Exhibit 10.12
[OBJECT OMITTED]
August 23, 1999
Xxxx X. Xxxxxxxx
00 0xx Xx.
Xxxxxxxxxx, XX 00000
Dear Xxxx:
This letter is to confirm our agreement as follows:
1. On or before August 30, 1999, you shall transfer all of your
shares of capital stock in Service Transport Company (free and
clear of all claims, liens or encumbrances) to Xxxxxxxxxxx.xxx,
Inc. ("Intellesale") by sending the following:
(a) the certificate or certificates representing the shares
of capital stock of Service Transport Company owned by
you, and
(b) a stock power (one is included with this letter).
2. In exchange for your shares and in full satisfaction of all
future obligations to you under the Agreement of Sale, dated
March 31, 1998, as amended, Intellesale will, within 30 days of
the closing of an initial public offering of common stock of
Intellesale (an "IPO"), issue to you 50,000 shares of common
stock of Intellesale.
3. If an IPO has not occurred by April 1, 2000, then you may
require Intellesale to return to you any shares you transferred
to Intellesale pursuant to Paragraph 1, and this letter agreement
shall terminate with no further obligation of Intellesale or you.
4. After giving effect to the transfer in Paragraph 1, you
represent and warrant that you will not own any equity security
in Service Transport Company.
The share certificates and stock power referred to in Paragraph 1
should be sent by overnight mail to:
Xx Xxxxxxxx
Xxxxxxxxxxx.xxx
0000 Xxx. 000 Xxxxx
Xxxxxxxxxx, XX 00000
Very truly yours,
XXXXXXXXXXX.XXX, INC.
By: /s/ Xxxx Xxxxxxx
-----------------------
Name: Xxxx Xxxxxxx
Title: President
Agreed to and accepted:
By: /s/ Xxxx X. Xxxxxxxx
----------------------
Xxxx X. Xxxxxxxx
