Investor Agreement
The undersigned, Gold & Xxxxx Transfer, S.A. ("G&A"), hereby agrees to
loan to Capsule Communications, Inc. ("Capsule"), the sum of up to $900,000
(the "Maximum Amount"), G&A will invest funds on the following schedule:
$300,000 on March 13, 2001 and $300,000 on May 1, 2001 and $300,000 on June
15, 2001 or later if requested by the president of Capsule. The foregoing
agreement of G&A shall be on, and subject to, the following conditions:
1. References below to the "Company" shall deem Capsule as the
borrower of sums from G&A.
2. The loan shall be due and payable on or before June 15, 2002.
3. At the option of G&A the loan can be converted at any time during
the loan period to shares of Capsule at the average trading price of the
Capsule share during the preceding 20 trading days.
4. The amounts loaned by G&A to the Company shall accrue interest
from the date(s) made at the rate of 12% per annum calculated and accrued
monthly on the outstanding balance, and all amounts os loaned, together with
accrued interest thereon, and shall become due and payable upon any questions,
merger or sale of Capsule or the sale of more than 20% of the companies equity
to any party by Capsule.
5. G&A acknowledges its understanding that any shares of Company
common stock issued to it pursuant to paragraph 3 will constitute "restricted
securities" and will not be eligible for resale unless registered under the
Securities Act of 1933 or unless an exemption from such registration
requirements is applicable, and represents and warrants that it is acquiring
any such shares for its own account without a view to distribution. G&A shall
have the right to demand registration of all the restricted shares which it
holds in Capsule at any time. G&A will agree to pay any legal fees involving
such registration.
6. The loan may be prepaid at any time without any penalty.
7. Upon approval from Xxxxx Fargo Business Credit, which the Company
will make its best effort to receive, the Company will assign, pledge, and
grant to G&A a continuing subordinated security interest in the Company's
DEX600E Megahub switch located at 000 Xxxxx Xxxxx Xxxxxx in Philadelphia,
Pennsylvania and any other assets which are not now secured to any other
lender and in the case of any asset or assets now secured to other lenders,
G&A will be given a security interest 2nd to the other lenders.
Investment Agreement
8. This agreement will be construed under the laws of the state of
Delaware.
Gold & Xxxxx Transfer, S.A.
Signature: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
Gold & Xxxxx Transfer, S.A.
Date: 3/15/01
Capsule Communications, Inc.
Signature: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
President & CEO
Date: 03/20/01
