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▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
February 22, 2001
Navitar, Inc.
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▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Re: Purchase of Shares of Panja Inc. Common Stock
Dear ▇▇. ▇▇▇▇▇▇▇▇▇:
Reference is made to that certain Subscription Agreement dated even
date herewith (the "Subscription Agreement") between Panja Inc., a Texas
corporation (the "Company"), and Navitar, Inc., a New York corporation (the
"Purchaser"), whereby the Purchaser has agreed to purchase from the Company that
number of shares (the "Shares") of the Company's common stock, par value $0.01
per share (the "Common Stock"), set forth in the Subscription Agreement.
If, during the 180-day period after the first anniversary of the
Closing (as defined in the Subscription Agreement) (the "Qualifying Period"),
the Purchaser sells (whether in a single transaction or a series of related
transactions and including an Involuntary Sale (as defined below)) any of the
Shares purchased by the Purchaser under the Subscription Agreement for a per
Share gross sales price (the "Sales Price") that is less than the price per
Share paid by the Purchaser under the Subscription Agreement (the "Purchase
Price") (a "Qualifying Sale"), of if, prior to the commencement of the
Qualifying Period, an Involuntary Sale shall occur with respect to such Shares
in which the Sales Price received by the Purchaser is less than the Purchase
Price, then, in either such case, ▇▇▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇▇▇") shall, within 15
business days after such Involuntary Sale or the receipt by ▇▇▇▇▇▇ of notice of
such Qualifying Sale (including documentation evidencing such Qualifying Sale),
pay to the Purchaser in immediately available funds an amount (referred to
herein as the "Price Support Amount") equal to (A) the number of Shares sold in
such Qualifying Sale or Involuntary Sale multiplied by (B) (i) the Purchase
Price less (ii) the Sales Price in such Qualifying Sale or Involuntary Sale, as
applicable. Notwithstanding the foregoing, except in the case of an Involuntary
Sale, ▇▇▇▇▇▇ shall have no further obligation to pay the Price Support Amount to
the Purchaser with respect to any Shares that Purchaser transfers or sells prior
to the commencement of the Qualifying Period. Further, ▇▇▇▇▇▇ shall have no
obligation to pay any Price Support Amount with respect to any shares of Common
Stock held by the Purchaser other than the Shares and any other shares of Common
Stock received by such Purchaser as result of a stock dividend, stock split, or
recapitalization affecting such Shares (such other shares being deemed to be
Shares for purposes of this letter agreement). Appropriate adjustment to the
Purchase Price shall be made to take into account any stock dividend, stock
split, or recapitalization affecting the Shares. For purposes hereof, an
"Involuntary Sale" of a Share shall occur upon the consummation of any merger,
consolidation, recapitalization, business combination transaction, or any
similar transaction in which the Common Stock is changed, exchanged, or
converted into cash or other consideration. If the Purchaser receives
consideration other than cash in an Involuntary Sale, then the Sales Price shall
be the fair market value of such consideration received by the Purchaser with
respect to a Share measured at the date of receipt of such consideration.
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February 22, 2001
Page 2
The Purchaser hereby acknowledges that ▇▇▇▇▇▇ has not made any
representation or warranty to the Purchaser regarding (i) the prospects or
condition of the Company or (ii) the future value of the Shares.
This letter agreement shall terminate as of the earlier of (i) the end
of the Qualifying Period or (ii) the sale of all of the Shares (including an
Involuntary Sale); provided, however, that ▇▇▇▇▇▇ shall continue to be obligated
to pay any Price Support Payment due hereunder to the Purchaser with respect to
any sale occurring prior to such termination.
This letter agreement shall be interpreted and construed in accordance
with and shall be governed by the laws of the State of Texas without regard to
any conflicts of law principle which would require the application of some other
state law.
Sincerely,
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ACKNOWLEDGED AND AGREED
as of February 22, 2001:
NAVITAR, INC.
By:
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
President
