonably request in order to facilitate its disposition of
Registrable Securities.
(iv) During the time a registration statement is
required to be kept effective hereunder, use its reasonable efforts to
register and qualify the securities covered by such registration
statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably requested by the holder, provided
that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general
consent to service of process in any such states or jurisdictions.
(v) In the event of any underwritten public offering,
enter into and perform its obligations under an underwriting agreement,
in usual and customary form, with the managing underwriter of such
offering. The holder participating in such underwriting shall also
enter into and perform its obligations under such an agreement.
(vi) Notify the holder at any time when a prospectus
relating to the holder's Registrable
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Securities is required to be delivered under the Securities Act of the
happening of any event as a result of which the prospectus included in
such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing.
(vii) Furnish, at the request of the holder, on the date
that such Registrable Securities are delivered to the underwriters for
sale in connection with a registration pursuant to this Section 3, if
such securities are being sold through underwriters, or, if such
securities are not being sold through underwriters, on the date that
the registration statement with respect to such securities becomes
effective, (A) an opinion, dated such date, of the counsel representing
the Company for the purposes of such registration, in form and
substance as is customarily given to underwriters in an underwritten
public offering, addressed to the underwriters, if any, and to the
holder and (B) a letter dated such date, from the independent certified
public accountants of the Company, in form and substance as is
customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the
underwriters, if any, and to the holder.
(e) Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 3 that
the holder shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be required to effect the registration of the
Registrable Securities.
(f) Expenses of Demand Registration. All expenses, other than
underwriting discounts and commissions and stock transfer taxes relating to
Registrable Securities, incurred in connection with registrations, filings or
qualifications pursuant to Section 3(b), including (without limitation) all
registration, filing and qualification fees, printers' and accounting fees, fees
and disbursements of counsel for the Company, and the reasonable fees and
disbursements of one counsel for the holder shall be borne by the Company.
(g) Expenses of Piggy-Back Registration. The Company shall bear
and pay all expenses incurred in connection with any registration, filing or
qualification of Registrable Securities with respect to the registrations
pursuant to Section 3(c) for the holder, including (without limitation) all
registration, filing and qualification fees, printers' and accounting fees
relating or apportionable thereto and the
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reasonable fees and disbursements of one counsel not to exceed $2,500 for the
holder, but excluding underwriting discounts and commissions and stock transfer
taxes relating to Registrable Securities.
(h) Underwriting Requirements. In connection with any offering
involving an underwriting of shares being issued by the Company, the Company
shall not be required under Section 3(c) to include any of the holder's
securities in such underwriting unless the holder accepts the terms of the
underwriting as agreed upon between the Company and the underwriters selected by
it, and then only in such quantity as will not, in the opinion of the
underwriters, jeopardize the success of the offering by the Company. At any
time, the underwriters may determine a maximum number of shares to be offered,
which the underwriters reasonably determine to be the maximum number of shares
compatible with the offering's success. If the total amount of securities
requested to be sold in the offering, including Registrable Securities requested
by the holder to be included in such offering, exceeds such maximum, then the
Company shall be required to include in the offering only such number of
Registrable Securities which the underwriters believe will not jeopardize the
success of the offering; provided, however, that in no event shall the amount of
securities of the holder to be included in the offering be reduced to an amount
less than forty percent (40%) of the total amount of Registrable Securities
requested to be included in such offering, unless such offering is the initial
public offering of the Company's securities, in which case the holder may be
totally excluded if the underwriters make the determination described above and
the securities of no other shareholder, director, officer or employee (each an
"Additional Holder") who, together with (i) any relative, spouse or relative of
the spouse of the Additional Holder, (ii) any trust or estate in which the
Additional Holder and any of the persons related to him as specified in
paragraph 3(h)(i) or 3(h)(iii) collectively have more than 50% of the beneficial
interest (excluding contingent interest), and (iii) any corporation or other
organization of which the Additional Holder and any of the persons related to
him as specified in paragraph 3(h)(i) or 3(h)(ii) collectively are beneficial
owners of more than 50% of the equity securities (excluding directors'
qualifying shares) or equity interest, holds more than 1% of any class of the
Company's voting securities are included.
(i) Market Stand-Off Agreement. The holder agrees that it will
not, to the extent requested by the Company and an underwriter of the Common
Stock of the Company, sell or otherwise transfer or dispose (other than to
donees who agree to be similarly bound) of any Registrable Securities following
the effective date of a registration statement of the Company under the
Securities Act that becomes effective within six months of the date hereof;
provided, however, that:
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(i) such agreement will be applicable only to the
first such registration statement of the Company which covers Common
Stock of the Company to be sold on the Company's behalf to the public
in an underwritten offering; and
(ii) (a) all officers and directors of the Company,
(b) any other shareholder of the Company's Common Stock who, together
with (A) any relative, spouse or relative of the spouse of such
shareholder, (B) any trust or estate in which such shareholder and any
of the persons related to him as specified in paragraph 3(i)(ii)(b)(A)
and 3(i)(ii)(b)(C) collectively have more than 50% of the beneficial
interest (excluding contingent interest), and (C) any corporation or
other organization of which such shareholder and any of the persons
related to him specified in 3(i)(ii)(b)(A) and 3(i)(ii)(b)(B)
collectively are beneficial owners of more than 50% of the equity
securities (excluding directors' qualifying shares) or equity interest,
holds more than 1% of the Company's Common Stock, and (c) any other
person with registration rights in connection with any Option Shares
that upon exercise are convertible into the Company's Common Stock who,
together with (A) any relative, spouse or relative of the spouse of
such person, (B) any trust or estate in which such person and any of
the persons related to him specified in paragraph 3(i)(ii)(c)(A) and
3(i)(ii)(c)(C) collectively have more than 50% of the beneficial
interest (excluding contingent interest), and (C) any corporation or
other organization of which such person and any of the persons related
to him specified in 3(i)(ii)(c)(A) and 3(i)(ii)(c)(B) collectively are
beneficial owners of more than 50% of the equity securities (excluding
directors' qualifying shares) or equity interest, would upon exercise
of the Option Shares hold more than 1% of the Company's Common Stock,
enter into similar agreements.
(j) Indemnification. (i) The Company will indemnify the holder,
each of its officers and directors and partners, if any, and each person
controlling the holder within the meaning of Section 15 of the Securities Act
with respect to which registration, qualification or compliance has been
effected pursuant to this Section 3, and each underwriter, if any, and each
person who controls any underwriter within the meaning of Section 15 of the
Securities Act, against all expenses, claims, losses, damages or liabilities (or
actions in respect thereof), including any of the foregoing incurred in
settlement of any litigation, commenced or threatened, arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any registration statement filed pursuant to Section 3 hereof, any
prospectus included therein, or any amendment or supplement thereto, or based on
any omission (or alleged omission) to state therein a material fact required to
be stated therein or necessary to
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make the statements therein, in light of the circumstances in which they were
made, not misleading, and the Company will reimburse, as incurred, the holder,
each of its officers, directors and partners, if any, and each person who
controls any such underwriter, for any legal and any other expenses reasonably
incurred in connection with investigating, preparing or defending any such
claim, loss, damage, liability or action, provided that the Company will not be
liable in any such case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based on any untrue statement or
omission or alleged untrue statement or omission, made in reliance upon and in
conformity with written information furnished to the Company by an instrument
duly executed by the holder, such controlling person or underwriter and stated
to be specifically for use therein, and provided further that the Company will
not be liable to any such person with respect to any such untrue statement or
omission (or alleged untrue statement or omission) made in any preliminary
prospectus that is corrected in the final prospectus (or any amendment or
supplement thereto) if the person asserting any such loss, claim, damage or
liability was not sent or given a copy of the prospectus (as amended or
supplemented), at or prior to the written confirmation of the sale of
Registrable Securities to such person in any case where such delivery of the
prospectus (as amended or supplemented) is required by the Securities Act and
the untrue statement or alleged untrue statement of a material fact, or the
omission or alleged omission to state a material fact, that is found to be or is
alleged to be the basis of liability in such preliminary prospectus was
corrected in the prospectus as amended or supplemented.
(ii) The holder will, if Registrable Securities held by
the holder are included in a registration statement filed pursuant to
Section 3 hereof, indemnify the Company, each of its directors and
officers, each underwriter, if any, of the Company's securities covered
by such a registration statement, and each person who controls the
Company or such underwriter within the meaning of Section 15 of the
Securities Act, against all claims, losses, damages and liabilities (or
actions in respect thereof) arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in
any such registration statement, any prospectus included therein, or
any amendment or supplement thereto, or any omission (or alleged
omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein, not misleading,
and will reimburse the Company, such directors, officers, partners,
persons, underwriters or control persons for any legal or any other
expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action, in each
case to the extent, but only to the extent, that such untrue statement
(or alleged untrue statement) or omission (or alleged omission) is
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made in such registration statement, prospectus, or amendment or
supplement in reliance upon and in conformity with written information
furnished to the Company by an instrument duly executed by the holder
and stated to be specifically for use therein; provided, however, that
the obligations of the holder under this Section 3(j)(ii) shall be
limited to an amount equal to the proceeds to the holder of Registrable
Securities sold in connection with such registration.
(iii) Each party entitled to indemnification under this
Section 3(j) (the "Indemnified Party") shall give notice to the party
required to provide indemnification (the "Indemnifying Party") promptly
after such Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and shall permit the Indemnifying Party
to assume the defense of any such claim or any litigation resulting
therefrom, provided that the failure of any Indemnified Party to give
notice as provided herein shall not relieve the Indemnifying Party of
its obligations under this Section 3 except and to the extent the
failure to give such notice is materially prejudicial to an
Indemnifying Party's ability to defend such action. No Indemnifying
Party, in the defense of any such claim or litigation, shall, except
with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to
such Indemnified Party of a release from all liability in respect to
such claim or litigation.
(k) Reports Under Securities Exchange Act of 1934. With a view to
making available to the holder the benefits of Rule 144 promulgated under the
Securities Act and any other rule or regulation of the SEC that may at any time
permit the holder to sell securities of the Company to the public without
registration or pursuant to a registration on Form S-3, the Company, at its sole
cost and expense, agrees to:
(i) make and keep public information available, as
those terms are understood and defined in SEC Rule 144, at all times
after 90 days after the effective date of the first registration
statement filed by the Company for the offering of its securities to
the general public;
(ii) take such action, including the voluntary
registration of its Common Stock under Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as is necessary
to enable the holder to utilize Form S-3 for the sale of its
Registrable Securities, such action to be taken as soon as practicable
after the end of the fiscal year in which the first registration
statement filed by the Company for
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the offering of its securities to the general public is declared
effective;
(iii) file with the SEC in a timely manner all reports
and other documents required of the Company under the Securities Act
and the Exchange Act; and
(iv) furnish to the holder, so long as the holder owns
any Registrable Securities, forthwith upon request (A) a written
statement by the Company that it has complied with the reporting
requirements of SEC Rule 144 (at any time after 90 days after the
effective date of the first registration statement filed by the
Company), the Securities Act and the Exchange Act (at any time after it
has become subject to such reporting requirements), or that it
qualifies as a registrant whose securities may be resold pursuant to
Form S-3 (at any time after it so qualifies), (B) a copy of the most
recent annual or quarterly report of the Company and such other reports
and documents so filed by the Company with the SEC and (C) such other
information as may be reasonably requested in availing the holder of
any rule or regulation of the SEC which permits the selling of any such
securities without registration.
4. Governing Law. This agreement will be governed by and
construed in accordance with the law of the State of New York.
5. Notices. Any notice, communication or demand to be given or
made by or to the Company or 800-Reach Me pursuant to this letter agreement will
be in writing and will be sufficiently given or made for all purposes if
delivered personally to such party, if sent by receipt confirmed
telecommunications, or if sent to such party by recognized courier, at its
respective address set forth above or, in the event of a change in any address,
then to such other address as to which notice of the change is given. Notice
will be deemed given on receipt.
6. Amendment. This letter agreement may be amended only by an
instrument in writing signed by the parties hereto.
7. Entire Agreement. This letter agreement contains the entire
understanding of the parties with respect to the subject matter of this letter
agreement, and it supersedes all prior understandings and agreements, whether
written or oral, and all prior dealings of the parties with respect to the
subject matter hereof.
8. Parties in Interest and Assignment. This letter agreement
is binding upon and is for the benefit of the parties hereto and their
respective successors and permitted assigns. This letter agreement may not be
assigned by either
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party without the prior written consent of the other party hereto.
9. Execution and Counterparts. This letter agreement may be
executed in several counterparts, each of which will be deemed to be an
original, and all such counterparts when taken together, will constitute one and
the same instrument.
If the foregoing accurately reflects our agreement, please
sign and return a copy of this letter.
Very truly yours,
REGISTRY MAGIC INCORPORATED
By /s/ ▇▇▇▇ Namwrocki
-------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President & CEO
CONFIRMED AND AGREED TO THIS
10TH DAY OF NOVEMBER, 1997.
1-800-REACH ME LLC
By /s/ ▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇
Chairman
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
▇▇▇ ▇. ▇▇▇▇▇▇
President
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