EXHIBIT 10.41
CONFIDENTIAL
To: Xxxxxxx Xxxxxxx, CEO, Zaiq Technologies, Inc.
From: Xxxx Xxxxx, CEO, Rim Semiconductor Company
Re: Purchase and Sale of Certain Zaiq Assets
As we discussed today, Rim Semiconductor Company ("us", "we", "our", "Rim Semi")
agrees to purchase certain assets of Zaiq Technologies, Inc. ("you", "Zaiq"), as
described below, on the terms described in this letter agreement.
You represent and warrant that you own the following shares of our common stock
(the "Shares"), and are free to transfer ownership of the Shares to us without
encumbrance (other than applicable securities laws and certain agreements
between you and us with respect to such Shares and as otherwise set forth on the
Share certificates):
Date of Issue Cert Number of Shares
4/6/05 4093 4,651,163
6/19/05 4362 29,547
11/1/05 1114 499,854
5,180,654
You agree to sell all of the Shares to us or our assigns for $0.015 per share,
which is consideration of $77,708.46. We agree that we or our assigns will
purchase all of the Shares from you no later than December 31, 2005.
This will confirm that we have agreed to waive the restrictions in section 7 of
the Exchange Agreement, dated April 6, 2005, between Rim Semi and Xxxx to permit
you to transfer all of your remaining shares of Rim Semi.
You also represent and warrant that you continue to hold that certain promissory
note (the "Note") that we issued to you in April 2005 in the original principal
amount of $2,392,000, and are free to transfer ownership of the Note to us
without encumbrance. We paid $392,780 of the Note amount in June, and an
additional $797,333 of the Note amount was retired in October 2005 in accordance
with the terms of the Note, leaving a current principal balance of $1,201,887.
You have agreed to return the original Note to us, marked "paid in full,"
subject to and upon our payment of an aggregate $122,291.54 in respect of such
Note. We or our assigns agree to wire $129,789.35 to you before December 31,
2005. You agree that, upon receipt of such funds by wire transfer, the Note will
be paid in full and no additional amounts will be due to you thereunder.
Total consideration for the common stock and the note is $200,000.00.
You acknowledge that you have had the opportunity to ask questions and receive
answers from us concerning us and your sale of the Shares to us and your
agreement to retire the Note and, in connection therewith, we have discussed
with you certain matters relating to us, including recent developments regarding
us and our products. Each of us represents and warrants to the other party that
it has the authority to enter into this agreement, that this agreement has been
duly and validly authorized by each party and represents a valid and binding
obligation of such party, enforceable against each such party in accordance with
its terms. Each of us further represents and warrants to the other party that
neither the execution and delivery of this agreement or the performance hereof
conflicts with such party's organization documents, applicable law or any
material agreement, loan or indenture of such party, and all consents and
approvals required to be obtained in connection herewith have been obtained.
This agreement (i) may be executed in counterparts, each of which shall be
deemed an original and one and the same document, (ii) shall be governed by the
laws of the state of Oregon, and (iii) shall be binding on the successors and
assigns of each party; provided, however, that neither party may assign this
agreement (or its rights and/or obligations hereunder) without the prior written
consent of the other party.
Accepted and Agreed:
Rim Semiconductor Company Zaiq Technologies, Inc.
By: /s/ Xxxx Xxxxx By: /s/ Xxxxxxx Xxxxxxx
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Xxxx Xxxxx, CEO Xxxxxxx Xxxxxxx, CEO
