SHARE EXCHANGE AGREEMENT
This Share Exchange Agreement ("Agreement") between Precom
Technology, Inc., a Florida corporation ("Precom"), International
Financial Concierge Services, Inc., a Florida corporation ("IFCS") and
the persons listed in Exhibit A hereof (collectively the
"Shareholders"), being the owners of record of all of the issued and
outstanding stock of IFCS, is entered into as of October 1, 2002.
RECITALS
A. IFCS is a diversified financial services company that takes
advantage of a wide range of business opportunities and tax and asset
protection strategies for its clients at varying investment levels.
Through its business units, IFCS acts as a vehicle and advisor for
acquisition of strategically placed companies in fragmented industries,
as well as a full-service financial and tax advisor, and a venture
capital firm.
B. The Shareholders own all of the issued and outstanding shares of
common stock of IFCS (the "IFCS Shares").
C. The Shareholders have agreed to sell to Precom, and Precom has
agreed to purchase, the IFCS Shares from the Shareholders in exchange
for shares of Precom preferred stock, pursuant to the terms and
conditions set forth in this Agreement.
D. IFCS will become a wholly-owned subsidiary of Precom.
E. The parties to this Agreement intend that the share exchange
transaction contemplated by this Agreement qualify as a reorganization
within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code
of 1986, as amended
In consideration of the mutual representations, warranties, covenants
and agreements contained in this Agreement, the parties agree as
follows:
1. Exchange of Stock.
(a) The Shareholders agree to transfer to Precom, and Precom agrees to
acquire from the Shareholders, all of the Shareholders' right, title
and interest in their IFCS Stock, representing 100% of the issued and
outstanding stock of IFCS, free and clear of all mortgages, liens,
pledges, security interests, restrictions, encumbrances, or adverse
claims of any nature.
(b) At the Closing (as defined in Section 2 below), upon surrender by
the Shareholders of the certificates evidencing the IFCS Stock duly
endorsed for transfer to Precom or accompanied by stock powers executed
in blank by the Shareholders, Precom will cause 6,250,000 shares of its
voting, convertible, non-cumulative preferred stock (the "Precom
Stock"), subject to adjustment for fractionalized shares as set forth
below, to be issued to the Shareholders, in full satisfaction of any
right or interest which each Shareholder held in the IFCS Stock. The
Precom Stock shall be subject to the Statement of Preferences attached
hereto as Exhibit B. The Precom Stock will be issued to the
Shareholders on a pro rata basis, in the same proportion as the
percentage of their ownership interest in the IFCS Stock, as set forth
on Exhibit A. Any fractional shares that will result due to such pro
rata distribution will be rounded up to the next highest whole number.
As a result of the transfer of the IFCS Stock in exchange for the
Precom Stock, IFCS will become a wholly-owned subsidiary of Precom.
(c) Precom intends to change its name to IFCS Holding, Inc. or such
derivation or variation thereof as the Shareholders and IFCS hereafter
shall designate and the stock certificates to be issued to the
shareholders may be issued in the name of Precom or IFCS Holdings, Inc.
2. Closing.
(a) The parties to this Agreement will hold a closing (the "Closing")
for the purpose of executing and exchanging all of the documents
contemplated by this Agreement and otherwise effecting the transactions
contemplated by this Agreement. The Closing will be held as soon as
possible at IFCS's current principal office located at 0000 Xxxxxx
Xxxx, Xxxxx 000X, Xxxx Xxxxx, XX 00000 or at such other location as the
parties mutually agree in writing, following Precom's compliance with
shareholder notification requirements of Florida state law and, if
required, the requirements of Section 14 of the Securities Exchange Act
of 1934, as amended, but no later than October 10, 2002 unless extended
in writing by the parties. All proceedings to be taken and all
documents to be executed and exchanged at the Closing will be deemed to
have been taken, delivered and executed simultaneously, and no
proceeding will be deemed taken nor documents deemed executed or
delivered until all have been taken, delivered and executed. If agreed
to by the parties, the Closing may take place through the exchange of
documents by fax and/or express courier.
(b) With the exception of any stock certificates, which must be in
their original form, any copy, fax, e-mail or other reliable
reproduction of the writing or transmission required by this Agreement
or any signature required thereon may be used in lieu of an original
writing or transmission or signature for any and all purposes for which
the original could be used, provided that such copy, fax, e-mail or
other reproduction is a complete reproduction of the entire original
writing or transmission or original signature, and the originals are
promptly delivered thereafter.
(c) A Closing will be deemed to have occurred, upon the exchange of
100% of the
currently issued and outstanding shares of IFCS for the Precom Shares.
This Agreement shall be binding upon the parties when executed by IFCS,
Precom and Shareholders holding all of the total issued and outstanding
shares of IFCS. In the event that the full amount of IFCS shares have
not been exchanged for the full amount of Precom shares at the Closing,
the parties will cooperate to complete the full exchange contemplated
by this Agreement as quickly as possible following the Closing, but no
later than ten days after Closing.
3. Representations and Warranties of Precom.
Precom represents and warrants as follows:
(a) Precom is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Florida and is licensed or
qualified as a foreign corporation in all states in which the nature of
its business or the character or ownership of its properties makes such
licensing or qualification necessary.
(b) The authorized capital stock of Precom consists of (i) 25,000,000
shares of common stock, $0.001 par value per share, of which 22,361,615
are issued and outstanding and (ii) 10,000,000 shares of preferred
stock, $.0.001 par value, of which 1,000,000 shares are issued and
outstanding. To the knowledge of Precom, all issued and outstanding
shares of Precom's common and preferred stock are fully paid and non-
assessable.
(c) Precom has no active subsidiaries.
(d) Execution of this Agreement and performance by Precom hereunder has
been duly authorized by all requisite corporate action on the part of
Precom, and this Agreement constitutes a valid and binding obligation
of Precom, and Precom's performance hereunder will not violate any
provision of any charter, bylaw, indenture, mortgage, lease, or
agreement, or any order, judgment, decree, or, to Precom's knowledge
any law or regulation, to which any property of Precom is subject or by
which Precom is bound.
(e) Precom has full corporate power and authority to enter into this
Agreement and to carry out its obligations hereunder, and will deliver
at the Closing a certified copy of resolutions of its board of
directors authorizing execution of this Agreement by its officers and
performance hereunder.
(f) Precom has provided all financial statements and financial
information in its possession as has been requested by the
Shareholders.
(g) There is no litigation or proceeding pending, or to Precom's
knowledge threatened, against or relating to Precom, its properties or
businesses.
(h) Precom is not a party to any material contract other than those
listed in Precom's Form 10-KSB periodic report for the period ending
December 31, 2001, as filed with the Securities Exchange Commission,
and in any subsequent filing by Precom with the SEC.
(i) Precom has no material assets or liabilities, except as listed in
Precom's Form 10-QSB periodic report for the period ending June 30,
2002, as filed with the Securities Exchange Commission and any
liabilities incurred in the ordinary course of business from June 30,
2002 to the Closing Date.
(j) Precom has filed in correct form all federal, state, and other tax
returns of every nature required to be filed by it and has paid all
taxes as shown on such returns and all assessments, fees and charges
received by it to the extent that such taxes, assessments, fees and
charges have become due. Precom has also paid all taxes which do not
require the filing of returns and which are required to be paid by it.
To the extent that tax liabilities have accrued, but have not become
payable, they have been adequately reflected as liabilities on the
books of Precom.
(k) Precom is a publicly reporting company pursuant to Section 12(g) of
the Securities Exchange Act of 1934, as amended (the "Act") and is in
compliance with all reporting requirements of the Act. Precom's Form
10-KSB for the period ending December 31, 2001, its Form 10-QSB for the
periods ending March 31, 2002, and June 30, 2002 and any other periodic
filings made by Precom as filed with the SEC, including all exhibits,
documents and attachments thereto, are true and correct in all material
respects and do not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make any statement therein not materially misleading.
(n) Precom is acquiring the IFCS shares to be transferred to it under
this Agreement for investment and not with a view to the sale or
distribution thereof.
(o) Precom represents that although a majority of the shares of its
common stock outstanding have consented to the transaction contemplated
by this Agreement, no shareholder approval is necessary for this
transaction under applicable Florida law.
4. Representations and Warranties of IFCS.
IFCS represents and warrants as follows:
(a) IFCS is a corporation duly organized, validly existing, and in good
standing under the laws of the state of Florida and is licensed or
qualified as a foreign corporation in all places in which the nature of
its business or the character or ownership of its properties makes such
licensing or qualification necessary.
(b) There are no agreements purporting to restrict the transfer of the
IFCS Shares, nor any voting agreements, voting trusts or other
arrangements restricting or affecting the voting of the IFCS Shares.
The IFCS Shares held by the Shareholders are duly and validly issued,
fully paid and non-assessable, and issued in full compliance with all
federal, state, and local laws, rules and regulations. There are no
subscription rights, options, warrants, convertible securities, or
other rights (contingent or otherwise) presently outstanding, for the
purchase, acquisition, or sale of the capital stock of IFCS, or any
securities convertible into or exchangeable for capital stock of IFCS
or other securities of IFCS, from or by IFCS.
(c) The Shareholders have full right, power and authority to sell,
transfer and deliver the IFCS Shares, and upon delivery of the
certificates therefore as contemplated in this Agreement, the
Shareholders will transfer to Precom valid and marketable title to the
IFCS Shares, including all voting and other rights to the IFCS Shares,
free and clear of all pledges, liens, security interests, adverse
claims, options, rights of any third party, or other encumbrances. Each
of the Shareholders owns and holds the number or percentage of IFCS
Shares which are listed opposite their names on Exhibit A attached
hereto.
(d) There is no litigation or proceeding pending, or to any
Shareholder's knowledge, threatened, against or relating to IFCS or to
the IFCS Shares.
(e) IFCS has filed in correct form all tax returns of every nature
required to be filed by it and has paid all taxes as shown on such
returns and all assessments, fees and charges received by it to the
extent that such taxes, assessments, fees and charges have become due.
IFCS has also paid all taxes which do not require the filing of returns
and which are required to be paid by it. To the extent that tax
liabilities have accrued, but have not become payable, they have been
adequately reflected as liabilities on the books of IFCS.
(f) IFCS and the Shareholders have had the opportunity to perform all
due diligence investigations of Precom as they have deemed necessary or
appropriate and to ask questions of Precom's officers and directors and
have received satisfactory answers to all of their questions. IFCS and
the Shareholders have had access to all documents and information about
Precom and have reviewed sufficient information to allow them to
evaluate the merits and risks of the acquisition of the Precom Stock.
(g) The Shareholders are acquiring the Precom Stock for their own
account (and not for the account of others) for investment and not with
a view to the distribution thereof. The Shareholders will not sell or
otherwise dispose of the Precom Stock without registration under the
Securities Act of 1933, as amended, or an exemption therefrom, and the
certificate or certificates representing the Precom Stock will contain
a legend to the foregoing effect.
5. Conduct Prior to the Closing.
Precom, IFCS and the Shareholders covenant that between the date of
this Agreement and the Closing as to each of them:
(a) Precom and IFCS Shareholders will cooperate with each other in the
preparation and filing of any disclosures or other filings required to
be made with the SEC and Precom agrees to bear all costs and expenses
relating to the preparation and filing of the required reports.
(b) No change will be made in the charter documents, by-laws, or other
corporate documents of Precom or IFCS, except as expressly provided
herein.
(c) Precom and IFCS will each use its best efforts to maintain and
preserve its business organization, employee relationships, and
goodwill intact, and Precom will not enter into any material commitment
except in the ordinary course of business.
(d) None of the Shareholders will sell, transfer, assign, hypothecate,
lien, or otherwise dispose of or encumber the IFCS Shares owned by
them.
6. Conditions to Obligations of Shareholders and IFCS.
IFCS and the Shareholders' obligation to complete the transactions
contemplated herein is subject to fulfillment on or before the Closing
of each of the following conditions, unless waived in writing by IFCS
or the Shareholders as appropriate:
(a) The representations and warranties of Precom set forth herein will
be true and correct at the Closing as though made at and as of that
date, except as affected by transactions contemplated hereby.
(b) Precom will have performed all covenants required by this Agreement
to be performed by it on or before the Closing.
(c) This Agreement will have been approved by the Board of Directors of
Precom.
(d) Precom will have delivered to the Shareholders the documents set
forth below in form and substance reasonably satisfactory to counsel
for the Shareholders, to the effect that:
(i) Precom is a corporation duly organized, validly existing, and
in good standing;
(ii) Precom's authorized and issued capital stock is as set forth
herein;
(iii) Certified copies of the resolutions of the board of
directors of Precom authorizing the execution of this Agreement and the
consummation hereof; and
(iv) Any further document as may be reasonably requested by
counsel to the Shareholders in order to substantiate any of the
representations or warranties of Precom set forth herein.
(e) There will have occurred no material adverse change in the
business, operations or prospects of Precom.
7. Conditions to Obligations of Precom.
Precom's obligation to complete the transaction contemplated herein
will be subject to fulfillment on or before the Closing of each of the
following conditions, unless waived in writing by Precom, as
appropriate:
(a) The representations and warranties of IFCS set forth herein will be
true and correct at the Closing as though made at and as of that date,
except as affected by transactions contemplated hereby.
(b) IFCS and the Shareholders will have performed all covenants
required by this Agreement to be performed by them on or before the
Closing.
(c) This Agreement will have been approved by the Board of Directors of
IFCS.
(d) IFCS and the Shareholders will have delivered to Precom the
documents set forth below in form and substance reasonably satisfactory
to counsel for Precom, to the effect that:
(i) IFCS is a corporation duly organized, validly existing, and in
good standing;
(ii) IFCS's issued and outstanding capital stock is owned as set
forth herein and Exhibit A hereto;
(iii) Certified copies of the resolutions of the board of
directors of IFCS authorizing the execution of this Agreement and the
consummation hereof; and
(iv) Any further document as may be reasonably requested by
counsel to Precom in order to substantiate any of the representations
or warranties of the shareholders set forth herein.
(e) There will have occurred no material adverse change in the
business, operations or prospects of IFCS.
8. Additional Covenants.
(a) Between the date of this Agreement and the Closing, the
Shareholders and IFCS, with respect to IFCS, and Precom, with respect
to itself, will, and will cause their respective representatives to (i)
afford the other party and its representatives access to their
personnel, properties, contracts, books and records, and other
documents and data, as reasonably requested by the other party; (ii)
furnish the other party and its representatives with copies of all such
contracts, books and records, and other existing documents and data as
the other may reasonably request in connection with the transaction
contemplated by this Agreement; and (iii) furnish the other party and
its representatives with such additional financial, operating, and
other data and information as the other may reasonably request. The
Shareholders and IFCS will cause IFCS to, and Precom will provide the
Shareholders with, complete copies of all material contracts and other
relevant information on a timely basis in order to keep the other party
fully informed of the status of their respective business and
operations.
(b) Precom, IFCS and the Shareholders will cooperate with each other in
the preparation of a Form 8-K if required to be filed with the SEC
describing the transaction contemplated by this Agreement and such
other items as are required by the SEC rules and regulations.
(c) The parties agree that they will not make, and the Shareholders
will not permit IFCS to make, any public announcements relating to this
Agreement or the transactions contemplated herein without the prior
written consent of the other party, except as may be required to comply
with applicable laws or regulatory requirements after consulting with
the other party hereto and seeking their consent to such announcement.
9. Termination.
This Agreement may be terminated (1) by mutual consent in writing or
(2) by either the Shareholders or Precom if there has been a material
misrepresentation or material breach of any warranty or covenant by any
other party that is not cured by the Closing.
10. Expenses.
Whether or not the Closing is consummated, each of the parties will pay
at or before Closing all of his, her, or its own legal and accounting
fees and other expenses incurred in the preparation of this Agreement
and the performance of the terms and provisions of this Agreement.
11. Survival of Representations and Warranties.
The representations and warranties of the Shareholders and Precom set
out in this Agreement will survive the Closing for a period of thirty
days, except for the representations and warranties set forth herein
regarding tax liabilities with shall survive for seven years from the
date of this Agreement.
12. Waiver.
Any failure on the part of either party hereto to comply with any of
its obligations, agreements, or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.
13. Brokers.
No finder or broker has been employed by the parties to this Agreement.
The parties understand that the principals of IFCS are also the
controlling shareholders, directors and officers of Precom prior to the
Closing. Each party agrees to indemnify and hold harmless the other
party against any fee, loss, or expense arising out of claims by
brokers or finders employed or alleged to have been employed by the
indemnifying party.
14. Notices.
All notices and other communications under this Agreement must be in
writing and will be deemed to have been given if delivered in person or
sent by prepaid first-class certified mail, return receipt requested,
or recognized commercial courier service, to the last known address of
the noticed party.
15. General Provisions.
(a) This Agreement will be governed by and under the laws of the State
of Florida, USA without giving effect to conflicts of law principals.
If any provision hereof is found invalid or unenforceable, that part
will be amended to achieve as nearly as possible the same effect as the
original provision and the remainder of this Agreement will remain in
full force and effect.
(b) Any dispute arising under or in any way related to this Agreement
will be submitted to binding arbitration before a panel of three
arbitrators of the American Arbitration Association. The arbitrators
will be selected and the arbitration will conducted in accordance with
the Association's commercial rules then in effect. The arbitration will
be conducted in the State of Florida. The decision of the arbitrators
will set forth in reasonable detail the basis for the decision and will
be binding on the parties. The arbitration award may be confirmed by
any court of competent jurisdiction.
(c) In any adverse action, the parties will restrict themselves to
claims for compensatory damages and/or securities issued or to be
issued and no claims will be made by any party or affiliate for lost
profits, punitive or multiple damages.
(d) This Agreement constitutes the entire agreement and final
understanding of the parties with respect to the subject matter hereof
and supersedes and terminates all prior and/or contemporaneous
understandings and/or discussions between the parties, whether written
or verbal, express or implied, relating in any way to the subject
matter hereof. This agreement may not be altered, amended, modified or
otherwise changed in any way except by a written agreement, signed by
both parties.
(e) This Agreement will inure to the benefit of, and be binding upon,
the parties hereto and their successors and assigns; provided, however,
that any assignment by either party of IFCS rights under this Agreement
without the written consent of the other party will be void.
(f) The parties agree to take any further actions and to execute any
further documents which may from time to time be necessary or
appropriate to carry out the purposes of this Agreement.
(g) The headings of the Sections, paragraphs and subparagraphs of this
Agreement are solely for convenience of reference and will not limit or
otherwise affect the meaning of any of the terms or provisions of this
Agreement. The references in this Agreement to Sections, unless
otherwise indicated, are references to sections of this Agreement.
(h) This Agreement may be executed in counterparts, each one of which
will constitute an original and all of which taken together will
constitute one document. This Agreement may be executed by delivery of
a signed signature page by fax to the other parties hereto and such fax
execution and delivery will be valid in all respects.
Signed, sealed and delivered as the act of each party hereto on the
date first above written.
PRECOM TECHNOLOGY, INC.
By: ____/s/ Xxxxxx Hipple________
Xxxxxx Xxxxxx, President
INTERNATIONAL FINANCIAL CONCIERGE SERVICES, INC.
By: ____/s/ Xxxxxx X. Read_____
Xxxxxx X. Read, Vice President and COO
SHAREHOLDERS OF IFCS:
__/s/ Xxxxxx Hipple________ __/s/Drew Roberts__________
Xxxxxx Xxxxxx Xxxx Xxxxxxx
__/s/ Xxxxxx Read_________ __/s/ Xxxxxx Katz__________
Xxxxxx Read Xxxxxx Xxxx
__/s/ Xxxxx X. Smith_______ __/s/ Xxxx Wood____________
Xxxxx X. Xxxxx, III Xxxx Xxxx
__/s/ Xxxxx Liddell________
Xxxxx Xxxxxxx
EXHIBIT A
IFCS SHAREHOLDERS
Shareholder
Percent of Ownership
Xxxxxx Xxxxxx
33.00%
Xxxxxx Read
15.00%
Xxxx Xxxxxxx
15.00%
Xxxxxx Xxxx
10.00%
Xxxxx Xxxxxxx
8.50%
Xxxxx X. Xxxxx, III
8.50%
Xxxx Xxxx
10.00%
Exhibit B
Statement of Rights and Preferences
Series B Preferred Stock
STATEMENT OF RIGHTS AND PREFERENCES
OF
SERIES B PREFERRED STOCK
OF
PRECOM TECHNOLOGY, INC.
PRECOM TECHNOLOGY, INC., a Florida corporation (the "Corporation"),
certifies that pursuant to the authority contained in its Certificate
of Incorporation (the "Certificate of Incorporation") and in accordance
with the provisions of Florida Business Corporation Act, the Board of
Directors of the Corporation (the "Board of Directors") by written
consent dated as of October 1, 2002, duly adopted the following
recitals and resolutions, which resolutions remain in full force and
effect on the date hereof.
WHEREAS, the Certificate of Incorporation has authorized the issuance
of 10,000,000 shares of Preferred Stock having a no par value (the
"Preferred Stock"), of which 1,000,000 shares of Series A Preferred
Stock is outstanding;
WHEREAS, the Certificate of Incorporation has vested the Board of
Directors with authority to provide for the issuance of the Preferred
Stock in such series, with such voting rights and such designations,
preferences, qualifications, privileges, limitations, options,
conversion rights and other special rights as shall be stated in the
resolutions providing for the issuance of such shares;
WHEREAS, the Corporation has entered that certain Share Exchange
Agreement, dated October 1, 2002, between the Corporation and
International Financial Concierge Services, Inc., a Florida
corporation, ("IFCS") pursuant to which the Corporation is to issue
6,250,000 shares of preferred stock to the shareholders of IFCS in
exchange for all issued and outstanding shares of IFCS; and
WHEREAS, the Board of Directors desires to establish and designate a
series of the Preferred Stock and to fix the voting rights and
preferences, qualifications, privileges, limitations, options,
conversion rights and other special rights of such series pursuant to
the Share Exchange Agreement.
NOW, THEREFORE, be it,
RESOLVED, that the Board of Directors hereby establishes a series of
the Preferred Stock consisting of 6,250,000 shares, having no par
value, to be designated the "Series B Preferred Stock" (the "Series B
Preferred Stock"); and
FURTHER RESOLVED, that the Corporation is hereby authorized to issue
such shares of Series B Preferred Stock from time to time and for such
consideration and on such terms as the Board of Directors shall
determine; and that, subject to the limitations provided by law and by
the Certificate of Incorporation, the voting rights, preferences,
qualifications, privileges, limitations, options, conversion rights and
other special rights of the Series B Preferred Stock shall be as
follows:
1. Dividend Rights. The holders of shares of Series B Preferred Stock
shall be entitled to receive as dividends per share an amount equal to
the dividend, if any, payable to the common stock, par value $0.001, of
the Corporation (the "Common Stock") on a per share basis. No other
dividends shall be payable on or with respect to the Series B Preferred
Stock.
2. Liquidation Preference. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of
the Corporation, the holders of the shares of Series B Preferred Stock
shall be entitled to be paid out of the assets of the Corporation
available for distribution to its stockholders, prior and in preference
to any distribution of any of the assets of the Corporation to the
holders of any common stock or any other class or series of capital
stock ranking junior to the Series B Preferred Stock, an amount in cash
per outstanding share of the Series B Preferred Stock equal to $1.00
(the "Series B Liquidation Preference"). If the assets of the
Corporation are not sufficient to pay in full the Series B Liquidation
Preference payable to the holders of outstanding shares of Series B
Preferred Stock and the liquidation preference of all other securities
that rank pari passu with the Series B Preferred Stock, then the
holders of all such shares shall share ratably in such distribution of
assets in proportion to the amount which would be payable on such
distribution if the Series B Liquidation Preference to which the
holders of outstanding shares of Series B Preferred Stock and the
liquidation preferences to which the holders of other securities that
rank pari passu with the Series B Preferred Stock are entitled were
paid in full. Upon any such liquidation, dissolution or winding up of
the Corporation, after the holders of Series B Preferred Stock shall
have been paid in full their Series B Liquidation Preference, the
holders of shares of Series B Preferred Stock shall not be entitled to
share in any further distribution of assets. For the purposes of this
Section 2, the voluntary sale, conveyance, exchange or transfer (for
cash, shares of stock, securities or other consideration) of all or
substantially all of the property, assets or outstanding equity
securities of the Corporation or the merger or consolidation of the
Corporation with one or more corporations shall be deemed to be a
liquidation, dissolution or winding up, voluntary or involuntary, of
the Corporation. Written notice of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the
Corporation, stating the payment date and the place where the
distributable amount shall be payable, shall be given by mail, postage
prepaid, not less than 60 days prior to the payment date stated
therein, to the holders of record of the Series B Preferred Stock at
their respective addresses as the same shall then appear on the books
of the Corporation.
3. Conversion. The holders of the Series B Preferred Stock shall have
conversion rights as follows (the "Conversion Rights"):
a. Right to Convert. The shares of Series B Preferred Stock shall be
convertible, at any time after January 1, 2003 and prior to January 1,
2004 and at such later time as the Corporation has increased its
authorized shares of common stock to effectuate the conversion of all
shares of Series B Preferred Stock, into an equal number of shares of
Common Stock.
b. Mechanics of Conversion. In order to convert shares of Series B
Preferred Stock into shares of Common Stock, each holder shall
surrender the certificate or certificates for the Series B Preferred
Stock, duly endorsed, at the office of the Corporation and shall give
written notice to the Corporation of the election to convert the same.
The Corporation shall, as soon as practicable thereafter, issue and
deliver at such office to such holder of Series B Preferred Stock a
certificate or certificates for the number of shares of Common Stock to
which such holder shall be entitled as aforesaid. Such conversion shall
be deemed to have been made immediately prior to the close of business
on the date of such surrender of the shares of Series B Preferred Stock
to be converted.
c. No Reservation of Stock Issuable Upon Conversion. The Corporation
is not required to reserve and keep available out of its authorized but
unissued shares of Common Stock, solely for the purpose of effecting
the conversion of the shares of Series B Preferred Stock.
d. Notices. Any notice required by the provisions of this Section 3 to
be given to the holders of shares of Series B Preferred Stock, shall be
deemed given if deposited in the United States mail, postage prepaid,
or delivered to an express courier, and addressed to each holder of
record at the holder's address appearing on the books of the
Corporation.
4. Voting Rights. The holders of shares of Series B Preferred Stock
shall have the same voting rights as holders of Common Stock, on a
share for share basis.
5. Status of Converted Stock. In the event any shares of Series B
Preferred Stock shall be converted pursuant to the terms hereof, the
shares so converted, redeemed or repurchased shall be cancelled and
shall revert to the category of authorized but unissued shares of
Preferred Stock by the Corporation.
IN WITNESS WHEREOF, Precom Technology, Inc. has caused this Statement
to be signed by its President as of the 8th day of October, 2002.
PRECOM TECHNOLOGY, INC.
By: ____/s/ Xxxxxx X. Hipple__________
Xxxxxx X. Xxxxxx
President
