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CONVERSION AGREEMENT
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CONVERSION AGREEMENT
THIS CONVERSION AGREEMENT is made and entered into this 7th day of
October, 1997 by and between Workforce Systems Corp., a Florida corporation
("Workforce"), Federal Supply, Inc., a Florida corporation ("Federal") and
Xxxxxx X. Xxxxxxx and Xxxxxxx Xxxxxxx (collectively, "Xxxxxxx").
WHEREAS, Federal is a wholly-owned subsidiary of Workforce.
WHEREAS, Federal has delivered to Xxxxxxx that certain Promissory Note
dated May 29, 1997 in the principal amount of $1,079,024.31, a copy of which is
attached hereto as Exhibit A and incorporated herein by such reference (the
"Federal Note").
WHEREAS, Workforce is desirous of converting the Federal Note into shares
of its Series E Cumulative Non-Participating Preferred Stock and Xxxxxxx has
agreed to such conversion.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained in this Agreement, the parties hereto
agree as follows:
1. RECITALS. The foregoing recitals are true and correct.
2. CONVERSION. The entire principal and any and all accrued but unpaid
interest on the Federal Note is hereby converted into 115,000 shares of
Workforce's Series E Cumulative Non-Participating Preferred Stock, the
designations, rights and preferences of which are attached hereto as Exhibit B
and incorporated herein by such reference.
3. MISCELLANEOUS.
(a) Each of the parties hereto will bear its own legal fees and
other expenses in connection with the transactions contemplated by this
Agreement.
(b) If any term or provision of this Agreement or any exhibits
thereto or the application thereof to any person, property or circumstances
shall to any extent be invalid or unenforceable, the remainder of this Agreement
or the exhibits thereto or the application or such term or provision to person,
property or circumstances other than those as to which it is invalid and
unenforceable shall not be affected thereby, and each term and provision of this
Agreement or the exhibits thereto shall be valid and enforced to the fullest
extent permitted by law.
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(c) Any notices, requests or consents hereunder shall be deemed
given, and any instruments delivered, two days after they have been mailed by
first class mail, postage prepaid, or upon receipt if delivered personally or by
facsimile transmission, as follows:
If to Workforce
and Federal: 0000 Xxxxxx Xxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Attention: President
With a copy to: Atlas, Xxxxxxxx, Trop & Borkson, P.A.
000 Xxxx Xxx Xxxx Xxxxxxxxx
Xxxxx 0000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx, Esq.
If to Xxxxxxx: 0000 XX 00 Xxxx
Xxxx Xxxxx, Xxxxxxx 00000
except that any of the foregoing may from time to time by written notice to the
other designate another address which shall thereupon become its effective
address for the purposes of this paragraph.
(d) This Agreement, including the exhibits and documents referred
to herein which are a part hereof, contain the entire understanding of the
parties hereto with respect to the subject matter and may be amended only by a
written instrument executed by the parties hereto or their successors or
assigns. Any paragraph headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
(e) This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
(f) This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors but shall not inure to
the benefit of anyone other than the parties signing this Agreement and their
respective successors.
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(g) This Agreement shall be governed by the laws of the State of
Florida.
(h) The parties have either (i) been represented by independent
legal counsel in connection with the negotiations and execution of this
Agreement, or (ii) each has had the opportunity to obtain independent legal
counsel, has been advised that it is in their best interests to do so and by
execution of this Agreement has waive the right.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
Workforce Systems Corp.
By: /s/ C. Xxxxxxxx Xxxxxxxx
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C. Xxxxxxxx Xxxxxxxx,
Director
Federal Supply, Inc.
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx,
Its:
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/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
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