EXHIBIT 4.14
CONVERSION OF DEBT AGREEMENT
THIS CONVERSION OF DEBT AGREEMENT is dated as of December 27, 2001 and is
entered into between:
TRINITY MEDICAL GROUP USA, INC. ("TMGUSA"), a Florida Corporation, having a
place of business at 00000 Xxxxx, Xxxxx 000, Xxxxxx Xxxxx Xxxxxxxxx, XX 00000
U.S.A.; and
TRINITY ASSETS COMPANY LIMITED ("TAC"), a company incorporated in Thailand,
having a place of business at 000/000 Xxx Xxxxxxxxxxxx, Xxxxx Xxxx, Xxxxxxx
00000, Xxxxxxxx.
WITNESSETH:
WHEREAS, TMGUSA and TAC entered into the Sublicense and Supply Agreement dated
as of August 4, 2000 (the "Sublicense and Supply Agreement") and as Supplemented
August 5, 2000.
WHEREAS, TMGUSA and TAC hereby enter into this Conversion of Debt Agreement
dated as of December 27, 2001 (the "Conversion of Debt Agreement" or
"Agreement").
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants herein contained, the Parties agree as follows:
ARTICLE 1. DEFINITION AND INTERPRETATION
Unless otherwise specified in this Agreement, terms used in this Agreement shall
have the same meanings as provided in the License Agreement between TMG and The
Immune Response Corporation dated September 15, 1995 or in the Sublicense and
Supply Agreement between TMGUSA and TAC dated August 4, 2000 or its Supplement
dated August 5, 2000.
ARTICLE 2. TERMS AND CONDITIONS OF SETTLEMENT
2.1 Outstanding Balance as of November 30, 2001
Both parties to this Agreement confirm that after examination of
invoices submitted to TMGUSA by TAC and Trinity Medical Group, Ltd.
(TMG), a subsidiary of TAC, and after examination of payments made by
TMGUSA to TAC and TMG, the outstanding balance of amounts owed by TMGUSA
to TMG and TAC as of November 30, 2001 is US $289,298.83 and US
$1,454,550.00, respectively.
2.2 Amount of Shares to be Issued and Restrictions
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2.2.1 The parties agree that TMGUSA shall issue 1,000,000 shares of its
common stock, par value US $.001, to satisfy all or a portion of
the amounts owed and referenced in Article 2.1, and that the
Securities issued shall contain a restrictive legend
substantially similar to that presented in Exhibit A to this
Agreement.
2.2.2 TAC understands that the Securities have not been registered
under the Securities and Exchange Act in reliance upon an
exemption therefrom for non-public or limited offerings. TAC
understands that the Securities must be held indefinitely unless
the sale or other transfer thereof is subsequently registered
under the Act or an exemption from such registration is available
at that time.
2.3 Conversion Price per Share
--------------------------
The Conversion Price per Share shall be equal to the average closing
price of TMGUSA's common stock for the five business days preceding the
date that the parties hereby execute this Agreement, which is equal to
$1.34 per share.
2.4 Order of Payment
----------------
The parties agree that all amounts owed and outstanding to TMG as of
November 30, 2001 shall be first satisfied through the issuance of the
Securities; then, all or a portion of amounts owed and outstanding to
TAC as of November 30, 2001 shall be satisfied through the issuance of
the remaining Securities.
ARTICLE 3. MISCELLANEOUS
3.1 Notices
--------
Any consent, notice or report required or permitted to be given or made
under the Agreement by a party to the other shall be in writing,
delivered personally or by facsimile (and promptly confirmed by personal
delivery, air mail or internationally-recognized courier) air mail or
internationally-recognized courier, postage prepaid (where applicable),
addressed to the other party at its address indicated furnished in
writing to the addressor and (except as otherwise provided in the
Agreement) shall be effective upon receipt by the addressee.
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If to TMGUSA: Trinity Medical Group USA, Inc.
30021 Xxxxx, Xxxxx 000
Xxxxxx Xxxxx Xxxxxxxxx, XX 00000
U. S. A.
Attention: Xx. Xxxx X. Xxxxxx, CPA
Chief Financial Officer
If to TAC: Trinity Assets Company Limited
000/x00 Xxx Xxxxxxxxxxxx
Xxxxx Xxxx
Xxxxxxx 00000, Xxxxxxxx
Attention: Mr. Inthanom Churdboonchart
Director
3.2 Applicable Law
---------------
This Agreement shall be governed by and construed in accordance with the
laws of the United States and the State of Florida.
3.3 Entire Agreement
-----------------
The Agreement between TMGUSA and TAC, together with their respective
exhibits, contain the entire understanding of the parties with respect
to the subject matter hereof; all express or implied agreements and
understandings, either oral or written, heretofore made are expressly
superseded by the Agreement. This Agreement may be amended, or any term
hereof modified, only by a written instrument duly executed by both
parties.
3.4 Headings
---------
The captions to the several Articles and Sections hereof are not a part
of the Agreement, but are merely guides or labels to assist in locating
and reading the several Articles and Sections of this Agreement.
3.5 Waiver
-------
The waiver by either party of any right hereunder or the failure to
perform or of a breach by the other party shall not be deemed a waiver
of any other right hereunder or of any other breach or failure by said
other party whether of a similar nature or otherwise.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth above.
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For and on behalf of
TRINITY MEDICAL GROUP USA, INC.
By:
/s/ Xxxx Xxxxxxxxxxxxxx /s/ Xxxxx X. Xxxxxxx
========================================= =========================================
Xxxx Xxxxxxxxxxxxxx, President Xxxxx X. Xxxxxxx, Chief Executive Officer
/s/ Xxxx X. Xxxxxx
=========================================
Xxxx X. Xxxxxx, Chief Financial Officer
For and on behalf of
TRINITY ASSETS COMPANY LIMITED
By:
/s/ Inthanom Churdboonchart /s/ Orranart Churdboonchart
========================================= =========================================
Inthanom Churdboonchart Orranart Churdboonchart
Title: Director Title: Director
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EXHIBIT A
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED AND MAY
NOT BE TRANSFERRED UNLESS (A) THE SHAREHOLDER WISHING TO TRANSFER SUCH
SECURITIES PROVIDES AN OPINION OF COUNSEL REASONABLY CONCURRED IN BY COUNSEL FOR
TRINITY MEDICAL GROUP USA, INC. (THE "COMPANY") STATING THAT THE PROPOSED
TRANSFER OF THE COMPANY'S SECURITIES IS EXEMPT FROM THE REGISTRATION PROVISIONS
OF ALL APPLICABLE FEDERAL AND STATE LAWS; OR (B) SAID SECURITIES HAVE BEEN
REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED.
THE PURCHASER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES TO RESELL
SUCH SECURITIES ONLY IN ACCORDANCE WITH REGULATION S, PROMULGATED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), PURSUANT TO
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION; AND AGREES NOT TO ENGAGE IN HEDGING TRANSACTIONS WITH REGARD TO
SUCH SECURITIES UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
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