Exhibit 99.2
CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT
This Convertible Note Subscription Agreement ("Agreement") is made
effective the 30th day of June, 2000, between SAZTEC INTERNATIONAL, INC.
("Saztec"), a California corporation, and XXXXX XXXX LIMITED ("Xxxxx Xxxx").
Recitals
A. This Agreement pertains to the Convertible Promissory Note attached
hereto as Schedule A that is being issued by Saztec and purchased by Xxxxx Xxxx
("Debenture").
B. In consideration of the mutual promises contained in this Agreement,
and for other good and valuable consideration, the receipt and sufficiency of
which are acknowledged, the parties, intending to be legally bound, state and
agree as provided below.
Agreements
1. Subscription. Xxxxx Xxxx agrees to tender to Saztec, within three
(3) business days of the date of this Agreement, $500,000, in cash or other form
of immediately available funds, as consideration for its purchase of the
Debenture. Saztec will issue to Xxxxx Xxxx the Debenture substantially in the
form of Schedule A within three (3) business days following its receipt of the
above purchase funds.
2. Acceptance. Saztec accepts the subscription of Xxxxx Xxxx to
purchase the Debenture. Saztec agrees to tender the Debenture to Xxxxx Xxxx on
its receipt of the purchase funds, subject to the conditions provided in section
1 above.
3. Consideration. The consideration for the Debenture is one hundred
(100) percent of its face amount or $500,000.
4. Purchaser's Warranties. Xxxxx Xxxx warrants and represents the
following:
A. Necessary Information. Xxxxx Xxxx has received all of the
information it considers necessary or appropriate for deciding whether to
execute this Agreement and subscribe for the purchase of the Debenture. It has
had the opportunity to ask questions and receive answers from Saztec regarding
the terms of the Debenture and Saztec's business, properties, prospects, and
financial condition. Saztec has made available to it all documents and
information it has requested.
B. Experienced Investor. Xxxxx Xxxx is experienced in evaluating and
investing in securities of companies, and acknowledges it is able to fend for
itself and to bear the economic risk of the investment. It has such knowledge
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and experience in financial and business matters that it is capable of
evaluating the merits and risks of a subscription for the purchase of the
Debenture. In making such evaluation, it has relied only on its own analysis of
the merits and risks of the investment, and on the information and documents
Saztec has provided pursuant to any requests it may have made.
C. Accredited Investor. Xxxxx Xxxx is an "accredited investor" as
defined in Regulation D of the Securities and Exchange Commission Rules.
D. Investment Purposes. Xxxxx Xxxx is subscribing for the purchase of
the Debenture for its own account for investment purposes, and not with a view
to distribution or resale. It has no present intention of selling, granting any
participation in, or otherwise distributing the Debenture.
E. Restricted Securities. Xxxxx Xxxx understands and acknowledges that
the Debenture (and any Saztec common stock issued on conversion of the
Debenture) constitutes "restricted securities" as that term is defined in Rule
144 of the Securities Act of 1933. Accordingly, it acknowledges that the
Debenture (and any Saztec common stock issued on conversion of the Debenture)
may not be sold, transferred, or otherwise disposed of in the public market
without registration under the Securities Act of 1933 and applicable state
securities laws, or an exemption therefrom, unless restrictions under said Rule
144 have expired.
F. Execution Authority. The person executing this Agreement on Xxxxx
Xxxx'x behalf has been duly authorized by it to execute and deliver this
Agreement to Saztec on its behalf, and to bind it to the terms of this
Agreement.
5. Notice. In the event that any notice is to be given to any party
under this Agreement, it will be given by certified mail, return receipt
requested, and addressed to the party as follows:
To Saztec: Saztec International, Inc.
c/o Xxxxxxxxxxx Xxxxxx, President and CEO
00 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Copy to: Xxxxxx X. Xxxxxx, Esq.
The Jefferson Law Firm, PLC
0000 Xxx Xxxxxx, Xxxxxxx Xxxxx
XxXxxx, XX 00000
To Xxxxx Xxxx: Xxxxx Xxxx (BVI) Limited
c/x Xxxxxxxx Trust (Jersey) Limited
XX Xxx 000
00-00 Xxx Xxxxxx
Xx. Xxxxxx
Xxxxxx, XX0 0XX
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If any party should subsequently move or change its address, the new
address will become the effective address for the purpose of providing notice
under this section 5 on receipt of notification of the new or changed address by
the other party.
6. Choice of Law. This Agreement including, but not limited to, its
interpretation, performance, or breach, will be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts without giving
any force or effect to the provisions of any conflict of law rule thereof.
7. Revocation and Modification. This Agreement, or any provision
hereof, may not be revoked or modified unless agreed to in writing by each of
the parties.
8. Waiver. No waiver of a breach or default of this Agreement will be
deemed a waiver of any subsequent breach or default.
9. Severability. In the event that for any reason a section or
provision of this Agreement should be held invalid or otherwise unenforceable,
it is agreed that the same will not affect any other section or provision of
this Agreement, and the remaining provisions of this Agreement will remain in
full force and effect.
10. Binding Agreement. This Agreement will be binding on, and inure to
the benefit of, the parties hereto, their successors, heirs, personal
representatives, and permitted assigns.
11. Entire Agreement. This Agreement, together with Schedule A,
constitutes the entire agreement between Saztec and Xxxxx Xxxx relating to the
subject matter hereof, and supersedes all prior agreements and understandings
relating to said subject matter.
SAZTEC:
SAZTEC INTERNATIONAL, INC.
By: /s/ Xxxxxxxxxxx Xxxxxx
-------------------------------------
Xxxxxxxxxxx Xxxxxx, President and CEO
XXXXX XXXX:
XXXXX XXXX LIMITED
By: /s/ Derard Limited
-------------------------------------
Its: Director
By: /s/ Xxxxxxx Xxxxxxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxxxxxx
Its: Director
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