CONNECTICUT BANK OF COMMERCE
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FIRST AMENDMENT TO 5B CREDIT AGREEMENT
FIRST AMENDMENT, dated August 16, 2001 (this "Amendment"), to the
CREDIT AGREEMENT, dated May 24, 2001 (the "Existing 5B Credit Agreement" and as
amended, supplemented or otherwise modified hereby and otherwise from time to
time, the "5B Credit Agreement"), between 5B TECHNOLOGIES GROUP INC., a New York
corporation, with its principal place of business at 000 Xxxxxxxxx Xxxxxxxxx,
Xxxxxxxx, Xxx Xxxx 00000 (the "Borrower") and CONNECTICUT BANK OF COMMERCE, a
commercial bank organized under the Banking Laws of Connecticut, with its
principal office located at 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (the
"Bank").
RECITALS
5B Technologies Corporation, a Delaware corporation and the parent (the
"Parent") of the Borrower, and the Borrower have informed the Bank that the
Parent intends to acquire certain of the assets, and assume certain of the
liabilities, of Knowledge Strategies Group, Inc., a New York corporation
(formerly known as Knowledge Strategies, Inc.) ("KSG") through Knowledge
Acquisition Corp., a New York corporation (the "Buyer"), a wholly-owned
subsidiary of the Parent, pursuant to an asset purchase agreement (the "Asset
Purchase Agreement") dated July 31, 2001 between the Parent, the Buyer, KSG and
certain other parties named therein. KSG and the Bank are parties to a Credit
Agreement dated December 15, 1999, as amended to date (the "KSG Credit
Agreement" and together with all other Loan Documents (as defined in that Credit
Agreement, the "KSG Facility").
The transactions contemplated by the Asset Purchase Agreement (the "KSG
Transactions") involve, among other things, the following: (a) the transfer of
certain of the assets of KSG (including, without limitation, certain
intellectual property and other assets of KSG relating to the business of KSG),
to the Buyer (the "Transferred Assets") and (b) the assumption of certain
liabilities and obligations of KSG, as will be set forth on Schedule 2.3 to the
Asset Purchase Agreement (which shall include the liabilities and obligations of
KSG to the Bank under the KSG Facility as set forth on such Schedule (the
"Assumed Bank Indebtedness")).
The execution and delivery by KSG and the Parent of the Asset Purchase
Agreement and the consummation by KSG and the Parent of the KSG Transactions
require the Bank's consent and waiver under Section IV(b)(iii) of the KSG Credit
Agreement and under Sections IV(b)(i), (ii) and (iv) and IV(b)(ix) of the
Existing 5B Credit Agreement. The Borrower, the Parent, the Buyer and the other
Guarantors have requested that the Bank (i) consent to the KSG Transactions
pursuant to the terms of the Asset Purchase Documents (as hereinafter defined),
(ii) amend Section I(b) of the Existing 5B Credit Agreement to amend the
conditions precedent to the use by the Borrower of the Acquisition Loan
Facility, and (iii) make certain other changes to the Existing 5B Credit
Agreement and the other Loan Documents (as defined in the 5B Credit Agreement).
The Bank has agreed to do so upon the terms and subject to the conditions set
forth in this Amendment.
Accordingly, in consideration of the mutual covenants and agreements
contained in this Amendment, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Borrower and the
Bank hereby agree as follows:
1. Defined Terms; Rules of Interpretation. Capitalized terms used but
not defined herein (including above in the recital clauses of this Amendment)
shall have their respective meanings as
set forth in the 5B Credit Agreement. The words "hereof", "herein" and
"hereunder" and words of similar import when used in this Amendment shall refer
to this Amendment as a whole and not to any particular provision of this
Amendment. All terms defined in the Uniform Commercial Code and not otherwise
defined herein have the meanings assigned to them in the Uniform Commercial
Code. References to Articles, Sections, subsections, Exhibits, Schedules and the
like, are to Articles, Sections and subsections of, or Exhibits or Schedules
attached to, this Amendment unless otherwise expressly provided. The words
"include", "includes" and "including" shall be deemed to be followed by the
phrase "without limitation". Unless the context in which used herein otherwise
clearly requires, "or" has the inclusive meaning represented by the phrase
"and/or".
2. Limited Consent and Waivers.
(a) The Borrower has requested that the Parent be permitted to form
a new subsidiary, the Buyer, for the purpose of acquiring substantially all of
the assets of KSG and consummating, or causing the consummation of, the KSG
Transactions and that the Buyer and the Parent be permitted to consummate the
KSG Transactions. Subject to the conditions set forth in Section 5 of this
Agreement, but notwithstanding the provisions of Sections IV(b)(i), (ii), (iv)
and IV(b)(ix) of the Existing 5B Credit Agreement, the Bank hereby consents to
the organization of the Buyer by the Parent and to the consummation by the Buyer
and the Parent of the KSG Transactions in accordance with the terms and
conditions of the Asset Purchase Documents and this Amendment.
(b) The Borrower has informed the Bank that an Event of Default has
occurred under Section IV(c)(i) of the Credit Agreement by virtue of the
incurrence by the Parent of Indebtedness to Xxxxxx Xxxxx in the aggregate amount
of $875,000 (the "Xxxxx Indebtedness") pursuant to the Settlement Agreement
dated July 13, 2001 among the Parent, DPSNY Capital Corp. and Xxxxxx Xxxxx (the
"Settlement Agreement"), a true and correct copy of which has been delivered to
the Bank, and the Borrower has requested that the Bank waive such Event of
Default. Subject to the conditions set forth in Section 5, the Bank hereby
waives the Event of Default under Section IV(c)(i) of the Credit Agreement due
to the incurrence by the Parent of the Xxxxx Indebtedness pursuant to terms and
conditions of the Settlement Agreement.
(c) The Borrower has also informed the Bank that an Event of Default
has occurred under Section IV(a)(viii) of the Credit Agreement by virtue of the
Parent's and the Parent's consolidated subsidiaries' failure to maintain a
Tangible Net Worth at the levels required by Section IV(a)(viii) of the Credit
Agreement as at June 30, 2001 and for the period from that date to the date of
this Amendment (such period, the "TNW Default Period"), and that such Tangible
New Worth for the TNW Default Period was not less than $1,279,826. Subject to
the conditions set forth in Section 5, and provided that the Tangible Net Worth
of the Parent and the Parent's consolidated subsidiaries during the TNW Default
Period was not less than $1,279,826, the Bank hereby waives the Event of Default
under Section IV(a)(viii) of the Credit Agreement due to the failure by the
Parent's and the Parent's consolidated subsidiaries' failure to maintain a
Tangible Net Worth at the levels required by Section IV(a)(viii) of the Credit
Agreement during the TNW Default Period.
(d) The foregoing consent and waivers are limited to the items
expressly set forth in Sections 2(a), (b) and (c) above. The Borrower, the Buyer
and the Guarantors each acknowledges and agrees that nothing herein or otherwise
shall be deemed or considered to be a waiver of any other term or provision of
the 5B Credit Agreement or any other Loan Document. In addition, except as
expressly set forth herein, nothing in this Amendment or otherwise shall be
deemed or considered to be a waiver of, and is without prejudice to, any right
or remedy of the Bank under the 5B Credit Agreement,
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any other Loan Document, applicable law, or otherwise, all of which are hereby
expressly reserved by the Bank.
3. Amendments.
(a) The Borrower has requested that the Bank agree to amend certain
provisions of the Existing 5B Credit Agreement relating to the use by the
Borrower from and after the date hereof of the Acquisition Loan Facility and
the Bank is willing to agree to such requested amendments. Accordingly, subject
to the conditions set forth in Section 5 of this Agreement, Section I(b) of the
Existing 5B Credit Agreement is hereby amended in its entirety to read as
follows:
" (b) Acquisition Loans. During the term of this Agreement, the Bank
hereby agrees, subject to the terms and conditions set forth herein, to
make loans to the Borrower ("Acquisition Loans" and together with the
Revolving Loans, the "Loans") on a revolving basis (the "Acquisition Loan
Facility" and together with the Revolving Loan Facility, each a "Facility"
and together the "Facilities") which will not, in the aggregate at any one
time outstanding exceed the lesser of: (i) ONE MILLION FIVE HUNDRED
THOUSAND DOLLARS ($1,500,000) (the "Acquisition Loan Commitment"); or (ii)
one hundred ten percent (110%) of the total Cash and Cash Equivalents (as
hereinafter defined) and accounts receivable of the Borrower less the sum
of: (A) the aggregate amount of all outstanding Revolving Loans and (B)
the aggregate face amount of the outstanding Letters of Credit issued by
the Bank hereunder (as so calculated, the "Acquisition Borrowing Base").
The Borrower may not borrow an Acquisition Loan, and the Bank shall not be
required to make any Acquisition Loan to the Borrower, unless the proposed
acquisition shall be acceptable to the Bank in its sole discretion, and
the Borrower shall have also complied with Section I.(d) hereof and all
conditions to the making of such Acquisition Loan shall have been
fulfilled, in each case to the satisfaction of the Bank in its sole
discretion. Subject to the foregoing, including, without limitation, the
Borrower's compliance with Section I.(d) hereof, the proceeds of the
Acquisition Loans shall be used to finance future acquisitions by the
Borrower."
(b) The term "Registration Rights Agreement" as set forth in the
Existing 5B Credit Agreement, from and after the effectiveness of this
Amendment, shall mean the Amended and Restated Registration Rights Agreement
dated the date hereof between the Parent and the Bank, as the same may be
amended, modified, supplemented from time to time after the date hereof.
4. Release of the Buyer and Certain Liens. The Borrower, the Buyer and
the Parent have proposed that the Bank release its Liens on the Transferred
Assets granted by KSG in favor of the Bank pursuant to the KSG Facility and
that the Bank release the Buyer from any liability or obligation thereunder.
Subject to the conditions set forth in Section 5 of this Amendment, and in
consideration for the issuance to the Bank by the Parent from the Parent's
authorized but unissued shares of capital stock, of the shares (the "Common
Shares") of the Parent's common stock, $.04 par value per share (the "Common
Shares"), and the shares of Parent's preferred stock, $.01 par value per share
(the "Preferred Shares"), set forth on Exhibit A hereto (the Common Shares and
the Preferred Shares are hereinafter collectively referred to as the "Shares"),
free and clear of all Liens and in compliance with all applicable laws, rules
and regulations, including without limitation, federal securities laws and
state securities and "blue sky" laws, the Bank agrees to execute and deliver
the Limited Release of Indebtedness and Liens in substantially the form of
Exhibit B hereto (the "Release Agreement"); provided, that the Release
Agreement shall not be considered to be a release or waiver of, and shall not
affect in any manner whatsoever, (a) the Liens of the Bank on the Transferred
Assets and all other assets of the Buyer granted
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by the Buyer pursuant to its Security Agreement dated the date hereof in favor
of the Bank, which Liens shall remain in full force and effect and which
Security Agreement shall remain in full force and effect in accordance with its
terms and provisions; or (b) any other liabilities or obligations of the Buyer
to the Bank, including, without limitation, all liabilities and obligations of
the Guarantee of the Buyer dated the date hereof in favor of the Bank, which
shall remain in full force and effect in accordance with its terms provisions.
5. Representations and Warranties. In order to induce the Bank to
enter into this Amendment, each of the Borrower, the Buyer and the Guarantors
hereby certifies to the Bank that:
(a) The recital clauses set forth in this Amendment are true, complete
and correct in all respects;
(b) After giving effect to the limited consent and waiver set forth in
Section 2 and the amendment set forth in Section 3, (i) all representations and
warranties contained in the 5B Credit Agreement and the other Loan Documents
are true and correct in all respects on the date hereof and (ii) no Event of
Default, or event that with notice, or lapse of time, or both, would constitute
an Event of Default, has occurred;
(c) The execution, delivery and performance by each of the Borrower,
the Buyer and the Guarantors of this Amendment and the other Loan Documents to
which it is respectively a party (whether in connection with the Existing 5B
Credit Agreement or this Amendment), and the borrowings by the Borrower from
time to time under the 5B Credit Agreement have been duly authorized by all
necessary corporate action and do not and will not (i) require any consent or
approval of the Borrower's, the Buyer's or any Guarantor's stockholders; (ii)
require any authorization, consent or approval by, or registration, declaration
or filing with, or notice to, any governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, or any third party,
except such authorization, consent, approval, registration, declaration, filing
or notice as has been obtained, accomplished or given prior to the date hereof;
(iii) violate any provision of any law, rule or regulation (including, without
limitation, Regulation X of the Board of Governors of the Federal Reserve
System) or of any order, writ, injunction or decree presently in effect having
applicability to the Borrower, the Buyer or any Guarantor or of the Borrower's,
the Buyer's, or any Guarantor's certificate of incorporation or bylaws; (iv)
result in a breach of or constitute a default under any indenture or loan or
credit agreement or any other agreement, lease or instrument to which the
Borrower, the Buyer, or any Guarantor is a party or by which any of their
respective properties may be bound or affected; or (v) result in, or require,
the creation or imposition of any Lien of any kind or nature whatsoever (other
than Liens in favor of the Bank) upon or with respect to any of the properties
now owned or hereafter acquired by the Borrower, the Buyer, or any Guarantor;
(d) The authorized capital stock of Parent consists of 22,500,000
shares consisting of 17,500,000 shares of Common Stock and 5,000,000 shares of
Preferred Stock; and as of the date hereof, 2,198,565 shares of Common Stock are
issued and outstanding, 1,012,500 shares of Common Stock are reserved for
issuance pursuant to options granted or to be granted under Parent's stock
option plans, 24,500 shares of Common Stock are held in treasury, 893,333 shares
are reserved for issuance pursuant outstanding warrants to purchase Common
Stock, 2,046,722 shares of Common Stock are reserved for issuance pursuant to
outstanding shares of convertible Preferred Stock (of which 3,500 are designated
as Series A 6% Convertible Preferred Stock, all of which were converted into
3,500 shares of Series B 6% Convertible Preferred Stock (all of which are issued
and outstanding)), and there are no other shares of capital stock of Parent
authorized (other than the Shares and the 150,000 shares of Common Stock being
issued pursuant to the Asset Purchase Agreement), issued or outstanding;
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(e) The offer, sale and issuance of the Shares are exempt from
registration under the Securities Act of 1933, as amended, and under all state
securities or "blue sky" laws;
(f) There are no statutory preemptive rights of any holders of any
security of the Parent or similar contractual rights (including, without
limitation, under the certificate of incorporation and by-laws of the Parent)
that will entitle the holders thereof to subscribe for or purchase any security
as a result of the issuance of the Shares; and
(g) This Amendment constitutes and, upon the due execution by the
Borrower, the Buyer and each Guarantor, will constitute, together with the
other Loan Documents, the legal, valid and binding obligations of the Borrower
and each Guarantor, enforceable against the Borrower and each Guarantor in
accordance with their respective terms.
6. Conditions Precedent.
(a) The effectiveness of this Amendment is subject, among other
things, to the receipt by the Bank of each of the following, each in form and
substance satisfactory to the Bank:
(i) this Amendment, properly executed by the Borrower and accepted
and agreed to by the Buyer and each of the Guarantors;
(ii) a Guaranty, properly executed by the Buyer, as Guarantor (and,
for purposes of clarification, the Borrower, the Buyer and each Guarantor
hereby confirm that such Guarantee shall be considered a "Loan Document"
under (and as defined in) the 5B Credit Agreement and that the Buyer shall
be considered to be a "Guarantor" under (and as defined in) the 5B Credit
Agreement);
(iii) a Security Agreement, properly executed by the Buyer (and, for
purposes of clarification, the Borrower, the Buyer and each Guarantor
hereby confirm that such Security Agreement shall be considered a "Loan
Document" under (and as defined in) the 5B Credit Agreement);
(iv) a Certificate of the Secretary or Assistant Secretary of the
Buyer, certifying as to (A) the certificate of incorporation of the Buyer,
certified by the Secretary of State of its state of incorporation, (B) the
by-laws of the Buyer, (C) all corporate and stockholder action taken by
the Buyer to authorize the execution, delivery and performance of this
Amendment and the transactions contemplated hereby and thereby, (D) good
standing certificates as of a recent date with respect to the Buyer from
its state of incorporation and from each other state in which the Buyer is
qualified to do business, and (E) incumbency certificate (with specimen
signatures) with respect to the Buyer;
(v) true, complete and correct copies of the Asset Purchase
Agreement, together with all exhibits and schedules attached thereto, the
Related Agreements (as defined in the Asset Purchase Agreement) and all
other agreements, documents and instruments relating to any of the
foregoing (including without limitation, a copy of the amendment to the
certificate of incorporation of the Parent setting forth the designation
of the Preferred Shares, as certified by the Secretary of State of the
State of Delaware) (collectively, the "Asset Purchase Documents"), in each
case, as certified by an authorized officer of the Borrower;
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(vi) intentionally omitted;
(vii) authorizations to file UCC termination statements and other
release documents from each and every secured creditor of the Buyer;
(viii) evidence satisfactory to the Bank that the KSG Transactions
have been consummated in accordance with the Asset Purchase Documents and
all conditions thereto shall have been satisfied or the fulfillment of any
such condition shall have been waived with the consent of the Bank;
(ix) evidence satisfactory to the Bank that it has a first priority
Lien on all of the Transferred Assets;
(x) copies of the Buyer's property and casualty insurance policies
and general liability policies, in each case, in amounts and from
insurance companies satisfactory to the Bank in its sole discretion, and
in each case naming the Bank as loss payee and additional insured
(including the Bank's form of loss payee endorsement signed by the issuer
of the policy), all in form and substance satisfactory to the Bank;
(xi) the Shares;
(xii) a Registration Rights Agreement duly executed and delivered by
the Parent relating to the Shares (and, for purposes of clarification, the
Borrower, the Buyer and each Guarantor hereby confirm that such
Registration Rights Agreement shall be considered a "Loan Document" under
(and as defined in) the 5B Credit Agreement);
(xiii) an Acknowledgement and Consent signed by each of the
guarantors under the KSG Facility, pursuant to which, among other things,
each of such guarantors acknowledge and confirm their continuing
liabilities and obligations to the Bank in respect of the liabilities and
obligations of KSG to the Bank under the KSG Facility, substantially in
the form of Exhibit C hereto; and
(xiv) a general release of the Bank by KSG, the Buyer, the Borrower,
the Guarantors and all other loan parties under the KSG Loan Facility
substantially in the form of Exhibit D hereto.
(b) The effectiveness of this Amendment is subject, among other
things, to the satisfaction of the Bank, in its sole discretion, of the
following additional conditions precedent:
(i) the Bank shall have completed it legal and other due diligence of
KAS, the Buyer, the Asset Purchase Documents, the KSG Transactions and the
transactions contemplated by this Amendment, and the Bank shall not have
discovered any, fact, event or condition which in the Bank's sole judgment
makes it inadvisable for it to consummate the transactions contemplated by
this Amendment;
(ii) all statements, documents and other information, whether oral or
written, furnished by or on behalf of the Borrower, the Buyer, KSG, the
Guarantors and their respective affiliates to the Bank, its agents and
representatives, with regard to their respective businesses, operations,
condition and character and the transactions
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contemplated by this Amendment shall have been true, complete and correct
in all respects, shall include all facts with regard to such businesses,
operations, condition, character and transactions, and shall not contain
any untrue statement of any fact or omit any fact necessary to make the
statements therein not misleading; and
(iii) no default or Event of Default shall have occurred and is
continuing under any of the Loan Documents.
7. Acknowledgments Regarding 5B Credit Agreement.
(a) The 5B Credit Agreement and the other Loan Documents, as
supplemented, modified and amended by this Amendment, shall remain in full
force and effect and are hereby ratified, confirmed and approved. From and
after the effectiveness hereof, all references to the 5B Credit Agreement
therein and in the other Loan Documents shall mean the 5B Credit Agreement as
amended and modified by this Amendment.
(b) The execution, delivery and effectiveness of this Amendment shall
not operate as a waiver of any right, power or remedy of the Bank under the 5B
Credit Agreement or any other Loan Document nor constitute a waiver of any
provision of the 5B Credit Agreement or any other Loan Documents, except as
specifically set forth herein. Upon the effectiveness of this Amendment, each
reference in the Existing 5B Credit Agreement to "the Agreement", "hereunder",
"hereof", "herein" or words of similar import shall mean and be a reference to
the 5B Credit Agreement.
(c) The Borrower hereby acknowledges and agrees that the Obligations
(i) shall remain and continue in full force and effect, both before and after
giving effect to this Amendment, (ii) are not subject to any defense,
counterclaim, setoff, right of recoupment, abatement, reduction or other claim
or determination, and (iii) are and shall continue to be governed by the terms
of the Existing 5B Credit Agreement and the other Loan Documents, as
supplemented, modified and amended by this Amendment.
8. Governing Law; Jurisdiction, Venue; Waiver of Jury Trial. This
Amendment, the 5B Credit Agreement and the other Loan Documents shall be
governed by and construed and enforced in accordance with the laws of the State
of New York, without regard to principles of conflicts of law (other than
Section 5-1401 of the New York General Obligations Law). Each party hereto
hereby (i) consents to the personal jurisdiction of the state and federal
courts located in the State of New York in connection with any controversy
related to this Amendment, the 5B Credit Agreement or the other Loan Documents;
(ii) waives any argument that venue in any such forum is not convenient, (iii)
agrees that any litigation initiated in connection with this Amendment, the 5B
Credit Agreement or the other Loan Documents shall be venued in the Supreme
Court for the County of New York, or the United States District Court for the
Southern District of New York; and (iv) agrees that a final judgment in any
such suit, action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by
law. THE BORROWER EXPRESSLY RATIFIES AND CONFIRMS THE WAIVER OF JURY TRIAL AND
OTHER PROVISIONS OF SECTION IV(I) OF THE 5B CREDIT AGREEMENT. EACH GUARANTOR
EXPRESSLY RATIFIES AND CONFIRMS THE WAIVER OF JURY TRIAL AND OTHER PROVISIONS
OF SECTION 15(F) OF EACH GUARANTOR'S RESPECTIVE GUARANTOR SECURITY AGREEMENT.
9. Execution in Counterparts; Facsimile; Effective Date. This
Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the same
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instrument. Any signature delivered by a party by facsimile transmission shall
be deemed to be an original signature hereto. This Amendment shall become
effective as of the date above upon receipt by the Agent of two (2) copies of
this Amendment executed by the Borrower.
10. Assignability. This Amendment shall be binding upon and inure to
the benefit of the Borrower, the Guarantors, the Bank, and their respective
successors and permitted assigns.
11. Severability of Provisions. Any provision of this Amendment which
is prohibited or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof.
12. Headings. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
13. Joint and Several Obligations. All of the indebtedness,
liabilities and other obligations (whether of payment or performance, or
otherwise) of the Borrower, the buyer and the Guarantors under this Amendment,
the 5B Credit Agreement, the Notes and the other Loan Documents, including,
without limitation, the Obligations, shall be the joint and several obligations
of the Borrower and the Guarantors.
[Signatures appear on the following pages]
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IN WITNESS WHEREOF, the Borrower and the Bank have signed, and each of
the Buyer and the Guarantors have accepted and agreed to, this Amendment on the
date first above written.
5B TECHNOLOGIES GROUP INC.
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer
CONNECTICUT BANK OF COMMERCE
By: /s/ Xxxxxxx Xxxxx
-------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
ACCEPTED AND AGREED:
GUARANTORS:
5B TECHNOLOGIES CORPORATION.
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer
PARAMOUNT OPERATIONS, INC.
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer
DPSNY CAPITAL CORP.
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer
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COMPTECH ACQUISITION CORPORATION
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer
5B OPERATIONS, INC.
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer
5B WEB VENTURES INC.
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer
ABBEY, GARRETT & SETH, LTD.
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer
KNOWLEDGE ACQUISITION CORPORATION
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer
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EXHIBIT A
SHARES OF CAPITAL STOCK OF 5B TECHNOLOGIES CORPORATION
TO BE ISSUED TO CONNECTICUT BANK OF COMMERCE
1. The number of shares of the Common Stock, $.04 par value per share (the
"Common Stock"), of 5B Technologies Corporation (the "Issuer") determined
by dividing 100,000 by the average of the per share closing prices of
Common Stock on The Nasdaq SmallCap Market for the three (3) trading days
prior to the Closing under the Asset Purchase Agreement dated July 30,
2001, as amended to date, among the Issuer, Knowledge Acquisition
Corporation, Knowledge Strategies Group, Inc., Xxxxxxx Xxxxxx, Xxxxxxx
Xxxxxxx and Xxxxxxx Xxxxxxxx.
2. 4,000 shares of the Series C 6% Convertible Preferred Stock of the Issuer.
3. 5,000 shares of the Series D 6% Convertible Preferred Stock of the Issuer.
4. 10,000 shares of the Series E 6% Convertible Preferred Stock of the
Issuer.
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