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;
Amended and Restated
Series B Conversion
Agreement, Page 2
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:
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.
Amended and Restated
Series B Conversion
Agreement, Page 3
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:
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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
Amended and Restated
Series B Conversion
Agreement, Page 4
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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
Amended and Restated
Series B Conversion
Agreement, Page 5
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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
