EXHIBIT 10.24
Westhurst
December 1, 2000
Mr. Richard A. Parlontieri
Emissions Testing, Inc.
400 Colony Park
Building 104, Suite 600
Cumming, Georgia 30041
Re: Letter Agreement Regarding 310,000 Shares of the Common Stock of
Emissions Testing, Inc., a Georgia Corporation (the "Company"),
Owned of Record by Westhurst, Ltd. ("Westhurst")
Dear Mr. Parlontieri:
As you know, Westhurst is the owner of record of 310,000 shares of the
common stock, no par value per share, of the Company.
The Company has filed a registration statement on Form S-1 (the
"Registration Statement") with the Securities and Exchange Commission (the
"SEC") for the registration of certain shares of the Company's common stock
("Common Stock"), in a public offering (the "Offering") under the Securities Act
of 1933, as amended (the "Act"). Among the shares of Common Stock to be
registered in the Offering are 100,000 shares of Common Stock owned of record by
Westhurst ( the "Registered Shares"). The balance of the shares of Common Stock
owned by Westhurst, I.E., 210,000 shares, will not be registered with the SEC by
the Company in the Offering (the "Restricted Shares").
Inasmuch as Westhurst wishes to induce the Company to continue its efforts
in connection with the Offering, Westhurst hereby agrees with, and represents
to, the Company that Westhurst will not, directly or indirectly, sell, offer to
sell, grant an option for the sale of, assign, transfer, pledge, hypothecate or
otherwise encumber or dispose of in any manner, any of the Registered Shares (or
any interest therein) or any of the Restricted Shares (or any interest therein),
INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULE 144 OR RULE 144A UNDER THE ACT,
from and after the date hereof except as follows: The Company agrees that
Westhurst shall have the right to sell, offer to sell, grant an option for the
sale of, assign, transfer, pledge, hypothecate or otherwise encumber and/or
dispose of in any manner, all or any part of the Registered Shares and all or
any part of the Restricted Shares at any time after the earlier of (I) 12:01 AM
(Atlanta, Georgia time) on October 1, 2001, or (II) the date and time that the
Company has reduced to
Emissions Testing, Inc.
December 1, 2000
Page 2
$250,000 or below the outstanding aggregate principal amount of the Company's
indebtedness to GCA Strategic Investment Fund Limited, a Bermuda corporation
("GCA") (or its assignees) under the convertible debentures issued and sold
(before or after the date hereof) by the Company pursuant to the terms of that
certain Securities Purchase Agreement dated effective as of June 1, 2000 between
the Company and GCA, as the same may be amended from time to time.
Westhurst agrees and understands that:
(a) Any sale or other transaction involving all or any part of
Registered Shares and all or any part of the Restricted Shares
are, and shall hereafter remain, subject to all applicable
federal and state securities laws and regulations.
(b) The Company may place a legend reflecting this letter and terms
hereof on any certificate evidencing all or any part of the
shares described herein, and may give written notice of this
letter, and the terms hereof, to the Company's transfer agent;
(c) This letter, and the terms hereof, shall be binding upon
Westhurst and the successors and assigns of Westhurst; and
(d) The Company is relying upon the agreements and representations of
Westhurst set forth in this letter in filing the Registration
Statement and amendments thereto and in consummating the
Offering.
The Company agrees that, upon the occurrence of the event described in
clause (II) above, the Company shall give prompt written notice thereof to
Westhurst at the last known address then available to the Company.
The parties hereto agree that this Letter Agreement shall not be amended,
modified or terminated without the prior written consent of GCA, which consent
may be granted or denied in the sole discretion of GCA.
Emissions Testing, Inc.
December 1, 2000
Page 3
If the foregoing meets with your understanding of our agreement, please
so signify by signing and returning this Letter Agreement to us.
Very truly yours,
WESTHURST, LTD.
By: /s/ G. Mundy
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Name: G. Mundy
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Position: Director
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Agreed to and accepted as of the
day and year first above written.
EMISSIONS TESTING, INC.
By: /s/ Rich Parlontieri
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Name: Rich Parlontieri
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Position: President/CEO
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