EXHIBIT 10.19
INVESTMENT AGREEMENT
This Investment Agreement is dated as of May 19, 2000 and is entered into
by and among Capsule Communications, Inc. (the "Company"), Gold & Xxxxx
Transfer, S.A. ("G&A") and Foundation for the International Non-governmental
Development of Space ("FINDS" and, together with G&A, "Investors").
Intending to be legally bound, the parties hereto agree as follows:
1. On the date hereof, the Company shall issue to G&A and FINDS 666,667 and
333,333 shares of the Company's common stock ("Common Stock"), respectively, in
full payment of the outstanding principal of, and accrued interest on, the loans
previously made by G&A and FINDS to the Company in the respective original
principal amounts of $1.0 million and $500,000. Investors acknowledge that the
shares of Common Stock to be issued to them pursuant to this Paragraph 1 have
not been registered under the Securities Act of 1933 or any state securities
laws, and are being acquired by them for their own account for investment
purposes and without a view to distribution.
2. Investors jointly and severally agree to purchase from the Company
additional shares of Common Stock in two installments for an aggregate purchase
price of $3.0 million, as follows:
a. On June 30, 2000, Investors will wire to the Company the aggregate
sum of $1.5 million, and in exchange therefor the Company will issue to
Investors, in such proportions as Investors may specify, a number of shares of
Common Stock equal to the quotient (rounded so as to avoid fractional shares)
that results from dividing $1.5 million by the higher of (i) the 30-trading day
average closing sale price of the Common Stock for the period ending at the
close of business on June 29, 2000 and (ii) $1.25.
b. On or before December 29, 2000, but in no event prior to September
29, 2000 Investors will wire to the Company upon 10 days prior notice from the
Company, the aggregate sum of $1.5 million, and in exchange therefor the Company
will issue to Investors, in such proportions as Investors may specify, a number
of shares of Common Stock equal to the quotient (rounded so as to avoid
fractional shares) that results from dividing $1.5 million by the higher of (i)
the 30-trading day average closing sale price of the Common Stock for the period
ending at the close of business the day prior to the investment and (ii) $1.25.
3. Investors acknowledge that the shares of Common Stock that they will
acquire pursuant to Paragraph 2 will not have been registered under the
Securities Act of 1933 or any state securities laws, and represent and warrant
that they are acquiring such shares for their own account for investment
purposes and without a view to distribution.
4. The obligation of Investors and the Company under Paragraph 2 may be
terminated at the election of Investors or the Company in the event that the
Company is acquired, whether by merger or other business combination.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
capsule communications, inc.
By: /s/ X. X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: President & CEO
Gold & Xxxxx Transfer, S.A.
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Power of Attorney
Foundation for the International
Non-governmental Development of Space
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: President
