Exhibit 10.15 Exchange Agreement between us and ▇▇▇▇▇▇ Capital Investments, Ltd.
EXCHANGE AND CONVERSION AGREEMENT
BETWEEN
TELEMETRIX INC.
AND
▇▇▇▇▇▇ CAPITAL MANAGEMENT
THIS EXCHANGE AND CONVERSION AGREEMENT (hereinafter called this "Agreement")
made and entered into as of this 26 day of May, 2003 by and among TELEMETRIX
INC., a Delaware corporation with offices at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ("the Company"), and ▇▇▇▇▇▇ CAPITAL MANAGEMENT, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ("BCM").
WHEREAS, the Company has been organized as a Delaware corporation for the
primary purpose of engaging in the telecommunications business; and
WHEREAS, the Company and BCM have entered into certain loan agreements
("notes"), a schedule of which is identified as Exhibit 1 and is attached to and
made a part of this agreement; and
WHEREAS, the Company has agreed upon the terms and conditions set forth herein,
to an exchange of the notes held by BCM for shares of the common and preferred
capital stock of the Company; and
WHEREAS, the Company and BCM mutually desire to set forth their agreements and
understandings with respect to such exchange of notes for shares of the common
capital stock of the Company and to provide for certain rights of BCM in
connection therewith;
NOW, THEREFORE, for and in consideration of the premises and of the mutual
agreements, provisions and covenants herein contained and the mutual benefits
derived therefrom, the parties hereto do covenant and agree as follows:
1. Capital Structure of the Company. The Company is a Delaware corporation
authorized by its Certificate of Incorporation, to issue 25,000,000 shares
of Common Stock ("Common Stock"), par value $.001 per share, of which
18,486,176 are outstanding and 5,000,000 shares of Preferred Stock, par
value of $.001 per share, of which 0 shares are outstanding.
2. Exchange of notes for Common Stock. As of the date of this agreement, BCM
shall surrender to the principal office of the Company (or such other
office or agency of the Company as the Company may designate by notice in
writing to the holder or holders of the Common Stock of the Company) all
certificates representing all shares of Common Stock which have been issued
by the Company to ▇▇▇▇▇▇ Capital Management, ▇▇▇▇▇ ▇▇▇▇▇▇, his heirs,
successors or assigns which correspond or were issued in connection or
association with the schedule of notes attached hereto as Exhibit 1, and
shall exchange without further cost all notes and shares of Common Stock
issued as consideration for any of the notes listed in Exhibit 1, for
632,002 shares of Common Stock of the Company and 17,906.7 shares of
Preferred Stock. This agreement does not contemplate the surrender of any
shares of stock which are held by BCM and which were not a part of any
transactions between BCM and the Company, and which shares are held by BCM
as either restricted or unrestricted shares of Common Stock.
3. Authorization of Issuance of Preferred Stock. This exchange calls for the
issuance of Preferred Stock. The Company shall promptly take such steps as
may be necessary or appropriate under the laws of Delaware and the federal
securities laws to permit the issuance of the Preferred Stock. If the
authorization and issuance of such Preferred Stock requires an amendment to
the Company's Certificate of Incorporation and the adoption by the
stockholders of such amendment, the Company shall immediately initiate the
necessary and required documents and corporate meetings. The Preferred
Stock shall be non-voting stock.
4. Option of BCM for Registration or Exchange of Stock. At any time, and
subject to the terms set forth in paragraph 5 of this document, BCM shall
have the right by providing written notice to the Company to have the
Company register in accordance with Paragraph 6 hereof all or any part of
the Common Stock owned by BCM. if any, held by BCM on a registration
statement in compliance with the Securities Act of 1933 in order to permit
the sale or distribution of such stock.
5. Registration of Stock. If the Company shall receive from BCM a written
request that the Company register Common Stock under a registration
statement in compliance with the Securities Act of 1933 as provided in
paragraph 6 hereof, in order to permit the sale or distribution of such
stock, the Company, as soon as practicable after giving written notice to
BCM (which notice shall be given by the Company within ten (10) days after
receipt of the written request for registration from BCM) that it has
elected to file a registration statement for the Common Stock held by BCM
pursuant to this paragraph, will use its best efforts to effect such
registration and qualify the Common Stock in such jurisdictions as may be
requested by BCM. Any such registration of shares requested by BCM may
include shares of Common Stock owned by other shareholders of the Company.
100,000 (One Hundred Thousand) shares in the aggregate is the minimum
number of shares that may be included in any registration. Each selling
shareholder shall bear a pro rata portion of all costs and expenses paid to
third parties (other than those paid to any affiliate or subsidiary of the
Company or any shareholder thereof) for registration and filing fees,
printing expenses, fees and disbursements of counsel, and any accounting
fees incident to or required by the registration or qualification.
Underwriting discounts and commissions shall be the pro rata expense of
each selling shareholder. The Company shall keep effective and maintain any
such registration statement for such period and to the extent as BCM may
deem necessary for the purpose of selling or disposing of the shares, and
from time to time during such period shall amend or supplement the
prospectus used in connection therewith to the extent necessary in order to
comply with the applicable law. The Company shall be required to comply
with the above registration provisions only once, except that if BCM
receives a Warrant which it is not entitled to exercise until after the
registration statement has become effective, then BCM shall be entitled to
a second registration to cover Common Stock acquired by it upon exercise of
the Warrant an any other shares of Common Stock then still owned by BCM.
Should the Company at any time seek to register all or any part of its
Common Stock under a registration statement in compliance with the
Securities Act of 1933, without having been requested to do so by BCM, in
accordance with this paragraph, BCM may (in addition to its registration
rights set forth above) add any or all of such shares of the Company as it
may own to any such registration. The Company shall bear all costs and
expenses for registration and filing fees, printing expenses, fees and
disbursements of all counsel and any accounting fees, including expenses of
any special audit, incident to or required by any registration not
requested by BCM. Underwriting discounts and commissions shall be the pro
rata expense of such selling shareholder.
6. Indemnification. Prior to the effective date of any registration statement
relating to any of the shares of Common Stock owned by BCM, the Company and
BCM shall enter into an agreement providing for reciprocal indemnification
against any losses, claims, damages or liabilities to which the Company or
BCM (or controlling persons thereof) may become subject under the
Securities Act of 1933, as amended, or otherwise, in the form of reciprocal
indemnification provisions which customarily appear in underwriting
agreements used by reputable investment bankers.
7. Acquisition for investment. BCM hereby agrees that the shares of Common
Stock are being acquired for its own account and not with a view to the
distribution or resale thereof and the same shall not be sold or
transferred in the absence of an effective registration statement under the
Securities Act of 1933 unless an exemption therefrom is available.
8. Agreements Relating to Rule 144. If and so long as the Company has
securities registered pursuant to the Securities Act of 1933, the Company
will (a) file reports in compliance with the Securities Exchange Act of
1934, and (b) at its expense, forthwith upon the request of BCM, deliver to
BCM a certificate, signed by the Company's principal financial officer,
stating (i) Company's name, address and telephone number (including area
code), (ii) the Company's Securities and Exchange identification number,
(iii) the Company's Securities and Exchange Commission file number, (iv)
the number of shares of stock (and other securities) outstanding as shown
by the most recent report or statement published by the Company and (v)
whether the Company has filed the reports required to be filed under the
Securities Exchange Act of 1934 for a period of at least ninety (90) days
prior to the date of such certificate and in addition has filed the most
recent annual report required to be filed thereunder. If at any time,
subsequent to the exchange of BCM's notes for Common Stock, the Company is
not required to file reports in compliance with either Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, the Company, at its
expense will, forthwith upon the written request of BCM, make available
adequate current public information with respect to the Company within the
meaning of paragraph (c)(2) of Rule 144 of the General Rules and
Regulations promulgated under the Securities Act of 1933.
9. Transfer of Common Stock by BCM. It is expected that BCM shall and BCM
shall at any time be permitted without any approval, consent or action of
the Company to, sell, transfer or assign all or any part of the Common
Stock or other voting or non-voting equity securities of the Company then
owned by BCM to other individuals, corporations or other entities;
provided, however, in the event of a sale, transfer or assignment by BCM of
any of its shares of Common Stock, BCM shall, in the absence of an
effective registration statement under the Securities Act of 1933 covering
such shares, provide the Company with an opinion of counsel, satisfactory
in form and substance to the Company and its counsel, to the effect that
such sale, transfer or assignment will not require that such securities be
registered under the Securities Act of 1933. Any such assignee, in
proportion to its ownership of the Common Stock or other voting or
non-voting equity securities, shall be entitled to exercise or acquire all
of the rights or interests which may be exercised or acquired by BCM
pursuant to the terms of this Agreement; provided, however, that the right
to request mandatory registration under paragraph 5 shall be exercisable
only by the then owners of a majority interest of the Common Stock
previously held by BCM.
10. Notices and Addresses. All notices or other communications in connection
herewith shall be in writing and shall be mailed by first class or air
mail, postage prepaid to the following addresses and to the attention of
the party in question:
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ Capital Management
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
Or at such other addresses as may have been furnished to the other parties
in writing.
11. No additional Classes of Common Stock. The Company shall not create any
additional classes of common capital stock.
12. Termination of Agreement. This Agreement shall terminate only upon the
exercise by BCM of all of its rights for registration or exchange of stock
as set forth in paragraphs 2, 4 and 5 hereof or by the mutual written
consent of the Company and BCM.
13. Amendments. This agreement may be amended only by written amendment signed
by BCM and the Company.
14. Complete Agreement. This Agreement contains all of the Agreements and
understandings between the parties here-to relative to the transaction
contemplated herein.
15. Choice of Law. This agreement and all matters pertaining thereto shall be
construed under he laws of the State of Nebraska.
16. Signatures. This Agreement may be executed in counterparts, with each such
duly executed counterpart having the same validity, force and effect as the
original.
17. Facsimile. A facsimile copy of this document and any signatures shall be
considered for all purposes and intent as legal and binding originals.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the
date first above written.
▇▇▇▇▇▇ Capital Management Telemetrix Inc.
/s/▇▇▇▇▇ ▇▇▇▇▇▇ /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
Telemetrix Inc. Telemetrix Inc.
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman
Secretary Board of Directors
EXHIBIT 1
Total 03/31/2003
Date of Interest Accrued Share price
Note # Loan Rate Principal Int. Total at $0.15
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30-01 (31) 04/06/2001 ▇▇▇▇▇▇ Capital Mgmt 10.00% 75,000.00 15,750.00 90,750.00 605,000
30-02 (32) 04/30/2000 ▇▇▇▇▇▇ Capital Mgmt 10.00% 50,000.00 10,500.00 60,500.00 403,333
30-03 (33) 05/30/2001 ▇▇▇▇▇▇ Capital Mgmt 10.00% 30,000.00 6,300.00 36,300.00 242,000
30-04 (34) 06/14/2001 ▇▇▇▇▇▇ Capital Mgmt 10.00% 80,000.00 16,800.00 96,800.00 645,333
30-05 07/02/2001 ▇▇▇▇▇▇ Capital Mgmt 10.00% 25,000.00 5,250.00 30,250.00 201,667
30-06 07/31/2001 ▇▇▇▇▇▇ Capital Mgmt 10.00% 64,000.00 13,440.00 77,440.00 516,267
30-07 08/21/2001 ▇▇▇▇▇▇ Capital Mgmt 10.00% 25,000.00 5,250.00 30,250.00 201,667
30-08 10/26/2001 ▇▇▇▇▇▇ Capital Mgmt 10.00% 20,105.64 4,222.18 24,327.82 162,185
067 01/30/2002 ▇▇▇▇▇▇ Capital Mgmt 10.00% 50,000.00 10,500.00 60,500.00 403,333
071 07/12/2002 ▇▇▇▇▇▇ Capital Mgmt 10.00% 24,963.59 1,816.79 26,780.38 178,536
072 07/30/2002 ▇▇▇▇▇▇ Capital Mgmt 10.00% 25,000.00 1,694.44 26,694.44 177,963
073 08/06/2002 ▇▇▇▇▇▇ Capital Mgmt 10.00% 8,000.00 526.67 8,526.67 56,844
074 08/21/2002 ▇▇▇▇▇▇ Capital Mgmt 10.00% 35,000.00 2,158.33 37,158.33 247,722
075 09/04/2002 ▇▇▇▇▇▇ Capital Mgmt 10.00% 16,000.00 924.44 16,924.44 112,830
11/07/2002 ▇▇▇▇▇▇ Capital Mgmt 10.00% 3,500.00 140.00 3,640.00 24,267
12/06/2002 ▇▇▇▇▇▇ Capital Mgmt 10.00% 5,000.00 159.72 5,159.72 34,398
Totals 95,432.59 632,001.82 4,213,345
*Total Shares 4,213,345
*This number is after adjustment to the conversion value of the notes,
reflecting an interest rate of 10% on all notes, interest computed on an
annually compounded basis through March 31, 2003.
