Exhibit 10.16
NETWORK-1 SOFTWARE & TECHNOLOGY, INC.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
September 26, 1997
Mr. Xxxxxx Xxxxx
Mr. Xxxxxxx Xxxxxxx
Xx. Xxxxxxx Xxxxxxxx
c/o Network-1 Software & Technology, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Transfer of Shares
Dear Messrs. Xxxxx, Xxxxxxx and Conquest:
This letter agreement sets forth the mutual agreements of Network-1
Software & Technology, Inc. (the "Company") with each of Xxxxxx Xxxxx
("Xxxxx") and Xxxxxxx Xxxxxxx ("Xxxxxxx") and Xxxxxxx Xxxxxxxx ("Conquest")
with respect to the transfer and surrender to the Company by Xxxxx of 181,014
shares of common stock, par value $.01 per share, of the Company (the "Common
Stock") and by Xxxxxxx of 138,712 shares of Common Stock. Each of the
parties hereto acknowledges that the transactions described herein are being
entered into as a condition to the closing of the transactions contemplated
under a certain Securities Purchase Agreements, dated as of even date
herewith, by and among the Company and Applewood Associates, L.P. and CMH
Capital Management Corp. pursuant to which such parties have loaned the
Company an aggregate of $400,000 and received warrants to purchase an
aggregate of 114,286 shares of the Company's Common Stock.
Simultaneous with the execution of this letter agreement, Xxxxx
shall surrender, transfer and assign to the Company 181,014 shares of Common
Stock and shall deliver to the Company certificates representing 181,014
shares of Common Stock. Upon receipt of such stock certificates, the Company
shall deliver to Xxxxx a check in the amount of $1,810.14 as payment in full
for such shares and shall cancel the shares so delivered.
Simultaneous with the execution of this letter agreement, Xxxxxxx
shall surrender, transfer and assign to the Company 138,712 shares of Common
Stock and shall deliver to the Company certificates representing 138,712
shares of Common Stock. Upon receipt of such stock certificates, the Company
shall deliver to Xxxxxxx a check in the amount of $1,387.12 as payment in
full for such shares and shall cancel the shares so delivered.
Simultaneous with the execution of this letter agreement, Conquest
shall surrender, transfer and assign to the Company 16,274 shares of Common
Stock and shall deliver to the Company certificates representing 16,274
shares of Common Stock. Upon receipt of such stock certificates, the Company
shall deliver to Xxxxxxx a check in the amount of $162.74 as payment in full
for such shares and shall cancel the shares so delivered.
If the foregoing accurately reflects our mutual agreement, please
sign this letter agreement in the space indicated below.
NETWORK-1 SOFTWARE & TECHNOLOGY, INC.
By: /s/ Xxxxxx Xxxxx
---------------------------------
Name: Xxxxxx Xxxxx
Title: President
Accepted and Agreed as of the
date first above-written:
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
