Docstoc

Agreement - NEUROLOGIX INC/DE - 3-27-2001

Document Sample
Agreement - NEUROLOGIX INC/DE - 3-27-2001 Powered By Docstoc
					EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGER OF CTPI ACQUISITION CORP. (a Delaware corporation) WITH AND INTO EHOTHOUSE, INC. (a Delaware corporation) Agreement and Plan of Merger (the "MERGER AGREEMENT") entered into on February 5, 2001 by eHotHouse, Inc., a business corporation of the State of Delaware ("EHOTHOUSE"), and Change Technology Partners, Inc., a business corporation of the State of Delaware ("CTPI"), to which a wholly-owned subsidiary of CTPI to be named CTPI Acquisition Corp., a business corporation of the State of Delaware ("MERGER SUB") shall become a party. WHEREAS eHotHouse is a business corporation of the State of Delaware; and WHEREAS Merger Sub is a business corporation of the State of Delaware with its registered office therein located at 615 South DuPont Highway, City of Dover, County of Kent; and WHEREAS the total number of shares of stock which CTPI has authority to issue is 100 shares, all of which are common stock, par value $0.01 each; and WHEREAS the General Corporation Law of the State of Delaware permits the merger of a business corporation of the State of Delaware with and into another business corporation of the State of Delaware; and WHEREAS eHotHouse, CTPI and Merger Sub and the respective Boards of Directors thereof declare it advisable and to the advantage, welfare, and best interests of said corporations and their respective stockholders to merge Merger Sub with and into eHotHouse pursuant to the provisions of the Business Corporation Act of the State of Delaware upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the premises and of the mutual agreement of the parties hereto, being thereunto duly entered into by eHotHouse, CTPI and Merger Sub, the Merger Agreement and the terms and conditions thereof and the mode of carrying the same into effect, together with any provisions required or permitted to be set forth therein, are hereby determined and agreed upon as hereinafter in this Merger Agreement set forth.

2 1. eHotHouse and Merger Sub shall, pursuant to the provisions of the Business Corporation Act of the State of Delaware, be merged with and into a single corporation, to wit, eHotHouse, which shall be the surviving corporation from and after the effective time of the merger, and which is sometimes hereinafter referred to as the "SURVIVING CORPORATION", and which shall continue to exist as said surviving corporation under its present name pursuant to the provisions of the General Corporation Law of the State of Delaware. 2. The present Certificate of Incorporation of Merger Sub will be the Certificate of Incorporation of the surviving corporation until changed, altered or amended in the manner prescribed by the provisions of the General Corporation Law of the State of Delaware. 3. The present by-laws of Merger Sub will be the by-laws of the surviving corporation and will continue in full force and effect until changed, altered or amended as therein provided and in the manner prescribed by the provisions of the General Corporation Law of the State of Delaware. 4. The directors and officers in office of Merger Sub at the effective time of the merger shall be the members of the first Board of Directors and the first officers of the surviving corporation, all of whom shall hold their directorships and offices until the election and qualification of their respective successors or until their tenure is otherwise terminated in accordance with the by-laws of the surviving corporation. 5.1 Each share of Class A Common Stock of eHotHouse issued and outstanding immediately prior to the effective time of the merger ("EFFECTIVE TIME") shall, at the Effective Time, and without any action on the part of the holder thereof, be converted into the right to receive either (a) 1.44385 shares of CTPI's Common Stock, or (b) 2.165775 dollars; PROVIDED, that the holders of shares of Class A Common Stock of eHotHouse may only receive, in the aggregate, up to $400,000 in cash in exchange for their shares. If holders, in the aggregate, elect to receive cash in excess of $400,000, the cash will be divided pro rata amongst those holders that so elect. 5.2 Each share of Class B Common Stock of eHotHouse issued and outstanding immediately prior to the Effective Time shall, and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of CTPI's Common Stock. 5.3 Each share of Series A Convertible Preferred Stock, par value $.01 per share of eHotHouse issued and outstanding immediately prior to the Effective Time shall, at the Effective Time and without any action on the part of the holder thereof, be canceled and rendered null and void. 6. In the event that this Merger Agreement shall have been fully approved and adopted upon behalf of the terminating corporation and upon behalf of the surviving corporation in accordance with the provisions of the General Corporation Law of the State of Delaware, the said corporations agree that they will cause to be executed and filed and recorded any document or documents prescribed by the laws of the State of Delaware, and that they will cause to be performed all necessary acts within the State of Delaware and elsewhere to effectuate the merger herein provided for.

3 7. The Board of Directors and the proper officers of the terminating corporation and of the surviving corporation are hereby authorized, empowered, and directed to do any and all acts and things, and to make, execute, deliver, file, and record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Merger Agreement or of the merger herein provided for. [Remainder of page intentionally left blank.]

4 IN WITNESS WHEREOF, this Agreement and Plan of Merger is hereby executed upon behalf of each of the constituent corporations parties thereto. Dated: as of February 5, 2001 EHOTHOUSE, INC.
By: /s/ Matthew Ryan --------------------------------------Name: Matthew Ryan Title: Chief Executive Officer and President

CHANGE TECHNOLOGY PARTNERS, INC.
By: /s/ Kathleen Shepphird --------------------------------------Name: Kathleen Shepphird Title: Managing Director

The undersigned hereby joins and becomes a party to this Agreement and Plan of Merger as of February 6, 2001. CTPI ACQUISITION CORP.
By: /s/ Robert Westerfield --------------------------------------Name: Robert Westerfield Title: Executive Vice President and Chief Operating Officer

EXHIBIT 4.1 PAGE ONE NUMBER SHARES NO: SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 159111 10 3 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CHANGE TECHNOLOGY PARTNERS, INC. COMMON STOCK -- 500,000,000 SHARES -- $0.01 PAR VALUE This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE $0.01 PAR VALUE COMMON STOCK OF Change Technology Partners, Inc. transferable only on the books of the corporation by the holder hereof in person or by attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent. In Witness Whereof, the corporation has caused this certificate to be signed by the facsimile signatures of its duly authorized officers and to be sealed with the facsimile seal of the Corporation. Dated Countersigned by: Computershare Trust Company, Inc. - Denver
/s/ Kathleen Shepphird ----------------------Managing Director Secretary /s/ Matthew Ryan ----------------President Chief Executive Officer

CHANGE TECHNOLOGY PARTNERS, INC.

SEAL DELAWARE 2001 PAGE 2 CHANGE TECHNOLOGY PARTNERS, INC. TRANSFER FEE $5.00 PER NEW CERTIFICATE ISSUED The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - (Cust) ________ Custodian (Minor) ______ under Uniform Gifts to Minors Act (State) _________ Additional abbreviations may also be used though not in the above list.

For value received, hereby sell, assign and transfer unto: PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)

_____________________________________________________Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

_____________________________________________________Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated____________________ __________________________________

SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE, AMERICAN STOCK EXCHANGE, MIDWEST STOCK EXCHANGE. NOTICE: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.

EXHIBIT 10.3 Execution Copy AMENDED AND RESTATED BUSINESS OPPORTUNITY ALLOCATION AND MISCELLANEOUS SERVICES AGREEMENT THIS AGREEMENT (the "AGREEMENT"), made as of the 10th day of November, 2000, by and between Change Technology Partners, Inc., a Delaware corporation (the "COMPANY"), and FG II Ventures, LLC, a Delaware limited liability company (formerly known as FG II Management Company, LLC) ("FG II"). W I T N E S S E T H: WHEREAS, the Company, formerly known as Arinco Computer Systems Inc. and Pangea Internet Advisors LLC ("Pangea"), a Delaware limited liability company and affiliate of FG II, have entered into an agreement, dated March 28, 2000, relating to (i) the allocation to the Company of certain investment opportunities identified by Pangea and FG II and their affiliates (together, "FG II AFFILIATES") and (ii) the reimbursement by the Company of certain amounts that may be incurred, paid or payable by Pangea with respect to corporate headquarters expenses (the "PRIOR AGREEMENT"); WHEREAS, FG II, the Company and Pangea have agreed that FG II will be substituted for Pangea in the Prior Agreement and will assume all of Pangea's obligations and benefit from all of Pangea's rights under the Prior Agreement; WHEREAS, the Company has agreed to exclude certain investment opportunities from the Referral Requirements (as hereinafter defined); and WHEREAS, the Company, Pangea and FG II have agreed to amend and restate the Prior Agreement to reflect their new understanding with respect to the matters described above. NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows: 1. Investments in Target Businesses. (a) REFERRAL OF DEALS. FG II will refer to the Company all opportunities outside of Europe, the Middle East and Africa for the Company to acquire interests in business enterprises that are or propose to be engaged in businesses relating primarily to the internet, e-commerce and related technologies ("TARGET BUSINESSES") that any FG II Affiliate may investigate or otherwise pursue for its own account or for funds with which they are affiliated or other clients where either (i) the minimum amount

2 required to be allocated to the Company pursuant to Section 1(b) would be $1,000,000 or more or (ii) where 50% of the amount of such opportunity could be acquired for no less than $500,000 and such an acquisition would give the Company "CONTROL" of the Target Business for purposes of Rule 3a-1(a)(4) under the Investment Company Act of 1940, as amended (the "INVESTMENT COMPANY ACT"), or any successor rule thereto ("RULE 3A-1(A)(4)"). The referral requirements of this Section 1(a) (the "REFERRAL REQUIREMENTS") shall not apply to investments in publicly traded securities not offered in a private placement. Any opportunity for the Company to acquire interests in Target Businesses that any FG II Affiliate may so investigate and that do not fall within the Referral Requirements is referred to as an "OTHER OPPORTUNITY". The Company hereby renounces any interest it may have in any Other Opportunity and renounces any expectancy that any Other Opportunity be offered to it, such that, as a result of such renunciation, any FG II Affiliate or any officer, director, member or affiliate of any FG II Affiliate who is also an officer or direction of the Company (A) shall have no duty to communicate or present such Other Opportunity to the Company, shall have the right to hold such Other Opportunity for its or its affiliates' (and the respective officers, directors, agents, shareholders, members, partners, or subsidiaries of such affiliates) own account, or to recommend, assign or transfer such Other Opportunity to persons other than the Company and (B) shall not breach any duty it may have to the Company by reason of the fact that such person pursues or acquires such Other Opportunity for itself, directs, assigns or transfers such Other Opportunity to another person, or does not communicate information regarding such Other Opportunity to the Company. (b) ALLOCATION OF INVESTMENT OPPORTUNITIES. If an opportunity to acquire a Target Business (or an interest therein) is presented to a FG II Affiliate which is within the Referral Requirements, FG II will refer such opportunity to the Company, and if one or more FG II Affiliates or clients or affiliates of such FG II Affiliates (collectively, the "FG II GROUP") wishes to participate in such acquisition, FG II shall allocate such opportunity between the Company and the FG II Group on an equitable basis which recognizes the objective of the Company to avoid being classified as an investment company; PROVIDED, HOWEVER, that not less than 50% of the value of the opportunity available to the FG II Group and the Company shall be offered to the Company. Any portion of such opportunity allocated to the FG II Group shall be deemed to be an "OTHER OPPORTUNITY" for purposes of Section 1(a). FG II shall disclose in advance all such proposed allocations to the Company and, to the extent necessary for the Company to avoid classification as an investment company, use good faith efforts to cause the members of the FG II Group to whom any allocation has been made to assign their voting rights to the Company. For purposes of this Section 3(b), the term "FG II GROUP" shall not include persons who were solicited by any member of the FG II Group to invest in a Target Business but who are not clients or affiliates of any FG II Affiliate. (c) FAILURE TO APPROVE ACQUISITIONS. If FG II refers to the Company an opportunity to acquire a Target Business (or an interest therein) which is within the Referral Requirements and the Company does not make such acquisition (whether based on the merits of the opportunity, a disagreement with the portion of the

3 opportunity allocated to the Company or other factors), then FG II and the FG II Group shall be free to pursue such Target Business for their own account and such opportunity shall be deemed to be an "OTHER OPPORTUNITY" for purposes of Section 1(a). 2. OFFICE SERVICES. Subject to the terms and conditions hereof, during the term of this Agreement, FG II will provide the Company with office space in FG II's offices in Greenwich, Connecticut for use by the Company's staff. FG II will also provide the Company's staff with access to secretarial support services and to such communications, computer, photocopying and similar office equipment as is located at such offices from time to time and will provide such staff with reasonable office supplies, postage, overnight express courier and similar services. (The foregoing provision of space, secretarial support, access to office equipment and provision of office supplies is referred to herein as "Office Services".) At least monthly the Company shall reimburse FG II for the cost of such Office Services, such reimbursement to be in such amounts as the Company and FG II may reasonably agree upon from time to time based upon an estimate of FG II's actual costs for providing such Office Services. 3. LEGAL EXPENSES. The Company shall also reimburse FG II for all reasonable legal fees and expenses incurred by FG II in connection with the transactions contemplated by the Securities Purchase Agreement by and between the Company and Pangea dated as of March 28, 2000, including, without limitation, those relating to the procreation of this Agreement, the Securities Purchase Agreement, the Transaction Documents (as defined in the Securities Purchase Agreement), and the private placement memorandum relating to the Securities Purchase Agreement. 4. TERM. Section 1 of this Agreement shall remain in full force and effect for so long as any FG II Affiliate is serving as a director or as a senior executive officer of the Company. Either party may terminate Section 2 of this Agreement upon 990 days prior written notice to the other party. The provisions of Section 3 and 5 hereof shall survive indefinitely. 5. LIABILITY; INDEMNIFICATION. (a) LIABILITY. None of FG II, the FG II Affiliates, or any of their respective principals, shareholders, members, directors, officers, employees or agents (all of the foregoing, except for FG II are collectively, the "FG II PARTIES") shall be liable to the Company or any of its shareholders, directors, officers, employees or agents for any losses, damages, costs or expenses, including attorneys' fees, judgments, fines and amounts paid in settlement (collectively, "LOSSES"), in any way arising out of a referral made pursuant to Section 1 or the pursuit by any FG II Party of any Other Opportunity, except that FG II may be liable to the Company to the extent that any such Losses are directly caused by the gross negligence or willful misconduct of FG II or any of the FG II Parties in the performance of their duties hereunder during the term of this Agreement.

4 (b) INDEMNIFICATION. The Company shall indemnify in the manner and to the fullest extent permitted by applicable law and the bylaws of the Company, each FG II Party in the event that the FG II Party (or his or her estate, as the case may be), was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, and whether civil, criminal, administrative, investigative or otherwise, by reason of the performance or alleged lack of performance of any obligation in Sections 1 or 2, against Losses actually and reasonably incurred by such person in connection with such action, suit or proceeding (including, without limitation, in connection with the defense or settlement of such action, suit or proceeding). To the extent and in the manner provided by applicable law, any expenses (including attorneys' fees) shall be paid by the Company in advance of the final disposition of such action, suit or proceedings, even if the FG II Party is alleged to have not met any applicable standard of conduct or is alleged to have committed conduct so that, if true, the FG II Party (or the FG II Party's estate) would not be entitled to indemnification under this Section 5, upon receipt of an undertaking, which need not be secured, by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company as authorized in this Section 5. The Company's obligations under this Section 5 shall survive any termination of this Agreement. (c) NONEXCLUSIVE REMEDY. The indemnification remedy contained in this Agreement shall not be deemed to be the exclusive remedy of the Indemnified Party in connection with or arising from any failure by the Company to perform any of its covenants or obligations in this Agreement, nor shall such indemnification remedy be deemed to prejudice or to operate as a waiver of any remedy to which the Indemnified Party may be entitled at law or equity. 6. MISCELLANEOUS. (a) NOTICES. Any notice, payment, demand or communication required or permitted to be given by any provision of this Agreement shall be in writing and shall be deemed to have been delivered, given and received for all purposes (i) if delivered personally, with a copy transmitted by telephonic facsimile, to the party or to an officer of the party to whom the same is directed or (ii) whether or not the same is actually received, if sent by registered or certified mail, postage and charges prepaid, with a copy transmitted by telephonic facsimile address as follows: If to the Company: Change Technology Partners, Inc. 20 Dayton Avenue Greenwich, CT 06830 Telephone: 203-661-4431 Facsimile: 203-661-1331 Attention: Chief Executive Officer

5 With a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019-6064 Telephone: 212-373-3000 Facsimile: 212-757-3990 Attention: James Dubin, Esq. If to FG II: FG II Ventures, LLC 20 Dayton Avenue Greenwich, CT 06830 Telephone: 203-661-4431 Facsimile: 203-661-1331 Attention: Cary S. Fitchey Any such notice shall be deemed to be delivered, given and received as of the date so delivered, if delivered personally, or as of the date on which the same was deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and sent as aforesaid. (b) GOVERNING LAW. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely within such State. (c) COUNTERPART EXECUTION. This Agreement may be executed in any number of counterparts with the same effect as if all of the parties hereto had signed the same document. All counterparts shall be construed together and shall constitute one agreement. (d) AMENDMENTS. This Agreement may only be amended upon the written consent of all of the parties hereto. (e) ENTIRE UNDERSTANDING; NO THIRD PARTY BENEFICIARIES. This Agreement and the Transaction Documents represent the entire understanding of the parties hereto with reference to the transactions contemplated hereby and supersedes any and all other oral or written agreements heretofore made. Except as provided in Section 1 with respect to the FG II Group, and Section 5 with respect to the FG II Parties, nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto or their respective successors, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

6 (f) ASSIGNMENT. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties hereto and any purported assignment in violation of this Section 6(f) shall be void. Subject to the preceding sentence, this Assignment shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. (g) SPECIFIC PERFORMANCE. The parties hereto agree that their respective rights and obligations under this Agreement shall be enforceable in a court of equity by decree of specific performance and that appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies shall, however, be cumulative and nonexclusive and shall be in addition to any other remedies which any party hereto may have under this Agreement or otherwise. (h) NO PARTNERSHIP RELATIONSHIP. Nothing contained herein shall be construed or deemed to create any partnership relationship between the Company, on the one hand, and FG II or any of its Affiliates, on the other hand. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. CHANGE TECHNOLOGY PARTNERS, INC.
By: /s/ Matthew Ryan --------------------------------------Name: Matthew Ryan Title: Chief Eexecutive Officer

FG II VENTURES, LLC
By: /s/ Kathleen Shepphird --------------------------------------Name: Kathleen Shepphird Title: Managing Director

PANGEA INTERNET ADVISORS, LLC
By: /s/ William Avery --------------------------------------Name: William Avery Title: Managing Director

EXHIBIT 10.11 CHANGE TECHNOLOGY PARTNERS, INC. 20 Dayton Avenue Greenwich, CT 06830 November 10, 2000 Ms. Kathleen Shepphird 20 Dayton Avenue Greenwich, CT 06830 Dear Ms. Shepphird: I am pleased to submit to you the following offer of employment with Change Technology Partners, Inc., a Delaware corporation (the "COMPANY"). 1. TITLE; DUTIES. At the commencement of your employment, the Company shall employ you and you shall accept employment as Managing Director and Secretary of the Company and you shall have such authority and perform such duties of an executive and managerial nature as are consistent with such title and status. You shall devote substantial business time, skill and efforts to the performance of your duties to the Company. However, the Company is aware that you are now engaged, and from time to time hereafter may become engaged, in other businesses, ventures and opportunities and that you intend to devote a substantial amount of time to such businesses, ventures and opportunities. The Company expressly consents to such activities and agrees that such activities shall not constitute a breach of this Letter Agreement. 2. COMMENCEMENT; AT-WILL EMPLOYMENT. Your employment shall commence, and this Letter Agreement shall become effective, on the date of this Letter Agreement. You shall be an at-will employee and, accordingly, your employment by the Company may be terminated by the Company or by you at any time for any reason or for no reason. 3. SALARY. During your employment, you will be paid a base salary at an annual rate of $155,000, payable in bi-weekly installments, subject to adjustment at the discretion of the Board of Directors of the Company. During your employment, you shall also be entitled to payment of or reimbursement for all reasonable and properly documented out-of-pocket expenses incurred or paid by you in connection with the performance of your duties hereunder and in accordance with the general expense reimbursement policy of the Company then in effect. 4. BENEFITS. During your employment, you shall be entitled to participate in the employee benefit plans and programs, if any, which are maintained by the Company for similarly situated employees of the Company.

5. BUSINESS OPPORTUNITY ALLOCATION. You acknowledge that you have read the Business Opportunity Allocation and Miscellaneous Services Agreement, as amended on November 10, 2000, by and between the Company and FGII Management Company ("FGII") (the "BOA AGREEMENT"). During your employment, you shall observe all requirements and obligations imposed on the FGII Affiliates (as defined in the BOA Agreement) pursuant to the BOA Agreement, including the referral, through FGII, of investment opportunities meeting the Referral Requirements (as defined in the BOA Agreement) to the Company in accordance with Section 1 of the BOA Agreement. The Company hereby renounces any interest it may have in any Other Opportunity (as defined in the BOA Agreement) and renounces any expectancy that any Other Opportunity be offered to it, such that, as a result of such renunciation, you (A) shall have no duty to communicate or present such Other Opportunity to the Company, shall have the right to hold such Other Opportunity for your or your affiliates' (and the respective officers, directors, agents, shareholders, members, partners, or subsidiaries of such affiliates) own account, or to recommend, assign or transfer such Other Opportunity to persons other than the Company and (B) shall not breach any duty you may have to the Company by reason of the fact that you pursue or acquire such Other Opportunity for yourself, direct, assign or transfer such Other Opportunity to another person, or do not communicate information regarding such Other Opportunity to the Company. 6. INDEMNIFICATION. The Company shall indemnify, in the manner and to the fullest extent permitted by applicable law and the by-laws of the Company, you (or your estate) in the event you (or your estate) were or are a party to, or are threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that you are or were a director, officer, employee, or agent of the Company, or are or were serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including reasonable attorneys' fees) ("EXPENSES"), judgments, fines and amounts paid in settlement actually and reasonably incurred by you (or your estate) in connection with such action, suit or proceeding (including, without limitation, in connection with the defense or settlement of such action, suit or proceeding). To the extent and in the manner provided by applicable law, any such Expenses shall be paid by the Company in advance of the final disposition of such action, suit or proceeding, even if you are alleged to have not met the applicable standard of conduct required under this Section 6 or are alleged to have committed conduct such that, if true, you (or your estate) would not be entitled to indemnification under this Section 6, upon receipt of an undertaking, which need not be secured, by or on behalf of you (or your estate) to repay such amount if it shall ultimately be determined that you (or your estate) are not entitled to be indemnified by the Company as authorized in this Section. The Company's obligations under this Section 6 shall survive any termination of this Letter Agreement or any termination of your employment. 7. INSURANCE. During your employment, the Company shall maintain liability and director's and officer's insurance provided by a reputable insurer in amounts appropriate for a public company engaged in business (in nature and size) like the Company's business on your behalf. 2

8. MISCELLANEOUS. (a) NOTICES. Any notice, payment, demand or communication required or permitted to be given by any provision of this Letter Agreement shall be in writing and shall be deemed to have been delivered, given and received for all purposes (i) if delivered personally, with a copy transmitted by telephonic facsimile, to the party or to an officer of the party to whom the same is directed or (ii) whether or not the same is actually received, if sent by registered or certified mail, postage and charges prepaid, with a copy transmitted by telephonic facsimile addressed as follows: If to the Company: Change Technology Partners, Inc. 20 Dayton Avenue Greenwich, CT 06830 Telephone: 203-661-4431 Facsimile: 203-661-1331 Attention: Chief Executive Officer If to Employee: Ms. Kathleen Shepphird 20 Dayton Avenue Greenwich, CT 06830 Telephone: 203-661-4431 Facsimile: 203-661-1331 Any such notice shall be deemed to be delivered, given and received as of the date so delivered, if delivered personally, or as of the date on which the same was deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and sent as aforesaid. (b) GOVERNING LAW. This Letter Agreement shall be governed by, and interpreted in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely within such State. (c) COUNTERPART EXECUTION. This Letter Agreement may be executed in any number of counterparts with the same effect as if all of the parties hereto had signed the same document. All counterparts shall be construed together and shall constitute one agreement. (d) AMENDMENTS. This Letter Agreement may only be amended upon the written consent of all of the parties hereto. (e) ENTIRE UNDERSTANDING; NO THIRD PARTY BENEFICIARIES. This Agreement and the BOA Agreement represent the entire understanding of the parties hereto with reference to the transactions contemplated hereby and supersedes any and all 3

other oral or written agreements heretofore made. Except as provided in Section 6, nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. (f) SUCCESSORS AND ASSIGNS. The Company may assign this Letter Agreement to a successor, affiliate or subsidiary, provided that no such assignment shall relieve the Company of its obligation hereunder. This Letter Agreement is a personal contract and your rights and interests hereunder may not be sold, transferred, assigned, pledged, encumbered, or hypothecated by you, except as otherwise expressly permitted by the provisions of this Letter Agreement. Nothing in this Section 8(f) shall preclude (i) you from designating a beneficiary to receive any benefit payable hereunder upon your death, or (ii) the executors, administrators, or other legal representatives of yours or your estate from assigning any rights hereunder to distributees, legatees, beneficiaries, testamentary trustees or other legal heirs of yours. This Letter Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. (g) SEVERABILITY. If any provision of this Letter Agreement or the application of any such provision to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Letter Agreement or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid and unenforceable, shall not be affected thereby, and each other provision hereof shall continue to be valid and shall be enforceable to the fullest extent permitted by law. (h) HEADINGS. All descriptive headings of sections and paragraphs in this Letter Agreement are intended solely for convenience, and no provision of this Letter Agreement is to be construed by reference to the heading of any section or paragraph. (i) WITHHOLDINGS. All payments to you under this Letter Agreement shall be reduced by all applicable tax withholding required by federal, state or local law. (j) TERMINATION OF AGREEMENT. This Letter Agreement shall terminate and have no further force and effect if the Purchase Agreement is terminated. 4

If the foregoing is acceptable, please indicate your agreement by signing in the space designated below. Sincerely, CHANGE TECHNOLOGY PARTNERS, INC.
By: /s/ Matthew Ryan ---------------------------------Name: Matthew Ryan Title: Chief Executive Officer

AGREED AND ACCEPTED BY:
/s/ Kathleen Shepphird ----------------------------------Name: Kathleen Shepphird

5

EXHIBIT 21.1 SUBSIDIARIES OF CHANGE TECHNOLOGY PARTNERS, INC. 1. eHotHouse Inc., a Delaware corporation 2. Iguana Studios I, Inc., a Delaware corporation


				
DOCUMENT INFO
Shared By:
Stats:
views:5
posted:12/25/2009
language:English
pages:20