EXHIBIT 10.8
[TTR Letterhead]
October 17, 2002
▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇, III
▇▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Each of the Signatories listed
On the signature page hereof
Re: Warrant and Agreements of June 2000
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Dear ▇▇▇▇:
Reference is made to the following instruments:
(i) letter agreement between ▇▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc. ("BM") and TTR
Technologies, Inc., a Delaware corporation ("TTR"), dated as of June 19, 2000,
pursuant to the terms of which BM was to provide TTR certain consulting services
(the "Consulting Agreement"),
(ii) indemnity agreement between BM and TTR dated as of June 19, 2000
pursuant to which, in connection with the services under the Consulting
Agreement, TTR is to indemnify BM under certain limited circumstances (the
"Indemnity Agreement"),
(iii) warrant instruments originally issued to BM on or about June 1, 2000
and exercisable for a period of 5 years from the date of issuance thereof,
entitling BM to purchase up to, in accordance with the terms thereof, (A)
125,000 shares of TTR's Common Stock, par value $0.001 (the "Common Stock"), at
a per share exercise price of $6.50, (B) 125,000 shares of Common Stock, at a
per share exercise price of $7.50, and (C) 100,000 shares of Common Stock, at a
per share exercise price of $8.50, all in accordance with the terms thereof
(collectively, the "BM Warrants"), and
(iv) warrant instruments issued to the parties listed on SCHEDULE I hereto
(collectively, "BM Assignees") upon the assignment by BM to such persons of all
of its rights under the BM Warrants and following cancellation of the instrument
evidencing the original BM Warrants (as so assigned, the "BM Assignee
Warrants").
By this letter agreement, BM, the BM Warrant Assignees and TTR desire to
memorialize their agreement relating to certain agreements relating to subject
matter of the Consulting Agreement, the Indemnity Agreement and the BM Warrants
and the settlement of any other dispute or issue pending between them as of the
date hereof.
In consideration of the agreement of BM and each of the BM Warrant
Assignees hereunder and the releases contained from each contained herein, TTR
agrees to issue to BM and each of the BM Warrant Assignees, upon cancellation of
all the BM Warrants and any replacement instruments issued to BM Warrant
Assignees upon the assignment thereof, such number of shares of TTR's Common
Stock (the "Settlement Shares") appearing opposite such party's name on SCHEDULE
I hereto, all in accordance with the terms and provisions contained in the
Security Exchange Agreement to be entered into between TTR and BM and each of
the BM Warrant Assignees, a copy of which is attached hereto as SCHEDULE II (the
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"Security Exchange Agreement"). BM and each of the BM Warrant Assignees
represent that the figure reflected opposite their respective name on SCHEDULE I
under the column titled "Number of Shares Entitled to Under Existing Warrant"
represents the aggregate maximum number of Shares of Common Stock that are
issuable under the BM Warrants held by such party. All rights relating to the
Settlement Shares shall be governed by the terms of the Security Exchange
Agreement. In consideration of TTR's agreement to issue the Settlement Shares,
BM and each of the BM Warrant Assignees agree that each of the BM Warrants and
the replacement warrant instruments issued to the BM Warrant Assignees are not
exercisable and are henceforth deemed null and void and of no continuing force
or effect.
Upon and in consideration of TTR's undertaking to issue the Settlement
Shares, BM and each of the BM Warrant Assignees (in each case, on its behalf and
on behalf of each of its respective agents, attorneys, successors, executors,
assigns, estate and heirs) does hereby release and forever discharges TTR (and
its past, present and future officers, directors, employees, shareholders,
subsidiaries, affiliates, attorneys, agents, successors and assigns) and
absolutely and unconditionally waives, from any claims, demands, obligations,
liabilities, rights, causes of action and damages, whether liquidated or
unliquidated, absolute or contingent, known or unknown, arising prior to or
concurrent with the date hereof relating to or arising as a result of any
agreement between BM (or the BM Warrant Assignees) and TTR including without
limitation, the Consulting Agreement, the Indemnity Agreement, the BM Warrant
(or any replacement warrant instrument issued in connection with the assignment
by BM to the BM Warrant Assignees of its rights thereunder), any other
instrument or any claims for payment or compensation thereunder or otherwise.
This release is not intended to release any undertaking or obligation of TTR
contained in this agreement.
Upon and in consideration of the agreements of BM and each of the BM
Warrant Assignees herein, TTR (on its behalf and on behalf of each of its
agents, attorneys, successors and assigns) does hereby release and forever
discharge BM and each of the BM Warrant Assignees (and their respective past,
present and future officers, directors, employees, shareholders, subsidiaries,
affiliates, attorneys, agents, successors, assigns and heirs) and absolutely and
unconditionally waives, from any claims, demands, obligations, liabilities,
rights, causes of action and damages, whether liquidated or unliquidated,
absolute or contingent, known or unknown, arising prior to or concurrent with
the date hereof relating to or arising as a result of any agreement between BM
(or the BM Warrant Assignees) and TTR including without limitation, the
Consulting Agreement, the Indemnity Agreement, the BM Warrant (or any
replacement warrant instrument issued in connection with the assignment by BM to
the BM Warrant Assignees of its rights thereunder), any other instrument or any
claims for payment or compensation thereunder or otherwise. This release is not
intended to release any undertaking or obligation of BM or any of the BM Warrant
Assignees contained in this agreement.
Upon your execution of this letter agreement, you undertake to return to
TTR all copies in your file of the instruments representing the BM Warrant
(including the replacement warrant instruments issued to the BM Warrant
Assignees) marked "CANCELLED."
Additionally, upon BM's execution of this Agreement, each of the Consulting
Agreement and the Indemnity Agreement shall be deemed to have been terminated
and neither TTR nor BM (or any of the BM Warrant Assignees) shall have any
continuing obligations or rights thereunder.
This letter agreement shall be governed by the laws of the State of New
York. The parties hereby irrevocably consent to the jurisdiction of the courts
of the State of New York or the appropriate federal court sitting in the State
of New York for all actions, disputes, controversies, differences or questions
arising out of or relating to this Agreement. This agreement reflects the entire
understanding of the parties
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hereto to the subject matter hereof and supercedes all previous or
contemporaneous agreements or understandings relating thereto.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
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If the foregoing reflects your agreement, then kindly evidence such
agreement by signing and dating in the appropriate space provided below a copy
of this instrument and returning to TTR such executed copy, along with a
properly executed copy of the Security Exchange Agreement.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Chief Executive Officer
ACCEPTED AND AGREED to by each
As of the date set forth
▇▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc.
By: /s/ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
Name: A ▇▇▇▇▇ ▇▇▇▇▇▇ 10/25/02
Title Chairman Date
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