SCRIPTEL HOLDING, INC.
AND XXXXXX X. XXXXXX AND STANDARD ENERGY COMPANY
AGREEMENT TO FORBEAR COLLECTION
This agreement made this 30th day of April 1997, is between Xxxxxx X. Xxxxxx
(hereinafter referred to as Xxxxxx), Standard Energy Company, an Ohio
corporation (hereinafter referred to as Standard), and Scriptel Holding, Inc.,
a Delaware corporation (hereinafter referred to as Scriptel), with respect to
the debts owed by Scriptel to either or both of Xxxxxx and Standard as
evidenced by the promissory notes from Scriptel and others as maker(s) to
Xxxxxx and/or Standard as payee(s) as listed on Attachment "A" hereof (the
"Notes"). This agreement is contingent upon, and shall become binding upon,
completion of an initial funding of at least $275,000 by sources provided by
XxXxxx & Wolf Consultants, LLC.
For the consideration, and on the terms and conditions, herein stated, Xxxxxx
and Standard hereby agree that, prior to December 31, 1998, they shall neither
demand any payment from Scriptel on any of the Notes nor attempt any
collection of the Notes against Scriptel or any of its assets unless:
a) Scriptel ceases operation
b) Scriptel is moved against by the holder of the convertible debenture
described in the Attachment "B" hereof (the "Debenture")
c) Legal action has been taken by a third party which seeks to attach or
otherwise sell or liquidate assets of Scriptel in which event the secured
parties may take appropriate action to protect their priority.
d) Scriptel makes a filing or legal declaration of bankruptcy or insolvency.
e) Scriptel violates any State or Federal laws which Standard, Xxxxxx and the
Debenture holders agree jeopardizes the value or priority of the collateral
securing the Notes.
f) Standard and Xxxxxx agree with the Debenture holder that the collateral
securing the Debenture is at risk.
g) The full amount of the Debenture is not timely funded on the timetable and
terms agreed upon by the purchasers and Scriptel or final documents for the
Debenture are not executed by June 30, 1997..
h) Any shareholder or creditor of Scriptel receives from Scriptel prior to
the full-funding of the Debenture a debt conversion or equity-conversion right
on more favorable terms than any right then held by either or both of Xxxxxx
and Standard.
Further, the parties hereby agree that:
1) Scriptel will not pay any dividends or make any distributions to its
shareholders while any balance of the Notes remains unpaid.
2) Standard and Xxxxxx will surrender all of their presently held warrants
and options in consideration for being allowed to convert $250,000. of the
amount due on the Notes into the Debenture, which will provide Standard and
Xxxxxx a maximum of five percent (5%) of the outstanding shares of Scriptel
immediately after a proposed 1 to 20 reverse stick split.
3) This Agreement shall not restrict Standard and/or Xxxxxx from taking any
action whatsoever to collect the amounts due under the Notes from any of the
Notes' co-obligors other than Scriptel and Scriptel Corporation.
AGREED:
/s/ X. X. Xxxxxxxx
X. X. Xxxxxxxx, CEO
Scriptel Holding, Inc.
AGREED:
/s/ Xxxxxx X. Xxxxxx, Pres.
Xxxxxx X. Xxxxxx, President
Standard Energy Company
AGREED:
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
ATTACHMENT A
STANDARD ENERGY NOTES
NOTE no. NOTE DATE DUE PRINCIPLE
3 10/31/94 110,000.00
4 12/29/94 258,500.00
5 05/31/94 242,011.26
6 05/17/94 125,000.00
7 06/23/93 50,000.00
8 05/21/93 50,000.00
12 05/10/95 125,000.00
15 06/07/95 225,000.00
16 06/15/95 80,000.00
18 09/01/95 330,000.00
19 09/21/95 175,000.00
22 01/17/96 180,000.00
23 02/15/96 17,000.00
24 02/29/96 350,000.00
25 03/26/96 100,000.00
XXXXXX XXXXXX NOTES
NOTE no. NOTE DATE PRINCIPLE DUE
3 02/01/93 75,000.00
4 04/29/93 100,000.00
5 10/20/95 200,000.00
ATTACHMENT B
SCRIPTEL HOLDING, INC.
FOUR MILLION TWO HUNDRED FIFTY THOUSAND DOLLAR 12 1/2%
NON-DILUTIVE CONVERTIBLE DEBENTURE TERMS
A) The Convertible Debenture shall be issued by Scriptel (the "Debenture")
for not more than $4,250,000 in the aggregate, shall bear interest at the rate
of 12 1/2% per annum, shall be payable no later than April 30, 1999, and shall
be secured by a lien on the Patents and Patent rights owned by Scriptel
including all royalties and other payments received thereon.
B) The Debenture will be convertible at $.10 per share on a non-dilutive
basis. Scriptel will secure shareholder approval for a maximum of 1 for 20
reverse stock split. After the shareholder approved reverse stock split, the
Debenture will be convertible at a price of $.20 per share. If any portion of
the Debenture is converted prior to the shareholder approved reverse stock
split, then after the reverse stock split the Debenture holders will be issued
additional shares so that the price per share shall equal $.20 and the then
outstanding shares represented by the Debenture shall be at least eighty-five
percent of the outstanding shares.
Scriptel's major secured creditors, Xxxxxx x. Xxxxxx ("Xxxxxx") and Standard
Energy Company ("Standard"), have agreed to share the lien position with the
Debenture holders on the following basis:
1) Subject to the terms and conditions of a separate agreement, Xxxxxx and
Standard will forbear collection of their notes until December 31, 1998.
2) Two hundred fifty thousand dollars of the Debenture will be subscribed to
by Standard and Xxxxxx, to be purchased at the same times and in proportion
to the purchase of the $4,000,000 balance of the Debenture.
3) Standard and Xxxxxx agree that shares issued under the Debenture will be
an investment under Rule 144 and the investment date will be the date of
signing this agreement.
4) Any cash receipts or distributions pledged or received to liquidate either
the secured debt or the Debenture will be distributed as follows:
a. The first two million dollars will be distributed to Standard and/or
Xxxxxx as reduction of the non-Debenture secured debt.
b. All moneys after two million dollars will be shared prorata based on the
outstanding debt amounts due under the Debenture and the secured debt to
Standard Energy and Xxxxxx.
C) Scriptel will secure an extension from other Scriptel note holders of
those note holders' date of maturity to December 31, 1998.
D) Investor will fund $4,000,000 to Scriptel under the Debenture as follows:
1) Within two banking days of this agreement, the Investor will fund $150,000
to meet immediate needs and $125,000 for one month's operating expenses, for a
total of $275,000.
2) Within ten banking days of this agreement, Investor will escrow an
additional $125,000 for the performance of this agreement. These funds will
be released to Scriptel at the completion of final documents by attorneys for
Scriptel and Investor and any required approval by the S.E.C.
3) The balance of the funding by the Investor of $3,600,000 will be received
in the form of a note payable from the Investor to Scriptel, with payment
schedule to be determined no later than the completion of the final documents.
a. Minimum monthly payment shall be the operating overhead cost.
b. A proforma cash flow will be presented showing cash requirements, tooling
and inventory build up needs.
E) The Debenture holders other than Standard and/or Xxxxxx shall have the
right to appoint up to three directors to the Scriptel Holding, Inc. Board of
Directors.
Date: 4/30, 1997
AGREED:
/s/ X. X. Xxxxxxxx
X. X. Xxxxxxxx, CEO
AGREED:
/s/ Xxxxxx X. Xxxxxx, Pres.
Xxxxxx X. Xxxxxx, President
Standard Energy Company
AGREED:
Investor
AGREED:
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
