EXHIBIT 10.11
EASTCO INDUSTRIAL SAFETY CORP.
000 Xxxx 00xx Xxxxxx
Xxxxxxxxxx, Xxx Xxxx 00000
July 10, 1995
Xx. Xxxxxxx X. Xxxxxxx
Xxx Xxxxxxxxxx & Co., Inc.
000 Xxx Xxxxxxx Xxxx
Xxxxxx Xxxx, Xxx Xxxx 00000
Dear Xx. Xxxxxxx:
I am writing to confirm our agreement concerning the termination of the
relationship between Xxx Xxxxxxxxxx & Co., Inc. ("Xxx
Xxxxxxxxxx") and Eastco Industrial Safety Corp. ("Eastco").
Eastco immediately will issue to Xxx Xxxxxxxxxx 100,000 shares
of its common stock ($0.12 par value) and will register said stock
with the Securities and Exchange Commission at no cost to Xxx
Xxxxxxxxxx through a Registration Statement to be filed by October
31, 1995. Should the Registration Statement not be filed by that
date, Eastco will issue Xxx Xxxxxxxxxx an additional 50,000 shares
of said common stock and will register all 150,000 shares as soon
as practicable.
Xxx Xxxxxxxxxx, in consideration thereof, agrees to forego and
cancel all of its rights under the Underwriting Agreement between
us dated April 12, 1994 and in connection with the bridge loans
provided to Eastco in January, March and April, 1994; including,
but not limited to:
(1) The termination of Xxx Xxxxxxxxxx'x right of first
refusal to act on behalf of Eastco in future transactions;
(2) The cancellation of all Underwriter's Warrants presently
held by Xxx Xxxxxxxxxx or its affiliates, which shall be
returned to Eastco upon receipt by Xxx Xxxxxxxxxx of the
100,000 shares referred to above;
(3) The registration of Messrs. Xxxxxxx and Lieberbaum from
the Eastco board and the acknowledgment by Xxx Xxxxxxxxxx
that it shall have no further right to representation on
Eastco's board, but (i) Xxx Xxxxxxxxxx shall have the
right to have an observer attend meetings of the board
through April 30, 1997 and (ii) the board shall appoint
two additional non-management directors to the board
pending the next meeting of shareholders, at which time
it shall nominate two additional non-management directors
for election;
(4) The termination of any obligation by holders of securities subject to
a "lock-up" to obtain the permission of
Xxx Xxxxxxxxxx prior to sale or other disposition of said
securities.
If the above correctly sets forth your understanding of our
agreement, please sign both of the enclosed copies of this letter
and return one of them to me with the executed directors' resignation also
enclosed.
Very truly yours,
/s/ Xxxx X. Xxxxxx - President
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AGREED AND ACCEPTED AS OF THE DATE ABOVE:
XXX XXXXXXXXXX & CO., INC.
By:/s/ Xxxxxxx X. Xxxxxxx
----------------------
Its: Chief Operating Officer
XXX XXXXXXXXXX & CO., INC.
000 Xxx Xxxxxxx Xxxx
Xxxxxx Xxxx, Xxx Xxxx 00000
July 10, 1995
The Board of Directors
Eastco Industrial Safety Corp.
000 Xxxx 00xx Xxxxxx
Xxxxxxxxxx, Xxx Xxxx 00000
Gentlemen:
Pursuant to our agreement of today, the undersigned hereby
resign as directors of Eastco Industrial Safety Corp., effective as
of the date hereof.
Yours very truly,
/s/ Xxxxxxx Xxxxxxxxxx
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Xxxxxxx Xxxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
