Exhibit 10.4
Letter of Agreement
This letter of Agreement dated June 30, 1998 is between Hitcom Corporation
("Borrower") and Xxxxxxx Xxxxx and Xxxxx Xxxxx ("Lenders").
Whereas the Borrower has given the Lenders a Promissory Note dated
May 29, 1998 for $165,000 ("Note"), and the current amount outstanding as of
the date of this agreement is $137,500.
Whereas the Lender desires to forgive the Note in full.
Now Therefore in consideration of good and valuable consideration, the
parties hereto agree as follows:
The Lender forgives the note owing from the Borrower effective the date of
this letter.
In Witness Whereof Borrower had caused this Agreement to be executed by its
duly authorized officer, and Lenders has executed this Agreement, on the date
first above written.
/s/ Xxxxx Xxxx
Xxxxx X. Xxxx, Chairman, HITCOM CORPORATION
/s/Xxxxx Xxxxx /s/Xxxxxxx Xxxxx
Xxxxx Xxxxx, Lenders Xxxxxxx Xxxxx, Lenders
Exhibit 10.5
STOCK PURCHASE AGREEMENT
Between
HITCOM CORPORATION
And
XXXXX X. XXXX
For Purchase of a 20% minority interest in One Plus Marketing, Inc.
Dated August 10, 1998
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT entered into this 10th day of August, 1998,
between Hitcom Corporation, a Delaware corporation ("Buyer"), and Xxxxx X.
Xxxx, ("Xxxx") an individual resident in the City of St. Louis, Missouri,
herein called the ("Seller");
WITNESSETH:
WHEREAS, Xxxx owns 20 common shares, being 20% of One Plus Marketing Inc.
("One Plus"), an Illinois Corporation (the "Company");
WHEREAS Hitcom owns 80 common shares, being 80% of One Plus, and there are
100 shares outstanding of the company constituting all of the issued and
outstanding shares of capital stock of the Company; and
WHEREAS, Seller desires to sell, and Buyer desires to purchase, the Stock in
consideration for the payment to be made as described hereunder;
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the parties hereto agree as follows:
ARTICLE I
Terms of Purchase and Sale
1.1 Upon the terms and subject to the conditions of this Agreement, Seller
sells to Buyer, and Buyer purchases from Seller, the stock for a purchase
price of $1.00.
ARTICLE II
Representation and Warranties of Seller
Seller represents and warrants to Buyer as follows:
2.1 Authority: No conflict. The Agreement constitutes the legal, valid and
binding obligation of Seller enforceable against Seller in accordance with
its terms. Seller has the absolute and unrestricted right, power, authority
and capacity to execute and deliver this Agreement and to perform the
obligations hereunder. The execution and delivery of this Purchase Agreement
by Seller and the consummation of the transactions contemplated will
(a) not violate or conflict with any provision of the Certificate or
Articles of Incorporation or bylaws of the Company.
(b) result in a breach of, or constitute a default under any agreement, (or
with notice or lapse of time or both result in a breach of or constitute a
default under) or otherwise give any person the right to terminate, any
lease, license, contract or other agreement or instrument to which Sellers or
the Company is a party or by which any of them are bound and particularly
Clause 6.5 of the Stock Purchase Agreement between Hitcom Corporation and
Xxxxx Xxxxx, Xxxxxxx Xxxxx, the Xxxxxxx Xxxxxx Xxxxx Family Trust dated
February 18th, 1998.
ARTICLE III
Representations and Warranties of Buyer
Buyer represents and warrants to Seller as follows:
3.1 Authority: No conflict. This Agreement constitutes the legal, valid and
binding obligation of Buyer in accordance with its terms. Buyer has the
absolute and unrestricted right, power, authority and capacity to execute and
deliver this Agreement and to perform the obligations hereunder. The
execution and delivery of this Purchase Agreement by Buyer and the
consummation of the transactions contemplated will
(a) not violate or conflict with any provision of the Certificate or
Articles of Incorporation or Bylaws of the Buyer.
(b) Result in a breach of or constitute a default under any agreement, (or
with notice or lapse of time or both result in a breach of or constitute a
default under) or otherwise give any person the right to terminate, any
lease, license, contract or other agreement or instrument to which Buyer or
the Company is a party or by which any of them are bound and particularly
Clause 6.5 of the Stock Purchase Agreement between Hitcom Corporation and
Xxxxx Xxxxx, Xxxxxxx Xxxxx, the Xxxxxxx Xxxxxx Xxxxx Family Trust dated
February 18th, 1998.
3.2 Investment Intent. Buyer acknowledges that the Stock has not been
registered under the Securities Act of 1933, as amended (the "1933 Act") and
that Seller has disclosed to Buyer that the stock may not be resold absent
such registration or unless an exemption from registration is available.
Buyer is acquiring the shares for its own account, for investment purposes
only and not with a view to distribution thereof within the meaning of
Section 2(11) of the 1933 Act.
ARTICLE IV
Closing
4.1 The closing ("Closing") under this Agreement shall take place concurrent
with the signing of this Agreement at the offices of Hitcom, 000 Xxxxx Xxxxxx
Xxxxxx, Xxxxx Xxxxx, Xx. Xxxxx, XX 00000-0000.
4.2 Delivery by Seller. At the Closing, Seller shall deliver to Buyer (a)
certificate representing the 20 shares of One Plus endorsed in blank or with
stock powers attached; (b) such other further instruments, documents or
certificates as Buyer may reasonably require to carry out effectively the
transactions contemplated hereunder.
4.3 Delivery by Buyer. At the Closing, Buyer shall deliver: (a) certified
resolutions of Buyers Board of Directors authorizing the execution, delivery
and performance of this Agreement by Buyer; (b) US$1.00; and (c) such other
further instruments, documents or certificates as Buyer may reasonably
require to carry out effectively the transactions contemplated hereunder.
ARTICLE V
Miscellaneous
5.1 Notices. All notice given in connection with this Agreement shall be in
writing and shall be delivered by personal delivery at the following addresses:
Seller: Xxxxx X. Xxxx, Chairman, Hitcom, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx
Xxxxx, Xx. Xxxxx, XX 00000-0000.
Buyer: Hitcom, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx Xxxxx, Xx. Xxxxx, XX 00000-0000.
5.2 Further Assurances
The parties hereto agree (i) to furnish upon request to each other such
further information, (ii) to execute and deliver to each other such
documents, and (iii) to do such other acts and things, all as the other party
hereto may at any time reasonably request for the purpose of carrying out the
intent of this Agreement and the documents referred to herein.
5.3 Entire Agreement and Modification. This Agreement is intended by the
Parties to this Agreement as a final expression of their agreement with
respect to the subject matter hereof, and is intended as a complete and
exclusive statement of the terms and conditions of that agreement. This
Agreement may not be modified, rescinded, or terminated orally, and no
modification, recession, termination or attempted waiver of the provisions
hereof (including this Section) shall be valid unless in writing and signed
by the party against whom the same is sought to be enforced.
5.4 Governing Law. This Agreement shall be governed by, and construed under,
the laws of the State of Missouri without regard to conflicts of laws, all
rights and remedies being governed by such laws.
5.5 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original copy of this
Agreement, and all of which, when taken together, shall be deemed to
constitute but one and the same agreement.
IN WITNESS WHEREOF Buyer had caused this Agreement to be executed by its duly
authorized officer, and Seller has executed this Agreement, on the date first
above written.
HITCOM CORPORATION
BY
/s/Xxxxx X. Xxxx /s/Xxxxx Xxxxx
Xxxxx X. Xxxx Xxxxx Xxxxx, President
Exhibit 10.6
August 11, 1998
Xxxxx X. Xxxx
Chairman
Hitcom Corporation
000 Xxxxx Xxxxxx Xxxxxx, Xxxxx Xxxxx
Xx. Xxxxx, XX 00000-0000
Xx. Xxxxx Xxxxx
President
Hitcom Corporation
00 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx, X0X 0X0
Dear Raj,
I am enclosing with this letter the executed Stock Purchase Agreement between
myself and Hitcom for 20% of One Plus Marketing Inc.
I currently own 5,837,012 shares in Hitcom, the certificate is deposited with
Hitcom's lender, and 500,000 shares are pledged as collateral in connection
with Hitcom's corporate loans.
I have previously agreed in connection with the Channel Telecom Stock
Purchase Agreement of February 18, 1998 not to sell or otherwise dispose of
said shares for one year from the Closing Date of that transaction except
pursuant to a registered stock offering.
I now agree to abstain from voting 1,800,000 shares of my 5,837,012 shares of
Hitcom from the date of this letter for 2 years at all special and annual
shareholder meetings of Hitcom.
Yours truly,
/s/Xxxxx Xxxx
Xxxxx X. Xxxx