1
EXHIBIT 10.22
DEBT RESTRUCTURING AGREEMENT
This Debt Restructuring Agreement dated as of the ______ day of
October 1999 between XxxxXxxxxx.xxx, Inc. (the "Company") and Xxxxx Xxxx
(the "Investor"):
WHEREAS on or about December 11, 1998 certain Investors participated in
a Note Offering with the Company, as amended on April 13, 1999, relating to an
investment by such Investors in an amount equal to $725,000 (the "December Note
Offering"); and
WHEREAS on July 23, 1999, certain other Investors invested an aggregate
$125,000 of principal amount pursuant to delivery of certain Promissory Notes;
and
WHEREAS the Company and Investors are desirous of restructuring various
transactions among them and converting all outstanding debt to equity;
Annexed hereto as Schedule A is a Common Stock Purchase Agreement.
NOW THEREFORE, for the mutual promises contained herein and other good
and valuable mutual consideration, receipt of which is hereby acknowledged, the
parties agree as follows:
1. The Company agrees to issue to Investor 288,152 shares of common
stock of the Company at $0.25 per share, the amount equal to the debt owed to
Investor, and Investor agrees to accept such common stock in lieu of $72,038.05
representing remaining payments on the outstanding debt to Investor.
2. Pursuant to the Common Stock Purchase Agreement on Schedule A
attached hereto, Investor is herein granted the right to purchase 288,152 shares
for a period of 45 days from the date hereof, the amount of shares equal to the
amount owed to Investor which has been herein converted at $0.25 per share.
3. The Investor, by acceptance hereof, hereby:
(i) acknowledges and understands that if Investor exercises his or her right to
purchase additional shares pursuant to the Common Stock Purchase Agreement or
transfers such right and an aggregate amount of $756,000 of rights are exercised
in a timely manner, the Investor may freely transfer his or her shares within a
one (1) year under Rule 144 of the Securities Act of 1933, as amended;
2
(ii) acknowledges and understands that the Investor may not transfer the shares
unless they are registered under the Act, or an exemption from registration is
available;
(iii) acknowledges that the certificates representing the shares will bear a
legend, and that the stock transfer books of the Company will be noted, to the
foregoing effect;
(iv) recognizes that the Company does not represent and has not represented that
it will register the shares under the Act or comply with any requirements for
exemption therefrom, nor does it contemplate any future registration under or
eligibility for exemption from registration under the Act. As a result, the
Investor acknowledges that the Investor is prepared to bear the economic risk of
investment in the shares for an indefinite period of time.
4. Absent any failure by the Company to deliver shares to the Investors
pursuant to this Debt Restructuring Agreement, this Agreement is executed in
full and final settlement of any and all outstanding debts owed to the Investors
listed on Schedule A.
5. The Investors, on behalf of himself or herself and his or her
successors, assigns, administrators and representatives (the "Releasers") hereby
releases, remises, acquits and discharges forever, irrevocably and
unconditionally the Company and its respective affiliates, successors and
assigns (the "Releases"), from, against and with respect to any and all claims
which any of the Releasers has, ever had or may hereafter against the Releases
arising on or prior to the date of this Debt Restructuring Agreement or on
account of any matter arising out of any matter, cause or event occurring on or
prior to the date of this agreement; provided, however, that nothing in this
Section 5 will operate to release any obligation of the Investors arising under
this Agreement.
6. This Agreement shall be executed in multiple counterparts, and by
facsimile signature, when applicable, and shall be delivered by via telecopier
or overnight courier to the Company on or before 5:00 p.m. Tuesday, October 12,
1999.
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7. Debt conversion will only be acknowledged upon the receipt of
subscription agreements totaling $600,000 to purchase common stock from the
Company. The closing of the conversion of the debt and the receipt of the
subscription agreements will occur on October 13, 1999.
COMPANY INVESTOR
/s/ XXXXX XXXX
------------------------------ -----------------------------------
XxxxXxxxxx.xxx, Inc. Xxxxx Xxxx
3
4
DEBT RESTRUCTURING AGREEMENT
This Debt Restructuring Agreement dated as of the ______ day of
October 1999 between XxxxXxxxxx.xxx, Inc. (the "Company") and Xxxxxxxx
Waldschutz (the "Investor"):
WHEREAS on or about December 11, 1998 certain Investors participated in
a Note Offering with the Company, as amended on April 13, 1999, relating to an
investment by such Investors in an amount equal to $725,000 (the "December Note
Offering"); and
WHEREAS on July 23, 1999, certain other Investors invested an aggregate
$125,000 of principal amount pursuant to delivery of certain Promissory Notes;
and
WHEREAS the Company and Investors are desirous of restructuring various
transactions among them and converting all outstanding debt to equity;
Annexed hereto as Schedule A is a Common Stock Purchase Agreement.
NOW THEREFORE, for the mutual promises contained herein and other good
and valuable mutual consideration, receipt of which is hereby acknowledged, the
parties agree as follows:
1. The Company agrees to issue to Investor 144,082 shares of common
stock of the Company at $0.25 per share, the amount equal to the debt owed to
Investor, and Investor agrees to accept such common stock in lieu of $36,020.49
representing remaining payments on the outstanding debt to Investor.
2. Pursuant to the Common Stock Purchase Agreement on Schedule A
attached hereto, Investor is herein granted the right to purchase 144,082 shares
for a period of 45 days from the date hereof, the amount of shares equal to the
amount owed to Investor which has been herein converted at $0.25 per share.
3. The Investor, by acceptance hereof, hereby:
(i) acknowledges and understands that if Investor exercises his or her right to
purchase additional shares pursuant to the Common Stock Purchase Agreement or
transfers such right and an aggregate amount of $756,000 of rights are exercised
in a timely manner, the Investor may freely transfer his or her shares within a
one (1) year under Rule 144 of the Securities Act of 1933, as amended;
5
(ii) acknowledges and understands that the Investor may not transfer the shares
unless they are registered under the Act, or an exemption from registration is
available;
(iii) acknowledges that the certificates representing the shares will bear a
legend, and that the stock transfer books of the Company will be noted, to the
foregoing effect;
(iv) recognizes that the Company does not represent and has not represented that
it will register the shares under the Act or comply with any requirements for
exemption therefrom, nor does it contemplate any future registration under or
eligibility for exemption from registration under the Act. As a result, the
Investor acknowledges that the Investor is prepared to bear the economic risk of
investment in the shares for an indefinite period of time.
4. Absent any failure by the Company to deliver shares to the Investors
pursuant to this Debt Restructuring Agreement, this Agreement is executed in
full and final settlement of any and all outstanding debts owed to the Investors
listed on Schedule A.
5. The Investors, on behalf of himself or herself and his or her
successors, assigns, administrators and representatives (the "Releasers") hereby
releases, remises, acquits and discharges forever, irrevocably and
unconditionally the Company and its respective affiliates, successors and
assigns (the "Releases"), from, against and with respect to any and all claims
which any of the Releasers has, ever had or may hereafter against the Releases
arising on or prior to the date of this Debt Restructuring Agreement or on
account of any matter arising out of any matter, cause or event occurring on or
prior to the date of this agreement; provided, however, that nothing in this
Section 5 will operate to release any obligation of the Investors arising under
this Agreement.
6. This Agreement shall be executed in multiple counterparts, and by
facsimile signature, when applicable, and shall be delivered by via telecopier
or overnight courier to the Company on or before 5:00 p.m. Tuesday, October 12,
1999.
2
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7. Debt conversion will only be acknowledged upon the receipt of subscription
agreements totaling $600,000 to purchase common stock from the Company. The
closing of the conversion of the debt and the receipt of the subscription
agreements will occur on October 13, 1999.
COMPANY INVESTOR
/s/ XXXXXXX WALDSCHUTZ
------------------------------ -----------------------------------
XxxxXxxxxx.xxx, Inc. Xxxxxxx Waldschutz
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7
DEBT RESTRUCTURING AGREEMENT
This Debt Restructuring Agreement dated as of the ______day of
October 1999 between XxxxXxxxxx.xxx, Inc. (the "Company") and Xxxxxxx Xxxxxxxx
(the "Investor"):
WHEREAS on or about December 11, 1998 certain Investors participated in
a Note Offering with the Company, as amended on April 13, 1999, relating to an
investment by such Investors in an amount equal to $725,000 (the "December Note
Offering"); and
WHEREAS on July 23, 1999, certain other Investors invested an aggregate
$125,000 of principal amount pursuant to delivery of certain Promissory Notes;
and
WHEREAS the Company and Investors are desirous of restructuring various
transactions among them and converting all outstanding debt to equity;
Annexed hereto as Schedule A is a Common Stock Purchase Agreement.
NOW THEREFORE, for the mutual promises contained herein and other good
and valuable mutual consideration, receipt of which is hereby acknowledged, the
parties agree as follows:
1. The Company agrees to issue to Investor 144,082 shares of common
stock of the Company at $0.25 per share, the amount equal to the debt owed to
Investor, and Investor agrees to accept such common stock in lieu of $36,020.49
representing remaining payments on the outstanding debt to Investor.
2. Pursuant to the Common Stock Purchase Agreement on Schedule A
attached hereto, Investor is herein granted the right to purchase 144,082 shares
for a period of 45 days from the date hereof, the amount of shares equal to the
amount owed to Investor which has been herein converted at $0.25 per share.
3. The Investor, by acceptance hereof, hereby:
(i) acknowledges and understands that if Investor exercises his or her right to
purchase additional shares pursuant to the Common Stock Purchase Agreement or
transfers such right and an aggregate amount of $756,000 of rights are exercised
in a timely manner, the Investor may freely transfer his or her shares within a
one (1) year under Rule 144 of the Securities Act of 1933, as amended;
8
(ii) acknowledges and understands that the Investor may not transfer the shares
unless they are registered under the Act, or an exemption from registration is
available;
(iii) acknowledges that the certificates representing the shares will bear a
legend, and that the stock transfer books of the Company will be noted, to the
foregoing effect;
(iv) recognizes that the Company does not represent and has not represented that
it will register the shares under the Act or comply with any requirements for
exemption therefrom, nor does it contemplate any future registration under or
eligibility for exemption from registration under the Act. As a result, the
Investor acknowledges that the Investor is prepared to bear the economic risk of
investment in the shares for an indefinite period of time.
4. Absent any failure by the Company to deliver shares to the Investors
pursuant to this Debt Restructuring Agreement, this Agreement is executed in
full and final settlement of any and all outstanding debts owed to the Investors
listed on Schedule A.
5. The Investors, on behalf of himself or herself and his or her
successors, assigns, administrators and representatives (the "Releasers") hereby
releases, remises, acquits and discharges forever, irrevocably and
unconditionally the Company and its respective affiliates, successors and
assigns (the "Releases"), from, against and with respect to any and all claims
which any of the Releasers has, ever had or may hereafter against the Releases
arising on or prior to the date of this Debt Restructuring Agreement or on
account of any matter arising out of any matter, cause or event occurring on or
prior to the date of this agreement; provided, however, that nothing in this
Section 5 will operate to release any obligation of the Investors arising under
this Agreement.
6. This Agreement shall be executed in multiple counterparts, and by
facsimile signature, when applicable, and shall be delivered by via telecopier
or overnight courier to the Company on or before 5:00 p.m. Tuesday, October 12,
1999.
2
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7. Debt conversion will only be acknowledged upon the receipt of subscription
agreements totaling $600,000 to purchase common stock from the Company. The
closing of the conversion of the debt and the receipt of the subscription
agreements will occur on October 13, 1999.
COMPANY INVESTOR
/s/ XXXXXXX XXXXXXXX
------------------------------ -----------------------------------
XxxxXxxxxx.xxx, Inc. XXXXXXX XXXXXXXX
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DEBT RESTRUCTURING AGREEMENT
This Debt Restructuring Agreement dated as of the 12th day of October
1999 between XxxxXxxxxx.xxx, Inc. (the "Company") and Xxxxxxx X. Xxxxx Marital
Family Trust, No. 2 (the "Investor"):
WHEREAS on or about December 11, 1998 certain Investors participated in
a Note Offering with the Company, as amended on April 13, 1999, relating to an
investment by such Investors in an amount equal to $725,000 (the "December Note
Offering"); and
WHEREAS on July 23, 1999, certain other Investors invested an aggregate
$125,000 of principal amount pursuant to delivery of certain Promissory Notes;
and
WHEREAS the Company and Investors are desirous of restructuring various
transactions among them and converting all outstanding debt to equity;
Annexed hereto as Schedule A is a Common Stock Purchase Agreement.
NOW THEREFORE, for the mutual promises contained herein and other good
and valuable mutual consideration, receipt of which is hereby acknowledged, the
parties agree as follows:
1. The Company agrees to issue to Investor 576,293 shares of common
stock of the Company at $0.25 per share, the amount equal to the debt owed to
Investor, and Investor agrees to accept such common stock in lieu of $144,073.15
representing remaining payments on the outstanding debt to Investor.
2. Pursuant to the Common Stock Purchase Agreement on Schedule A
attached hereto, Investor is herein granted the right to purchase 576,293 shares
for a period of 45 days from the date hereof, the amount of shares equal to the
amount owed to Investor which has been herein converted at $0.25 per share.
3. The Investor, by acceptance hereof, hereby:
(i) acknowledges and understands that if Investor exercises his or her right to
purchase additional shares pursuant to the Common Stock Purchase Agreement or
transfers such right and an aggregate amount of $756,000 of rights are exercised
in a timely manner, the Investor may freely transfer his or her shares within a
one (1) year under Rule 144 of the Securities Act of 1933, as amended;
11
(ii) acknowledges and understands that the Investor may not transfer the shares
unless they are registered under the Act, or an exemption from registration is
available;
(iii) acknowledges that the certificates representing the shares will bear a
legend, and that the stock transfer books of the Company will be noted, to the
foregoing effect;
(iv) recognizes that the Company does not represent and has not represented that
it will register the shares under the Act or comply with any requirements for
exemption therefrom, nor does it contemplate any future registration under or
eligibility for exemption from registration under the Act. As a result, the
Investor acknowledges that the Investor is prepared to bear the economic risk of
investment in the shares for an indefinite period of time.
4. Absent any failure by the Company to deliver shares to the Investors
pursuant to this Debt Restructuring Agreement, this Agreement is executed in
full and final settlement of any and all outstanding debts owed to the Investors
listed on Schedule A.
5. The Investors, on behalf of himself or herself and his or her
successors, assigns, administrators and representatives (the "Releasers") hereby
releases, remises, acquits and discharges forever, irrevocably and
unconditionally the Company and its respective affiliates, successors and
assigns (the "Releases"), from, against and with respect to any and all claims
which any of the Releasers has, ever had or may hereafter against the Releases
arising on or prior to the date of this Debt Restructuring Agreement or on
account of any matter arising out of any matter, cause or event occurring on or
prior to the date of this agreement; provided, however, that nothing in this
Section 5 will operate to release any obligation of the Investors arising under
this Agreement.
6. This Agreement shall be executed in multiple counterparts, and by
facsimile signature, when applicable, and shall be delivered by via telecopier
or overnight courier to the Company on or before 5:00 p.m. Tuesday, October 12,
1999.
2
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7. Debt conversion will only be acknowledged upon the receipt of subscription
agreements totaling $600,000 to purchase common stock from the Company. The
closing of the conversion of the debt and the receipt of the subscription
agreements will occur on October 13, 1999.
COMPANY INVESTOR
/s/ XXXXXX XXXXXXX, TRUSTEE
------------------------------ -----------------------------------
XxxxXxxxxx.xxx, Inc. Xxxxxxx X. Xxxxx Marital
Family Trust, No. 2
Xxxxxx Xxxxxxx, Trustee
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Schedule A
COMMON STOCK PURCHASE AGREEMENT
FORM OF SUBSCRIPTION
(TO BE SIGNED AND DELIVERED TOGETHER WITH PAYMENT TO EXERCISE
ON OR BEFORE NOVEMBER 19, 1999)
TO: XxxxXxxxxx.xxx, Inc.
The undersigned pursuant to the Debt Restructuring Agreement is granted the
right to purchase an amount of shares equal to the amount to the amount of
shares to be issued to Investor, upon conversion.
The undersigned hereby elects to purchase ____________, shares of common stock
of XxxxXxxxxx.xxx, Inc. at $0.25 per share and herewith makes payment of
$_________________ therefore, and requests that the certificate for such shares
be issued in the name of _______________________________________________, and
delivered to the following address:
The undersigned acknowledges that the right to purchase said common shares may
be freely transferred, subject to (i) the prior consent of the Company, which
consent may be withheld in the Company's discretion, and (ii) delivery of Form
of Transferor Endorsement attached as Schedule B.
The undersigned further acknowledges that the common shares are not registered
and the Company does not intend to register such shares, however, the
undersigned may freely transfer the shares after a period of one (1) year has
elapsed, for purposes of Rule 144 under the Securities Act of 1933, as amended.
Dated: ____________________
By: _______________________
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Schedule B
FORM OF TRANSFEROR ENDORSEMENT
(TO BE SIGNED ONLY UPON TRANSFER AND DELIVERED TO COMPANY
TOGETHER WITH FORM OF SUBSCRIPTION)
For value received, the undersigned hereby sells, assigns, and transfers unto
the person(s) named below under the heading "Transferees" the right represented
by the Debt Restructuring Agreement to purchase the number of shares of Common
Stock of XXXXXxxxxx.xxx, Inc. to which the Common Stock Purchase Agreement
relates specified under the headings "Percentage Transferred" and "Number
Transferred," respectively, opposite the name(s) of such person(s) and appoints
each such person Attorney to transfer its respective right on the books of
XXXXXxxxxx.xxx, Inc. with full power of substitution in the premises.
Percentage Number
Transferees Transferred Transferred
----------- ----------- -----------
Dated: ___________________________ By: ________________________________
Signed in the presence of: _________________________________
__________________________________
(Name)
__________________________________
(Address)
__________________________________
(City, State, Zip)
ACCEPTED AND AGREED:
[TRANSFEREE]
Dated: ___________________________ By: ________________________________
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DEBT RESTRUCTURING AGREEMENT
This Debt Restructuring Agreement dated as of the 12 day of October 1999
between XxxxXxxxxx.xxx, Inc. (the "Company") and Xxxxxx Xxx (the "Investor"):
WHEREAS on July 23, 1999, Investors invested an aggregate $125,000 of
principal amount pursuant to delivery of certain Promissory Notes; and
WHEREAS the Company and Investors are desirous of restructuring various
transactions among them and converting all outstanding debt to equity;
Annexed hereto as Schedule A is a Common Stock Purchase Agreement.
NOW THEREFORE, for the mutual promises contained herein and other good
and valuable mutual consideration, receipt of which is hereby acknowledged, the
parties agree as follows:
1. The Company agrees to issue to Investor 11,389 shares of common stock
of the Company at $0.25 per share, the amount equal to the debt owed to
Investor, and Investor agrees to accept such common stock in lieu of $2,847.29
representing remaining payments on the outstanding debt to Investor.
2. Pursuant to the Common Stock Purchase Agreement on Schedule A
attached hereto, Investor is herein granted the right to purchase 11,389 shares
for a period Of 45 days from the date hereof, the amount of shares equal to the
amount owed to Investor which has been herein converted at $0.25 per share.
3. The Investor, by acceptance hereof, hereby:
(i) acknowledges and understands that if Investor exercises his or her right to
purchase additional shares pursuant to the Common Stock Purchase Agreement or
transfers such right and an aggregate amount of $756,000 of rights are exercised
in a timely manner, the investor may not freely transfer his or her shares
within a one (1) year;
(ii) acknowledges and understands that the Investor may not transfer the shares
unless they are registered under the Act, or an exemption from registration is
available;
16
(iii) acknowledges that the certificates representing the shares will bear a
legend, and that the stock transfer books of the Company will be noted, to the
foregoing effect;
(iv) recognizes that the Company does not represent and has not represented that
it will register the shares under the Act or comply with any requirements for
exemption therefrom, nor does it contemplate any future registration under or
eligibility for exemption from registration under the Act. As a result, the
investor acknowledges that the Investor is prepared to bear the economic risk of
investment in the shares for an indefinite period of time.
4. Absent any failure by the Company to deliver shares to the Investors
pursuant to this Debt Restructuring Agreement, this Agreement is executed in
full and final settlement of any and all outstanding debts owed to the Investors
listed on Schedule A.
5. The Investors, on behalf of himself or herself and his or her
successors, assigns, administrators and representatives (the "Releasers") hereby
releases, remises, acquits and discharges forever, irrevocably and
unconditionally the Company and its respective affiliates, successors and
assigns (the "Releases"), from, against and with respect to any and all claims
which any of the Releasers has, ever had or may hereafter against the Releases
arising on or prior to the date of this Debt Restructuring Agreement or on
account of any matter arising out of any matter, cause or event occurring on or
prior to the date of this agreement; provided, however, that nothing in this
Section 5 will operate to release any obligation of the Investors arising under
this Agreement.
6. This Agreement shall be executed in multiple counterparts, and by
facsimile signature, when applicable, and shall be delivered by via telecopier
or overnight courier to the Company on or before 5:00 p.m. Tuesday, October 12.
1999.
7. Debt conversion will only be acknowledged upon the receipt of
subscription agreements totaling $600,000 to purchase common stock from the
Company. The closing of the conversion of the debt and the receipt of the
subscription agreements will occur on October 13, 1999.
COMPANY INVESTOR
/s/ XXXXXX XXX
--------------------------------- ---------------------------------
XxxxXxxxxx.xxx, Inc. Xxxxxx Xxx
2
17
DEBT RESTRUCTURING AGREEMENT
This Debt Restructuring Agreement dated as of the 12 day of October 1999
between XxxxXxxxxx.xxx, Inc. (the "Company") and Xxxxxx Xxxxx (the "Investor"):
WHEREAS on July 23, 1999, certain Investors invested an aggregate
$125,000 of principal amount pursuant to delivery of certain Promissory Notes;
and
WHEREAS the Company and Investors are desirous of restructuring various
transactions among them and converting all outstanding debt to equity;
Annexed hereto as Schedule A is a Common Stock Purchase Agreement.
NOW THEREFORE, for the mutual promises contained herein and other good
and valuable mutual consideration, receipt of which is hereby acknowledged, the
parties agree as follows:
1. The Company agrees to issue to Investor 183,452 shares of common
stock of the Company at $0.25 per share, the amount equal to the debt owed to
Investor, and Investor agrees to accept such common stock in lieu of $45,863.10
representing remaining payments on the outstanding debt to Investor.
2. Pursuant to the Common Stock Purchase Agreement on Schedule A
attached hereto, Investor is herein granted the right to purchase 183,452 shares
for a period of 45 days from the date hereof, the amount of shares equal to the
amount owed to Investor which has been herein converted at $0.25 per share.
3. The Investor, by acceptance hereof, hereby:
(i) acknowledges and understands that if Investor exercises his or her right to
purchase additional shares pursuant to the Common Stock Purchase Agreement or
transfers such right and an aggregate amount of $756,000 of rights are exercised
in a timely manner, the Investor may not freely transfer his or her shares
within a one (1) year;
(ii) acknowledges and understands that the Investor may not transfer the shares
unless they are registered under the Act, or an exemption from registration is
available;
18
(iii) acknowledges that the certificates representing the shares will bear a
legend, and that the stock transfer books of the Company will be noted, to the
foregoing effect;
(iv) recognizes that the Company does not represent and has not represented that
it will register the shares under the Act or comply with any requirements for
exemption therefrom, nor does it contemplate any future registration under or
eligibility for exemption from registration under the Act. As a result, the
Investor acknowledges that the Investor is prepared to bear the economic risk of
investment in the shares for an indefinite period of time.
4. Absent any failure by the Company to deliver shares to the Investors
pursuant to this Debt Restructuring Agreement, this Agreement is executed in
full and final settlement of any and all outstanding debts owed to the Investors
listed on Schedule A.
5. The investors, on behalf of himself or herself and his or her
successors, assigns, administrators and representatives (the "Releasers") hereby
releases, remises, acquits and discharges forever, irrevocably and
unconditionally the Company and its respective affiliates, successors and
assigns (the "Releases"), from, against and with respect to any and all claims
which any of the Releasers has, ever had or may hereafter against the Releases
arising on or prior to the date of this Debt Restructuring Agreement or on
account of any matter arising out of any matter, cause or event occurring on or
prior to the date of this agreement; provided, however, that nothing in this
Section 5 will operate to release any obligation of the Investors arising under
this Agreement.
6. This Agreement shall be executed in multiple counterparts, and by
facsimile signature, when applicable, and shall be delivered by via telecopier
or overnight courier to the Company on or before 5:00 p.m. Tuesday, October 12,
1999.
7. Debt conversion will only be acknowledged upon the receipt of
subscription agreements totaling $600,000 to purchase common stock from the
Company. The closing of the conversion of the debt and the receipt of the
subscription agreements will occur on October 13, 1999.
COMPANY INVESTOR
/s/ XXXXXX XXXXX
--------------------------------- ---------------------------------
XxxxXxxxxx.xxx, Inc. Xxxxxx Xxxxx
2
19
DEBT RESTRUCTURING AGREEMENT
This Debt Restructuring Agreement dated as of the 12th day of October
1999 between XxxxXxxxxx.xxx, Inc. (the "Company") and Xxxxxx Xxxxx. III (the
"Investor"):
WHEREAS on July 23, 1999, certain Investors invested an aggregate
$125,000 of principal amount pursuant to delivery of certain Promissory Notes;
and
WHEREAS the Company and Investors are desirous of restructuring various
transactions among them and converting all outstanding debt to equity;
Annexed hereto as Schedule A, is a Common Stock Purchase Agreement.
NOW THEREFORE, for the mutual promises contained herein and other good
and valuable mutual consideration, receipt of which is hereby acknowledged, the
parties agree as follows:
1. The Company agrees to issue to Investor 11,389 shares of common stock
of the Company at $0.25 per share, the amount equal to the debt owed to
Investor, and Investor agrees to accept such common stock in lieu of $2,847.29
representing remaining payments on the outstanding debt to Investor.
2. Pursuant to the Common Stock Purchase Agreement on Schedule A
attached hereto, Investor is herein granted the right to purchase 11,389 shares
for a period of 45 days from the date hereof, the amount of shares equal to the
amount owed to Investor which has been herein converted at $0.25 per share.
3. The Investor, by acceptance hereof, hereby:
(i) acknowledges and understands that if Investor exercises his or her right to
purchase additional shares pursuant to the Common Stock Purchase Agreement or
transfers such right and an aggregate amount of $756,000 of rights are exercised
in a timely manner, the Investor may not freely transfer his or her shares
within a one (1) year;
(ii) acknowledges and understands that the Investor may not transfer the shares
unless they are registered under the Act, or an exemption from registration is
available;
20
(iii) acknowledges that the certificates representing the shares will bear a
legend, and that the stock transfer books of the Company will be noted, to the
foregoing effect;
(iv) recognizes that the Company does not represent and has not represented
that it will register the shares under the Act or comply with any requirements
for exemption therefrom, nor does it contemplate any future registration under
or eligibility for exemption from registration under the Act. As a result, the
Investor acknowledges that the Investor is prepared to bear the economic risk of
investment in the shares for an indefinite period of time.
4. Absent any failure by the Company to deliver shares to the Investors
pursuant to this Debt Restructuring Agreement, this Agreement is executed in
full and final settlement of any and all outstanding debts owed to the Investors
listed on Schedule A.
5. The Investors, on behalf of himself or herself and his or her
successors, assigns, administrators and representatives (the "Releasers") hereby
releases, remises, acquits and discharges forever, irrevocably and
unconditionally the Company and its respective affiliates, successors and
assigns (the "Releases"), from, against and with respect to any and all claims
which any of the Releasers has, ever had or may hereafter against the Releases
arising on or prior to the date of this Debt Restructuring Agreement or on
account of any matter arising out of any matter, cause or event occurring on or
prior to the date of this agreement; provided, however, that nothing in this
Section 5 will operate to release any obligation of the Investors arising under
this Agreement.
6. This Agreement shall be executed in multiple counterparts, and by
facsimile signature, when applicable, and shall be delivered by via telecopier
or overnight courier to the Company on or before 5:00 p.m. Tuesday, October 12,
1999.
7. Debt conversion will only be acknowledged upon the receipt of
subscription agreements totaling $600,000 to purchase common stock from the
Company. The closing of the conversion of the debt and the receipt of the
subscription agreements will occur on October 13, 1999
COMPANY INVESTOR
/s/ XXXXXX XXXXX, III
--------------------------------- ---------------------------------
XxxxXxxxxx.xxx, Inc. Xxxxxx Xxxxx, III
2
21
DEBT RESTRUCTURING AGREEMENT
This Debt Restructuring Agreement dated as of the 12th day of October
1999 between XxxxXxxxxx.xxx, Inc. (the "Company") and Xxxxxx Xxxxx (the
"Investor"):
WHEREAS on September 10, 1999, Investor invested an aggregate $55,000
pursuant to delivery of certain Promissory Notes, and
WHEREAS the Company and Investor are desirous of restructuring various
transactions among them and converting all outstanding debt to equity;
Annexed hereto as Schedule A is a Common Stock Purchase Agreement.
NOW THEREFORE, for the mutual promises contained herein and other good
and valuable mutual consideration, receipt of which is hereby acknowledged, the
parties agree as follows:
1. The Company agrees to issue to Investor 251,484 shares of common
stock of the Company at $0.22 per share, the amount equal to the debt owed to
Investor, and Investor agrees to accept such common stock in lieu of $55,271.26
representing remaining payments on the outstanding debt to Investor.
2. Pursuant to the Common Stock Purchase Agreement on Schedule A
attached hereto, investor is herein granted the right to purchase 251,484 shares
for a period of 45 days from the date hereof, the amount of shares equal to the
amount owed to Investor which has been herein converted at $0.22 per share.
3. The Investor, by acceptance hereof, hereby:
(1) acknowledges and understands that if Investor exercises his or her right to
purchase additional shares pursuant to the Common Stock Purchase Agreement or
transfers such right and an aggregate amount of $756,000 of rights are exercised
in a timely manner, the investor may not freely transfer his or her shares
within a one (1) year;
(ii) acknowledges and understands that the Investor may not transfer the shares
unless they are registered under the Act, or an exemption from registration is
available
22
(iii) acknowledges that the certificates representing the shares will bear a
legend, and that the stock transfer books of the Company will be noted, to the
foregoing effect;
(iv) recognizes that the Company does not represent and has not represented that
it will register the shares under the Act or comply with any requirements for
exemption therefrom, nor does it contemplate any future registration under or
eligibility for exemption from registration under the Act. As a result, the
investor acknowledges that the Investor is prepared to bear the economic risk of
investment in the shares for an indefinite period of time.
4. Absent any failure by the Company to deliver shares to the Investors
pursuant to this Debt Restructuring Agreement, this Agreement is executed in
full and final settlement of any and all outstanding debts owed to the Investors
listed an Schedule A.
S. The Investors, on behalf of himself or herself and his or her
successors, assigns, administrators and representatives (the "Releasers") hereby
releases, remises, acquits and discharges forever, irrevocably and
unconditionally the Company and its respective affiliates, successors and
assigns (the "Releases"), from, against and with respect to any and all claims
which any of the Releasers has, ever had or may hereafter against the Releases
arising on or prior to the date of this Debt Restructuring Agreement or on
account of any matter arising out of any matter, cause or event occurring on or
prior to the date of this agreement; provided, however, that nothing in this
Section 5 will operate to release any obligation of the Investors arising under
this Agreement.
6. This Agreement shall be executed in multiple counterparts, and by
facsimile signature, when applicable, and shall be delivered by via telecopier
or overnight courier to the Company on or before 5:00 p.m. Tuesday, October 12,
1999.
7. Debt conversion will only be acknowledged upon the receipt of
subscription agreements totaling $900,000 to purchase common stock from the
Company. The closing of the conversion of the debt and the receipt of the
subscription agreements will occur on October 13, 1999.
COMPANY INVESTOR
/s/ XXXXXX XXXXX
--------------------------------- ---------------------------------
XxxxXxxxxx.xxx, Inc. Xxxxxx Xxxxx
2
23
DEBT RESTRUCTURING AGREEMENT
This Debt Restructuring Agreement dated as of the _____ day of October
1999 between XxxxXxxxxx.xxx, Inc. (the "Company") and Xxxxxx Xxxxx (the
"Investor"):
WHEREAS on or about December 11, 1998 certain Investors participated in
a Note Offering with the Company, as amended on April 13, 1999, relating to an
investment by such Investors in an amount equal to $725,000 (the "December Note
Offering"); and
WHEREAS on July 23, 1999, certain other investors invested an aggregate
$125,000 of principal amount pursuant to delivery of certain Promissory Notes;
and
WHEREAS the Company and Investors are desirous of restructuring various
transactions among them and converting all outstanding debt to equity;
Annexed hereto as Schedule A is a Common Stock Purchase Agreement.
NOW THEREFORE, for the mutual promises contained herein and other good
and valuable mutual consideration, receipt of which is hereby acknowledged, the
parties agree as follows:
1. The Company agrees to issue to Investor 203,836 shares of common
stock of the Company at $0.25 per share, the amount equal to the debt owed to
Investor, and Investor agrees to accept such common stock in lieu of $50,959.00
representing remaining payments on the outstanding debt to Investor.
2. Pursuant to the Common Stock Purchase Agreement on Schedule A
attached hereto, Investor is herein granted the right to purchase 203,836 shares
for a period of 45 days from the date hereof, the amount of shares equal to the
amount owed to Investor which has been herein converted at $0.25 per share.
3. The Investor, by acceptance hereof, hereby:
(i) acknowledges and understands that if Investor exercises his or her right to
purchase additional shares pursuant to the Common Stock Purchase Agreement or
transfers such right and an aggregate amount of $756,000 of rights are exercised
in a timely manner, the Investor may freely transfer his or her shares within a
one (1) year under Rule 144 of the Securities Act of 1933, as amended;
24
(ii) acknowledges and understands that the Investor may not transfer the shares
unless they are registered under the Act, or an exemption from registration is
available;
(iii) acknowledges that the certificates representing the shares will bear a
legend, and that the stock transfer books of the Company will be noted, to the
foregoing effect;
(iv) recognizes that the Company does not represent and has not represented that
it will register the shares under the Act or comply with any requirements for
exemption therefrom, nor does it contemplate any future registration under or
eligibility for exemption from registration under the Act. As a result, the
Investor acknowledges that the Investor is prepared to bear the economic risk of
investment in the shares for an indefinite period of time.
4. Absent any failure by the Company to deliver shares to the Investors
pursuant to this Debt Restructuring Agreement, this Agreement is executed in
full and final settlement of any and all outstanding debts owed to the Investors
listed on Schedule A.
5. The Investors, on behalf of himself or herself and his or her
successors, assigns, administrators and representatives (the "Releasers") hereby
releases, remises, acquits and discharges forever, irrevocably and
unconditionally the Company and its respective affiliates successors and assigns
(the "Releases"), from, against and with respect to any and all claims which
any of the Releasers has, ever had or may hereafter against the Releases arising
on or prior to the date of this Debt Restructuring Agreement or on account of
any matter arising out of any matter, cause or event occurring on or prior to
the date of this agreement; provided, however that nothing in this Section 5
will operate to release any obligation of the Investors arising under this
Agreement.
6. This Agreement shall be executed in multiple counterparts, and by
facsimile signature, when applicable, and shall be delivered by via telecopier
or overnight courier to the Company on or before 5:00 p.m. Tuesday, October 12,
1999.
2
25
7. Debt conversion will only be acknowledged upon the receipt of subscription
agreements totaling $600,000 to purchase common stock from the Company. The
closing of the conversion of the debt and the receipt of the subscription
agreements will occur on October 13, 1999.
COMPANY INVEST
/s/ XXXXXX XXXXX
--------------------------------- ---------------------------------
XxxxXxxxxx.xxx, Inc. Xxxxxx Xxxxx
3
26
DEBT RESTRUCTURING AGREEMENT
This Debt Restructuring Agreement dated as of the 7th day of October 1999
between XxxxXxxxxx.xxx, Inc. (the "Company") and Highborough Services (the
"Investor"):
WHEREAS on or about December 11, 1998 certain Investors participated in a
Note Offering with the Company, as amended on April 13, 1999, relating to an
investment by such Investors in an amount equal to $725,000 (the "December Note
Offering"); and
WHEREAS on July 23, 1999, certain other Investors invested an aggregate
$125,000 of principal amount pursuant to delivery of certain Promissory Notes;
and
WHEREAS the Company and Investors are desirous of restructuring various
transactions among them and converting all outstanding debt to equity;
Annexed hereto as Schedule A is a Common Stock Purchase Agreement.
NOW THEREFORE, for the mutual promises contained herein and other good
and valuable mutual consideration, receipt of which is hereby acknowledged, the
parties agree as follows:
1. The Company agrees to issue to Investor 216,111 shares of common
stock of the Company at $0.25 per share, the amount equal to the debt owed to
Investor, and Investor agrees to accept such common stock in lieu of $54,027.80
representing remaining payments on the outstanding debt to Investor.
2. Pursuant to the Common Stock Purchase Agreement on Schedule A
attached hereto, Investor is herein granted the right to purchase 216,111
shares for a period of 45 days from the date here of, the amount of shares
equal to the amount owed to Investor which has been herein converted at $0.25
per share.
3. The Investor, by acceptance hereof, hereby:
(i) acknowledges and understands that if Investor exercises his or her right to
purchase additional shares pursuant to the Common Stock Purchase Agreement or
transfers such right and an aggregate amount of $756,000 of rights are
exercised in a timely manner, the Investor may not freely transfer his or her
shares within a one (1) year period under Rule 144 of the Securities Act of
1933, as amended;
27
(ii) acknowledges and understands that the Investor may not transfer the
shares unless they are registered under the Act, or an exemption from
registration is available;
(iii) acknowledges that the certificates representing the shares will bear a
legend, and that the stock transfer books of the Company will be noted, to the
foregoing effect;
(iv) recognizes that the Company does not represent and has not represented
that it will register the shares under the Act or comply with any requirements
for exemption therefrom, nor does it contemplate any future registration under
or eligibility for exemption from registration under the Act. As a result, the
Investor acknowledges that the Investor is prepared to bear the economic risk
of investment in the shares for an indefinite period of time.
4. Absent any failure by the Company to deliver shares to the
Investors pursuant to this debt Restructuring Agreement, this Agreement is
executed in full and final settlement of any and all outstanding debts owed to
the Investors listed on Schedule A.
5. The Investor, on behalf of itself and its successors, assigns,
administrators and representatives (the "Releasers") hereby releases, remises,
acquits and discharges forever, irrevocably and unconditionally the Company and
its respective affiliates, successors and assigns (the "Releases"), from,
against and with respect to any and all claims which any of the Releasers has,
ever had or may hereafter have against the Releases arising on or prior to the
date of this Debt Restructuring Agreement on account of any matter relating to
repayment of debt pursuant to the December Note Offering out of any matter,
cause or event occurring on or prior to the date of this agreement; provided,
however, that nothing in this Section 5 will operate to release any obligation
of the Investors arising under this Agreement.
6. This Agreement shall be executed in multiple counterparts, and by
facsimile signature, when applicable, and shall be delivered by via telecopier
or overnight courier to the Company on or before 5:00 PM Tuesday October 12,
1999.
2
28
7. Debt conversion will only be acknowledged upon the receipt of
subscription agreements totalling $600,000 to purchase common stock from the
Company. The closing of the conversion of the debt and the receipt of the
subscription agreements will occur on October 13, 1999.
COMPANY INVESTOR
/s/ P. BERLIN
--------------------------- --------------------------------
XxxxXxxxxx.xxx. Inc. Highborough Services, Ltd.
By: Xxxxx Xxxxxx, Director
3
29
DEBT RESTRUCTURING AGREEMENT
This Debt Restructuring Agreement dated as of the ____ day of October
1999 between XxxxXxxxxx.xxx, Inc. (the "Company") and Xxxxxxx X. Xxxxx (the
"Investor"):
WHEREAS on or about December 11, 1998 certain Investors participated in
a Note Offering with the Company, as amended on April 13, 1999, relating to an
investment by such Investors in an amount equal to $725,000 (the "December Note
Offering"); and
WHEREAS on July 23, 1999, certain other Investors invested an aggregate
$125,000 of principal amount pursuant to delivery of certain Promissory Notes;
and
WHEREAS the Company and Investors are desirous of restructuring various
transactions among them and converting all outstanding debt to equity;
Annexed hereto as Schedule A is a Common Stock Purchase Agreement.
NOW THEREFORE, for the mutual promises contained herein and other good
and valuable mutual consideration, receipt of which is hereby acknowledged, the
parties agree as follows:
1. The Company agrees to issue to Investor 203,836 shares of common
stock of the Company at $0.25 per share, the amount equal to the debt owed to
Investor, and Investor agrees to accept such common stock in lieu of $50,959.00
representing remaining payments on the outstanding debt to Investor.
2. Pursuant to the Common Stock Purchase Agreement on Schedule A
attached hereto, Investor is herein granted the right to purchase 203,836 shares
for a period of 45 days from the date here of, the amount of shares equal to the
amount owed to Investor which has been herein converted at $0.25 per share.
3. The Investor, by acceptance hereof, hereby:
(i) acknowledges and understands that if Investor exercises his or her right to
purchase additional shares pursuant to the Common Stock Purchase Agreement or
transfers such right and an aggregate amount of $756,000 of rights are exercised
in a timely manner, the Investor may freely transfer his or her shares within a
one (1) year under Rule 144 of the Securities Act of 1933, as amended;
30
(ii) acknowledges and understands that the Investor may not transfer the shares
unless they are registered under the Act, or an exemption from registration is
available;
(iii) acknowledges that the certificates representing the shares will bear a
legend, and that the stock transfer books of the Company will be noted, to the
foregoing effect;
(iv) recognizes that the Company does not represent and has not represented that
it will register the shares under the Act or comply with any requirements for
exemption therefrom, nor does it contemplate any future registration under or
eligibility for exemption from registration under the Act. As a result, the
Investor acknowledges that the Investor is prepared to bear the economic risk of
investment in the shares for an indefinite period of time.
4. Absent any failure by the Company to deliver shares to the
Investors pursuant to this Debt Restructuring Agreement, this Agreement is
executed in full and final settlement of any and all outstanding debts owed to
the Investors listed on Schedule A.
5. The Investors, on behalf of himself or herself and his or her
successors, assigns, administrators and representatives (the "Releasers") hereby
releases, remises, acquits and discharges forever, irrevocably and
unconditionally the Company and its respective affiliates, successors and
assigns (the "Releases"), from, against and with respect to any and all claims
which any of the Releasers has, ever had or may hereafter against the Releases
arising on or prior to the date of this Debt Restructuring Agreement or on
account of any matter arising out of any matter, cause or event occurring on or
prior to the date of this agreement; provided, however, that nothing in this
Section 5 will operate to release any obligation of the Investors arising under
this Agreement.
6. This Agreement shall be executed in multiple counterparts, and
by facsimile signature, when applicable, and shall be delivered by via
telecopier or overnight courier to the Company on or before 5:00 p.m. Tuesday,
October 12, 1999.
2
31
7. Debt conversion will only be acknowledged upon the receipt of
subscription agreements totaling $600,000 to purchase common stock from the
Company. The closing of the conversion of the debt and the receipt of the
subscription agreements will occur on October 13, 1999.
COMPANY INVEST
/s/ XXXXXXX XXXXX
--------------------------- --------------------------------
XxxxXxxxxx.xxx, Inc. Xxxxxxx X. Xxxxx
3
32
Schedule A
----------
COMMON STOCK PURCHASE AGREEMENT
FORM OF SUBSCRIPTION
(TO BE SIGNED AND DELIVERED TOGETHER WITH PAYMENT TO EXERCISE
ON OR BEFORE NOVEMBER 19, 1999)
TO: XxxxXxxxxx.xxx, Inc.
The undersigned pursuant to the Debt Restructuring Agreement is granted the
right to purchase an amount of shares equal to the amount to the amount of
shares to be issued to Investor, upon conversion.
The undersigned hereby elects to purchase ___________ shares of common stock of
XxxxXxxxxx.xxx, Inc. at $0.25 per share and herewith makes payment of $
therefore, and requests that the certificate for such shares be issued in the
name of _______________________________, and delivered to the following address:
________________________________________
________________________________________
________________________________________
The undersigned acknowledges that the right to purchase said common shares may
be freely transferred, subject to (i) the prior consent of the Company, which
consent may be withheld in the Company's discretion, and (ii) delivery of Form
of Transferor Endorsement attached as Schedule B.
The undersigned further acknowledges that the common shares are not registered
and the Company does not intend to register such shares, however, the
undersigned may freely transfer the shares after a period of one (1) year has
elapsed, for purposes of Rule 144 under the Securities Act of 1933, as amended.
Dated:________________________
By:___________________________
4
33
Schedule B
----------
FORM OF TRANSFEROR ENDORSEMENT
(TO BE SIGNED ONLY UPON TRANSFER AND DELIVERED TO COMPANY
TOGETHER WITH FORM OF SUBSCRIPTION)
For value received, the undersigned hereby sells, assigns, and transfers unto
the person(s) named below under the heading "Transferees" the right represented
by the Debt Restructuring Agreement to purchase the number of shares of Common
Stock of XXXXXxxxxx.xxx, Inc. to which the Common Stock Purchase Agreement
relates specified under the headings "Percentage Transferred" and "Number
Transferred," respectively, opposite the name(s) of such person(s) and appoints
each such person Attorney to transfer its respective right on the books of
XXXXXxxxxx.xxx, Inc. with full power of substitution in the premises.
Transferees Percentage Number
----------- Transferred Transferred
----------- -----------
Dated:___________________ By:____________________________________
Signed in the presence of:_____________________________
_________________________________
(Name)
_________________________________
(Address)
_________________________________
(City, State, Zip)
ACCEPTED AND AGREED:
[TRANSFEREE]
Dated:___________________ By:___________________________________
5
34
DEBT RESTRUCTURING AGREEMENT
This Debt Restructuring Agreement dated as of the 11th day of October
1999 between XxxxXxxxxx.xxx, Inc. (the "Company") and Xxxxxxx Xxxxxxx (the
"Investor"):
WHEREAS on or about December 11, 1998 certain Investors participated in
a Note Offering with the Company, as amended on April 13, 1999, relating to an
investment by such Investors in an amount equal to $725,000 (the "December Note
Offering"); and
WHEREAS on July 23, 1999, certain other Investors invested an aggregate
$125,000 of principal amount pursuant to delivery of certain Promissory Notes;
and
WHEREAS the Company and Investors are desirous of restructuring various
transactions among them and converting all outstanding debt to equity;
Annexed hereto as Schedule A is a Common Stock Purchase Agreement.
NOW THEREFORE, for the mutual promises contained herein and other good
and valuable mutual consideration, receipt of which is hereby acknowledged, the
parties agree as follows:
1. The Company agrees to issue to Investor 101,918 shares of common
stock of the Company at $0.25 per share, the amount equal to the debt owed to
Investor, and Investor agrees to accept such common stock in lieu of $25,479.50
representing remaining payments on the outstanding debt to Investor.
2. Pursuant to the Common Stock Purchase Agreement on Schedule A
attached hereto, Investor is herein granted the right to purchase 101,918 shares
for a period of 45 days from the date here of, the amount of shares equal to the
amount owed to Investor which has been herein converted at $0.25 per share.
3. The Investor, by acceptance hereof, hereby:
(i) acknowledges and understands that if Investor exercises his or her right to
purchase additional shares pursuant to the Common Stock Purchase Agreement or
transfers such right and an aggregate amount of $756,000 of rights are exercised
in a timely manner, the Investor may not freely transfer his or her shares
within a one (1) year under Rule 144 of the Securities Act of 1933, as amended;
35
(ii) acknowledges and understands that the Investor may not transfer the shares
unless they are registered under the Act, or an exemption from registration is
available;
(iii) acknowledges that the certificates representing the shares will bear a
legend, and that the stock transfer books of the Company will be noted, to the
foregoing effect;
(iv) recognizes that the Company does not represent and has not represented that
it will register the shares under the Act or comply with any requirements for
exemption therefrom, nor does it contemplate any future registration under or
eligibility for exemption from registration under the Act. As a result, the
Investor acknowledges that the Investor is prepared to bear the economic risk of
investment in the shares for an indefinite period of time.
4. Absent any failure by the Company to deliver shares to the
Investors pursuant to this Debt Restructuring Agreement, this Agreement is
executed in full and final settlement of any and all outstanding debts owed to
the Investors listed on Schedule A.
5. The Investors, on behalf of himself or herself and his or her
successors, assigns, administrators and representatives (the "Releasers") hereby
releases, remises, acquits and discharges forever, irrevocably and
unconditionally the Company and its respective affiliates, successors and
assigns (the "Releases"), from, against and with respect to any and all claims
which any of the Releasers has, ever had or may hereafter against the Releases
arising on or prior to the date of this Debt Restructuring Agreement or on
account of any matter arising out of any matter, cause or event occurring on or
prior to the date of this agreement; provided, however, that nothing in this
Section 5 will operate to release any obligation of the Investors arising under
this Agreement.
6. This Agreement shall be executed in multiple counterparts, and
by facsimile signature, when applicable, and shall be delivered by via
telecopier or overnight courier to the Company on or before 5:00 p.m. Tuesday,
October 12, 1999.
2
36
7. Debt conversion will only be acknowledged upon the receipt of subscription
agreements totaling $600,000 to purchase common stock from the Company. The
closing of the conversion of the debt and the receipt of the subscription
agreements will occur on October 13, 1999.
COMPANY INVEST
/s/ XXXXXXX XXXXXXX
--------------------------- ------------------------------
XxxxXxxxxx.xxx, Inc. Xxxxxxx Xxxxxxx
3
37
DEBT RESTRUCTURING AGREEMENT
This Debt Restructuring Agreement dated as of the ____ day of October
1999 between XxxxXxxxxx.xxx, Inc. (the "Company") and Xxxxxx Gold (the
"Investor"):
WHEREAS on or about December 11, 1998 certain Investors participated in
a Note Offering with the Company, as amended on April 13, 1999, relating to an
investment by such Investors in an amount equal to $725,000 (the "December Note
Offering"); and
WHEREAS on July 23, 1999, certain other Investors invested an aggregate
$125,000 of principal amount pursuant to delivery of certain Promissory
Notes; and
WHEREAS the Company and Investors are desirous of restructuring various
transactions among them and converting all outstanding debt to equity;
Annexed hereto as Schedule A is a Common Stock Purchase Agreement.
NOW THEREFORE, for the mutual promises contained herein and other good
and valuable mutual consideration, receipt of which is hereby acknowledged, the
parties agree as follows:
1. The Company agrees to issue to Investor 80,688 shares of common
stock of the Company at $0.25 per share, the amount equal to the debt owed to
Investor, and Investor agrees to accept such common stock in lieu of $20,171.95
representing remaining payments on the outstanding debt to Investor.
2. Pursuant to the Common Stock Purchase Agreement on Schedule A
attached hereto, Investor is herein granted the right to purchase 80,688 shares
for a period of 45 days from the date here of, the amount of shares equal to the
amount owed to Investor which has been herein converted at $0.25 per share.
3. The Investor, by acceptance hereof, hereby:
(i) acknowledges and understands that if Investor exercises his or her right to
purchase additional shares pursuant to the Common Stock Purchase Agreement or
transfers such right and an aggregate amount of $756,000 of rights are exercised
in a timely manner, the Investor may freely transfer his or her shares within a
one (1) year under Rule 144 of the Securities Act of 1933, as amended;
38
(ii) acknowledges and understands that the Investor may not transfer the shares
unless they are registered under the Act, or an exemption from registration is
available;
(iii) acknowledges that the certificates representing the shares will bear a
legend, and that the stock transfer books of the Company will be noted, to the
foregoing effect;
(iv) recognizes that the Company does not represent and has not represented that
it will register the shares under the Act or comply with any requirements for
exemption therefrom, nor does it contemplate any future registration under or
eligibility for exemption from registration under the Act. As a result, the
Investor acknowledges that the Investor is prepared to bear the economic risk of
investment in the shares for an indefinite period of time.
4. Absent any failure by the Company to deliver shares to the
Investors pursuant to this Debt Restructuring Agreement, this Agreement is
executed in full and final settlement of any and all outstanding debts owed to
the Investors listed on Schedule A.
5. The Investors, on behalf of himself or herself and his or her
successors, assigns, administrators and representatives (the "Releasers") hereby
releases, remises, acquits and discharges forever, irrevocably and
unconditionally the Company and its respective affiliates, successors and
assigns (the "Releases"), from, against and with respect to any and all claims
which any of the Releasers has, ever had or may hereafter against the Releases
arising on or prior to the date of this Debt Restructuring Agreement or on
account of any matter arising out of any matter, cause or event occurring on or
prior to the date of this agreement; provided, however, that nothing in this
Section 5 will operate to release any obligation of the Investors arising under
this Agreement.
6. This Agreement shall be executed in multiple counterparts, and
by facsimile signature, when applicable, and shall be delivered by via
telecopier or overnight courier to the Company on or before 5:00 p.m. Tuesday,
October 12, 1999.
2
39
7. Debt conversion will only be acknowledged upon the
receipt of subscription agreements totaling $600,000 to purchase Common stock
from the Company. The closing of the conversion of the debt and the receipt of
the subscription agreements will occur on October 13, 1999.
COMPANY INVESTOR
/s/ XXXXXX GOLD
---------------------------- ------------------------------
XxxxXxxxxx.xxx, Inc.
3
40
Schedule A
----------
COMMON STOCK PURCHASE AGREEMENT
FORM OF SUBSCRIPTION
(TO BE SIGNED AND DELIVERED TOGETHER WITH PAYMENT TO EXERCISE
ON OR BEFORE NOVEMBER 19, 1999)
TO: XxxxXxxxxx.xxx, Inc.
The undersigned pursuant to the Debt Restructuring Agreement is granted the
right to purchase an amount of shares equal to the amount to the amount of
shares to be issued to Investor, upon conversion.
The undersigned hereby elects to purchase shares of common stock of
XxxxXxxxxx.xxx, Inc. at $0.25 per share and herewith makes payment of $
therefore, and requests that the certificate for such shares be issued in the
name of ________________________________and delivered to the following address:
________________________________________
________________________________________
________________________________________
The undersigned acknowledges that the right to purchase said common shares may
be freely transferred, subject to (i) the prior consent of the Company, which
consent may be withheld in the Company's discretion, and (ii) delivery of Form
of Transferor Endorsement attached as Schedule B.
The undersigned further acknowledges that the common shares are not registered
and the Company does not intend to register such shares, however, the
undersigned may freely transfer the shares after a period of one (1) year has
elapsed, for purposes of Rule 144 under the Securities Act of 1933, as amended.
Dated:___________________________
By:______________________________
4
41
Schedule B
----------
FORM OF TRANSFEROR ENDORSEMENT
(TO BE SIGNED ONLY UPON TRANSFER AND DELIVERED TO COMPANY TOGETHER WITH FORM OF
SUBSCRIPTION)
For value received, the undersigned hereby sells, assigns, and transfers unto
the person(s) named below under the heading "Transferees" the right represented
by the Debt Restructuring Agreement to purchase the number of shares of Common
Stock of XXXXXxxxxx.xxx, Inc. to which the Common Stock Purchase Agreement
relates specified under the headings "Percentage Transferred" and "Number
Transferred," respectively, opposite the name(s) of such person(s) and appoints
each such person Attorney to transfer its respective right on the books of
XXXXXxxxxx.xxx, Inc, with full power of substitution in the premises.
Transferees Percentage Number
----------- Transferred Transferred
----------- -----------
Dated:__________________________ By:______________________________________
Signed in the presence of:_______________________________
__________________________________
(Name)
__________________________________
(Address)
__________________________________
(City, State, Zip)
ACCEPTED AND AGREED:
[TRANSFEREE]
Dated:_____________________________ By:______________________________________
5
42
The undersigned holder ("Holder") of a Promissory Note issued by The
Recovery Network, Inc., a Colorado corporation ("RNET") on the date and in the
principal amount indicated below hereby agrees to surrender such Promissory
Note in exchange for the number of common shares ($.01 par value) of RNET set
forth below ("Exchange Shares").
As further consideration for the surrender of the Promissory Note, RNET
agrees to sell to the Holder up to a like number of Exchange Shares at the
written election of the Holder made within forty-five (45) days of the date
hereof at a per share price of $.25.
The above described surrender of the Promissory Note is contingent on
RNET having actually received funds of $600,000 on or before October __, 1999
from the sale of RNET common shares ($.01 par value) at a sales price of $.25
per share.
Promissory Note Principal Amount: $36,020.49
Promissory Note Date: DEC. 11/98
Exchange Shares: 144,082
Dated: October __, 1999
HOLDER
ZAKENI LIMITED
-----------------------------------
Print Name
By:
--------------------------------
THE RECOVERY NETWORK, INC.
By:
--------------------------------
Its:
-------------------------------
43
The undersigned holder ("Holder") of a Promissory Note issued by The
Recovery Network, Inc., a Colorado corporation ("RNET") on the date and in the
principal amount indicated below hereby agrees to surrender such Promissory
Note in exchange for the number of common shares ($.01 par value) of RNET set
forth below ("Exchange Shares").
As further consideration for the surrender of the Promissory Note, RNET
agrees to sell to the Holder up to a like number of Exchange Shares at the
written election of the Holder made within forty-five (45) days of the date
hereof at a per share price of $.25.
The above described surrender of the Promissory Note is contingent on
RNET having received subscription agreements on or before October __, 1999 for
the sale of 2,400,000 RNET common shares ($.01 par value) at a sales price of
$.25 per share, which sale shall actually close on or before ____________, 1999.
Promissory Note Principal Amount: $17,445.98
Promissory Note Date: 12/10/98
Exchange Shares: 69,784
Dated: October 13, 1999
HOLDER
The SARGON FUND
-----------------------------
Print Name
By: [signature illegible]
--------------------------
THE RECOVERY NETWORK, INC.
By:
--------------------------------
Its:
-------------------------------
44
The undersigned holder ("Holder") of a Promissory Note issued by The
Recovery Network, Inc., a Colorado corporation ("RNET") on the date and in the
principal amount indicated below hereby agrees to surrender such Promissory
Note in exchange for the number of common shares ($.01 par value) of RNET set
forth below ("Exchange Shares").
As further consideration for the surrender of the Promissory Note, RNET
agrees to sell to the Holder up to a like number of Exchange Shares at the
written election of the Holder made within forty-five (45) days of the date
hereof at a per share price of $.25.
The above described surrender of the Promissory Note is contingent on
RNET having received subscription agreements on or before October __, 1999 for
the sale of 2,400,000 RNET common shares ($.01 par value) at a sales price of
$.25 per share, which sale shall actually close on or before ___________, 1999.
Promissory Note Principal Amount: $54,027.80
Promissory Note Date: December 11, 1998
Exchange Shares: 216,111
Dated: October 12, 1999
XXXXXX
XXXXXXX FUNDS S.A.
--------------------------------
Print Name
By: /s/ XXXXXXXX XXXXXX
-----------------------------
Xxxxxxxx Xxxxxx, Director
THE RECOVERY NETWORK, INC.
By:
--------------------------------
Its:
-------------------------------
45
The undersigned holder ("Holder") of a Promissory Note issued by The
Recovery Network, Inc., a Colorado corporation ("RNET") on the date and in the
principal amount indicated below hereby agrees to surrender such Promissory
Note in exchange for the number of common shares ($.01 par value) of RNET set
forth below ("Exchange Shares").
As further consideration for the surrender of the Promissory Note, RNET
agrees to sell to the Holder up to a like number of Exchange Shares at the
written election of the Holder made within forty-five (45) days of the date
hereof at a per share price of $.25.
The above described surrender of the Promissory Note is contingent on
RNET having received subscription agreements on or before October __, 1999 for
the sale of 2,400,000 RNET common shares ($.01 par value) at a sales price of
$.25 per share, which sale shall actually close on or before ____________, 1999.
Promissory Note Principal Amount: $54,027.80
Promissory Note Date: December 11, 1998
Exchange Shares: 216,111
Dated: October 12, 1999
HOLDER
ANSTOST ANSTALT XXXXXX
--------------------------------
Print Name
By: /s/ XXXXXX XXXXX
-----------------------------
Xxxxxx Xxxxx, Representative
THE RECOVERY NETWORK, INC.
By:
--------------------------------
Its:
-------------------------------
