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EXHIBIT 10.6
December 5, 1995
Xx. Xxxxxx X. Xxxxxx
President
Objective Communications, Inc.
00000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Dear Xxxxxx:
This letter of understanding sets forth th agreement that we have reached
today concerning the relationship between PVR Securities, Inc., Objective
Communications, Inc., Xxxxxx X. Xxxxxx, and Xxxx X. Xxxxxxxxx.
CURRENT OFFERING
We will continue the existing offering of $30,000 units, on essentially
the existing terms and conditions, with a goal of raising at least $500,000 by
the end of the year (17 units) with a maximum offering, subject to acceptance
by Objective Communication , of $1,500,000 (50 units). Xxxxxx X. Xxxxxx will
offer any purchaser of units, including those who purchased the 27 units
previously sold, the opportunity, for each unit purchased, to purchase 5,000
shares of his stock at $1 per share with the closing to occur in January, 1996.
LOAN WARRANTS
In consideration of PVR's agreement to lend $120,000 to Objective
Communications prior to the General DataComms Letter of Intent (subsequently
con erted into offering units) PVR or its Designees will receive five year
warrants to purchase 40,000 shares of common stock (the shares underlying four
units) at an exercise price of $4 per share.
PURCHASE OF SHARES FROM XXXXXX X. XXXXXX
In addition to any shares which PVR or Xxxx X. Xxxxxxxxx might be entitled
to purchase due to the purchase of units in the offering, Xxxxxx X. Xxxxxx
offers to sell $75,000 shares of his common stock at $1 per share to PVR/Xxxx
X. Xxxxxxxxx in February 1996.
VOTING AGREEMENT
Xxxxxx X. Xxxxxx and Xxxx X. Xxxxxxxxx mutually agree to enter into a five
year voting agreement obligating each party to vote any shares that he controls
for the election of the other party to the Board of Directors. In addition,
both parties will agree to use their best effort to obtain shareholder votes
for the other party from third party shareholders. Finally, J xx X. Xxxxxxxxx
will agree, subject to his fiduciary obligations, to vote for Xxxxxx X. Xxxxxx
to continue his position as President and Chief Executive Officer during the
term of the voting agreement.
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December 5, 1995
EXTENSION OF INVESTMENT BANKING AGREEMENT
Objective Communications and Xxxxxx X. Xxxxxx agree that if PVR obtains
subscriptions for 17 units by January 15, 1996, its investment banking contract
with Objective Communications, dated December 22, 1994, will be renewed or
extended for six months. A subscription will be deemed to be obtained by Decem
er 31, 1995 if a signed subscription agreement is received by mail or facsimile
transmission. Any investment from GDC is specifically excluded from this
agreement (investment banking contract).
Sincerely,
/s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx, CFA
President
PVR Securities, Inc.
/s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx, Individually
ACCEPTED AND AGREED TO:
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
President and Chief Executive Officer
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Individually
