EXHIBIT 10.22
▇▇▇▇▇▇▇▇▇.▇▇▇, inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Anti-Dilution Option Agreement
March 1, 2000
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▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇:
This letter will constitute the Agreement between ▇▇▇▇▇▇▇▇▇.▇▇▇, inc.
("Netcruise" or the "Company"), a New Jersey corporation, and yourself ("you" or
the "Investor") regarding certain "anti- dilution" rights which Netcruise has
agreed to grant to you in connection with your entering into the Subscription
Agreement, dated this date, regarding your acquisition from Netcruise of
12,362,500 shares of the $.0001 par value common stock of Netcruise (the "Common
Stock"). We each agree to incorporate herein by reference all of our respective
representations and warranties as contained in the Subscription Agreement.
1. Purpose of this Agreement. The object of this Agreement is to enable
you to maintain your percentage interest in Netcruise after the completion of
your acquisition of Common Stock as provided in both the Subscription Agreement
and in the separate agreement you have entered into, dated this date, with Loeb
Holding Corporation ("Loeb") regarding your acquisition of an additional 299,508
shares from Loeb. Your Common Stock holdings after these acquisitions will total
12,662,008 shares of Common Stock, and your percentage interest, after
accounting for the various outstanding conversion options and warrants (except
for the Class X and Class Y Common Stock Purchase Warrants to purchase an
aggregate of 1,600,000 shares of Common Stock held by United Internet
Technologies, Inc., and the Class V and Class W Common Stock Purchase Warrants
to purchase an aggregate of 400,000 shares of Common Stock held by ▇▇▇▇▇
▇▇▇▇▇▇▇) resulting in fully diluted shares outstanding of 22,328,064 as shown on
the attached schedule which we have mutually initialed, will total 56.71 % (the
"Percentage Interest").
2. Issuance of New Shares. Except as hereinafter provided, in the event
the Company shall at any time after the date hereof issue or sell any shares of
Common Stock ("New Shares"), including shares held in the Company's treasury,
shares of Common Stock issued upon the exercise of any options, rights or
warrants to subscribe for shares of Common Stock, and shares of Common Stock
issued upon the direct or indirect conversion or exchange of securities for
shares of Common Stock, you shall have the right to purchase at a purchase price
of $.20 per share a sufficient number of shares of Common Stock so that your
Percentage Interest after the completion of your purchase pursuant to this
Agreement, rounded to the nearest whole share, shall be undiluted.
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3. Prior Notice of Issuance of New Shares. The Company shall give
notice to you of each prospective issuance of New Shares (the "Issuance Notice")
not less than ten (10) days prior to the date that such New Shares will be
issued. That notice shall contain the number of New Shares which are to be
issued together with a computation of the number of shares which you would need
to purchase to maintain your Percentage Interest (the "Option Shares").
4. Dispute Over the Number of Option Shares. In the event you do not
agree with the Company's computation of the number of Option Shares which you
need to purchase to maintain your Percentage Interest, you shall advise the
Company of any such dispute within ten (10) days after your receipt of each such
notice. In the event of such a dispute, you and the Company shall promptly
confer to resolve the dispute within the following ten (10) days, failing which
the dispute will be submitted to arbitration as hereinafter provided. Pending
resolution of the dispute, you may exercise your rights to purchase Option
Shares based upon the Company's computation as contained in the notice, pending
resolution of the arbitration.
5. Exercise of Option. You shall exercise your rights to purchase
Option Shares pursuant to this Agreement by providing a notice to the Company of
your purchase of Option Shares, together with the number of shares you are
purchasing and payment of the purchase price, in New York Clearing House funds,
by certified or bank check or confirmed electronic transfer within 45 days of
the date you receive each Issuance Notice or within 30 days after issuance,
whichever is later. In the event a dispute is resolved by arbitration with an
award which provides that you may purchase more Option Shares than computed by
the Company, you shall exercise your right to purchase such additional Option
Shares within ten (10) days after such arbitration decision becomes final and
non- appealable.
6. Issuance Date. Shares of Common Stock shall be deemed to have been
issued immediately after the opening of business on the day following their
issuance date, except that in the case of a reclassification of other securities
of the Company into shares of Common Stock, the issuance date shall be deemed to
be the day after the record date for determining the security holders entitled
to receive such shares.
7. Definition of Common Stock. For the purpose of this Agreement, the
term "Common Stock" shall mean (i) the class of stock designated as Common Stock
in the Certificate of Incorporation of the Company as amended as of the date
hereof, or (ii) any other class of stock resulting from successive changes or
reclassifications of such Common Stock consisting solely of changes in par
value, or from par value to no par value, or from no par value to par value.
8. No SEC Registration. The Option Shares issuable hereunder have not
been registered under the Securities Act of 1933, as amended (the "Securities
Act") or any state securities ("Blue Sky") laws and must be held indefinitely
unless they are subsequently so registered or exemptions from such registration
are available. You have no right to require that the shares be registered under
the Securities Act or any Blue Sky laws and the shares cannot be sold without
registration or other compliance with the Securities Act and applicable Blue Sky
laws.
9. Arbitration. Any dispute, controversy or claim with respect to
the enforcement of the provisions of this Agreement or the performance or breach
of such provision shall be settled exclusively by arbitration conducted in New
York, New York in accordance with the Commercial Arbitration Rules of the
American Arbitration Association by a panel of three neutral arbitrators
appointed in accordance with such rules. In any such arbitration proceeding, the
arbitrators shall have the authority to order specific performance of an act by
any party to such proceeding, in addition to
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or in lieu of monetary damages. The parties to this Agreement hereby consent to
the jurisdiction of the court's of the United States or the State of New York in
New York County.
10. Modification. Neither this Agreement nor any provision hereof shall be
waived, modified, discharged or terminated except by an instrument in writing
signed by the party against whom any waiver, modification, discharge or
termination is sought.
11. Notices. Any notice, demand or other communication which any party
hereto may be required, or may elect, to give anyone interested hereunder shall
be sufficiently given if (a) deposited, postage prepaid, in a United States mail
letter box, registered or certified mail, return receipt requested, addressed to
such address as may be given herein, or (b) delivered personally at such
address, or (c) delivered by fax transmission to a fax number provided by such
person (who confirms receipt thereof). The addresses and fax numbers for the
delivery of notices are as follows:
If to the Company: ▇▇▇▇▇▇▇▇▇.▇▇▇, inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
with a copy to: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Scheichet & ▇▇▇▇▇, P.C.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel. (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to ▇▇▇▇▇▇ ▇▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel:
Fax:
with a copy to: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
12. Counterparts. This Agreement may be executed in any number of counterparts
and each of such counterparts shall, for all purposes, constitute one agreement
binding on all the parties.
13. Binding Effect. Except as otherwise provided herein, this Agreement
shall be binding upon and inure to the benefit of the parties and their
respective heirs, executors, administrators, successors, legal representatives
and assigns. If the undersigned is more than one person, the obligation of the
undersigned shall be joint and several and the covenants, agreements,
representations, warranties and acknowledgments herein contained shall be deemed
to be made by and be binding upon each such person.
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14. Entire Agreement. This Agreement contains the entire agreement of the
parties with respect to its subject matter and there are no representations,
warranties, covenants or other agreements, except as stated or referred to
herein and in the Subscription Agreement.
15. Benefit and Transfer or Assignment. Except as provided otherwise
herein, this Agreement is not transferable or assignable by the undersigned
without the written consent of the Company, which consent shall not be
unreasonably withheld. No such written consent shall be required for a transfer
or assignment by the Investor of his rights or interests under this Agreement to
a corporation or limited liability company in which the Investor owns, directly
or indirectly, more than 50% of the capital stock and in which all other
shareholders are accredited investors.
16. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to that
state's conflicts of laws provisions.
Investor: Company: ▇▇▇▇▇▇▇▇▇.▇▇▇, inc
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇, President
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Attest:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇, Secretary
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