Exhibit 10.49
AMENDMENT TO
SECURITIES PURCHASE AGREEMENT
THIS AMENDMENT, dated as of June 11, 1999 (the "AGREEMENT"), to
Securities Purchase Agreement, dated as of April 13, 1998 (the "PURCHASE
AGREEMENT"), is entered into by and between NHancement Technologies Inc., a
Delaware corporation (the "COMPANY"), with its headquarters located at 00000
Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000, and each entity named
on the signature pages hereto (each a "BUYER" and collectively, the "BUYERS").
R E C I T A L S
WHEREAS, the Company, together with AMRO International S.A. and The
Endeavour Capital Fund S.A. (the "INITIAL SUBSCRIBERS"), previously entered
into the Purchase Agreement, pursuant to the terms of which a total of
$3,000,000 of Series A Convertible Preferred Stock, $0.01 par value per
share, of the Company (the "CONVERTIBLE PREFERRED STOCK") was offered for
sale to the Initial Subscribers.
WHEREAS, a total of $1,250,000 of the Convertible Preferred Stock was
acquired by the Initial Subscribers pursuant to the Purchase Agreement.
WHEREAS, the Company and the Initial Subscribers agreed pursuant to the
terms of that certain Payment and Termination Agreement, dated September 24,
1998, to terminate the obligation of the Initial Subscribers to purchase the
remaining $1,750,000 of Convertible Preferred Stock (hereinafter referred to
as the "ADDITIONAL PREFERRED STOCK") and to terminate the operation of
certain other provisions of the Purchase Agreement.
WHEREAS, the Company and the Initial Subscribers wish to reinstate the
provisions of the Purchase Agreement, subject to the provisions of this
Agreement, to provide for the sale to the Buyers of the Additional Preferred
Stock, which will be convertible into shares of Common Stock, $0.01 par value
per share, of the Company, upon the terms and subject to the conditions of
such Convertible Preferred Stock.
WHEREAS, each of the Initial Subscribers wishes to assign to the Buyers
other than the Initial Subscribers (each, an "ASSIGNEE"), the Assigned
Interests (as defined in Section 1.2 below), and each of the Assignees is
willing to assume a portion of the Initial Subscribers' obligations with
respect to the Assigned Interests, all on the terms and conditions
hereinafter set forth.
WHEREAS, the Company and the Buyers are executing and delivering this
Agreement in accordance with and in reliance upon the exemption from
securities registration afforded, INTER ALIA, by Rule 506 under Regulation D
as promulgated by the United States Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933, as amended (the "1933 ACT"), and/or
Section 4(2) of the 1933 Act.
WHEREAS, the stockholders of the Company have approved of the sale of a
total of $3,000,000 of Convertible Preferred Stock and the issuance of all
shares of Common Stock issuable upon conversion thereof at a special meeting
of the stockholders held on April 12, 1999.
NHancement Technologies Inc.
Amendment to Securities Purchase Agreement
Page 2
WHEREAS, capitalized terms used but not otherwise defined herein shall
have the respective meanings assigned to such terms in the Purchase Agreement.
A G R E E M E N T
NOW THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. REINSTATEMENT OF PURCHASE AGREEMENT; ASSIGNMENT.
1.1 REINSTATEMENT OF PURCHASE AGREEMENT. The terms and
provisions of the Purchase Agreement are hereby reinstated, subject to the
provisions contained in this Agreement.
1.2 ASSIGNMENT.
1.2.1 Each of the Initial Subscribers hereby assigns to the
Assignees (allocated as provided below) such Initial Subscriber's rights to
acquire the Additional Preferred Stock in excess of the Additional Preferred
Stock specified on such Initial Subscriber's signature page hereto and the
related rights of the Initial Subscriber under the Transaction Agreements (as
defined in the Purchase Agreement). The rights assigned pursuant to the
immediately preceding sentence are referred to as the "Assigned Interests."
The portion of the Assigned Interests allocated to each of the Assignees is
based on the shares of the Additional Preferred Stock specified on such
Assignee's signature page hereto.
1.2.2 In consideration of the aforesaid assignments by the
Initial Subscribers, each of the Assignees is assuming the obligations to
purchase the portion of the Additional Preferred Stock equal to the
Additional Preferred Stock specified on such Assignee's signature page hereto
and the related obligations under the Transaction Agreements.
1.2.3 The Company, by its execution of this Agreement,
hereby consents to the assignment of the rights of the Initial Subscribers to
the Assignees and the assumption by the Assignees of the obligations of the
Initial Subscribers with respect to the Assigned Interests. In furtherance
of the foregoing provisions of this Section 1.2, and not in limitation
thereof, the Company acknowledges and agrees that (x) the Company will not
look to either of the Initial Subscribers with respect to any obligations to
purchase the Assigned Interests; and (y) all terms of the Transaction
Agreements as may be relevant to the Additional Preferred Stock acquired by
the Assignees pursuant to this Agreement, including, but not necessarily
limited to, the provisions of Sections 5, 9, 10, 11 and 12 of the Purchase
Agreement, shall be enforceable by each of the Assignees, to the extent of
the interest assigned to and assumed by such Assignees as if they were Buyers
named therein.
2. PURCHASE AND SALE OF CONVERTIBLE PREFERRED STOCK. Each
undersigned Buyer agrees to purchase from the Company the number of shares of
Additional Preferred Stock, having the terms and conditions set forth in the
Company's Certificate of Designations, as amended (the "CERTIFICATE OF
DESIGNATIONS"). The purchase price per share for the Additional Preferred
Stock shall be $100.00 and shall be payable in United States Dollars (the
"PURCHASE PRICE").
NHancement Technologies Inc.
Amendment to Securities Purchase Agreement
Page 3
3. CLOSING. The closing of the purchase and sale of the Additional
Preferred Stock shall occur no later than June 14, 1999 (the "ADDITIONAL
CLOSING DATE"). On or prior to such date, each Buyer shall deliver to the
Escrow Agent, in immediately available good funds in United States Dollars,
the Purchase Price per share for the Additional Preferred Stock. The Escrow
Agent shall wire transfer to the Company, by no later than 3:00 p.m. eastern
daylight time on the Additional Closing Date, the aggregate Purchase Price
for the shares of Additional Preferred Stock, net of the fees described in
this Section 3. On or prior to the Additional Closing Date, the Company
shall deliver to the Escrow Agent certificates representing the shares of
Additional Preferred Stock, which certificates shall be delivered by the
Escrow Agent to the Buyers upon payment to the Company of the Purchase Price.
The obligations of the Escrow Agent hereunder shall be governed by the Joint
Escrow Instructions (the "JOINT ESCROW INSTRUCTIONS") attached to the
Purchase Agreement as Annex II; provided that paragraph (a)(i) of such Joint
Escrow Instructions is hereby amended and restated to read as follows:
"$150,000 in the aggregate, $25,000 of which shall be payable to Xxxxx
Xxxxxxx as a placement fee and the balance of which shall be payable to the
placement agent(s) designated by the Company"; provided further that
paragraph (b) is hereby deleted in its entirety. If the transaction fails to
close by 2:00 p.m. eastern daylight time, on June 15, 1999, the Escrow Agent
shall return the escrowed property to the persons delivering such property
into escrow.
4. AMENDMENT OF CERTIFICATE OF DESIGNATIONS. The Certificate of
Designations shall be amended to incorporate the provisions described in
Annex I to this Agreement.
5. ISSUANCE OF WARRANTS. Promptly following the Additional Closing
Date, for each $100,000 of Additional Preferred Stock purchased by a Buyer,
the Company shall issue to such Buyer warrants ("WARRANTS") to purchase
10,000 shares of the Common Stock of the Company. The maximum aggregate
number of shares Common Stock covered by the Warrants shall be 175,000
shares. The exercise price of a Warrant share shall be equal to 110% of the
average closing bid price of the Common Stock of the Company for the five (5)
trading days ending on the trading day immediately before the Additional
Closing Date. The Warrants shall be exercisable until the third anniversary
of the Additional Closing Date.
6. REGISTRATION OF COMMON STOCK. The Company shall prepare and file
with the SEC as soon as possible after the Additional Closing Date but no
later than 45 days following the Additional Closing Date (the "REQUIRED
FILING DATE"), either a Registration Statement on Form S-3 or an amendment to
its existing Registration Statement on Form S-3, in either event registering
for resale by the Buyers a sufficient number of shares of Common Stock for
the Buyers to sell the shares of Common Stock received upon conversion of the
shares of Additional Preferred Stock and in payment of dividends on the
Additional Preferred Stock. Such Registration Statement will also include for
resale shares of the Common Stock of the Company issuable upon exercise of
the Warrants and the Additional Warrants (as such term is defined in Section
12 below). The shares of Common Stock issuable to the Buyers upon conversion
of the Additional Preferred Stock or upon exercise of the Warrants shall be
deemed to be "Registrable Securities" as such term is defined in the
Registration Rights Agreement, dated as of April 13, 1998 (the "REGISTRATION
RIGHTS AGREEMENT"). The Company shall use its best efforts to cause such
Registration Statement to become effective with the SEC within the earlier of
(i) five (5) days after notice by the SEC that it may be declared effective
or (ii) one hundred five (105) days following the Additional Closing Date
(the "REQUIRED EFFECTIVE DATE"). If the Registration Statement covering the
Registrable Securities is not filed with the SEC by the Required Filing Date
or is not declared effective
NHancement Technologies Inc.
Amendment to Securities Purchase Agreement
Page 4
by the SEC by the Required Effective Date, then the Company shall pay to the
Buyers the Periodic Amount(s) (as such term is defined in the Registration
Rights Agreement) set forth in Section 2(b) of the Registration Rights
Agreement, and for such purposes, the Purchase Price shall be deemed to be
the Purchase Price of the Additional Preferred Stock contemplated by this
Agreement.
7. COMPANY REPRESENTATIONS. Except as set forth in Annex II to this
Agreement, the Company hereby confirms as of the date hereof the truth and
accuracy of the representations and warranties of the Company set forth in
Section 3 of the Purchase Agreement and, to the extent applicable, makes the
same representations and warranties with respect to this Agreement.
8. BUYERS' REPRESENTATIONS.
8.1 INITIAL SUBSCRIBERS. Each Initial Subscriber hereby confirms
as of the date hereof the truth and accuracy of its representations and
warranties as set forth in Section 2 of the Purchase Agreement and agrees to
its covenants and acknowledgements contained in Section 4 of the Purchase
Agreement. Without limiting the generality of the foregoing, each Initial
Subscriber acknowledges that it has had the opportunity to obtain and to
review the Company's Annual Report on Form 10-KSB for the fiscal year ended
September 30, 1998, the Company's Quarterly Reports on Form 10-QSB for the
quarters ended December 31, 1998 and March 31, 1999, the Company's Reports on
Form 8-K since September 30, 1998, and the Company's Proxy Statement relating
to its Special Meeting of Stockholders held on April 12, 1999 (collectively,
the "SEC FILINGS").
8.2 ASSIGNEES. Each Assignee represents and warrants to and
covenants and agrees with the Initial Subscribers and the Company (which,
upon its consent to the transactions contemplated by this Agreement, as
evidenced by its signature to this Agreement, shall be a third party
beneficiary of this Agreement), each of the representations, warranties,
covenants and agreements set forth in Sections 2 and 4 of the Purchase
Agreement, as if such representations, warranties, covenants and agreements
were set forth herein in full and as if such Buyer were a Buyer named
therein. In addition, and not in lieu thereof, each Buyer hereby further
represents and warrants that such Buyer (x) has reviewed this Agreement, the
Purchase Agreement, the Registration Rights Agreement, the Joint Escrow
Instructions, the Certificate of Designations and the charter documents of
the Company (collectively, the "TRANSACTION DOCUMENTS") and the SEC Filings,
(y) is not relying on any oral or written representations of either or both
of the Initial Subscribers in connection with the transactions contemplated
by the Purchase Agreement or this Agreement and (y) will look solely to the
Company for the performance of the terms of the Transaction Documents.
9. AGREEMENTS OF COMPANY. The Company hereby covenants and agrees
with Buyers to effect a reverse stock split of the capital stock of the
Company, resulting in a price per share of Common Stock of at least $1.50, in
the event that the minimum bid price of the Company's Common Stock on the
Nasdaq SmallCap Market System shall be less than $1.00 per share for a period
of thirty (30) consecutive business days. The Company hereby further
covenants and agrees with Buyers that if and only in the event that the
Company's Common Stock is delisted from the Nasdaq SmallCap Market System,
then during any period in which the shares of the Company's Common Stock are
delisted the Conversion Price shall mean the lesser of the Fixed Conversion
Price or the Market Conversion Price on the date the Conversion Rights are
exercised, and the Conversion Price shall not be subject to a floor of $0.60.
Capitalized terms used in the immediately preceding sentence shall have the
respective meanings
NHancement Technologies Inc.
Amendment to Securities Purchase Agreement
Page 5
assigned to such terms in the Certificate of Designations. The Company shall
file with the Secretary of State of the State of Delaware any amendments to
its Certificate of Designations required to implement the provisions set
forth in the immediately preceding sentence.
10. AGREEMENT OF BUYERS. Buyers acknowledge and agree that,
notwithstanding anything to the contrary contained in Section 4.f. of the
Purchase Agreement, the Company may use the proceeds from the sale of the
Additional Preferred Stock to make payments to Infotel Technologies Pte Ltd,
a wholly-owned subsidiary of the Company incorporated in Singapore
("INFOTEL"), or to the former shareholders of Infotel.
11. TERMINATION OF CERTAIN COVENANTS. The parties hereto agree that
Section 4.h. of the Purchase Agreement shall be deleted in its entirety and
of no further force and effect. In addition, the parties hereto agree that,
notwithstanding anything to the contrary contained in Section 4.j. of the
Purchase Agreement, the sole remedy of Buyers thereunder shall be to require
the Company to redeem any share of Unconverted Preferred Stock in an amount
calculated in accordance with clause (y) thereof.
12. REDEMPTION OF SHARES. Promptly following the Additional Closing
Date, for each $87,500 of the Additional Preferred Stock purchased by a
Buyer, the Company shall issue to such Buyer warrants (the "ADDITIONAL
WARRANTS") to purchase 10,000 shares of the Common Stock of the Company. The
Additional Warrants shall be exercisable only in the event of a redemption of
shares of the Additional Preferred Stock held by such Buyer, pursuant to
Section 7 of the Certificate of Designations, which redemption shall be
solely at the option of the Company. The maximum aggregate number of shares
of Common Stock issuable upon exercise of the Additional Warrants shall be
200,000 in the event of a redemption of all shares of Additional Preferred
Stock issued to the Buyers pursuant to this Agreement; in the event of a
redemption of a lesser number of shares of Additional Preferred Stock, the
number of shares exercisable under the Additional Warrants shall be reduced
accordingly. The exercise price of an Additional Warrant share shall be
equal to 110% of the average closing bid price of the Common Stock of the
Company for the five (5) trading days ending on the trading day immediately
before the Additional Closing Date. Such shares will be deemed to be
"Registrable Securities" for purposes of the Registration Rights Agreement.
The Additional Warrants shall be exercisable for a period commencing on the
relevant redemption date and continuing through the third anniversary of such
relevant redemption date.
13. CONDITIONS TO CLOSING; DELIVERY OF LEGAL OPINION. The parties
hereto acknowledge and agree that, notwithstanding anything to the contrary
contained in the Purchase Agreement, their respective obligations under this
Agreement are conditioned solely upon filing with the Delaware Secretary of
State of the amendment to the Company's Certificate of Designations described
in Annex II hereto. Xxxxxxxxx Xxxxx Morosoli & Maser LLP shall deliver to
the Buyers, in care of the Escrow Agent, an opinion of counsel substantially
in the form of its opinion letter dated April 13, 1998, dated the Additional
Closing Date, which opinion shall also state that such filing has been
accepted.
14. JOINDER OF PARTIES TO TRANSACTION DOCUMENTS. By its signature
hereon, each Buyer who is not an Initial Subscriber shall be deemed to become
and be added as a party to the Purchase Agreement and the Registration Rights
Agreement and shall be entitled to the benefits and subject to the
obligations set forth in such agreements, as amended by this Agreement, as if
such Buyer were a party named therein.
NHancement Technologies Inc.
Amendment to Securities Purchase Agreement
Page 6
15. GOVERNING LAW. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Delaware for
contracts to be wholly performed in such state and without giving effect to
the principles thereof regarding the conflict of laws. Each of the parties
consents to the jurisdiction of the federal courts whose districts encompass
any part of the City of New York or the state courts of the State of New York
sitting in the City of New York in connection with any dispute arising under
this Agreement and hereby waives, to the maximum extent permitted by law, any
objection, including any objection based on FORUM NON CONVENIENS, to the
bringing of any such proceeding in such jurisdictions.
16. COUNTERPARTS; DELIVERY. This Agreement may be signed in one or
more counterparts, each of which shall be deemed an original. A facsimile
transmission of this signed Agreement shall be legal and binding on all
parties hereto.
17. NOTICES. Any notice required or permitted hereunder shall be
given in writing (unless otherwise specified herein) and shall be deemed
effectively given on the earliest of:
(a) the date delivered, if delivered by personal delivery as against
written receipt therefor or by confirmed facsimile transmission,
(b) the seventh business day after deposit, postage prepaid, in the
United States Postal Service by registered or certified mail, or
(c) the third business day after mailing by international express
courier, with delivery costs and fees prepaid,
in each case, addressed to each of the other parties thereunto entitled at
the following addresses (or at such other addresses as such party may
designate by ten (10) days' advance written notice similarly given to each of
the other parties hereto):
Company: NHancement Technologies Inc.
00000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attn: Chief Executive Officer
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
with a copy to: Xxxxxxxxx Xxxxx Morosoli & Maser LLP
000 Xxxx Xxxx Xxxx, 0xx Xxxxx
Xxxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxx, Esq.
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
NHancement Technologies Inc.
Amendment to Securities Purchase Agreement
Page 7
Buyers: At the addresses set forth on the signature pages to
this Agreement.
with a copy to: Xxxxxxx & Prager, Esqs.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
Escrow Agent: Xxxxxxx & Prager, Esqs.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
18. EFFECT OF THIS AGREEMENT. From and after the date hereof, each of
the terms used in the Transaction Documents which refers to a document
amended by the terms of this Agreement, including but not limited to the
Purchase Agreement, the Registration Rights Agreement and the Certificate of
Designations, shall be deemed to refer to such document as amended hereby or
as contemplated herein. Except to the extent (and limited to the extent)
specifically amended hereby, all terms of the Transaction Documents are
deemed to be in full force and effect and incorporated herein by reference as
if set forth herein in full.
19. COOPERATION OF BUYERS. Each Buyer agrees to cooperate fully with
the Company in executing and delivering any consent or other instrument
required to complete the transactions contemplated by this Agreement,
including any consent required in connection with the filing of the amendment
to the Company's Certificate of Designations described in Annex II hereto.
20. DUE AUTHORIZATION. Each party hereto acknowledges and agrees that
this Amendment has been duly and validly authorized, executed and delivered
on behalf of such party and is a valid and binding agreement of such party
enforceable in accordance with its terms, subject as to enforceability to
general principles of equity and to bankruptcy, insolvency, moratorium and
other similar laws affecting the enforcement of creditors' rights generally.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, this Agreement has been duly executed by the Buyer
by one of its officers thereunto duly authorized as of the date set forth
below.
NUMBER OF SHARES OF
ADDITIONAL PREFERRED STOCK
TO BE PURCHASED 7,000
----------
AGGREGATE PURCHASE PRICE OF
SUCH ADDITIONAL PREFERRED STOCK $700,000
----------
SIGNATURE FOR ENTITIES
IN WITNESS WHEREOF, the undersigned represents that the foregoing
statements are true and correct and that it has caused this Agreement to be duly
executed on its behalf this 14th day of June, 1999.
c/o Endeavour Management Inc.
00/00 Xxxxxx Xxxxx Xx.
Xxxxxxxxx, 00000
Xxxxxx The Endeavour Capital Fund S.A.
---------------------------------- ----------------------------------
Address Printed Name of Subscriber
Telecopier No. 000-0-000 4443 By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------
(Signature of Authorized Person)
B.V.I. Xxxxxx Xxxxxxxxx-Director
---------------------------------- ----------------------------------
Jurisdiction of Incorporation Printed Name and Title
or Organization
As of the date set forth below, the undersigned hereby accepts this Agreement
and represents that the foregoing statements are true and correct and that it
has caused this Agreement to be duly executed on its behalf.
NHANCEMENT TECHNOLOGIES INC.
By: /s/ Xxxxxxx X. Xxxx
-------------------------------
Title: President & CEO
----------------------------
IN WITNESS WHEREOF, this Agreement has been duly executed by the Buyer by
one of its officers thereunto duly authorized as of the date set forth below.
NUMBER OF SHARES OF
ADDITIONAL PREFERRED STOCK
TO BE PURCHASED 4,375
----------
AGGREGATE PURCHASE PRICE OF
SUCH ADDITIONAL PREFERRED STOCK $437,500
----------
SIGNATURE FOR ENTITIES
IN WITNESS WHEREOF, the undersigned represents that the foregoing
statements are true and correct and that it has caused this Agreement to be duly
executed on its behalf this 14th day of June, 1999.
So Ultra Finance
Gross Munster Xxxxx 00
Xxxxxx Xx 0000
Xxxxxxxxxxx Amro International S.A.
---------------------------------- ------------------------------------
Address Printed Name of Subscriber
Telecopier No. 011 411 2625515 By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
(Signature of Authorized Person)
Panama Xxxx X. Xxxxxxxx, Director-President
---------------------------------- ------------------------------------
Jurisdiction of Incorporation Printed Name and Title
or Organization
As of the date set forth below, the undersigned hereby accepts this Agreement
and represents that the foregoing statements are true and correct and that it
has caused this Agreement to be duly executed on its behalf.
NHANCEMENT TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxx
-------------------------------
Title: President & CEO
----------------------------
IN WITNESS WHEREOF, this Agreement has been duly executed by the Buyer by
one of its officers thereunto duly authorized as of the date set forth below.
NUMBER OF SHARES OF
ADDITIONAL PREFERRED STOCK
TO BE PURCHASED 1,750
----------
AGGREGATE PURCHASE PRICE OF
SUCH ADDITIONAL PREFERRED STOCK $175,000
----------
SIGNATURE FOR ENTITIES
IN WITNESS WHEREOF, the undersigned represents that the foregoing
statements are true and correct and that it has caused this Agreement to be duly
executed on its behalf this 14th day of June, 1999.
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx
XX 00000 Olympia Partners LLC
---------------------------------- ----------------------------------
Address Printed Name of Subscriber
Telecopier No. By: /s/ Seth Fireman
212-542-8212 ----------------------------------
(Signature of Authorized Person)
Seth Fireman, Partner
---------------------------------- ----------------------------------
Jurisdiction of Incorporation Printed Name and Title
or Organization
As of the date set forth below, the undersigned hereby accepts this Agreement
and represents that the foregoing statements are true and correct and that it
has caused this Agreement to be duly executed on its behalf.
NHANCEMENT TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxx
-------------------------------
Title: President & CEO
----------------------------
IN WITNESS WHEREOF, this Agreement has been duly executed by the Buyer by
one of its officers thereunto duly authorized as of the date set forth below.
NUMBER OF SHARES OF
ADDITIONAL PREFERRED STOCK
TO BE PURCHASED 2,375
----------
AGGREGATE PURCHASE PRICE OF
SUCH ADDITIONAL PREFERRED STOCK $237,500
----------
SIGNATURE FOR ENTITIES
IN WITNESS WHEREOF, the undersigned represents that the foregoing
statements are true and correct and that it has caused this Agreement to be duly
executed on its behalf this 14th day of June, 1999.
Trident Xxxxxxxx
Road Town
Tortola
British Virgin Islands Balmore Funds S.A.
---------------------------------- ----------------------------------
Address Printed Name of Subscriber
Telecopier No. 011 411 201 4800 By: /s/ Francois Morax
----------------------------------
(Signature of Authorized Person)
BVI Francois Morax, Director
---------------------------------- ----------------------------------
Jurisdiction of Incorporation Printed Name and Title
or Organization
As of the date set forth below, the undersigned hereby accepts this Agreement
and represents that the foregoing statements are true and correct and that it
has caused this Agreement to be duly executed on its behalf.
NHANCEMENT TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxx
-------------------------------
Title: President & CEO
----------------------------
IN WITNESS WHEREOF, this Agreement has been duly executed by the Buyer by
one of its officers thereunto duly authorized as of the date set forth below.
NUMBER OF SHARES OF
ADDITIONAL PREFERRED STOCK
TO BE PURCHASED 2,000
----------
AGGREGATE PURCHASE PRICE OF
SUCH ADDITIONAL PREFERRED STOCK $200,000
----------
SIGNATURE FOR ENTITIES
IN WITNESS WHEREOF, the undersigned represents that the foregoing
statements are true and correct and that it has caused this Agreement to be duly
executed on its behalf this 14th day of June, 1999.
Xxxxxxxxxxx 000
0000 Xxxxxxxxxxx
Xxxxx
Liechtenstein Austost Anstalt Xxxxxx
---------------------------------- ----------------------------------
Address Printed Name of Subscriber
Telecopier No. 011 431 534 532 895 By: /s/ Xxxxxx Xxxxx
----------------------------------
(Signature of Authorized Person)
Liechtenstein Xxxxxx Xxxxx, Director
---------------------------------- ----------------------------------
Jurisdiction of Incorporation Printed Name and Title
or Organization
As of the date set forth below, the undersigned hereby accepts this Agreement
and represents that the foregoing statements are true and correct and that it
has caused this Agreement to be duly executed on its behalf.
NHANCEMENT TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxx
-------------------------------
Title: President & CEO
----------------------------
