UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (date of earliest event reported): January 31, 2008
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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0-21419
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23-2753988
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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4400 Biscayne Boulevard
Suite 950
Miami, Florida 33137
(Address of principal executive office)
Registrant’s telephone number, including area code:
(305) 573-4112
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
On December 19, 2007, clickNsettle.com, Inc. (the “Company”) entered into a Stock Purchase
Agreement (the “Agreement”) with the purchasers identified on Exhibit A thereto (the “Purchasers”).
Pursuant to the Agreement, the Company will, subject to stockholder approval, implement a
one-for-ten reverse stock split, increase its authorized capital stock to 800 million shares of
capital stock, consisting of 750 million shares of common stock, $0.001 par value, of the Company
and 50 million shares of preferred stock, $0.001 par value, of the Company, and sell to the
Purchasers an aggregate number of unregistered shares equal to 51% of the post-reverse split
outstanding shares of the common stock of the Company on a fully diluted basis (the “Shares”). The
purchase price for the sale of the Shares will be an amount equal to net cash and cash equivalents
of the Company on the Closing Date, after deducting any and all liabilities and costs existing as
of the Closing Date, including costs and expenses of this transaction. The Company expects that the
Closing Date will occur during the first quarter of 2008.
On January 31, 2008, the Company and the Purchasers entered into a First Amendment to the
Agreement (the “Amendment”) that extended the date by which the Company must obtain stockholder
approval of certain proposals contained in the Agreement from December 31, 2007 to January 31,
2008.
The descriptions of the Agreement and the Amendment in this report are summaries
that do not purport to be complete and are qualified in their entirety by reference to the
Agreement and the Amendment which are filed as exhibits hereto and incorporated herein by this
reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 31, 2008, the Board of Directors (the “Board”) of the Company, in accordance with
the Delaware General Corporation Law, unanimously adopted the Amended and Restated Bylaws of the
Company. The Amended and Restated Bylaws became effective immediately upon their adoption by the
Board. A description of the changes to the Bylaws is provided below.
The Board amended and restated in its entirety the title of the Company’s Bylaws to read
“Amended and Restated Bylaws of clickNsettle.com, Inc.” Previously, the title of the Company’s
Bylaws read “By-laws of NAM Corporation.”
Additionally, the Board amended and restated the provision of Article I, Section 6 of the
Bylaws that required that any corporate action other than the election of Directors be authorized
by a majority of the votes cast at a meeting of stockholders, in order to conform with Article II,
Section 1 of the Bylaws, which states that the business, property, and affairs of the Company will
be managed by or under the direction of the Board.
The Board amended and restated Article II, Section 1 of the Bylaws so that the number of
Directors of the Company shall be fixed from time to time by resolution of the Board. Previously,
the number of Directors was fixed at six Directors, provided, however, that the Board, by
resolution adopted by a vote of a majority of the then authorized number of Directors, was
authorized to increase or decrease the number of Directors.
Lastly, the Board amended and restated Sections 1, 2 and 7 of Article IV of the Bylaws to
permit the Company to issue both certificated and uncertificated shares of stock.
The description of the changes to the Bylaws in this report is a summary that does not purport
to be complete and is qualified in its entirety by reference to the Bylaws which are filed as an
exhibit hereto and incorporated herein by this reference.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are furnished herewith:
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Exhibit No.
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Description
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3.1
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Amended and Restated Bylaws of clickNsettle.com, Inc.
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10.1
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Stock Purchase Agreement dated December 19, 2007 (incorporated
herein by reference to Exhibit 10.1 to the Current Report on Form
8-K filed by the Company on December 21, 2007).
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10.2
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First Amendment to Stock Purchase Agreement dated
January 31, 2008.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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clickNsettle.com, Inc.
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Date: February 1, 2008
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By:
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/s/ Glenn L. Halpryn
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Name:
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Glenn L. Halpryn
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Title:
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Chief Executive Officer and
President
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Exhibit 3.1
AMENDED AND RESTATED
BY-LAWS
OF
CLICKNSETTLE.COM, INC.
ARTICLE I
Stockholders
SECTION 1. Annual Meeting. The annual meeting of the stockholders of the Corporation shall be
held on such date, at such time and at such place within or without the State of Delaware as may be
designated by the Board of Directors, for the purpose of electing Directors and for the transaction
of such other business as may be properly brought before the meeting.
SECTION 2. Special Meetings. Special meetings of the stockholders for any purpose or purposes
may be held at any time upon the call of the Chairman of the Board of Directors, the Chief
Executive Officer (“CEO”), the President or a majority of the Board of Directors on such date, at
such time and at such place within or without the State of Delaware as stated in the notice. A
special meeting of stockholders shall be called by the CEO, the President or the Secretary upon the
written request, stating time, place, and the purpose or purposes of the meeting, of stockholders
who together own of record a majority of the outstanding stock of all classes entitled to vote at
such meeting.
SECTION 3. Notice of Meetings. Except as otherwise provided in these By-Laws or by law, a
written notice of each meeting of the stockholders shall be given not less than ten (10) nor more
than sixty (60) calendar days before the date of the meeting to each stockholder of the Corporation
entitled to vote at such meeting at such stockholder’s address as it appears on the records of the
Corporation. The notice shall state the place, date and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called.
SECTION 4. Adjourned Meetings. When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken. At the adjourned meeting the stockholders, or the
holders of any class of stock entitled to vote separately as a class, as the case may be, may
transact any business which might have been transacted by them at the original meeting. If the
adjournment is for more than thirty (30) calendar days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the adjourned meeting.
SECTION 5. Organization. The Chairman of the Board of Directors shall act as chairman of all
meetings of the stockholders. In the absence of the Chairman of the Board of Directors, any
director or officer designated by the Board of Directors or, in the absence of any such
designation, any person designated by the holders of a majority in number of the shares of
stock of the Corporation present in person or represented by proxy and entitled to vote at such
meeting shall act as chairman of the meeting.
The Secretary of the Corporation shall act as secretary of all meetings of the stockholders,
but, in the absence of the Secretary, the chairman of the meeting may appoint any person to act as
secretary of the meeting. It shall be the duty of the Secretary to prepare and make, at least ten
(10) calendar days before every meeting of stockholders, a complete list of stockholders entitled
to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder
and the number of shares registered in the name of each stockholder. Such list shall be open,
either at a place within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the meeting is to be
held, for the ten (10) calendar days preceding the meeting, to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, and shall be produced and
kept at the time and place of the meeting during the whole time thereof and subject to the
inspection of any stockholder who may be present.
SECTION 6. Voting. Except as otherwise provided in the Certificate of Incorporation or by law,
each stockholder shall be entitled to one vote for each share of the capital stock of the
Corporation registered in the name of such stockholder upon the books of the Corporation. Each
stockholder entitled to vote at a meeting of stockholders may authorize another person or persons
to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three
(3) years from its date, unless the proxy provides for a longer period. When directed by the
presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting
of stockholders shall be by ballot. Except as otherwise provided by law or by the Certificate of
Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of
stockholders by the stockholders entitled to vote in the election.
Shares of the capital stock of the Corporation belonging to the Corporation shall neither be
entitled to vote nor be counted for quorum purposes.
SECTION 7. Procedure. At each meeting of stockholders, the chairman of the meeting shall
determine the order of business and all other matters of procedure. Except to the extent
inconsistent with any such rules and regulations as adopted by the Board of Directors, the chairman
of the meeting may establish rules, which need not be in writing, to maintain order and safety and
for the proper conduct of the meeting. Without limiting the foregoing, he or she may:
(a) restrict attendance at any time to bona fide stockholders of record and their proxies and
other persons in attendance;
(b) restrict dissemination of solicitation materials and use of audio or visual recording
devices at the meeting;
(c) establish seating arrangements;
(d) adjourn the meeting without a vote of the stockholders, whether or not there is a quorum
present; and
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(e) make rules governing speeches and debate including time limits and access to microphones.
The chairman of the meeting acts in his or her absolute discretion and his or her rulings are not
subject to appeal.
SECTION 8. Inspectors. The Board of Directors by resolution shall, in advance of any meeting
of stockholders, appoint one or more inspectors, which inspector or inspectors may include
individuals who serve the Corporation in other capacities, including, without limitation, as
officers, employees, agents or representatives of the Corporation, to act at the meeting and make a
written report thereof. One or more persons may be designated by the Board as alternate inspectors
to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting
of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the
meeting. Each inspector, before discharging his or her duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and according to the best of
his or her ability. The inspectors shall have the duties prescribed by the General Corporation Law
of the State of Delaware.
SECTION 9. Action by Consent in Lieu of a Meeting. Unless otherwise provided in the
certificate of incorporation, any action required to be taken at any annual or special meeting of
stockholders of the corporation, or any action which may be taken at any annual or special meeting
of stockholders of such stockholders, may be taken without a meeting, without prior written notice
and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by
the holders of outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who have not consented in
writing.
ARTICLE II
Board of Directors
SECTION 1. Number of Directors, Term of Office, Place of Meetings. The business, property, and
affairs of the Corporation shall be managed by or under the direction of a Board of Directors. The
number of Directors of the Company shall be fixed from time to time by resolution of the Board of
Directors. The directors shall be elected by the holders of shares entitled to vote thereon at an
annual meeting of stockholders, and each shall serve (subject to the provisions of Sections 10, 11,
and 12 of this Article) until the next succeeding annual meeting of stockholders and until a
respective successor has been elected and qualified. The Board of Directors may hold its meetings
in such place or places within or without the State of Delaware as the Board of Directors from time
to time shall determine.
SECTION 2. Regular Meetings. Regular meetings of the Board of Directors may be held without
notice at such times and places as the Board from time to time by resolution shall determine.
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SECTION 3. Special Meetings. Special meetings of the Board of Directors shall be held whenever
called by direction of the Chairman of the Board or by a majority of the Directors then in office.
Notice of the day, hour and place of holding of each special meeting shall be given (i) by
mailing the same at least five (5) calendar days before the meeting or (ii) by causing the same to
be transmitted by telecopier, telegraph, cable, overnight courier, or personal service (A) at least
twenty-four (24) hours before the meeting or (B) in the case of a meeting held in accordance with
Section 7 of this Article II, at least six (6) hours before the meeting, in each case to each
Director. Unless otherwise indicated in the notice thereof, any and all business may be transacted
at any special meeting without specification of such business in the notice.
SECTION 4. Quorum. A majority of the members of the Board of Directors in office shall
constitute a quorum for the transaction of business, and, except as otherwise provided in the
Certificate of Incorporation, the vote of the majority of the Directors at any meeting of the Board
of Directors at which a quorum is present shall be the act of the Board of Directors. If at any
meeting of the Board there is less than a quorum present, a majority of those present may adjourn
the meeting from time to time.
SECTION 5. Organization. The Chairman of the Board shall be elected by a majority of the Board
of Directors and shall serve until removed from such position by a majority of the Board of
Directors. The Chairman of the Board shall preside at all meetings of the Board of Directors. In
the absence of the Chairman, any person selected by a majority of the Board of Directors shall act
as chairman of the meeting. The Secretary of the Corporation shall act as secretary of all meetings
of the Directors, but, in the absence of the Secretary, the chairman of the meeting may appoint any
person to act as secretary of the meeting.
SECTION 6. Committees. The Board of Directors may, by resolution passed by a majority of the
whole Board, designate one or more committees, each committee to consist of one or more of the
directors of the Corporation. The Board may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business, property, and affairs of
the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which
may require it; but no such committee shall have power or authority in reference to: (i) approving
or adopting, or recommending to the stockholders, any action or matter expressly required by the
General Corporation Law of Delaware to be submitted to stockholders for approval or (ii) adopting,
amending or repealing any by-law of the corporation. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by the Board of
Directors. Each committee which may be established by the Board of Directors pursuant to these
By-Laws may fix its own rules and procedures. Notice of meetings of committees, other than of
regular
meetings provided for by the rules, shall be given to committee members. All action taken by
committees shall be recorded in minutes of the meetings.
Page 4
SECTION 7. Conference Telephone Meetings. Unless otherwise restricted by the Certificate of
Incorporation or by these By-Laws, the members of the Board of Directors or any committee
designated by the Board of Directors may participate in a meeting of the Board of Directors or such
committee, as the case may be, by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other, and such
participation shall constitute presence in person at such meeting.
SECTION 8. Consent of Directors or Committee in Lieu of Meeting. Unless otherwise restricted
by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be
taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a
meeting if all members of the Board of Directors or committee, as the case may be, consent thereto
in writing and the writing or writings are filed with the minutes of proceedings of the Board of
Directors or committee, as the case may be.
SECTION
9. Compensation. For their services as Directors or as members of committees, every
Director shall receive such compensation, attendance fees and other allowances as determined by
resolution of the Board of Directors.
SECTION 10. Resignations. Any director of the Corporation, or any member of any committee, may
resign at any time by giving written notice to the Board of Directors, the CEO, the President, or
the Secretary of the Corporation. Any such resignation shall take effect at the time specified
therein or, if the time be not specified therein, then upon receipt thereof. The acceptance of such
resignation shall not be necessary to make it effective.
SECTION 11. Removals. Any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of the shares entitled at the time to vote at an
election of directors. In addition, any Director may be removed, with or without cause, by a vote
of the majority of the Board of Directors.
SECTION 12. Vacancies. Any vacancy on the Board of Directors through death, resignation,
removal, disqualification, or other cause, and any additional directorship resulting from increase
in the number of directors, may be filled at any time by a majority of the directors then in office
(even though less than a quorum remains) or by the stockholders, and, subject to the provisions of
this Article II, the person so chosen shall hold office until his successor shall have been elected
and qualified or for the unexpired term of his predecessor.
ARTICLE III
Officers
SECTION 1. Officers. The officers of the Corporation shall be a CEO, President, one or more
Vice Presidents, a Chief Financial Officer (“CFO”), a Secretary, and a Treasurer, and such
additional officers, if any, as shall be elected by the Board of Directors pursuant to the
provisions of Section 2 of this Article III. The CEO, the President, one or more Vice Presidents,
the CFO, the Secretary and the Treasurer shall be elected by the Board of Directors at its first
meeting after
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each annual meeting of the stockholders unless otherwise provided by contract or by the
majority of the Board of Directors. The failure to hold such election shall not of itself terminate
the term of office of any officer. All officers shall hold office at the pleasure of the Board of
Directors. Any number of offices may be held by the same person. Officers may, but need not, be
Directors.
All officers shall be subject to removal, with or without cause, at any time by a vote of not
less than a majority of the entire Board of Directors or by unanimous written consent of the Board
of Directors. The removal of an officer without cause shall be without prejudice to his or her
contract rights, if any. The election or appointment of an officer shall not of itself create
contract rights. Any vacancy caused by the death of any officer, his or her resignation, his or her
removal, or otherwise, may be filled by a majority of the Board of Directors, and any officer so
elected shall hold office at the pleasure of the Board of Directors for the unexpired term of his
predecessor (unless such term is determined by contract).
The officers shall have such authority and shall perform such duties as from time to time may
be determined by the Board of Directors, or the CEO or as shall be confirmed or required by law or
these By-Laws or as shall be incidental to the office.
SECTION 2. Additional Officers. The Board of Directors may from time to time elect such other
officers (who may but need not be Directors), including Assistant Treasurers and Assistant
Secretaries, as the Board may deem advisable, and such officers shall have such authority and shall
perform such duties as may from time to time be assigned to them by the Board of Directors or the
CEO or as shall be conferred or required by law or these By-Laws or as shall be incidental to the
office.
ARTICLE IV
Stock, Seal and Fiscal Year
SECTION 1. Certificates. The shares of stock the Corporation shall be represented by
certificates, each of which shall represent and certify the number and class (and series, if
appropriate) of shares of stock represented by such certificate in the Corporation;
provided
, that the Board of Directors may adopt a resolution permitting shares to be
uncertificated. Any such resolution shall not apply to shares represented by a certificate until
such certificate is surrendered to the corporation. Except as otherwise expressly provided by law,
the rights and obligations of the holders of uncertificated stock and the rights and obligations of
the holders of certificates representing stock of the same class and series shall be identical.
Every holder of stock represented by certificates shall be entitled to have a certificate signed in
the name of the Corporation by the Chairman of the Board or the CEO or the President or a Vice
President, together with the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary. Any or all of the signatures on any certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect as if such person
were such officer, transfer agent or registrar at the date of issue.
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SECTION 2. Transfer of Shares and Regulations. Shares of stock of the Corporation shall be
transferred on the books of the Corporation (i) in the case of certificated shares, by the record
holder thereof, in person or by such holder’s attorney duly authorized in writing, upon surrender
and cancellation of certificates for the number of shares of stock to be transferred, except as
otherwise required by law or (ii) in the case of uncertificated shares, upon receipt of proper
transfer instructions from the registered holder thereof or by such person’s duly authorized
attorney lawfully constituted in writing, and upon payment of all necessary taxes and compliance
with appropriate procedures for transferring shares of stock in uncertificated form;
provided
,
however
, that such surrender and endorsement, compliance or payment of
taxes shall not be required in any case in which the Corporation shall determine to waive such
requirement. With respect to certificated shares of stock, every certificate exchanged, returned
or surrendered to the Corporation shall be marked “Cancelled,” with the date of cancellation, by
the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. No transfer
of stock shall be valid as against the Corporation for any purpose until it shall have been entered
in the stock records of the Corporation by an entry showing from and to whom transferred.
The Board of Directors, the CEO, the President or the Secretary shall have power and authority
to make such rules and regulations as it or such officer may deem expedient concerning the issue,
transfer, registration, cancellation or replacement of certificates for shares of stock of the
Corporation.
SECTION 3. Record Date. In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment thereof (or to express
consent to corporate action in writing in lieu of a meeting), or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any other lawful
action, as the case may be, the Board of Directors may fix, in advance, a record date, which,
unless otherwise provided by law, shall not be more than sixty (60) calendar days nor less than ten
(10) calendar days before the date of such meeting, nor more than sixty (60) calendar days prior to
any other action.
If no record date is fixed, the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on the day next preceding
the day on which notice is given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held, and the record date for determining stockholders
for any other purpose shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
SECTION 4. Dividends. Subject to the provisions of the Certificate of Incorporation, the Board
of Directors shall have the power to declare and pay dividends upon shares of stock of the
Corporation, but only out of funds available for the payment of dividends as provided by law.
Page 7
Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the
stock of the Corporation shall be payable on such date or dates as the Board of Directors shall
determine. If the date fixed for the payment of any dividend shall in any year fall upon a
legal holiday, then the dividend payable on such date shall be paid on the next day not a legal
holiday.
SECTION 5. Corporate Seal. The Corporation shall have a suitable seal, containing the name of
the Corporation. The Secretary shall have custody of the seal, but he or she may authorize others
to keep and use a duplicate seal.
SECTION 6. Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the
Board of Directors from time to time by resolution shall determine.
SECTION 7. Lost Certificates. The Board of Directors or any transfer agent of the Corporation
may direct a new certificate, certificates, or uncertificated shares representing stock of the
Corporation to be issued in place of any certificate or certificates theretofore issued by the
Corporation, alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of
that fact by the person claiming the certificate to be lost, stolen, or destroyed. When authorizing
such issue of a new certificate or certificates, the Board of Directors (or any transfer agent of
the Corporation authorized to do so by a resolution of the Board of Directors) may, in its
discretion and as a condition precedent to the issuance thereof, require the owner of such lost,
stolen, or destroyed certificate or certificates, or his legal representative, to give the
Corporation a bond in such sum as the Board of Directors (or any transfer agent so authorized)
shall direct to indemnify the Corporation against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed or the
issuance of such new certificates or uncertificated shares, and such requirement may be general or
confined to specific instances.
ARTICLE V
Miscellaneous Provisions
SECTION 1. Waivers of Notice. Whenever any notice whatever is required to be given by law, by
the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in
writing, signed by the person or persons entitled to the notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a meeting for the
express purpose of objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened.
SECTION 2. Stock of Other Corporations or Other Interests. Unless otherwise ordered by the
Board of Directors, the CEO, the President, the Secretary, and such attorneys or agents of the
Corporation as may be from time to time authorized by the Board of Directors or the CEO, shall have
full power and authority on behalf of this Corporation to attend and to act and vote in person or
by proxy at any meeting of the holders of securities of any corporation or other entity in which
this Corporation may own or hold shares or other securities, and at such meetings shall possess and
may exercise all the rights and powers incident to the ownership of such shares or other securities
which this Corporation, as the owner or holder thereof, might have possessed and exercised if
present. The CEO, the President, the Secretary, or such attorneys or agents, may also execute and
deliver on behalf of this Corporation powers of attorney, proxies, consents, waivers, and other
instruments relating to the shares or securities owned or held by this Corporation.
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ARTICLE VI
Amendments
SECTION 1. Amendments. The holders of shares entitled at the time to vote for the election of
directors shall have power to adopt, amend, or repeal the By-Laws of the Corporation by vote of not
less than a majority of such shares, and except as otherwise provided by law, the Board of
Directors shall have power equal in all respects to that of the stockholders to adopt, amend, or
repeal the By-Laws by vote of not less than a majority of the entire Board. However, any By-Law
adopted by the Board may be amended or repealed by vote of the holders of a majority of the shares
entitled at the time to vote for the election of directors. Such power to adopt, amend or repeal
the By-Laws conferred upon the Board of Directors shall not divest or limit the power of the
stockholders to adopt, amend and repeal the By-Laws.
Page 9
SIGNATURE PAGE
TO
AMENDED AND RESTATED
BY-LAWS
OF
CLICKNSETTLE.COM, INC.
Dated: January 31, 2008
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/s/ Noah M. Silver
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Noah M. Silver, Secretary
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Page 10
Exhibit 10.2
FIRST AMENDMENT
TO
STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “
Amendment
”), dated as of
January 31, 2008, is made by and between clickNsettle.com, Inc., a Delaware corporation (the
“
Company
”), and the Investors listed on
Exhibit A
hereto (each, an
“
Investor
” and collectively, the “
Investors
”).
RECITALS
A. The Company and the Investors (collectively the “Parties”) entered into that certain Stock
Purchase Agreement dated as of December 19, 2007 (the “Agreement”).
B. The Parties desire to amend the Agreement, in the manner and on the terms and conditions
hereinafter set forth.
C. Capitalized terms that are not defined in this Amendment have the meanings ascribed to them
in the Agreement. Except as explicitly amended and set forth in this Amendment, all other terms and
provisions of the Agreement remain applicable, operative and unchanged.
AGREEMENTS
NOW, THEREFORE, in consideration of these premises, the mutual covenants and agreements herein
contained and for other good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the Company and the Investors hereby agree as follows:
ARTICLE 1 — AMENDMENTS
1.1
Section 7.1(b)(iii)
of the Agreement shall be amended by the deletion of the
reference therein to “December 31, 2007” and the insertion in lieu thereof of “January 31, 2008.”
ARTICLE 2 — MISCELLANEOUS
2.1
Waivers and Amendments
. The Agreement and this Amendment may be further amended
or modified in whole or in part only by a writing which makes reference to the Agreement and this
Amendment executed by the Investors and the Company. The obligations of any party hereunder may be
waived (either generally or in a particular instance and either retroactively or prospectively)
only with the written consent of the party claimed to have given the waiver; provided, however,
that any waiver by any party of any violation of, breach of, or default under any provision of this
Amendment or any other agreement provided for herein shall not be construed as, or constitute, a
continuing waiver of such provision, or waiver of any other violation of, breach of or default
under any other provision of this Amendment or any other agreement provided for herein.
2.2
Entire Agreement
. The Agreement (together with the Schedules and the Exhibits
thereto) and the other agreements and instruments expressly provided for herein, together with this
Amendment (together with the Exhibits hereto), set forth the entire understanding of the parties
hereto and supersede in their entirety all prior contracts, agreements, arrangements,
communications, discussions,
representations, and warranties, whether oral or written, among the parties with respect to
the subject matter hereof.
2.3
Governing Law
. The Agreement and this Amendment shall in all respects be governed
by and construed in accordance with the internal substantive laws of the State of Delaware without
giving effect to the principles of conflicts of law thereof.
2.4
Public Announcements
. The parties shall consult with each other before issuing,
and provide each other a reasonable opportunity to review and comment upon, any press release or
public statement with respect to the Agreement and this Amendment and the transactions contemplated
thereby and, except as may be required by applicable law, will not issue any such press release or
make any such public statement prior to such consultation.
2.5
Counterparts; Facsimile Signatures
. This Amendment may be executed in any number
of counterparts, each of which shall be deemed to be an original, and all of which together will
constitute one and the same instrument. Any facsimile copy of this Amendment will be deemed an
original for all purposes.
2.6
Successors and Assigns
. This Amendment shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and permitted assigns, except
that the Company may not assign or transfer its rights hereunder without the prior written consent
of the Investors.
2.7
Third Parties
. Nothing expressed or implied in the Agreement or this Amendment is
intended, or shall be construed, to confer upon or give any Person other than the parties hereto
and their successors and assigns any rights or remedies under or by reason of the Agreement or this
Amendment.
2.8
Schedules
.
Exhibit A
attached to this Amendment is incorporated herein
and shall be part of this Amendment for all purposes.
2.9
Headings
. The headings in this Amendment are solely for convenience of reference
and shall not be given any effect in the construction or interpretation of this Amendment.
2.10
Interpretation
. Whenever the context may require, any pronoun used herein shall
include the corresponding masculine, feminine or neuter forms, and the singular form of nouns,
pronouns and verbs shall include the plural and vice versa.
[Signature Page Follows]
SIGNATURE PAGES TO
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
BY AND AMONG
CLICKNSETTLE.COM, INC. AND THE INVESTORS
IN WITNESS WHEREOF, the Company and each of the Investors have executed this Agreement as of
the date first above written.
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THE COMPANY:
clickNsettle.com, Inc.,
a Delaware corporation
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By:
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/s/ Glenn L. Halpryn
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Name:
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Glenn L. Halpryn
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Title:
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Chairman and President
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THE INVESTORS:
Frost Gamma Investments Trust
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By:
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/s/ Phillip Frost
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/s/ Dr. Jane Hsiao
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Dr. Jane Hsiao
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/s/ Steven D. Rubin
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Steven D. Rubin
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/s/ Subbarao Uppaluri
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Subbarao Uppaluri
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EXHIBIT A
SCHEDULE OF INVESTORS
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Name, Address and
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Percentage of
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State of Residence
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Shares Purchased
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Frost Gamma Investments Trust
4400 Biscayne Boulevard
Suite 1500
Miami, Florida 33137
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80
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%
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Dr. Jane Hsiao
4400 Biscayne Boulevard
Suite 1500
Miami, Florida 33137
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18
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%
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Steven D. Rubin
4400 Biscayne Boulevard
Suite 1500
Miami, Florida 33137
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1
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%
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Subbarao Uppaluri
4400 Biscayne Boulevard
Suite 1500
Miami, Florida 33137
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1
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%
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A-1