The full text of the Agreements was not included in any SEC filing.
Pursuant to the Agreements, which are still in force and effect, I have the right to be reinstated as CEO and Chairman because the company failed to perform as agreed. There are two paths to that outcome, though, and I will most likely simply vote myself back to that position because the legal conflict in the event of non-cooperation is the same to compel the return of my Preferred stock as to compel performance with the clause that grants that right of reinstatement.
Here are the relevant sections on the Preferred stock repurchase, which clearly say what the published excerpts and my past representations on iHub previously conveyed:
"(g) The Buyer hereby agrees to utilize the voting power of the Series A Preferred stock only for the purpose of authorizing new capital to be raised from investors by way of private placement sales of Common stock at or above a price of $0.05 (five cents) per share, or for the designation and sale of such new Series B Preferred stock as may be required to conclude the raising of at least $1,000,000 in new capital for the company. Buyer warrants and represents that no other changes will be made to the capital structure of the company without calling a special vote of the Common stock holders, and in any such special vote the Buyer shall not cast any vote utilizing the preferred voting power of the Series A Preferred stock.
6. Repurchase Rights. In accordance with a separate Resignation and Termination Agreement dated March 21, 2011 by and between PivX Solutions, Inc. and Jason S. Coombs (the “Resignation and Termination Agreement”), this Agreement affords the Seller the following right
of repurchase:
(a) The Seller has the right to repurchase the shares sold to the Buyer in the event that certain conditions are not satisfied pursuant to and in accordance with the Resignation and Termination Agreement.
(b) The Seller is not obligated to repurchase the shares. The Seller only holds a right to repurchase them if the conditions itemized in this Agreement and in the Resignation and Termination Agreement are not satisfied.
(c) The right to repurchase shall become effective on September 22, 2011 if the conditions are not satisfied pursuant to and in accordance with the Resignation and Termination Agreement, or if the terms and conditions of this Agreement are breached by Buyer."
"(d) Redemption of Series A Preferred Stock. As of the effective date of this Agreement, Executive has sold ten million (10,000,000) shares of Series A Preferred Stock, $0.001 par value per share, of the Company (the “Series A Preferred Shares”) to Shelly Singhal. The Company shall, within 30 days of the effective date of this Agreement, execute an agreement to purchase and redeem from Shelly Singhal all of the Series A Preferred Shares upon satisfaction of a mutually-agreeable milestone or by a mutually-agreeable date in the future for a purchase price of Ten Thousand Dollars US ($10,000.00 US). Such purchase and redemption shall be effected pursuant to and in accordance with the terms of a separate Stock Redemption Agreement in a form that shall be mutually acceptable to the Company, Executive, and Shelly Singhal, but in no event shall the Stock Redemption occur prior to the Effective Date of this Agreement after Company has satisfied the conditions contained within this Section 3. In the event that the Company is unable to satisfy the conditions contained within this Section 3 within 120 days from the effective date of this Agreement, Executive shall have a right of repurchase for the Series A Preferred shares from Shelly Singhal, in the amount of the total price paid to Executive by Shelly Singhal."
"(e) Promise not to cause harm to the special voting right of the Series A Preferred shares, anti-dilution covenant except as necessary to raise new capital. The Company hereby promises and covenants that it will not cause any harm to the special voting right of the Series A Preferred shares, including but not limited to by way of designating a new series of Preferred shares with superior voting rights, nor will the Company cause the special voting right of the Series A Preferred shares to be diluted except as may be necessary for the Company to raise new capital. Under no circumstances will the Company sell shares, either Common or Preferred, for a price below $0.05 per share."
AI
