AGREEMENT
This Agreement made this 2nd day of February, 1999, by and among XXXXXX XX.
XXXXXXX ("Xxxxxxx"), CAMBIO, INC., a Delaware corporation ("Cambio"),
EURO-AMERICA-II, L.P., 2001 PARTNERS, L.P. and XXXXXXXXX X. XXXXX (jointly
"Security Holders").
R E C I T A L S
X. Xxxxxxx is the owner of 39,392 shares of the Class A common stock of
Cambio and 1,159,500 shares of the Class B common stock of Cambio.
B. Security Holders are the owners of 1,176,475 shares of the Class A
common stock of Cambio.
C. Security Holders are willing to purchase and Cambio is willing to sell
additional shares of its Class A common stock as herein provided.
D. Cambio proposes to enter into an agreement with Imperial Loan Management
Corporation whereby Imperial Loan Management Corporation will take title to
certain subsidiaries of Cambio and use its best efforts to collect their assets
and pay certain obligations of Cambio to Imperial Loan Management Corporation
(the "Imperial Agreement").
X. Xxxxxxx is willing to exchange his Class B common shares for Class A
common shares of Cambio, and to resign as the chairman of the Board of Directors
and Chief Executive Officer of Cambio upon the terms and conditions set forth
herein.
NOW, THEREFORE, the parties agree as follows:
1. The parties agree that Cambio shall execute and carry out its
obligations under the Imperial Agreement.
2. Cambio agrees to sell and issue, and Security Holders agree to purchase,
a minimum of Two Million One Hundred Twenty Five Thousand (2,125,000) shares and
a maximum of Three Million (3,000,000) shares of Class A common stock of Cambio
for a purchase price of $.20 per share payable in cash. The proceeds from the
sale of the shares shall be used exclusively to pay obligations of Cambio
arising out of the operation of the business including current accounts payable
and future obligations. No portion of the proceeds shall be used to pay any
obligations of Cambio to Security Holders or Xxxxxxx.
3. Upon the sale of the stock and receipt of the purchase price, Xxxxxxx
agrees to resign as Chairman of the Board of Directors and Chief Executive
Officer.
4. Upon the sale of the stock and receipt of the purchase price, and upon
the execution of the Imperial Agreement and delivery of the shares of the
subsidiaries to Imperial Loan Management Corporation pursuant to the Imperial
Agreement, Xxxxxxx agrees to convert his Class B common shares to an equal
number of Class A common shares of Cambio.
5. Security Holders agree that for a period of not less than two years from
the issuance of the new Class A Common shares, they shall vote their shares to
elect Xxxxxxx as a director of Cambio.
IN WITNESS WHEREOF the parties have executed this Agreement upon the date
above written.
EURO-AMERICA-II, L.P. AND
2001 PARTNERS, L.P.
/s/ Xxxxxx Xx. Xxxxxxx
XXXXXX XX. XXXXXXX
By: /s/ Xxxxxxxxx X. Xxxxx
CAMBIO, INC.
By: /s/ Xxx Xx-Xxxxx /s/ Xxxxxxxxx X. Xxxxx
Xxxxxxxx X. Xxxxx
