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EXHIBIT 4.32
AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into as of July 18, 2000, by
and between SOLUTIONSAMERICA, INC., a corporation duly organized and existing
under the laws of the State of Delaware (the "Company") and Xxxxxx Private
Equity, LLC, a limited liability company duly organized and existing under the
laws of the State of Georgia (hereinafter referred to as "Xxxxxx").
RECITALS:
WHEREAS, pursuant to the Company's offering ("Equity Line") of up to
Thirty Million Dollars ($30,000,000), excluding any funds paid upon exercise of
the Warrants, of Common Stock of the Company pursuant to that certain Investment
Agreement (the "Investment Agreement") between the Company and Xxxxxx dated July
18, 2000, the Company has agreed to sell and Xxxxxx has agreed to purchase, from
time to time as provided in the Investment Agreement, shares of the Company's
Common Stock for a maximum aggregate offering amount of Thirty Million Dollars
($30,000,000); and
WHEREAS, pursuant to the terms of the Investment Agreement, the Company
has agreed, among other things, to issue to Xxxxxx Commitment Warrants, as
defined in the Investment Agreement, to purchase a number of shares of Common
Stock, exercisable for five (5) years from their respective dates of issuance.
TERMS:
NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants and conditions set forth in Agreement and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Issuance of Commitment Warrants. As compensation for entering into the Equity
Line, Xxxxxx received a warrant convertible into 600,000 shares of the Company's
Common Stock, in the form attached hereto as Exhibit A (the "Commitment
Warrants"), the number of which will not be adjusted for either (i) the
Company's approximately 4-for-1 stock split which occurred on June 23, 2000, or
(ii) the proposed merger with Avenue Entertainment Group (the "Avenue Merger"),
provided that, to the extent that the Company has more than fifteen million
(15,000,000) shares of Common Stock outstanding immediately after the closing
date of the Avenue Merger, the Company shall issue to Xxxxxx, within ten (10)
business days of such closing, additional warrants (the "Additional Warrants"),
in the form of Exhibit A, to purchase a number of shares of Common Stock, such
that the sum of the number of Warrants and the number of Additional Warrants
issued to Xxxxxx shall equal at least 4.0% of the number of fully diluted shares
of Common Stock of the Company that are outstanding immediately following the
closing of the Avenue Merger.
2. Issuance of Additional Warrants. At the earlier of (i) January 31, 2001 or
(ii) the date of the first Put Notice delivered to Xxxxxx pursuant to the
Investment Agreement, if the number of shares of Common Stock of the Company
that are issued and outstanding at that time exceeds fifteen million
(15,000,000) shares, as adjusted for any stock splits that occur after the date
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hereof, then Xxxxxx shall receive additional warrants (also "Additional
Warrants"), to purchase a number of shares of Common Stock, if necessary, such
that the sum of the number of Commitment Warrants and the number of Additional
Warrants issued to Xxxxxx shall equal at least 4% of the number of fully diluted
shares of Common Stock of the Company that are then outstanding.
If the Company shall at any time hereafter until the later of July 31, 2003 or
the date of termination of the Investment Agreement, effect a recapitalization,
reclassification or other similar transaction of such character that the shares
of Common Stock shall be changed into or become exchangeable for a smaller
number of shares (a "Reverse Stock Split"), then on the date of such Reverse
Stock Split, and on each one year anniversary (each, an "Anniversary Date") of
the Reverse Stock Split thereafter until the later of July 31, 2003 or the date
of termination of the Investment Agreement, the Company shall issue to Xxxxxx
additional warrants (the "Additional Warrants"), in the form of Exhibit A, to
purchase a number of shares of Common Stock, if necessary, such that the sum of
the number of Warrants and the number of Additional Warrants issued to Xxxxxx
shall equal at least 4.0% of the number of fully diluted shares of Common Stock
of the Company that are outstanding immediately following the Reverse Stock
Split or Anniversary Date, as applicable. Notwithstanding the above, the
Investor shall not receive any Additional Warrants as a result of a Reverse
Stock Split if (i) the Company effects such Reverse Stock Split in order to meet
the minimum requirements for listing on the Nasdaq Small Cap Market, the Nasdaq
National Market or the American Stock Exchange (collectively, the "Exchanges")
and (ii) the Company becomes listed on one of the Exchanges within ninety (90)
days of the date of such Reverse Stock Split.
The Additional Warrants shall be exerciseable at the same price as the
Commitment Warrants, shall have the same reset provisions as the Commitment
Warrants, shall have piggyback registration rights and shall expire at the same
time as the Commitment Warrants.
3. Opinion of Counsel. Concurrently with the issuance and delivery of the
Additional Warrants, if any, to the Investor, the Company shall deliver to the
Investor an Opinion of Counsel (signed by the Company's independent counsel)
covering the issuance of the Additional Warrants, and the issuance and resale of
the Common Stock issuable upon exercise of the Additional Warrants,
substantially in the form of the Commitment Opinion (as defined in the
Investment Agreement).
4. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia applicable to agreements made
in and wholly to be performed in that jurisdiction, except for matters arising
under the Act or the Securities Exchange Act of 1934, which matters shall be
construed and interpreted in accordance with such laws.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
this 18th day of July, 2000.
SOLUTIONSAMERICA, INC. SUBSCRIBER:
XXXXXX PRIVATE EQUITY, LLC.
By: /s/ XXXXX X. XXXXXXX By: /s/ XXXX X. XXXXXX
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Xxxxx X. Xxxxxxx Chairman & CEO Xxxx X. Xxxxxx, Manager
SolutionsAmerica, Inc. 0000 Xxxxxxx Xxxxxx Xxxx
600 Corporate Pointe, 00xx Xxxxx Xxxx. 000, Xxxxx 000
Xxxxxx Xxxx, XX 90230 Xxxxxxx, XX 00000
Telephone: (000) 000-0000 Telephone: (000) 000-0000
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
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