Exhibit 10.94
September 29, 1999
Telos Corporation (the "Company") would like to provide you and certain
other investors with the opportunity to exchange the subordinated Note(s)
purchased from the Company (each a "Note" and collectively the "Notes") into
shares of common stock, par value $.01 per share (the "Common Stock"), of the
Company's majority-owned subsidiary, Enterworks, Inc., a Delaware corporation
("Enterworks"), in accordance with the terms of this letter agreement. By
signing and returning this letter agreement and tendering your Note(s) to the
Company, you will become entitled to receive, in exchange for the outstanding
principal amount and all accrued but unpaid interest under the tendered Note(s)
through the conversion date (the "Conversion Date"), that number of shares of
Common Stock equal to the outstanding principal amount of the Note(s) you
tender. For example, if the outstanding principal amount under your Note(s) is
$100 and accrued but unpaid interest thereon is $5 as of the Conversion Date,
you will be entitled to receive 100 shares of Common Stock upon conversion and
cancellation of such Note(s) on the Conversion Date.
On the date of the first closing in the currently proposed private
placement (the "Private Placement"), the Company will transfer to you one or
more Common Stock share certificates evidencing the number of shares to which
you are entitled in connection with this exchange. You are the holder of a
Note(s) in the amount of (dollars) dollars, therefore your Note(s) would be
converted into (shares) shares of Common Stock. The Common Stock to be issued
to you in exchange for your Note(s) will have and be subject to the same rights,
preferences, limitations and restrictions under the Articles of Incorporation of
Enterworks as the Common Stock of Enterworks into which the convertible
preferred stock proposed to be issued in connection with the Private Placement
will be convertible. In addition, you will be entitled to become a party to, and
obtain the same rights and benefits with respect to your shares of Common Stock
of Enterworks under, any stockholders agreement or similar agreement or
arrangement (whether written or oral) as any investor in the Private Placement
providing for, among other things, registration, pre-emptive, co-sale or other
similar rights or benefits. The Company will provide you with a schedule of
shareholders as soon as practical following the closing of the Private
Placement.
If you wish to have your Note(s) converted into shares of Common Stock,
please countersign this letter in the signature block below, request a
Conversion Date on or after October 1, 1999, provide all other information
requested below and return this letter agreement to me along with your original
Note(s) at your earliest convenience, but not later than September 27, 1999. If
you do not request a Conversion Date after October 1, 1999, or request a
Conversion Date that occurs after the date of the first closing in connection
with the Private Placement, you agree that your Note(s) will be exchanged on the
date of the first closing to occur in connection with the Private Placement. If
you do not wish to convert your Note(s), the courtesy of a response is
nonetheless appreciated.
By signing below, you (i) agree and acknowledge that the shares of
Common Stock you receive will not be registered under the Securities Act of
1933, as amended (the "Securities Act"), or applicable state securities laws,
are aware that you cannot sell, assign, transfer or otherwise dispose of such
shares unless they are registered under the Securities Act and applicable state
securities laws or an opinion is given by counsel satisfactory to the Company
that such registration is not required, and agree that the certificates
evidencing the shares will contain a legend to the foregoing effect, (ii)
represent that you have substantial knowledge and experience in making
investment decisions of this type and are capable of evaluating the merits and
risks of this exchange, and (iii) have been offered an opportunity to ask
questions and receive answers from Enterworks' and the Company's management to
your complete satisfaction.
Neither the Company nor Enterworks can assure you that Enterworks will
receive any funds in connection with the Private Placement, and therefore the
Company must, and does, retain the right to terminate this agreement to exchange
your Note(s) at any time by written notice to you for any reason, in which case
the Company will tender your Note(s) back to you as soon as practicable
thereafter. Furthermore, the Company will terminate this agreement (and tender
your Note(s) back to you) if an amount of funds equal to or greater than $15
million is not raised in the above referenced Private Placement. In any event,
the Company will tender your Note(s) back within 90 days of the date of this
letter agreement in the event the Conversion Date does not occur prior to such
time. Please let us know your decision at your earliest convenience. I
appreciate your attention to this matter.
Very truly yours,
Xxxxxxx X. X. Xxxxxxxx
Vice President and General Counsel
By signing below, I agree that my Note(s) may be converted into shares
of Common Stock on the date of the first closing in connection with the Private
Placement, or on ___________________ (insert Conversion Date) as set forth in
this letter agreement and that in such event the Note(s) attached hereto will be
cancelled by the Company on the Conversion Date. Please issue my share
CERTIFICATE(S) TO (insert name of person or entity in whose name the share
certificates should be issued).
AGREED AND ACKNOWLEDGED,
FOR INVESTORS OTHER THAN NATURAL PERSONS:
ATTEST: _________ [INSERT NAME OF INVESTOR]
_________________________ By:__________________________
_________ Name:
_________ Title:
FOR INVESTORS WHO ARE NATURAL PERSONS:
WITNESS: _________ [INSERT NAME OF INVESTOR]
---------------------- -----------------------------
Name: _________ Name:
