SHARE EXCHANGE AGREEMENT
THIS AGREEMENT (the "AGREEMENT"), made and entered into as of September
30, 1999, by and among ACCESS POWER, INC., a Florida corporation (the "COMPANY")
and Xxxxx Xxxxx, a resident of Florida (the "SHAREHOLDER"),
W I T N E S S E T H :
WHEREAS, the Company intends to enter into a Securities Purchase
Agreement, dated the date hereof with the purchaser named therein, the
Shareholder and certain other shareholders of the Company (the "SECURITIES
PURCHASE AGREEMENT"), providing for the issuance of the securities specified
therein, including debentures ("DEBENTURES") convertible into, and warrants
("WARRANTS") exercisable for, shares of Common Stock of the Company ("COMMON
SHARES"); and
WHEREAS, in order to consummate the purchase of the Debentures and
Warrants the purchaser thereof is requesting that the Company increase its
available authorized but unissued shares of Common Stock; and
WHEREAS, the Company must reacquire shares of its Common Stock to
increase its authorized Common Stock within the time necessary to consummate the
transactions contemplated in the Securities Purchase Agreement; and
WHEREAS, Shareholder is willing to exchange Common Shares currently
held by Shareholder for Series B Convertible Preferred Stock of the Company
("PREFERRED STOCK"), immediately prior to the closing of the Securities Purchase
Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties, intending
to be legally bound, hereby agree as follows:
1. EXCHANGE OF SHARES.
Immediately prior to the closing of the Securities Purchase
Agreement:
(a) Shareholder will sell, transfer, and assign to Company all
of Shareholder's right, title, and interest in and to that number of Common
Shares indicated next to his signature below and currently held by Shareholder
(the "EXCHANGE SHARES") and shall deliver the certificate(s) representing
ownership of the Exchange Shares to the Company at its principal office.
(b) The Company shall issue to Shareholder that number of
shares of Preferred Stock indicated next to his signature below (the "PREFERRED
SHARES") in exchange for the Exchange Shares.
2. CONVERSION OF PREFERRED SHARES.
(a) Shareholder shall not be entitled to convert any of the
Preferred Shares into Common Shares prior to the expiration of the Restriction
Period, as defined in Section 5.v of the Securities Purchase Agreement.
(b) Shareholder shall immediately convert all of the Preferred
Shares into Common Shares upon the expiration of the Restriction Period, or as
soon thereafter as the Company has available Common Shares for issuance upon
such conversion.
3. SUCCESSORS AND ASSIGNS.
All of the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of and be enforceable by the successors
and assigns of the Company and Shareholder.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
ACCESS POWER, INC.
By: /s/ Xxx X. Xxxxx
Title:
Number of Common Shares
to be exchanged: SHAREHOLDER:
2,662,000 /s/ Xxxxx Xxxxx
Print Name: Xxxxx Xxxxx
Number of shares of Series B
Convertible Preferred Stock
to be issued in exchange:
2,662
Schedule of Agreements
A Share Exchange Agreement in this form also was entered into on
September 30, 1999 with the below-named officers and directors with respect to
the number of shares indicated:
Shares of Common Shares of Series B Convertible
Name Stock Exchanged Preferred Stock Issued
---- --------------- ----------------------
Xxxxxxx Xxxxxxxx 450,000 450
Xxx Xxxxx 640,000 640
Xxxxxx Xxxxxx* 200,000 200
* Section 2(a) of Xx. Xxxxxx'x agreement varies from the above form and reads as
follows:
"Shareholder shall not be entitled to convert any of the Preferred Shares into
Common Shares until the earlier to occur of (i) the expiration of the
Restriction Period, as defined in Section 5.v of the Securities Purchase
Agreement, and (ii) such time as the undersigned Shareholder, Xxxxxx Xxxxxx, is
not an employee or independent contractor of the Company or in any other manner,
directly or indirectly, receives payment for services rendered to the Company."
