EXHIBIT 10.1
Agreement
Made on March 30, 1999
By and Between:
PCS Precise Connectivity Solutions Ltd. ("Precise")
Of the first part;
and,
Talma Nueva S.A. ("Talma")
Of the second part;
and,
Template Software, Inc. ("Template")
Of the third part;
Whereas the parties hereto, or part of whom, have entered into the following
agreements:
. Convertible Note Purchase Agreement dated March 25, 1998 by and between
Precise and Template (the "Convertible Note Agreement" ).
. Right of First Refusal Agreement dated March 30, 1998 by and between Precise
and Template (the "RFR Agreement").
. Option to Purchase Shares in the form of a letter by and between Talma and
Precise dated March __, 1998 ( the "Option Letter" ).
Whereas: Each of the parties to the Convertible Note Agreement has the right,
after March 30, 1999, to convert the principal amount of the Note, as
defined in the Convertible Note Agreement, and all accrued interest
thereon into shares of Precise, as more fully specified by the
provisions of the Convertible Note Agreement, and
Whereas: As of March 30, 1999, the principal amount of the Note, as defined in
the Convertible Note Agreement, and all accrued interest thereon as
of March 30, 1999 equals U.S. $ 537,500 (the "Debt" ) and
Whereas: In contemplation of a proposed agreement with a third party by Precise
and/or Talma, the parties have agreed as follows:
1. Template and Precise acknowledge that all amounts of the Debt outstanding
(including accrued interest) are due and payable on March 30, 1999.
Notwithstanding that such amounts are due and payable on such date,
Template has agreed that Precise and/or Talma may repay the Debt
in full in the following manner: (i) U.S. $100,000 of the principal amount
of the Debt, payable no later than April 30, 1999 (the "First
Installment"), and (ii) all remaining principal and accrued interest of
the Debt (in the aggregate amount of U.S. $ 437,500) no later than May 30,
1999 (the "Second Installment"). Such amounts shall be paid via wire
transfer to a bank account to be specified by Template prior to such
payment. The parties acknowledge that Template shall pay the $120,000
purchase price under that certain Software Sales Agreement, dated the same
date as this Agreement, between Template, Talma and Precise, by setoff
against the Second Installment of such Debt. Should Precise and/or Talma
make payment of the First Installment in full to Template by April 30,
1999, then, and only then, the following provisions shall apply:
1.1 Template shall have no rights whatsoever under any of the following:
the Convertible Note Agreement, the Note, the RFR Agreement and the Option
Letter and/or in relation to any and/or all of the above
agreements/documents; provided, that if Precise and/or Talma do not make
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payment of the Second Installment in full to Template by May 30, 1999,
then Template shall continue to have all such rights after such date,
subject to modification of its right to convert the Debt into shares of
Precise Preferred Stock equal to that percentage of the fully diluted
issued and outstanding capital stock of Precise which equals the product
of (i) 8% multiplied by (ii) a fraction, the numerator of which is the
amount of the Second Installment and the denominator of which is the total
amount of the Debt outstanding as of March 30, 1999.
1.2 Without derogating from the generality of the aforesaid, subject to the
proviso contained in Section 1.1, no moneys will be owed to Template by
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either of Precise and/or Talma, Template shall have no rights whatsoever
in relation to shares and/or any other securities of Precise and/or of
Talma and/or the purchase of same, and Template shall have no rights of
conversion or rights of first refusal.
2. Upon the payment of the Debt to Template in full under the terms and
conditions provided in Section 1 above, Template shall return the Note to
Precise. Without derogating from Template's obligation to return the Note,
it is agreed that even if the Note is not returned to Precise upon payment
of the Debt to Template in full under the terms and conditions provided in
Section 1 above, the Note shall be null and void and of no effect.
3. Should Precise and/or Talma not pay the First Installment in full to
Template by April 30, 1999, then the provisions of this Agreement
(excluding this Section 3) shall be null and void and of no effect
(provided that Precise and/or Talma shall not be deemed to have been in
default under the Note as of March 30, 1999. .
In witness hereof, each of the parties has executed or caused this Agreement to
be duly executed on its behalf by its duly authorized officer/s, all as of the
day and year first above written.
PCS Precise Connectivity Solutions Ltd.
/s/ ▇▇▇▇▇ ▇▇▇▇▇
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Talma Nueva S.A
/s/ [Illegible]
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Template Software, Inc.
/s/ E. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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