SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT is made as of the 25th day
of June, 1999, between GALAPACO HOLDINGS, LTD., a corporation organized under
the laws of the Bahamas, and MATTERHORN, LTD., a corporation organized under the
laws of Switzerland (collectively, the "Holders") and INTERACTIVE FLIGHT
TECHNOLOGIES, INC., a Delaware corporation ("IFT").
W I T N E S S E T H:
WHEREAS, the Holders are the holders of notes identified on Schedule B
attached hereto (the "Notes") issued by The Network Connection, Inc., a Georgia
corporation with principal executive offices at 0000 Xxxxx Xxxx Xxxx,
Xxxxxxxxxx, Xxxxxxx 00000 ("TNC"), having an aggregate principal amount of
$470,750 and aggregate accrued interest, redemption premiums, and other amounts
due thereon totaling $239,781 (collectively, the "Redemption Premium"); and
WHEREAS, IFT has agreed to purchase the Notes in exchange for a total of
177,633 shares of the Class A Common Stock of IFT, par value $.01 per share (the
"Common Stock").
NOW THEREFORE, for and in consideration of the premises and the mutual
covenants contained herein, the parties hereto, intending to be legally bound,
hereby agree as follows:
I. PURCHASE AND SALE OF NOTES
A. Transaction. The Holders hereby severally agree to sell to IFT, and IFT
agrees to purchase from the Holders, the respective Notes (including all
principal and the Redemption Premium having an aggregate balance due of
$710,531) owned by each such Holder, in a transaction exempt from the
registration and prospectus delivery requirements of the Securities Act of 1933,
as amended (the "Securities Act"), in accordance with the information set forth
on Schedule A attached hereto.
B. Purchase Price; Form of Payment. The consideration for the Notes to be
purchased by IFT shall be 177,633 shares of Common Stock payable to the Holders
as set forth on Schedule A attached hereto.
II. HOLDERS' REPRESENTATIONS AND WARRANTIES
The Holders severally represent and warrant to IFT as follows:
A. Each of the Holders is acquiring the Common Stock for their own account,
for investment purposes only and not with a view towards or in connection with
the public sale or distribution thereof in violation of the Securities Act.
B. Each of the Holders is (i) experienced in making investments of the kind
contemplated by this Agreement, (ii) capable, by reason of his, her or its
respective business and
financial experience, of evaluating the relative merits and risks of an
investment in the Common Stock, and (iii) able to afford the loss of the entire
investment in the Common Stock.
C. Each Holder understands that the Common Stock is being offered and sold
by IFT in reliance on an exemption from the registration requirements of the
Securities Act and equivalent state securities and "blue sky" laws, and that IFT
is relying upon the accuracy of, and the Holders' compliance with, the Holders'
respective representations, warranties and covenants set forth in this Agreement
to determine the availability of such exemption and the eligibility of the
Holders to purchase the Common Stock.
D. The Holders have each been furnished with or provided access to all
materials relating to the business, financial position and results of operations
of IFT and TNC, and all other materials requested by the Holders to enable them
to each make an informed investment decision with respect to the Common Stock
and the Notes.
E. The Holders acknowledge that they have each been furnished with copies
of IFT's Annual Report on Form 10-KSB for the fiscal year ended October 31,
1998, IFT's Quarterly Report on Form 10-QSB for the fiscal quarter ended April
30, 1999, IFT's Schedule 13D dated May 11, 1999 filed with respect to IFT's
beneficial ownership of TNC Common Stock; IFT's Current Report on Form 8-K dated
May 17, 1999; IFT's Proxy Statement with respect to its annual meeting of
Stockholders held on February 4, 1999, and all other reports and documents
heretofore filed by IFT with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act and the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since January 31, 1999 (collectively the
"Commission Filings"). The Holders also acknowledge that they have each been
furnished with copies of TNC's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1998; TNC's Quarterly Report on Form 10-QSB for the fiscal
quarter ended March 31, 1999; and all other reports and documents heretofore
filed by TNC with the Commission pursuant to the Securities Act and the Exchange
Act, since December 31, 1998.
F. The Holders each acknowledge that in making their decision to acquire
the Common Stock they have each been given an opportunity to ask questions of
and to receive answers from IFT's and TNC's respective executive officers,
directors and management personnel concerning the business and officers of IFT
and TNC, respectively.
G. The Holders each understand that the Common Stock has not been approved
or disapproved by the Commission or any state securities commission and that the
foregoing authorities have not reviewed any documents or instruments in
connection with the offer and sale to it of the Common Stock and have not
confirmed or determined the adequacy or accuracy of any such documents or
instruments.
H. This Agreement has been duly and validly authorized, executed and
delivered by the Holders and is a valid and binding agreement of each of the
Holders enforceable against each of them in accordance with its terms, subject
to applicable bankruptcy, insolvency,
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fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally.
I. None of the Holders nor their affiliates nor any person acting on behalf
of any of the Holders have the intention of entering into, and each such holder
covenants severally that it will not enter into prior to the closing, any put
option, short position or other similar instrument or position with respect to
the Common Stock and none of the Holders nor any of their affiliates nor any
person acting on the behalf of any of the Holders will use at any time shares of
Common Stock acquired pursuant to this Agreement to settle any put option, short
position or other similar instrument or position that may have been entered into
prior to the execution of this Agreement.
J. Each of the Holders has good, marketable, and unencumbered title to
their respective Notes, free and clear of all liens, security interests,
pledges, claims, options, and rights of others. There are no restriction on any
of the Holders' right to transfer the Notes to IFT pursuant to the terms of this
Agreement. None of the Notes have been modified or amended except as set forth
on Schedule B attached hereto. The amounts set forth on Schedule A are a true,
complete, and accurate statement of the amounts due under the Notes as of the
date hereof.
K. Galapaco Holdings, Ltd. and Matterhorn, Ltd., are corporations duly
organized, validly existing and in good standing under the laws of the Bahamas
and Switzerland, respectively, with their principal places of business at
Xxxxxxxxx Xxxxx, Xxxxxxxxx Xx., X.X. Xxx X-0000, Nassau, Bahamas, and X.X. Xxx
000, XX-0000, Xxxxxx, Xxxxxxxxxxx, respectively, and were not organized for the
purpose of acquiring the Common Stock. Each Holder has the power to acquire the
Common Stock pursuant to the terms hereof.
III. IFT'S REPRESENTATIONS AND WARRANTIES
IFT represents and warrants to and covenants and agrees with the Holders as
follows:
A. Capitalization. The authorized capital stock of IFT consists of
40,000,000 shares of Common Stock, of which 5,460,636 shares are outstanding on
the date hereof and 5,000,000 shares of Preferred Stock, of which 3,000 Series A
Preferred Shares are outstanding on the date hereof. All of the issued and
outstanding shares of Common Stock and Preferred Stock have been duly authorized
and validly issued and are fully paid and non-assessable. The Common Stock has
been duly and validly authorized, and when issued by IFT, will be duly and
validly issued, fully paid and non-assessable and will not subject the holder
thereof to personal liability by reason of being such holder.
B. Organization; Reporting IFT Status. IFT is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and is duly qualified as a foreign corporation in all jurisdictions in which the
failure to so qualify would have a material adverse effect on the business,
properties, prospects, condition (financial or otherwise) or results of
operations of IFT or on the consummation of any of the transactions contemplated
by this Agreement (a "Material Adverse Effect").
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C. Authority; Validity and Enforceability. IFT has the requisite corporate
power and authority to enter into this Agreement and the Registration Rights
Agreement to be dated and delivered at Closing as referred to in Section VIII.F
(collectively, the "Transaction Documents"), and to perform all of its
obligations hereunder and thereunder (including the issuance, sale and delivery
to the Holders of the Common Stock). The execution, delivery and performance by
IFT of this Agreement, the Transaction Documents, and the consummation by IFT of
the transactions contemplated hereby and thereby, has been duly authorized by
all necessary corporate action on the part of IFT. Each Transaction Document
constitutes a valid and binding obligation of IFT enforceable against it in
accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally. The Common Stock has been duly and
validly authorized for issuance by IFT and, when executed and delivered by IFT,
will be valid and binding obligations of IFT enforceable against it in
accordance with their terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally.
D. Non-contravention. The execution and delivery by IFT of the Transaction
Documents, the issuance of the Common Stock, and the consummation by IFT of the
other transactions contemplated hereby and thereby, do not and will not conflict
with or result in a breach by IFT of any of the terms or provisions of, or
constitute a default (or an event which, with notice, passage of time or both,
would constitute a default) under (i) the Certificate of Incorporation or
By-laws of IFT or (ii) except for such conflict, breach or default which would
not have a Material Adverse Effect, any indenture, mortgage, deed of trust or
other material agreement or instrument to which IFT is a party or by which its
properties or assets are bound, or any law, rule, regulation, decree, judgment
or order of any court or public or governmental authority having jurisdiction
over IFT or any of IFT's properties or assets.
E. Approvals. No authorization, approval or consent of any court or public
or governmental authority is required to be obtained by IFT for the issuance of
the Common Stock to the Holders as contemplated by this Agreement, except such
authorizations, approvals and consents that have been obtained by IFT prior to
the date hereof.
F. Commission Filings. None of the Commission Filings contained at the time
they were filed any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make the statements
made therein, in light of the circumstances under which they were made, not
misleading.
G. Absence of Certain Changes. Except as disclosed in the Commission
Filings, since January 31, 1999, there has not occurred any change, event or
development in the business, financial condition, or results of operations of
IFT, and there has not existed any condition having or reasonably likely to
have, a Material Adverse Effect.
H. Securities Law Matters. Based in part on the representations and
warranties of the Holders set forth in Article II hereof, the offer and issuance
by IFT of the Common Stock pursuant to the terms of this Agreement is exempt
from (i) the registration and prospectus delivery requirements of the Securities
Act and the rules and regulations of the Commission
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thereunder and (ii) the registration and/or qualification provisions of all
applicable United States state securities and "blue sky" laws. IFT shall not
directly or indirectly take, and shall not permit any of its directors, officers
or Affiliates directly or indirectly to take, any action, so as to make
unavailable the exemption from the Securities Act registration being relied upon
by IFT for the issuance to the Holders of the Common Stock as contemplated by
this Agreement. No form of general solicitation or advertising has been used or
authorized by IFT or any of its officers, directors or Affiliates in connection
with the offer or sale of the Common Stock as contemplated by this Agreement or
any other agreement to which IFT is a party.
I. Adequacy of Consideration. The Board of Directors of IFT has determined
that the consideration to be received for the Common Stock to be issued pursuant
to the terms of this Agreement is adequate in accordance with Section 153 of the
Delaware General Corporation Law.
IV. COVENANTS AND ACKNOWLEDGMENTS.
A. Restrictive Legend. The Holders acknowledge and agree that, upon
issuance pursuant to this Agreement, the Common Stock shall have endorsed
thereon legends in substantially the following forms:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE, AND ARE BEING OFFERED AND SOLD PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE SOLD OR
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OR SUCH OTHER LAWS.
THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON
PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE "GEORGIA SECURITIES
ACT OF 1973," AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A
TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER SUCH ACT.
B. Filings. IFT shall make all necessary SEC and state "blue sky" filings
required to be made by IFT in connection with the issuance of the Common Stock
to the Holders (based on the representations and warranties of the Holders) as
required by all applicable laws, and shall provide a copy thereof to the Holders
promptly after such filing.
VI. CLOSING.
The date and time of the closing pursuant to this Agreement (the "Closing
Date") shall be July 9, 1999 at 9:00 a.m. local time or such other as shall be
mutually agreed upon in
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writing at the offices of Xxxxxxx Law Group, LLC, 0000 Xxxxx Xx. X.X.,
Xxxxx 000, Xxxxxxx, XX 00000.
VII. CONDITIONS TO IFT'S OBLIGATIONS.
IFT's obligation to close hereunder is conditioned upon the following, any
of which may be waived by IFT:
A. The accuracy in all material respects on the Closing Date of the
representations and warranties of each of the Holders contained in this
Agreement as if made on the Closing Date (except for representations and
warranties which, by their express terms, speak as of and relate to a specified
date, in which case such accuracy shall be measured as of such specified date)
and the performance by the each of the Holders in all material respects on or
before the Closing Date of their respective covenants and agreements required to
be performed by each of them pursuant to this Agreement on or before the Closing
Date;
B. The absence of any law or order, ruling, judgment or writ of any court
or public or governmental authority restraining, enjoining or otherwise
prohibiting any of the transactions contemplated by this Agreement;
C. IFT's receipt of (1) a duly executed Irrevocable Proxy in the form
attached hereto as Exhibit A from each Holder; (2) a duly executed Allonge to
Secured Promissory Note from TNC in form and substance satisfactory to IFT; (3)
a duly executed Registration Rights Agreement in the form attached hereto as
Exhibit C; (4) all of the original Notes and Addenda thereto duly endorsed to
the order of IFT; (5) a General Release in the form attached hereto as Exhibit D
from each Holder; and (6) a duly executed Put/Call Agreement in the form
attached hereto as Exhibit E from each Holder; and
D. The Closing of the transactions between IFT and five third parties (who
are also holders of notes signed by TNC) pursuant to those certain Securities
Purchase Agreements dated as of the date hereof.
VIII. CONDITIONS TO THE HOLDERS' OBLIGATIONS.
The Holders' obligation to close hereunder is conditioned upon the
following, any of which may be waived by the Holders severally:
A. The receipt by each Holder of one or more certificates registered in the
name of each Holder, respectively) evidencing the Common Stock to be acquired by
such Holder pursuant to this Agreement, as set forth on Schedule A attached
hereto;
B. The accuracy in all material respects on the Closing Date of the
representations and warranties made by IFT in this Agreement as if made on the
Closing Date (except for representations and warranties which, by their express
terms, speak as of and relate to a specified date, in which case such accuracy
shall be measured as of such specified date) and the performance by IFT in all
material respects on or before the Closing Date of all covenants and
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agreements of IFT required to be performed by it pursuant to this Agreement on
or before the Closing Date;
C. There not having occurred (i) any general suspension of trading in, or
limitation on prices listed for, the Common Stock of IFT on NASDAQ, (ii) the
declaration of a banking moratorium or any suspension of payments in respect of
banks in the United States, or (iii) in the case of the foregoing existing at
the date of this Agreement, a material acceleration or worsening thereof;
D. There not having occurred any event or development, and there being in
existence no condition, having or which reasonably and foreseeably would have a
Material Adverse Effect;
E. The absence of any law or order, ruling, judgment or writ of any court
or public or governmental authority restraining, enjoining or otherwise
prohibiting any of the transactions contemplated by this Agreement; and
F. Each Holder's receipt of (1) a duly executed Registration Rights
Agreement in the form of Exhibit C attached hereto; and (2) a duly executed
Put/Call Agreement in the form of Exhibit E attached hereto.
IX. SURVIVAL; INDEMNIFICATION.
A. The representations, warranties and covenants made by each of IFT and
each of the Holders in this Agreement, the annexes, schedules and exhibits
hereto and in each instrument, agreement and certificate entered into and
delivered by either of them pursuant to this Agreement, shall survive the
Closing and the consummation of the transactions contemplated hereby for a
period of one year. In the event of a breach or violation of any of such
representations, warranties or covenants, the party to whom such
representations, warranties or covenants have been made shall have all rights
and remedies for such breach or violation available to it under the provisions
of this Agreement or otherwise, whether at law or in equity, irrespective of any
investigation made by or on behalf of such party on or prior to the Closing
Date.
B. IFT hereby agrees to indemnify and hold harmless each Holder, their
respective affiliates and their respective officers, directors, partners and
members (collectively, the "Holder Indemnitees"), from and against any and all
losses, claims, damages, judgments, penalties, liabilities and deficiencies
(collectively, "Losses"), and agrees to reimburse Holder Indemnitees for all
out-of-pocket expenses (including the reasonable fees and expenses of legal
counsel), in each case promptly as incurred by Holder Indemnitees and to the
extent arising out of or in connection with:
1. any misrepresentation, omission of fact or breach of any of IFT's
representations or warranties contained in this Agreement, the exhibits hereto
or any instrument, agreement or certificate entered into or delivered by IFT
pursuant to this Agreement; or
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2. any failure by IFT to perform in any material respect any of its
covenants, agreements, undertakings or obligations set forth in this Agreement,
the exhibits hereto or any instrument, agreement or certificate entered into or
delivered by IFT pursuant to this Agreement.
C. The Holders hereby agree to indemnify and hold harmless IFT, its
Affiliates and their respective officers, directors, partners and members
(collectively, the "IFT Indemnitees"), from and against any and all Losses, and
agrees to reimburse IFT Indemnitees for all out-of-pocket expenses (including
the reasonable fees and expenses of legal counsel), in each case promptly as
incurred by IFT Indemnitees and to the extent arising out of or in connection
with:
1. any misrepresentation, omission of fact, or breach of any of the
Holders' representations or warranties contained in this Agreement, the exhibits
hereto or any instrument, agreement or certificate entered into or delivered by
the Holders pursuant to this Agreement; or
2. any failure by any of the Holders to perform in any material respect any
of its covenants, agreements, undertakings or obligations set forth in this
Agreement or any instrument, certificate or agreement entered into or delivered
by any of the Holders pursuant to this Agreement.
D. Promptly after receipt by either party hereto seeking indemnification
pursuant to this Section IX (an "Indemnified Party") of written notice of any
investigation, claim, proceeding or other action in respect of which
indemnification is being sought (each, a "Claim"), the Indemnified Party
promptly shall notify the party against whom indemnification pursuant to this
Section IX is being sought (the "Indemnifying Party") of the commencement
thereof; but the omission to so notify the Indemnifying Party shall not relieve
it from any liability that it otherwise may have to the Indemnified Party,
except to the extent that the Indemnifying Party is materially prejudiced and
forfeits substantive rights and defenses by reason of such failure. In
connection with any Claim, the Indemnifying Party shall be entitled to assume
the defense thereof. Notwithstanding the assumption of the defense of any Claim
by the Indemnifying Party, the Indemnified Party shall have the right to employ
separate legal counsel (together with appropriate local counsel) and to
participate in the defense of such Claim, and the Indemnifying Party shall bear
the reasonable fees, out-of-pocket costs and expenses of such separate legal
counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party
shall have agreed to pay such fees, out-of-pocket costs and expenses, (y) the
Indemnified Party and the Indemnifying Party reasonably shall have concluded
that representation of the Indemnified Party and the Indemnifying Party by the
same legal counsel would not be appropriate (i) due to actual or, as reasonably
determined by legal counsel to the Indemnified Party, potentially differing
interests between such parties in the conduct of the defense of such Claim, or
(ii) if there may be legal defenses available to the Indemnified Party that are
in addition to or disparate from those available to the Indemnifying Party and
which can not be presented by counsel to the Indemnifying Party, or (z) the
Indemnifying Party shall have failed to employ legal counsel reasonably
satisfactory to the Indemnified Party within a reasonable period of time after
notice of the commencement of such Claim. If the Indemnified Party employs
separate legal counsel in circumstances other than as described in clauses (x),
(y) or (z) above, the fees, costs and expenses of such legal counsel shall be
borne exclusively by the Indemnified Party. Except as provided
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above, the Indemnifying Party shall not, in connection with any Claim in the
same jurisdiction, be liable for the fees and expenses of more than one firm of
legal counsel for the Indemnified Party (together with appropriate local
counsel). The Indemnifying Party shall not, without the prior written consent of
the Indemnified Party (which consent shall not unreasonably be withheld), settle
or compromise any Claim or consent to the entry of any judgment that does not
include an unconditional release of the Indemnified Party from all liabilities
with respect to such Claim or judgment.
E. In the event one party hereunder should have a claim for indemnification
that does not involve a claim or demand being asserted by a third party, the
Indemnified Party promptly shall deliver notice of such claim to the
Indemnifying Party. If the Indemnified Party disputes the claim, such dispute
shall be resolved by mutual agreement of the Indemnified Party and the
Indemnifying Party or by binding arbitration conducted in accordance with the
procedures and rules of the American Arbitration Association. Judgment upon any
award rendered by any arbitrators may be entered in any court having competent
jurisdiction thereof.
X. GOVERNING LAW: MISCELLANEOUS.
This Agreement shall be governed by and interpreted in accordance with the
laws of the Commonwealth of Pennsylvania, without regard to the conflicts of law
principles of such state. Each of the parties consents to the jurisdiction of
the Federal courts whose districts encompass any part of the City of
Philadelphia or the state courts of Commonwealth of Pennsylvania sitting in the
City of Philadelphia in connection with any dispute arising under this Agreement
and hereby waives, to the maximum extent permitted by law, any objection,
including any objection based on forum non conveniens, to the bringing of any
such proceeding in such jurisdictions. A facsimile transmission of this signed
Agreement shall be legal and binding on all parties hereto. This Agreement may
be signed in one or more counterparts, each of which shall be deemed an
original. The headings of this Agreement have been inserted for convenience of
reference only and shall not form part of, or affect the interpretation of, this
Agreement. If any provision of this Agreement shall be invalid or unenforceable
in any jurisdiction, such invalidity or unenforceability shall not affect the
validity or enforceability of the remainder of this Agreement or the validity or
enforceability of this Agreement in any other jurisdiction. This Agreement may
be amended only by an instrument in writing signed by the party to be charged
with enforcement. This Agreement supersedes all prior agreements and
understandings among the parties hereto with respect to the subject matter
hereof.
XI. NOTICES. Except as may be otherwise provided herein, any notice or
other communication or delivery required or permitted hereunder shall be in
writing and shall be delivered personally or sent by certified mail, postage
prepaid, or by a nationally recognized overnight courier service, by facsimile
with confirmation back if followed promptly by first class mail, and shall be
deemed given when so delivered personally or by overnight courier service, or,
if mailed, three (3) days after the date of deposit in the United States mails,
as follows:
(1) if to a Holder at the respective address set forth in Section II.K.
(2) if to IFT, to
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Interactive Flight Technologies, Inc.
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxx X 000
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx
with a copy to:
Mesirov Xxxxxx Xxxxx Xxxxxx Xxxxxxxx, LLP
0000 Xxxxxx Xxxxxx - Xxxxx 0000
Xxxxxxxxxxxx, XX 00000-0000
Attn: Xxxxxx X. Xxxx, Esquire
IFT or any of the Holders may change his, her, or its respective address for
notices by notice given pursuant to this Article XI.
XII. CONFIDENTIALITY. IFT and each of the Holders agree to keep
confidential and not to disclose to or use for the benefit of any third party
the terms of this Agreement or any other information which at any time is
communicated by the other party as being confidential without the prior written
approval of the other party; provided, however, that this provision shall not
apply to information which, at the time of disclosure, is already part of the
public domain (except by breach of this Agreement) and information which is
required to be disclosed by law (including, without limitation, pursuant to Item
10 of Rule 601 of Regulation S-K under the Securities Act and the Exchange Act).
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement on the date first above written.
INTERACTIVE FLIGHT TECHNOLOGIES, INC.
By:
------------------------------------
Name:
Title:
(Signatures continued on next page)
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GALAPACO HOLDINGS, LTD.
By:
------------------------------------
Name:
Title:
MATTERHORN, LTD.
By:
------------------------------------
Name:
Title:
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SCHEDULE A
Shares of Class A Principal
Common Stock of Amount of Redemption
IFT to be Received Notes Premium to
Holder by Holder Held June 3, 1999 Total Due
------ ------------------ --------- ------------ ---------
Galapaco Holdings 107,181 $270,750 $157,975 $428,725
Matterhorn, Ltd. 70,452 200,000 81,806 281,806
------- -------- -------- --------
TOTALS 177,633 $470,750 $239,781 $710,531
------ ======= ======== ======== ========
SCHEDULE B
AMENDMENTS TO NOTES
Key Addendum
Holder Date of Note Addendum Date Provisions
------ ------------ ------------- ------------
Galapaco Holdings, Inc. October 12, 1998 January 13, 1999 full redemption of Note by 2/1/99 or
additional redemption bonus due to
Holder
Galapaco Holdings, Inc. October 12, 1998 ?? (illegible) full redemption of Note by 2/25/99
or additional redemption bonus due
to Holder; warrants reissued at
$2.50 exercise price
Matterhorn, Ltd. December 11, 1998 February 12, 1999 full redemption of Note by 3/15/99
or additional redemption bonus due
to Holder; warrants reissued at
$2.50 exercise price
EXHIBIT A
IRREVOCABLE PROXY
EXHIBIT B
[Intentionally Omitted)
EXHIBIT C
REGISTRATION RIGHTS AGREEMENT
EXHIBIT D
GENERAL RELEASE
EXHIBIT E
PUT/CALL AGREEMENT
