Page 8 of 13 Pages
EXHIBIT 1
Page 9 of 13 Pages
AMENDED AND RESTATED SERIES B CONVERSION AGREEMENT
Amended and Restated Series B Conversion Agreement dated as of December 23,
1996 among All-Comm Media Corporation (the "Company") and each of the Company's
securityholders party hereto.
WHEREAS, the Company has issued and outstanding 6,200 shares of its Series
B Convertible Preferred Stock, par value $.01 per share (the "Series B Preferred
Stock");
WHEREAS, the shares of Series B Preferred Stock are currently convertible
into shares of the Company's common stock, par value $.01 per share (the "Common
Stock"), in accordance with the certificate of designations for of the Series B
Preferred Stock;
WHEREAS, the Company has filed a registration statement with the Securities
and Exchange Commission for a proposed underwritten public offering (the
"Offering") of shares of Common Stock and for the delayed offering of shares of
Common Stock by certain delayed selling securityholders;
WHEREAS, the lead underwriter for the Offering has advised the Company that
the existence of the current number of outstanding options, warrants or other
rights convertible or exercisable for shares of the Common Stock could be
detrimental to the Offering and to secondary trading in the Common Stock
following consummation of the Offering;
WHEREAS, in support of the Offering, the holders of the Series B Preferred
Stock would like to convert their shares of Series B Preferred Stock into shares
of Common Stock;
WHEREAS, the undersigned holders of Series B Preferred Stock also hold
Common Stock purchase warrants (the "Series B Warrants") originally issued with
the Series B Preferred Stock and expect to derive significant benefit from the
Offering;
WHEREAS, the parties hereto are parties to a Series B Conversion Agreement
dated as of November 20, 1996 (the "Old Agreement"); and
WHEREAS, the parties wish to amend and restate the Old Agreement to change
the date of the consummation of the transactions contemplated thereby from
immediately prior to the Offering to December 23, 1996;
NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, and receipt and sufficiency which are hereby
acknowledged, the parties hereto agree as follows:
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1. Conversion of Series B Preferred Stock. On and as of the date hereof,
each of the undersigned holders of Series B Preferred Stock will convert (i) all
outstanding accrued dividends on the Series B Preferred Stock held by such
person and (ii) all of the shares of Series B Preferred Stock held by such
person, into shares of Common Stock in accordance with the certificate of
designations for the Series B Preferred Stock. Notwithstanding such conversions,
the Series B Warrants shall remain in full force and effect. The holders of the
shares of Common Stock into which the Series B Preferred Stock was converted and
of the Series B Warrants shall have the same registration rights as such holders
had under the agreement dated June 7, 1996 between the Company and such holders
with respect to the shares of Common Stock into which the Series B Preferred
Stock was converted and the shares of Common Stock for which the Series B
Warrants are exercisable.
2. Securities Law Matters. Each of the undersigned holders of Series B
Preferred Stock severally acknowledges and agrees that: (a) the shares of Common
Stock to be issued to it upon conversion of shares of Series B Preferred Stock
have not been registered under the Securities Act of 1933, as amended (the
"Securities Act"); (b) such shares may not be freely resold or transferred
absent registration under the Securities Act or an exemption therefrom; (c) it
is acquiring such shares for its own account for investment purposes only and
not with a view towards the resale or distribution thereof; (d) it may be
required to hold such shares for an indefinite period; (e) certificates
representing such shares may bear restrictive legends and the Company may
instruct its transfer agent to place stop transfer orders with respect thereto;
(f) it is an "accredited investor" within the meaning of Rule 501(a) of
Regulation D under the Securities Act; and (g) it is aware that the Company is
issuing such Common Stock in transactions exempt from the registration
requirements of the Securities Act pursuant to Regulation D or other exemptions
from registration.
3. Miscellaneous. This Agreement may not be modified except in a writing
signed by or on behalf of all of the parties hereto. This Agreement constitutes
the entire agreement of the parties with respect to the conversion of the
outstanding shares of Series B Preferred Stock, and supersedes the Old
Agreement. This Agreement may be signed in one or more counterparts, all of
which shall constitute a single original.
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IN WITNESS WHEREOF, each of the undersigned has duly signed or caused this
Amended and Restated Series B Conversion Agreement to be signed on its or their
behalf as of this 23rd day of December, 1996.
All-Comm Media Corporation
By:
Name:
Title:
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Xxxxx X. Xxxxxx
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Xxxx Xxxxxx
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Xxxxx Xxxxxx
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Xxxxxx X. Xxxxxxxxx - XXX
F/B/O
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Xxxxx Xxxxxxxxx
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Xxxxxx Xxxxxx
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Seth Fireman
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Xxxx Xxxxxx
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Xxxx Xxxx
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Xxxxxxx Xxxxxxxxx
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Keren M.Y.C.B. Xxxxx
Foundation
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Malca Sand
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Xxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
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Xxxxxxxx Xxxxx
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Cong. Ahavas Tzd Okah V. Ches
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Yeshiva of Telshe Alumni
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Xxxxxxxx Corp N.V.
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Xxxxx Xxxxxxxxx/Xxxxx Xxxxxx
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Shekel Hakodesh
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Xxxx Xxxxx Torah Prep. HS
for Girls
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Namax Corp.
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Ohr Somayach Xxxxxxxxx Educ.
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Xxxxx Xxxxxx
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Friends of Kiryat Meor Xxxxx
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The Nais Corp.
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Xxxxxxx Xxxxxxxxxx
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Xxxxx Xxxxx
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Xxxxxxx Xxxxxxxxx
