1
CONQUEST INDUSTRIES INC.
0000 XXXX XXXXX XXXXX XXXX
XXXXX, XXXXXXXX 00000
As of October 31, 1995
Xx. Xxxxxxx X. Xxxxxxx
c/x Xxxxxxx Xxxxx & Co., P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: CONQUEST INDUSTRIES INC.
EXCHANGE OF INDEBTEDNESS FOR SHARES
OUR FILE NO. 4491.02
Dear Xx. Xxxxxxx:
Reference is made to that certain letter agreement, dated
September __, 1995, by and between Conquest Industries Inc. (the "Company")
and yourself (the "Agreement"), whereby you agreed to exchange $87,000 of
Company indebtedness due you for an aggregate of 43,500 shares of the
Company's common stock, which shares the Company agreed to register under
the Securities Act of 1933, as amended (the "Act"). All capitalized terms
used herein without definition have the respective meanings ascribed to them
in the Agreement.
By execution of this letter agreement you hereby agree to amend the
Agreement as follows:
1. Section 3 of the Agreement is hereby deleted in its entirety and
replaced by the following new Section 3:
"Your agreement to purchase all or any portion of the Subject
Shares, as evidenced by your execution of this letter, shall be
irrevocable."
2. Section 4 of the Agreement is hereby deleted in its entirety and
replaced by the following new Section 4:
"Certificates representing the Subject Shares shall be issued to
you promptly upon your execution of this
2
Agreement, as amended. Such Subject Shares shall initially bear
a legend indicating that such shares are restricted securities
under the Act."
If you are in accord with the foregoing, then the Company respectfully
requests that you confirm same by countersigning a counterpart copy of this
letter in the space provided and returning it via facsimile to our counsel,
Solomon, Fornari, Xxxxx & Xxxxxxxxx, P.C., attention Xxxxxxx X. Xxxxx (fax no.
000-000-0000), by Tuesday, November 7, 1995.
In the event that you do not return this letter agreement to our
counsel by November 7, 1995, the Company will be unable to fulfill its
obligations under the Agreement and, therefore, pursuant to Section 7 of the
Agreement, the Company's offer of the Subject Shares to you shall be withdrawn.
Very truly yours,
CONQUEST INDUSTRIES INC.
By:
----------------------------
Xxxxx Xxxxxx
Chief Financial Officer
Acknowledged, Confirmed
and Agreed To:
/s/ XXXXXXX X. XXXXXXX
-------------------------------------
Xxxxxxx X. Xxxxxxx
-2-
3
CONQUEST INDUSTRIES INC.
0000 XXXX XXXXX XXXXX XXXX
XXXXX, XXXXXXXX 00000
As of October 31, 1995
Potter Xxxxxxxx & Xxxxxxx
Xxxxxxxx Xxxxx Xxxxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxx, Esq.
RE: CONQUEST INDUSTRIES INC.
EXCHANGE OF INDEBTEDNESS FOR SHARES
OUR FILE NO. 4491.02
Gentlemen:
Reference is made to that certain letter agreement, dated June 30,
1995, by and between Conquest Industries Inc. (the "Company") and yourself (the
"Agreement"), whereby you agreed to exchange $21,034 of Company indebtedness
due you for an aggregate of 10,517 shares of the Company's common stock, which
shares the Company agreed to register under the Securities Act of 1933, as
amended (the "Act"). All capitalized terms used herein without definition have
the respective meanings ascribed to them in the Agreement.
By execution of this letter agreement you hereby agree to amend the
Agreement as follows:
1. Section 3 of the Agreement is hereby deleted in its entirety and
replaced by the following new Section 3:
"Your agreement to purchase all or any portion of the Subject
Shares, as evidenced by your execution of this letter, shall
be irrevocable."
2. Section 4 of the Agreement is hereby deleted in its entirety
and replaced by the following new Section 4:
"Certificates representing the Subject Shares shall be issued
to you promptly upon your execution of this Agreement, as
amended. Such Subject Shares shall
4
initially bear a legend indicating that such shares are
restricted securities under the Act."
If you are in accord with the foregoing, then the Company respectfully
requests that you confirm same by countersigning a counterpart copy of this
letter in the space provided and returning it via facsimile to our counsel,
Solomon, Fornari, Xxxxx & Xxxxxxxxx, P.C., attention Xxxxxxx X. Xxxxx (fax no.
000-000-0000), by Tuesday, November 7, 1995.
In the event that you do not return this letter agreement to our
counsel by November 7, 1995, the Company will be unable to fulfill its
obligations under the Agreement and, therefore, pursuant to Section 7 of the
Agreement, the Company's offer of the Subject Shares to you shall be withdrawn.
Very truly yours,
CONQUEST INDUSTRIES INC.
By:
-------------------------
Xxxxx Xxxxxx
Chief Financial Officer
Acknowledged, Confirmed
and Agreed To:
POTTER XXXXXXXX & XXXXXXX
By:
------------------------------------
-2-
5
CONQUEST INDUSTRIES INC.
0000 XXXX XXXXX XXXXX XXXX
XXXXX, XXXXXXXX 00000
As of October 31, 1995
Xxxx Xxxxxxx, Esq.
c/o Scheichet & Xxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: CONQUEST INDUSTRIES INC.
EXCHANGE OF INDEBTEDNESS FOR SHARES
OUR FILE NO. 4491.02
Gentlemen:
Reference is made to that certain letter agreement, dated June 30,
1995, by and between Conquest Industries Inc. (the "Company") and yourself (the
"Agreement"), whereby you agreed to exchange $31,000 of Company indebtedness
due you for an aggregate of 15,500 shares of the Company's common stock, which
shares the Company agreed to register under the Securities Act of 1933, as
amended (the "Act"). All capitalized terms used herein without definition have
the respective meanings ascribed to them in the Agreement.
By execution of this letter agreement you hereby agree to amend the
Agreement as follows:
1. Section 3 of the Agreement is hereby deleted in its entirety and
replaced by the following new Section 3:
"Your agreement to purchase all or any portion of the Subject
Shares, as evidenced by your execution of this letter, shall
be irrevocable."
2. Section 4 of the Agreement is hereby deleted in its entirety
and replaced by the following new Section 4:
"Certificates representing the Subject Shares shall be issued
to you promptly upon your execution of this Agreement, as
amended. Such Subject Shares shall
6
initially bear a legend indicating that such shares are
restricted securities under the Act."
If you are in accord with the foregoing, then the Company respectfully
requests that you confirm same by countersigning a counterpart copy of this
letter in the space provided and returning it via facsimile to our counsel,
Solomon, Fornari, Xxxxx & Xxxxxxxxx, P.C., attention Xxxxxxx X. Xxxxx (fax no.
000-000-0000), by Tuesday, November 7, 1995.
In the event that you do not return this letter agreement to our
counsel by November 7, 1995, the Company will be unable to fulfill its
obligations under the Agreement and, therefore, pursuant to Section 7 of the
Agreement, the Company's offer of the Subject Shares to you shall be withdrawn.
Very truly yours,
CONQUEST INDUSTRIES INC.
By:
----------------------------
Xxxxx Xxxxxx
Chief Financial Officer
Acknowledged, Confirmed
and Agreed To:
By:
-----------------------------------
Xxxx Xxxxxxx
-2-
7
CONQUEST INDUSTRIES INC.
0000 XXXX XXXXX XXXXX XXXX
XXXXX, XXXXXXXX 00000
As of October 31, 1995
Kronish, Lieb, Weiner & Xxxxxxx, L.L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx Xxxxxxxxx, Esq.
RE: CONQUEST INDUSTRIES INC.
EXCHANGE OF INDEBTEDNESS FOR SHARES
OUR FILE NO. 4491.02
Gentlemen:
Reference is made to that certain letter agreement, dated June 30,
1995, by and between Conquest Industries Inc. (the "Company") and yourself (the
"Agreement"), whereby you agreed to exchange $279,597 of Company indebtedness
due you for an aggregate of 139,798 shares of the Company's common stock, which
shares the Company agreed to register under the Securities Act of 1933, as
amended (the "Act"). All capitalized terms used herein without definition have
the respective meanings ascribed to them in the Agreement.
By execution of this letter agreement you hereby agree to amend the
Agreement as follows:
1. Section 3 of the Agreement is hereby deleted in its entirety and
replaced by the following new Section 3:
"Your agreement to purchase all or any portion of the Subject
Shares, as evidenced by your execution of this letter, shall
be irrevocable."
2. Section 4 of the Agreement is hereby deleted in its entirety
and replaced by the following new Section 4:
"Certificates representing the Subject Shares shall be issued
to you promptly upon your execution of this
8
Agreement, as amended. Such Subject Shares shall initially
bear a legend indicating that such shares are restricted
securities under the Act."
If you are in accord with the foregoing, then the Company respectfully
requests that you confirm same by countersigning a counterpart copy of this
letter in the space provided and returning it via facsimile to our counsel,
Solomon, Fornari, Xxxxx & Xxxxxxxxx, P.C., attention Xxxxxxx X. Xxxxx (fax no.
000-000-0000), by Tuesday, November 7, 1995.
In the event that you do not return this letter agreement to our
counsel by November 7, 1995, the Company will be unable to fulfill its
obligations under the Agreement and, therefore, pursuant to Section 7 of the
Agreement, the Company's offer of the Subject Shares to you shall be withdrawn.
Very truly yours,
CONQUEST INDUSTRIES INC.
By:
------------------------------
Xxxxx Xxxxxx
Chief Financial Officer
Acknowledged, Confirmed
and Agreed To:
KRONISH, LIEB, WEINER & XXXXXXX, L.L.P.
By:
-------------------------------------
Xxxxx Xxxxxxxxx, Member
-2-
9
CONQUEST INDUSTRIES INC.
0000 XXXX XXXXX XXXXX XXXX
XXXXX, XXXXXXXX 00000
As of October 31, 1995
Xxxxxx Enterprises, Ltd.
00 Xxxxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attn: Xxxx XxXxxx, Vice President
RE: CONQUEST INDUSTRIES INC.
EXCHANGE OF INDEBTEDNESS FOR SHARES
OUR FILE NO. 4491.02
Gentlemen:
Reference is made to that certain letter agreement, dated June 30,
1995, by and between Conquest Industries Inc. (the "Company") and yourself (the
"Agreement"), whereby you agreed to exchange $2,000 of Company indebtedness due
you for an aggregate of 1,000 shares of the Company's common stock, which
shares the Company agreed to register under the Securities Act of 1933, as
amended (the "Act"). All capitalized terms used herein without definition have
the respective meanings ascribed to them in the Agreement.
By execution of this letter agreement you hereby agree to amend the
Agreement as follows:
1. Section 3 of the Agreement is hereby deleted in its entirety and
replaced by the following new Section 3:
"Your agreement to purchase all or any portion of the Subject
Shares, as evidenced by your execution of this letter, shall
be irrevocable."
2. Section 4 of the Agreement is hereby deleted in its entirety
and replaced by the following new Section 4:
"Certificates representing the Subject Shares shall be issued
to you promptly upon your execution of this Agreement, as
amended. Such Subject Shares shall
10
initially bear a legend indicating that such shares are
restricted securities under the Act."
If you are in accord with the foregoing, then the Company respectfully
requests that you confirm same by countersigning a counterpart copy of this
letter in the space provided and returning it via facsimile to our counsel,
Solomon, Fornari, Xxxxx & Xxxxxxxxx, P.C., attention Xxxxxxx X. Xxxxx (fax no.
000-000-0000), by Tuesday, November 7, 1995.
In the event that you do not return this letter agreement to our
counsel by November 7, 1995, the Company will be unable to fulfill its
obligations under the Agreement and, therefore, pursuant to Section 7 of the
Agreement, the Company's offer of the Subject Shares to you shall be withdrawn.
Very truly yours,
CONQUEST INDUSTRIES INC.
By:
---------------------------
Xxxxx Xxxxxx
Chief Financial Officer
Acknowledged, Confirmed
and Agreed To:
XXXXXX ENTERPRISES, LTD.
By:
-------------------------------------
Xxxx XxXxxx, Vice President
-2-
11
CONQUEST INDUSTRIES INC.
0000 XXXX XXXXX XXXXX XXXX
XXXXX, XXXXXXXX 00000
As of October 31, 1995
Xxx Xxxxxxxxxx & Co., Inc.
000 Xxx Xxxxxxx Xxxx
Xxxxx 000
Xxxxxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxxx, CFO
RE: CONQUEST INDUSTRIES INC.
EXCHANGE OF INDEBTEDNESS FOR SHARES
OUR FILE NO. 4491.02
Gentlemen:
Reference is made to that certain letter agreement, dated June 30,
1995, by and between Conquest Industries Inc. (the "Company") and yourself (the
"Agreement"), whereby you agreed to exchange $108,000 of Company indebtedness
due you for an aggregate of 75,000 shares of the Company's common stock, which
shares the Company agreed to register under the Securities Act of 1933, as
amended (the "Act"). All capitalized terms used herein without definition have
the respective meanings ascribed to them in the Agreement.
By execution of this letter agreement you hereby agree to amend the
Agreement as follows:
1. Section 3 of the Agreement is hereby deleted in its entirety and
replaced by the following new Section 3:
"Your agreement to purchase all or any portion of the Subject
Shares, as evidenced by your execution of this letter, shall
be irrevocable."
2. Section 4 of the Agreement is hereby deleted in its entirety
and replaced by the following new Section 4:
"Certificates representing the Subject Shares shall be issued
to you promptly upon your execution of this
12
Agreement, as amended. Such Subject Shares shall initially
bear a legend indicating that such shares are restricted
securities under the Act."
If you are in accord with the foregoing, then the Company respectfully
requests that you confirm same by countersigning a counterpart copy of this
letter in the space provided and returning it via facsimile to our counsel,
Solomon, Fornari, Xxxxx & Xxxxxxxxx, P.C., attention Xxxxxxx X. Xxxxx (fax no.
000-000-0000), by Tuesday, November 7, 1995.
In the event that you do not return this letter agreement to our
counsel by November 7, 1995, the Company will be unable to fulfill its
obligations under the Agreement and, therefore, pursuant to Section 7 of the
Agreement, the Company's offer of the Subject Shares to you shall be withdrawn.
Very truly yours,
CONQUEST INDUSTRIES INC.
By:
---------------------------
Xxxxx Xxxxxx
Chief Financial Officer
Acknowledged, Confirmed
and Agreed To:
XXX XXXXXXXXXX & CO., INC.
By:
-------------------------------------
Xxxxxxx X. Xxxxxxx, CFO
-2-
13
CONQUEST INDUSTRIES INC.
0000 XXXX XXXXX XXXXX XXXX
XXXXX, XXXXXXXX 00000
As of October 31, 1995
Packquisition Corp.
c/o Xxxxxx Xxxxxxx, Esq.
0000 Xxxxxx X
Xxxxxxxx, Xxx Xxxx 00000
RE: CONQUEST INDUSTRIES INC.
EXCHANGE OF INDEBTEDNESS FOR SHARES
OUR FILE NO. 4491.02
Gentlemen:
Reference is made to that certain letter agreement, dated July 10,
1995, by and between Conquest Industries Inc. (the "Company") and yourself (the
"Agreement"), whereby you agreed to exchange $65,000 of Company indebtedness
due you for an aggregate of 32,500 shares of the Company's common stock, which
shares the Company agreed to register under the Securities Act of 1933, as
amended (the "Act"). All capitalized terms used herein without definition have
the respective meanings ascribed to them in the Agreement.
By execution of this letter agreement you hereby agree to amend the
Agreement as follows:
1. Section 3 of the Agreement is hereby deleted in its entirety and
replaced by the following new Section 3:
"Your agreement to purchase all or any portion of the Subject
Shares, as evidenced by your execution of this letter, shall
be irrevocable."
2. Section 4 of the Agreement is hereby deleted in its entirety
and replaced by the following new Section 4:
"Certificates representing the Subject Shares shall be issued
to you promptly upon your execution of this Agreement, as
amended. Such Subject Shares shall
14
initially bear a legend indicating that such shares are
restricted securities under the Act."
If you are in accord with the foregoing, then the Company respectfully
requests that you confirm same by countersigning a counterpart copy of this
letter in the space provided and returning it via facsimile to our counsel,
Solomon, Fornari, Xxxxx & Xxxxxxxxx, P.C., attention Xxxxxxx X. Xxxxx (fax no.
000-000-0000), by Tuesday, November 7, 1995.
In the event that you do not return this letter agreement to our
counsel by November 7, 1995, the Company will be unable to fulfill its
obligations under the Agreement and, therefore, pursuant to Section 7 of the
Agreement, the Company's offer of the Subject Shares to you shall be withdrawn.
Very truly yours,
CONQUEST INDUSTRIES INC.
By:
---------------------------
Xxxxx Xxxxxx
Chief Financial Officer
Acknowledged, Confirmed
and Agreed To:
PACKQUISITION CORP.
By:
-----------------------------------
Xxxxxx X. Xxxxx, President
-2-
15
CONQUEST INDUSTRIES INC.
0000 XXXX XXXXX XXXXX XXXX
XXXXX, XXXXXXXX 00000
As of October 31, 1995
Schneck, Weltman, Hashmall & Xxxxxxx, LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxxx, Esq.
RE: CONQUEST INDUSTRIES INC.
EXCHANGE OF INDEBTEDNESS FOR SHARES
OUR FILE NO. 4491.02
Gentlemen:
Reference is made to that certain letter agreement, dated June 30,
1995, by and between Conquest Industries Inc. (the "Company") and yourself (the
"Agreement"), whereby you agreed to exchange $279,597 of Company indebtedness
due you for an aggregate of 139,798 shares of the Company's common stock, which
shares the Company agreed to register under the Securities Act of 1933, as
amended (the "Act"). All capitalized terms used herein without definition have
the respective meanings ascribed to them in the Agreement.
By execution of this letter agreement you hereby agree to amend the
Agreement as follows:
1. Section 3 of the Agreement is hereby deleted in its entirety and
replaced by the following new Section 3:
"Your agreement to purchase all or any portion of the Subject
Shares, as evidenced by your execution of this letter, shall
be irrevocable."
2. Section 4 of the Agreement is hereby deleted in its entirety
and replaced by the following new Section 4:
"Certificates representing the Subject Shares shall be issued
to you promptly upon your execution of this
16
Agreement, as amended. Such Subject Shares shall initially
bear a legend indicating that such shares are restricted
securities under the Act."
If you are in accord with the foregoing, then the Company respectfully
requests that you confirm same by countersigning a counterpart copy of this
letter in the space provided and returning it via facsimile to our counsel,
Solomon, Fornari, Xxxxx & Xxxxxxxxx, P.C., attention Xxxxxxx X. Xxxxx (fax no.
000-000-0000), by Tuesday, November 7, 1995.
In the event that you do not return this letter agreement to our
counsel by November 7, 1995, the Company will be unable to fulfill its
obligations under the Agreement and, therefore, pursuant to Section 7 of the
Agreement, the Company's offer of the Subject Shares to you shall be withdrawn.
Very truly yours,
CONQUEST INDUSTRIES INC.
By:
----------------------------
Xxxxx Xxxxxx
Chief Financial Officer
Acknowledged, Confirmed
and Agreed To:
SCHNECK, WELTMAN, HASHMALL & XXXXXXX, LLP.
By:
-------------------------------------
-2-
17
CONQUEST INDUSTRIES INC.
0000 XXXX XXXXX XXXXX XXXX
XXXXX, XXXXXXXX 00000
As of October 31, 1995
Xx. Xxxxxx Xxxxx
c/x Xxxxxxx Xxxxx & Co., P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: CONQUEST INDUSTRIES INC.
EXCHANGE OF INDEBTEDNESS FOR SHARES
OUR FILE NO. 4491.02
Dear Xx. Xxxxx:
Reference is made to that certain letter agreement, dated September
13, 1995, by and between Conquest Industries Inc. (the "Company") and yourself
(the "Agreement"), whereby you agreed to exchange $20,000 of Company
indebtedness due you for an aggregate of 10,000 shares of the Company's common
stock, which shares the Company agreed to register under the Securities Act of
1933, as amended (the "Act"). All capitalized terms used herein without
definition have the respective meanings ascribed to them in the Agreement.
By execution of this letter agreement you hereby agree to amend the
Agreement as follows:
1. Section 3 of the Agreement is hereby deleted in its entirety and
replaced by the following new Section 3:
"Your agreement to purchase all or any portion of the Subject
Shares, as evidenced by your execution of this letter, shall
be irrevocable."
2. Section 4 of the Agreement is hereby deleted in its entirety
and replaced by the following new Section 4:
"Certificates representing the Subject Shares shall be issued
to you promptly upon your execution of this
18
Agreement, as amended. Such Subject Shares shall initially
bear a legend indicating that such shares are restricted
securities under the Act."
If you are in accord with the foregoing, then the Company respectfully
requests that you confirm same by countersigning a counterpart copy of this
letter in the space provided and returning it via facsimile to our counsel,
Solomon, Fornari, Xxxxx & Xxxxxxxxx, P.C., attention Xxxxxxx X. Xxxxx (fax no.
000-000-0000), by Tuesday, November 7, 1995.
In the event that you do not return this letter agreement to our
counsel by November 7, 1995, the Company will be unable to fulfill its
obligations under the Agreement and, therefore, pursuant to Section 7 of the
Agreement, the Company's offer of the Subject Shares to you shall be withdrawn.
Very truly yours,
CONQUEST INDUSTRIES INC.
By:
---------------------------
Xxxxx Xxxxxx
Chief Financial Officer
Acknowledged, Confirmed
and Agreed To:
------------------------------------
Xxxxxx Xxxxx
-2-
19
CONQUEST INDUSTRIES INC.
0000 XXXX XXXXX XXXXX XXXX
XXXXX, XXXXXXXX 00000
As of October 31, 1995
Mr. Xxxx Xxxxxxx
c/x Xxxxxxx Xxxxx & Co., P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: CONQUEST INDUSTRIES INC.
EXCHANGE OF INDEBTEDNESS FOR SHARES
OUR FILE NO. 4491.02
Dear Xx. Xxxxxxx:
Reference is made to that certain letter agreement, dated September
12, 1995, by and between Conquest Industries Inc. (the "Company") and yourself
(the "Agreement"), whereby you agreed to exchange $16,000 of Company
indebtedness due you for an aggregate of 8,000 shares of the Company's common
stock, which shares the Company agreed to register under the Securities Act of
1933, as amended (the "Act"). All capitalized terms used herein without
definition have the respective meanings ascribed to them in the Agreement.
By execution of this letter agreement you hereby agree to amend the
Agreement as follows:
1. Section 3 of the Agreement is hereby deleted in its entirety and
replaced by the following new Section 3:
"Your agreement to purchase all or any portion of the Subject
Shares, as evidenced by your execution of this letter, shall
be irrevocable."
2. Section 4 of the Agreement is hereby deleted in its entirety
and replaced by the following new Section 4:
"Certificates representing the Subject Shares shall be issued
to you promptly upon your execution of this
20
Agreement, as amended. Such Subject Shares shall initially
bear a legend indicating that such shares are restricted
securities under the Act."
If you are in accord with the foregoing, then the Company respectfully
requests that you confirm same by countersigning a counterpart copy of this
letter in the space provided and returning it via facsimile to our counsel,
Solomon, Fornari, Xxxxx & Xxxxxxxxx, P.C., attention Xxxxxxx X. Xxxxx (fax no.
000-000-0000), by Tuesday, November 7, 1995.
In the event that you do not return this letter agreement to our
counsel by November 7, 1995, the Company will be unable to fulfill its
obligations under the Agreement and, therefore, pursuant to Section 7 of the
Agreement, the Company's offer of the Subject Shares to you shall be withdrawn.
Very truly yours,
CONQUEST INDUSTRIES INC.
By:
---------------------------
Xxxxx Xxxxxx
Chief Financial Officer
Acknowledged, Confirmed
and Agreed To:
-----------------------------------
Xxxx Xxxxxxx
-2-
21
CONQUEST INDUSTRIES INC.
0000 XXXX XXXXX XXXXX XXXX
XXXXX, XXXXXXXX 00000
As of October 31, 1995
Xx. Xxxxxx Xxxxx
c/x Xxxxxxx Xxxxx & Co., P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: CONQUEST INDUSTRIES INC.
EXCHANGE OF INDEBTEDNESS FOR SHARES
OUR FILE NO. 4491.02
Dear Xx. Xxxxx:
Reference is made to that certain letter agreement, dated September
12, 1995, by and between Conquest Industries Inc. (the "Company") and yourself
(the "Agreement"), whereby you agreed to exchange $87,000 of Company
indebtedness due you for an aggregate of 43,500 shares of the Company's common
stock, which shares the Company agreed to register under the Securities Act of
1933, as amended (the "Act"). All capitalized terms used herein without
definition have the respective meanings ascribed to them in the Agreement.
By execution of this letter agreement you hereby agree to amend the
Agreement as follows:
1. Section 3 of the Agreement is hereby deleted in its entirety and
replaced by the following new Section 3:
"Your agreement to purchase all or any portion of the Subject
Shares, as evidenced by your execution of this letter, shall
be irrevocable."
2. Section 4 of the Agreement is hereby deleted in its entirety
and replaced by the following new Section 4:
"Certificates representing the Subject Shares shall be issued
to you promptly upon your execution of this
22
Agreement, as amended. Such Subject Shares shall initially
bear a legend indicating that such shares are restricted
securities under the Act."
If you are in accord with the foregoing, then the Company respectfully
requests that you confirm same by countersigning a counterpart copy of this
letter in the space provided and returning it via facsimile to our counsel,
Solomon, Fornari, Xxxxx & Xxxxxxxxx, P.C., attention Xxxxxxx X. Xxxxx (fax no.
000-000-0000), by Tuesday, November 7, 1995.
In the event that you do not return this letter agreement to our
counsel by November 7, 1995, the Company will be unable to fulfill its
obligations under the Agreement and, therefore, pursuant to Section 7 of the
Agreement, the Company's offer of the Subject Shares to you shall be withdrawn.
Very truly yours,
CONQUEST INDUSTRIES INC.
By:
--------------------------
Xxxxx Xxxxxx
Chief Financial Officer
Acknowledged, Confirmed
and Agreed To:
----------------------------------
Xxxxxx Xxxxx
-2-
23
CONQUEST INDUSTRIES INC.
0000 XXXX XXXXX XXXXX XXXX
XXXXX, XXXXXXXX 00000
As of October 31, 1995
Xx. Xxxxxx Glass
c/x Xxxxxxx Radin & Co., P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: CONQUEST INDUSTRIES INC.
EXCHANGE OF INDEBTEDNESS FOR SHARES
OUR FILE NO. 4491.02
Dear Mr. Glass:
Reference is made to that certain letter agreement, dated September
13, 1995, by and between Conquest Industries Inc. (the "Company") and yourself
(the "Agreement"), whereby you agreed to exchange $25,000 of Company
indebtedness due you for an aggregate of 12,500 shares of the Company's common
stock, which shares the Company agreed to register under the Securities Act of
1933, as amended (the "Act"). All capitalized terms used herein without
definition have the respective meanings ascribed to them in the Agreement.
By execution of this letter agreement you hereby agree to amend the
Agreement as follows:
1. Section 3 of the Agreement is hereby deleted in its entirety and
replaced by the following new Section 3:
"Your agreement to purchase all or any portion of the Subject
Shares, as evidenced by your execution of this letter, shall
be irrevocable."
2. Section 4 of the Agreement is hereby deleted in its entirety
and replaced by the following new Section 4:
"Certificates representing the Subject Shares shall be issued
to you promptly upon your execution of this
24
Agreement, as amended. Such Subject Shares shall initially
bear a legend indicating that such shares are restricted
securities under the Act."
If you are in accord with the foregoing, then the Company respectfully
requests that you confirm same by countersigning a counterpart copy of this
letter in the space provided and returning it via facsimile to our counsel,
Solomon, Fornari, Xxxxx & Xxxxxxxxx, P.C., attention Xxxxxxx X. Xxxxx (fax no.
000-000-0000), by Tuesday, November 7, 1995.
In the event that you do not return this letter agreement to our
counsel by November 7, 1995, the Company will be unable to fulfill its
obligations under the Agreement and, therefore, pursuant to Section 7 of the
Agreement, the Company's offer of the Subject Shares to you shall be withdrawn.
Very truly yours,
CONQUEST INDUSTRIES INC.
By:
--------------------------
Xxxxx Xxxxxx
Chief Financial Officer
Acknowledged, Confirmed
and Agreed To:
----------------------------------
Xxxxxx Xxxxx
-2-
25
CONQUEST INDUSTRIES INC.
0000 XXXX XXXXX XXXXX XXXX
XXXXX, XXXXXXXX 00000
As of October 31, 1995
Xx. Xxxxxx Xxxxxxxx
c/x Xxxxxxx Xxxxx & Co., P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: CONQUEST INDUSTRIES INC.
EXCHANGE OF INDEBTEDNESS FOR SHARES
OUR FILE NO. 4491.02
Dear Xx. Xxxxxxxx:
Reference is made to that certain letter agreement, dated September
13, 1995, by and between Conquest Industries Inc. (the "Company") and yourself
(the "Agreement"), whereby you agreed to exchange $10,000 of Company
indebtedness due you for an aggregate of 5,000 shares of the Company's common
stock, which shares the Company agreed to register under the Securities Act of
1933, as amended (the "Act"). All capitalized terms used herein without
definition have the respective meanings ascribed to them in the Agreement.
By execution of this letter agreement you hereby agree to amend the
Agreement as follows:
1. Section 3 of the Agreement is hereby deleted in its entirety and
replaced by the following new Section 3:
"Your agreement to purchase all or any portion of the Subject
Shares, as evidenced by your execution of this letter, shall
be irrevocable."
2. Section 4 of the Agreement is hereby deleted in its entirety
and replaced by the following new Section 4:
"Certificates representing the Subject Shares shall be issued
to you promptly upon your execution of this
26
Agreement, as amended. Such Subject Shares shall initially
bear a legend indicating that such shares are restricted
securities under the Act."
If you are in accord with the foregoing, then the Company respectfully
requests that you confirm same by countersigning a counterpart copy of this
letter in the space provided and returning it via facsimile to our counsel,
Solomon, Fornari, Xxxxx & Xxxxxxxxx, P.C., attention Xxxxxxx X. Xxxxx (fax no.
000-000-0000), by Tuesday, November 7, 1995.
In the event that you do not return this letter agreement to our
counsel by November 7, 1995, the Company will be unable to fulfill its
obligations under the Agreement and, therefore, pursuant to Section 7 of the
Agreement, the Company's offer of the Subject Shares to you shall be withdrawn.
Very truly yours,
CONQUEST INDUSTRIES INC.
By:
--------------------------
Xxxxx Xxxxxx
Chief Financial Officer
Acknowledged, Confirmed
and Agreed To:
-------------------------------------
Xxxxxx Xxxxxxxx
-2-
27
CONQUEST INDUSTRIES INC.
0000 XXXX XXXXX XXXXX XXXX
XXXXX, XXXXXXXX 00000
As of October 31, 1995
Xx. Xxxx Xxxx
c/x Xxxxxxx Xxxxx & Co., P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: CONQUEST INDUSTRIES INC.
EXCHANGE OF INDEBTEDNESS FOR SHARES
OUR FILE NO. 4491.02
Dear Xx. Xxxx:
Reference is made to that certain letter agreement, dated September
13, 1995, by and between Conquest Industries Inc. (the "Company") and yourself
(the "Agreement"), whereby you agreed to exchange $5,000 of Company
indebtedness due you for an aggregate of 2,500 shares of the Company's common
stock, which shares the Company agreed to register under the Securities Act of
1933, as amended (the "Act"). All capitalized terms used herein without
definition have the respective meanings ascribed to them in the Agreement.
By execution of this letter agreement you hereby agree to amend the
Agreement as follows:
1. Section 3 of the Agreement is hereby deleted in its entirety and
replaced by the following new Section 3:
"Your agreement to purchase all or any portion of the Subject
Shares, as evidenced by your execution of this letter, shall
be irrevocable."
2. Section 4 of the Agreement is hereby deleted in its entirety
and replaced by the following new Section 4:
"Certificates representing the Subject Shares shall be issued
to you promptly upon your execution of this
28
Agreement, as amended. Such Subject Shares shall initially
bear a legend indicating that such shares are restricted
securities under the Act."
If you are in accord with the foregoing, then the Company respectfully
requests that you confirm same by countersigning a counterpart copy of this
letter in the space provided and returning it via facsimile to our counsel,
Solomon, Fornari, Xxxxx & Xxxxxxxxx, P.C., attention Xxxxxxx X. Xxxxx (fax no.
000-000-0000), by Tuesday, November 7, 1995.
In the event that you do not return this letter agreement to our
counsel by November 7, 1995, the Company will be unable to fulfill its
obligations under the Agreement and, therefore, pursuant to Section 7 of the
Agreement, the Company's offer of the Subject Shares to you shall be withdrawn.
Very truly yours,
CONQUEST INDUSTRIES INC.
By:
-------------------------
Xxxxx Xxxxxx
Chief Financial Officer
Acknowledged, Confirmed
and Agreed To:
-------------------------------------
Xxxx Xxxx
-2-
29
CONQUEST INDUSTRIES INC.
0000 XXXX XXXXX XXXXX XXXX
XXXXX, XXXXXXXX 00000
As of October 31, 1995
Xx. Xxxxxxx X. Xxxxxxx
c/x Xxxxxxx Xxxxx & Co., P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: CONQUEST INDUSTRIES INC.
EXCHANGE OF INDEBTEDNESS FOR SHARES
OUR FILE NO. 4491.02
Dear Xx. Xxxxxxx:
Reference is made to that certain letter agreement, dated September
__, 1995, by and between Conquest Industries Inc. (the "Company") and yourself
(the "Agreement"), whereby you agreed to exchange $87,000 of Company
indebtedness due you for an aggregate of 43,500 shares of the Company's common
stock, which shares the Company agreed to register under the Securities Act of
1933, as amended (the "Act"). All capitalized terms used herein without
definition have the respective meanings ascribed to them in the Agreement.
By execution of this letter agreement you hereby agree to amend the
Agreement as follows:
1. Section 3 of the Agreement is hereby deleted in its entirety and
replaced by the following new Section 3:
"Your agreement to purchase all or any portion of the Subject
Shares, as evidenced by your execution of this letter, shall
be irrevocable."
2. Section 4 of the Agreement is hereby deleted in its entirety
and replaced by the following new Section 4:
"Certificates representing the Subject Shares shall be issued
to you promptly upon your execution of this
30
Agreement, as amended. Such Subject Shares shall initially
bear a legend indicating that such shares are restricted
securities under the Act."
If you are in accord with the foregoing, then the Company respectfully
requests that you confirm same by countersigning a counterpart copy of this
letter in the space provided and returning it via facsimile to our counsel,
Solomon, Fornari, Xxxxx & Xxxxxxxxx, P.C., attention Xxxxxxx X. Xxxxx (fax no.
000-000-0000), by Tuesday, November 7, 1995.
In the event that you do not return this letter agreement to our
counsel by November 7, 1995, the Company will be unable to fulfill its
obligations under the Agreement and, therefore, pursuant to Section 7 of the
Agreement, the Company's offer of the Subject Shares to you shall be withdrawn.
Very truly yours,
CONQUEST INDUSTRIES INC.
By:
--------------------------
Xxxxx Xxxxxx
Chief Financial Officer
Acknowledged, Confirmed
and Agreed To:
-------------------------------------
Xxxxxxx X. Xxxxxxx
-2-
31
FORM OF 12% EXCHANGE NOTE
This Note has not been registered under the Securities Act of 1933, as amended
(the "1933 Act"), or under the provisions of any applicable state securities
laws, but has been acquired by the registered holder hereof for purposes of
investment and in reliance on statutory exemptions under the 1933 Act, and
under any applicable state securities laws. This Note may not be sold,
pledged, transferred or assigned except in a transaction which is exempt under
provisions of the 1933 Act and any applicable state securities laws or pursuant
to an effective registration statement; and in the case of an exemption, only
if the Company has received an opinion of counsel satisfactory to the Company
that such transaction does not require registration of this Note.
CONQUEST INDUSTRIES INC.
__________, 1995 $_______
AMENDED AND RESTATED PROMISSORY NOTE
CONQUEST INDUSTRIES INC., a Delaware corporation (the
"Company"), for value received, hereby promises to pay to
______________________ or registered assigns (the "Holder"), on October 1,
1996 (the "Maturity Date"), at the principal offices of the Company, the
principal sum of ____________________ ($______) Dollars in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay interest
on the outstanding principal balance hereof at the rate of twelve (12%) percent
per annum from 1995 until the Company's obligation with respect to the payment
of such principal sum shall be discharged as herein provided. Interest shall
be payable quarterly commencing January 1, 1996 and shall accrue and be payable
in like coin or currency to the Holder hereof at the principal offices of the
Company. In the event that for any reason whatsoever any interest or other
consideration payable with respect to this Note shall be deemed to be usurious
by a court of competent jurisdiction under the laws of the State of New York or
the laws of any other state governing the repayment hereof, then so much of
such interest or other consideration as shall be deemed to be usurious shall be
held by the holder as security for the repayment of the principal amount hereof
and shall otherwise be waived.
1. Transfers of Note to Comply with the 1933 Act
The Holder agrees that this Note may not be sold, transferred,
pledged, hypothecated or otherwise disposed of, in whole or in part, except as
follows: (a) to a person who, in the opinion of counsel to the Company, is a
person to whom the Note may legally be transferred without registration and
without delivery of a current prospectus under the Securities Act of 1933, as
amended (the "1933 Act") with respect thereto and then only against receipt of
an agreement of such person to comply with the provisions of this Section 1
with respect to any
32
resale or other disposition of the Note; or (b) to any person who complies with
the provisions of this Section 1 with respect to any resale or other
disposition of the Note; or (c) to any person upon delivery of a prospectus
then meeting the requirements of the 1933 Act relating to such securities and
the offering thereof for such sale or disposition, and thereafter to all
successive assignees.
2. Prepayment
The principal amount of this Note may be prepaid by the
Company, in whole or in part without premium or penalty, at any time and from
time to time. Upon any prepayment of the entire principal amount of this Note,
all accrued but unpaid interest shall be paid to the Holder on the date of
prepayment.
3. Covenants of Company
(a) The Company covenants and agrees that, so
long as this Note shall be outstanding, the Company will:
(i) Promptly pay and discharge all
lawful taxes, assessments and governmental charges or levies imposed upon the
Company or upon its income and profits, or upon any of its property before same
shall become a lien upon the Company's assets or property, as well as all
lawful claims for labor, materials and supplies which, if unpaid, would become
a lien or charge upon such properties or any part thereof; provided, however,
that the Company shall not be required to pay and discharge any such tax,
assessment, charge, levy or claim so long as the validity thereof shall be
contested in good faith by appropriate proceedings and the Company shall set
aside on its books adequate reserves with respect to any such tax, assessment,
charge, levy or claim so contested;
(ii) Do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate
existence, rights and franchises and comply with all laws applicable to the
Company as its counsel may advise;
(iii) At all times maintain, preserve,
protect and keep its property used and useful in the conduct of its business so
that the business carried on in connection therewith may be properly and
advantageously conducted in the ordinary course at all times;
(iv) Keep adequately insured, by
financially sound insurers, all property of a character usually insured by
similar corporations and carry such other insurance as is usually carried by
similar corporations; and
(v) At all times keep true and correct
books, records and accounts.
-2-
33
4. Events of Default
(a) This Note shall become due and payable
immediately upon any of the following events, herein called "Events of
Default":
(i) Default in the payment of the
principal or accrued interest on this Note, when and as the same shall become
due and payable, whether by acceleration or otherwise;
(ii) Default in the due observance or
performance of any covenant, condition or agreement on the part of the Company
to be observed or performed pursuant to the terms hereof, if such default shall
continue uncured for 10 days after written notice, specifying such default,
shall have been given to the Company by the Holder;
(iii) Material default in the payment of
any principal or interest due in connection with any secured or institutional
indebtedness now or hereafter due and owing by the Company;
(iv) The entry of a final judgment,
arbitration award or order against the Company in an amount exceeding $100,000
which judgment remains unsatisfied for thirty (30) days after the date of such
entry;
(v) Application for, or consent to, the
appointment of a receiver, trustee or liquidator for the Company or of its
property;
(vi) Admission in writing of the Company's
inability to pay its debts as they mature;
(vii) General assignment by the Company for
the benefit of creditors;
(viii) Filing by the Company of a voluntary
petition in bankruptcy or a petition or an answer seeking reorganization, or an
arrangement with creditors; or
(ix) Entering against the Company of a
court order approving a petition filed against it under the federal bankruptcy
laws, which order shall not have been vacated or set aside or otherwise
terminated within 60 days.
(b) The Company agrees that it shall give notice
to the Holder at his or her registered address, by certified mail, of the
occurrence of any Event of Default within five (5) days after such Event of
Default shall have occurred.
(c) In case any one or more of the Events of
Default specified above shall happen or be continuing, the Holder may proceed
to protect and enforce his or her right
-3-
34
by suit in the specific performance of any covenant or agreement contained in
this Note or in aid of the exercise of any power granted in this Note or may
proceed to enforce the payment of this Note or to enforce any other legal or
equitable rights as such Holder may have.
5. Miscellaneous
(a) This Note has been issued by the Company
pursuant to authorization of the Board of Directors of the Company.
(b) The Company may consider and treat the person
in whose name this Note shall be registered as the absolute owner thereof for
all purposes whatsoever (whether or not this Note shall be overdue) and the
Company shall not be affected by any notice to the contrary. Subject to the
limitations herein stated, the registered owner of this Note shall have the
right to transfer this Note by assignment, and the transferee thereof shall,
upon his or her registration as owner of this Note, become vested with all the
powers and rights of the transferor. Registration of any new owners shall take
place upon presentation of this Note to the Company at its principal offices,
together with a duly authenticated assignment. In case of transfer by
operation of law, the transferee shall notify the Company of such transfer and
of his or her address, and shall submit appropriate evidence regarding the
transfer so that this Note may be registered in the name of the transferee.
This Note is transferable only on the books of the Company by the holder
hereof, in person or by attorney, on the surrender hereof, duly endorsed.
Communications sent to any registered owner shall be effective as against all
holders or transferees of the Note not registered at the time of sending the
communication.
(c) Payments of interest shall be made as
specified above to the registered owner of this Note. Payment of principal
shall be made to the registered owner of this Note upon presentation of this
Note after maturity. No interest shall be due on this Note for such period of
time that may elapse between the maturity of this Note and its presentation for
payment.
(d) The Holder shall not, by virtue hereof, be
entitled to any rights of a stockholder of the Company, whether at law or in
equity, and the rights of the Holder are limited to those expressed in this
Note.
(e) Upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Note, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this Note,
if mutilated, the Company shall execute and deliver a new Note of like tenor
and date. Any such new Note executed and delivered shall constitute an
additional contractual obligation on the part of the Company, whether or not
this Note so lost, stolen, destroyed or mutilated shall be at any time
enforceable by anyone.
(f) This Note shall be construed and enforced in
accordance with the laws of the State of New York. The Company and the Holder
hereby consent to the jurisdiction
-4-
35
of the Courts of the State of New York and the United States District Courts
situated therein in connection with any action concerning the provisions of
this Note instituted by the Holder against the Company.
(g) No recourse shall be had for the payment of
the principal or interest of this Note against any incorporator or any past,
present or future stockholder, officer, director, agent or attorney of the
Company, or of any successor corporation, either directly or through the
Company or any successor corporation, or otherwise, all such liability of the
incorporators, stockholders, officers, directors, attorneys and agents being
waived, released and surrendered by the Holder hereof by the acceptance of this
Note.
(h) The Company shall pay all costs and expenses
incurred by the Holder to enforce any of the provisions of this Note,
including reasonable attorneys' fees and other expenses of collection.
6. Replacement of Old Note
This Note replaces, amends and restates in its
entirety the 10% Convertible Promissory Note(s) due October 1, 1996 (the "Old
Note(s)") issued in November 1994 by the Company to the current Holder in like
aggregate principal amount (which Old Note(s) is deemed cancelled upon the
Holder's receipt hereof), provided that this Note does not effect a novation of
the obligations represented by the Old Note(s).
IN WITNESS WHEREOF, CONQUEST INDUSTRIES INC., has caused this Note to
be signed in its name by its duly appointed officer as of the date first set
forth above.
ATTEST: CONQUEST INDUSTRIES INC.
______________________ By:_________________________
-5-
