1
EXHIBIT 4.7
AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into as of May 11th, 2000, by
and among INTEGRAL TECHNOLOGIES, INC., a corporation duly organized and existing
under the laws of the State of Nevada (the "Company") and Xxxxxx Private Equity,
LLC (hereinafter referred to as "Xxxxxx").
RECITALS:
WHEREAS, pursuant to the Company's offering ("Equity Line") of up to
Twenty-Five Million Dollars ($25,000,000), excluding any funds paid upon
exercise of the Warrants, of Common Stock of the Company pursuant to that
certain Investment Agreement (the "Investment Agreement") between the Company
and Xxxxxx dated on or about May 11th, 2000, the Company has agreed to sell and
Xxxxxx has agreed to purchase, from time to time as provided in the Investment
Agreement, shares of the Company's Common Stock for a maximum aggregate offering
amount of Twenty Five Million Dollars ($25,000,000); and
WHEREAS, pursuant to the terms of the Investment Agreement, the Company has
agreed, among other things, to issue to the Subscriber Commitment Warrants, as
defined in the Investment Agreement, to purchase a number of shares of Common
Stock, exercisable for five (5) years from their respective dates of issuance.
TERMS:
NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants and conditions set forth in Agreement and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Issuance of Commitment Warrants. As compensation for entering into the
Equity Line, Xxxxxx received a warrant convertible into 495,000 shares of
the Company's Common Stock, in the form attached hereto as Exhibit A (the
"Commitment Warrants").
2. Issuance of Additional Warrants. If the Company shall at any time effect a
recapitalization, reclassification or other similar transaction of such
character that the shares of Common Stock shall be changed into or become
exchangeable for a smaller number of shares (a "Reverse Stock Split"), then
on the date of such Reverse Stock Split, and on each one year anniversary
(each, an "Anniversary Date") of the Reverse Stock Split thereafter
throughout the term of the Commitment Warrants, the Company shall issue to
Xxxxxx additional warrants (the "Additional Warrants"), in the form of
Exhibit A, to purchase a number of shares of Common Stock, if necessary,
such that the sum of the number of Warrants and the number of Additional
Warrants issued to Xxxxxx shall equal at least 2.5% of the number of shares
of Common Stock of the Company that are outstanding immediately following
the Reverse Stock Split or Anniversary Date, as applicable. The Additional
Warrants shall be exercisable at the same price as the Commitment Warrants,
shall have the same reset provisions as the Commitment Warrants, shall have
piggyback registration rights and shall have a 5 year term.
3. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia applicable to agreements
made in and wholly to be performed in
1
2
that jurisdiction, except for matters arising under the Act or the
Securities Exchange Act of 1934, which matters shall be construed and
interpreted in accordance with such laws.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of this
11th day of May, 2000.
INTEGRAL TECHNOLOGIES, INC. SUBSCRIBER:
XXXXXX PRIVATE EQUITY, LLC.
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxxx
----------------------- ------------------------
Xxxxxxx X. Xxxxxxxx, CEO Xxxx X. Xxxxxx, Manager
0000 Xxxx Xxxxxx Xxxxxx 0000 Xxxxxxx Xxxxxx Xxxx
Xxxxx 0 Bldg. 200, Suite 285
Vancouver, BC V6E 2N7 Xxxxxxx, XX 00000
Telephone: (000) 000-0000 Telephone: (000) 000-0000
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
2
