EXHIBIT 5
AGREEMENT AND CONSENT TO REDEEM SERIES A
PREFERRED STOCK AND DEBENTURES
THIS NOTICE OF REDEMPTION, CONSENT AND AMENDMENT AGREEMENT (this
"Agreement") dated as of December 31, 1998, is by and between VITAFORT
INTERNATIONAL CORPORATION, a Delaware corporation (the "Company"), and each of
Sovereign Partners Limited Partnership ("Sovereign") and Dominion Capital Fund,
Ltd. ("Dominion"). Sovereign and Dominion are sometimes collectively referred
to herein as the Purchasers.
WHEREAS, the Company and the Purchasers entered into certain Subscription
Agreements and Sovereign received an assignment from FT Trading whereby
Sovereign currently owns 1,086 shares of the Company's Series A Preferred Stock,
par value $.10 per share (the "Series A Preferred Stock") and Dominion currently
owns 500 shares of the Series A Preferred Stock.
WHEREAS, the Company and Dominion entered into a certain Subscription
Agreement whereby Dominion currently owns a 6% Convertible Debenture (the
"Debenture") in the amount of $548,352 together with accrued interest and
liquidated damages.
WHEREAS, the Purchasers acknowledge that the Company intends to redeem the
entire Debenture and all shares of the Series A Preferred Stock held by
Sovereign and Dominion, for the total redemption price of $2,300,000 (the
"Redemption"). Sovereign and Dominion shall receive Swiss Securities (as that
term is defined in the Common Stock Purchase Agreement of even date herewith)
with a combined current market value totaling in the aggregate a market value of
at least $ 2,300,000 US, instead of $2,300,000 US in cash.
WHEREAS, the Company and the Purchasers have agreed to amend any documents
as necessary to effect the Redemption.
NOW, THEREFORE, in consideration of the above premises and the mutual
promises contained herein, each of the parties hereto agrees as follows:
(1) Prohibition on Conversions. The Purchasers agree that they will
not convert any additional shares of the Series A Preferred Stock
after January 15, 1999, or prior to the close of business on January
8, 1999, (the "Redemption Period"), and that any Notices of Conversion
sent by the Purchasers or received by the Company representing a
conversion during that period, except for conversion notices
outstanding as of December 31, 1998, shall be considered null and
void.
(2) Notice of Intent to Redeem. The Company hereby notifies the
Purchasers of its intent to redeem the outstanding shares of the
Series A Preferred Stock, in whole or in part, at any time from the
date hereof until January 15, 1999. The Company will effect the
Redemption by having delivered to Purchaser's accounts at Dresdner
Bank in Switzerland that amount of Swiss Securities necessary for the
Redemption. When the necessary amount of Swiss Securities have been
received into the Purchasers' accounts at Dresdner Bank (the
"Redemption Date"), interest shall cease to accrue on those Shares
being redeemed and the Purchaser shall have no further rights as to
those Shares and Debentures that have been redeemed. The Purchasers
hereby agree that this Agreement shall satisfy the notice of
redemption provisions contained in the Subscription Agreements and the
Certificate of Designation, and that no further action or notice
period on the part of the Company is required to effect the Redemption
except for the delivery of the necessary amount of Swiss Securities to
the Escrow Agent; provided, however, that if the Company does not
consummate the Redemption during the Redemption Period, the Company
shall not be considered in breach of the Subscription Agreements or
Certificate of Designation and those agreements shall remain in full
force and effect upon the expiration of the Redemption Period.
IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement
as of the day and year first above written.
Sovereign Partners Limited Partnership Dominion Capital Fund, Ltd.
By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxx Xxx
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Name: Xxxxxxx Xxxxx Name: Xxxx Xxx
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Its: Its: Inter Carribean Services
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(Bahamas) Ltd.
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VITAFORT INTERNATIONAL CORPORATION
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx its CEO duly authorized
