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EXHIBIT 10.7
XXXXX XXXXX CAPITAL GROUP, INC.
000 Xxxxx Xxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
_____________, 1997
[Existing Shareholder]
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Re: REDEMPTION RIGHT
Dear Sir:
Xxxxx Xxxxx Capital Group, Inc., a Florida corporation (the "Company"),
has filed with the United States Securities and Exchange Commission (the "SEC")
a Registration Statement on Form SB-2 (File No. 333-19401) (the "Registration
Statement"), covering, among other securities, 1,700,000 shares of Common Stock,
par value $.0001 per share, of the Company (the "Shares"). The Company currently
has 1,492,000 shares issued and outstanding held by eighteen shareholders (the
"Existing Shareholders"). The purchasers of the Shares are herein referred to as
the "Public Shareholders."
In connection with the Underwriting Agreement entered into in
connection with the above-referenced Registration Statement, the Existing
Shareholders of the Company are required to execute a copy of this letter.
In connection with a future shareholder vote relating to a Business
Combination (as defined in the Registration Statement), the Company shall offer
only to the Public Shareholders the right to redeem their Shares at a price
equal to the Company's book value (as determined by the Company and audited by
the Company's independent public accountants) on the record date for
determination of shareholders entitled to vote upon the proposal to approve such
Business Combination divided by the number of Shares held by such Public
Shareholders (the "Redemption"). The undersigned by its signature below hereby
agrees, with respect to the shares of Common Stock owned by the undersigned as
of the date hereof to waive any and all rights held by the undersigned, as a
holder of Common Stock of the Company, to participate in the Redemption.
If the foregoing is acceptable, please countersign this letter in the
space provided below, whereupon it shall become a binding agreement between you
and the Company as of the date first above written. By your signature below you
acknowledge that the Public Shareholders are intentional beneficiaries of this
Agreement and that in addition to the foregoing sentence, this Agreement may be
enforced by such Public Shareholders and this Agreement cannot be amended,
waived, or modified without the favorable vote of the
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______________, 1997
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holders of a majority of the Public Shareholders and any additional
shareholders, who are not affiliates of the Company or any Existing Shareholder.
This Agreement may be signed in counterparts and shall be binding upon all
successors and assigns and the holders further acknowledge that their shares of
Common Stock shall be so legended.
Very truly yours,
XXXXX XXXXX CAPITAL GROUP, INC.
By:
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Xxxxxxx X. Xxxxx,
Chief Executive Officer and
Chairman of Board of Directors
ACCEPTED AND AGREED
this ___ day of December, 1996:
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[Existing Shareholder]
