SUMMARY AND TERMS FOR THINKING TOOLS, INC
BRIDGE FINANCING OFFERING
In order to meet the immediate needs of Thinking Tools, Inc. a Delaware
corporation (the "Company"), Thinking Technologies, LP ("Lender") and the
Company agree to the following terms as of January 15, 1998, with future matters
as agreed by the parties.
The Units:
Securities.................Units. Each Unit consisting of a 10% Senior
Secured Convertible Note in the principal
amount of $1,000 (each a "Note" and
collectively, the "Notes") and a warrant
(each a "Warrant" and collectively the
"Warrants') to purchase 200 shares of Common
Stock, .001 par value ("Common Stock").
Offering Amount............Up to $350,000 (350 Units), at the sole
discretion of lender.
The Notes:
Issue......................Senior Secured Convertable Note in the
aggregate principal amount of a minimum of
up to $350,000 as has been authorized by the
Company Board of Directors on March 5, 1999.
Thinking Technologies, LP shall loan the
Company up to $350,000. , which will include
appropriate and necessary management
expenses of Xxxxx Capital Management, at 10%
interest per annum pursuant to a promissory
note maturing on the earlier of (a) 90 days
from date of Initial Note or (b) the date of
a closing of a sale of securities or assets
(other than the financing contemplated
herein), any joint venture involving
proceeds to the Company, or any other
financing; the net proceeds of which, in
aggregate, equal or exceed the principal
amount of the Notes; subject to acceleration
in the event of bankruptcy or certain other
customary events.
Maturity...................The Notes mature upon the earlier of (i) 90
days from date of Note or (ii) the date the
Company receives equity financing, proceeds
from any joint venture or any other
financing or sale of assets (iii) the date
of a closing of a sale (or the closing of
the last of a series of sales) of securities
(other than the financing contemplated
herein) subject to acceleration in the event
of bankruptcy or certain other customary
events.
Ranking....................These notes will be considered Senior
secured indebtedness of the Company. The
Company will use its best efforts to perfect
the security of the assets, including all
software and intellectual property, and the
Company will not incur additional financing
without the explicit approval of a
subordination agreement by the lender.
Conversion.................The note can be converted by the lender at
his discretion into common stock at Twenty
cents (.20) per share. If notes are
converted then warrants are cancelled and no
longer exercisable.
SUMMARY AND TERMS FOR THINKING TOOLS, INC (page 2)
BRIDGE FINANCING OFFERING
WARRANTS:
Issue......................Warrants for 200,000 shares of Common Stock
of the Company; each warrant will entitle
the holder to an exercise price equal to
equal value per share. The Warrants expires
December 31, 2004.
Assign rights..............The Notes and Warrants can be assigned to
other parties at the option of the original
Holder.
Adjustment to
Exercise price...........The number of shares issuable upon exercise
of the Warrants and Exercise Price are
subject to antidilution rights and shall be
adjusted in the event of the occurrence of
certain events, including stock dividends,
stock splits, combinations or
reclassifications involving or in respect of
the Common Stock of the Company.
Registration Rights........Shares and Warrant holders are entitled to
registration rights at the Company's
expense. Shares and Warrants will be
registered along with other underlying
securities in any Company registration.
The terms used to be reasonably equivalent the "Pelinore Agreement" as
amended to comply with above referenced terms and as approved by lender. This
document represents the final agreement between the signatures.
THINKING TOOLS, INC THINKING TECHNOLOGIES, LP
By: /s/Xxxxx Xxxxx By: /s/Xxxx Xxxxx
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Xxxxx Xxxxx, President & CEO Xxxx Xxxxx
