EXHIBIT 10.1
SERIES I CONVERTIBLE PREFERRED STOCK
MODIFICATION AGREEMENT
THIS SERIES I CONVERTIBLE PREFERRED STOCK MODIFICATION AGREEMENT is
entered into and shall be effective as of the 29th day of December, 1998, by and
between Telident, Inc., a Minnesota corporation (the "Company") and Xxxxxx
Xxxxx, Xxxxxxx Xxxxxxx and the Xxxxxx Xxxxx Estate (collectively, the
"Shareholders").
WHEREAS, the Shareholders currently hold all of the Series I
Convertible Preferred Stock of the Company (the "Preferred Stock");
WHEREAS, the Preferred Stock was established and is governed
pursuant to that Certificate of Designation of Series I Convertible Preferred
Stock (the "Certificate") which was filed with the Secretary of State of the
State of Minnesota on November 2, 1994, a copy of which is hereby attached as
Exhibit A hereto; and
WHEREAS, the Company and the Shareholders desire to enter into this
Agreement to modify the rights and preferences of the Preferred Stock from those
rights and preferences created by the Certificate.
NOW THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, the parties hereto hereby agree as follows:
1. Dividends. Section A of the Certificate is hereby deemed deleted.
The Shareholders hereby waive their rights pursuant to the
Certificate to any cumulative dividends which have already accrued
or which may accrue hereafter. However, in the event that any
dividend or distribution is declared or made with respect to each
share of outstanding Common Stock in the future, a comparable
dividend or distribution shall be simultaneously made with respect
to each share of outstanding Preferred Stock.
2. Conversion Rights. The first sentence of section C of the
Certificate is hereby deemed amended in its entirety to read as
follows:
At any time prior to the redemption of the
Series I Preferred Stock, holders thereof
shall have the right to convert all or a
portion of such shares from time to time into
shares of the Common Stock of the Company (the
"Conversion Right") at the conversion rate of
1 share of Series I Preferred Stock for 6.4
shares of such Common Stock.
The Shareholders must exercise the Conversion Right within five (5)
years from the date of this Agreement.
3. Registration Rights. The Company shall use its best efforts to
register for resale on Form S-3 the Common Stock underlying the
Preferred Stock under the Securities Act of 1933. The Company
shall maintain such registration for a period of two (2) years.
4. Entire Agreement. This Agreement states the entire agreement of the
parties regarding the matters herein, merges all prior negotiations,
agreements, and understandings, if any there be, and states in full
all representations, warranties and undertakings that have induced
this Agreement, there being no representations, warranties or
undertakings other than those stated herein.
5. Amendment. This Agreement may be modified or amended only by an
instrument in writing duly executed by the parties hereto.
6. Assignment. The parties may not assign their rights or delegate
their duties under this Agreement without the express written
consent of the other parties. The Agreement shall be binding upon
and inure to the benefit of and be enforceable by the parties hereto
and successors and assigns of the parties.
7. Governing Law. This Agreement shall be governed by the internal laws
of the State of Minnesota.
8. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original but
all of which together shall constitute but one agreement
9. Cooperation. The parties agree to take any additional actions
necessary to carry out the intents and purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
TELIDENT, INC.
By: /s/ W. Xxxxxx XxXxxxxxxx
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W. Xxxxxx XxXxxxxxxx
Its: President and Chief Financial Officer
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
XXXXXX XXXXX ESTATE
By: /s/ Xxxxx Xxxxx
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Its: Trustee
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