EXHIBIT 4.12
LOAN EXTENSION AND CONVERSION AGREEMENT
This Extension and Conversion Agreement ("Agreement") is entered into as
of June 29, 2003, by and between Frastacky Associates, Inc. ("Frastacky") and
Interchange Corporation (formerly known as xXxxxxxxxx.xxx Corporation), a
Delaware corporation (the "Company") to provide for the extension of the
maturity date and conversion of the outstanding balance of principal and accrued
interest under the promissory notes ("Notes") made by the Company in favor of
Frastacky, on the following terms and conditions:
1. Notes. The Notes which are the subject of this Agreement are the
following: (a) that certain Promissory Note dated August 15, 2001, in the
principal sum of $350,000, (b) that certain Promissory Note dated October 24,
2001 in the principal sum of $125,000, (c) that certain Promissory Note dated
November 28, 2001 in the principal sum of $75,000, (d) that certain Promissory
Note dated November 21, 2002 in the principal sum of $250,000, (e) that certain
Promissory Note dated January 17, 2003, in the principal sum of $150,000, and
(f) that certain Promissory Note dated January 30, 2003, in the principal sum of
$250,000. Each of the Notes is secured by a written Security Agreement dated
August 15, 2001.
2. Extension of Maturity Date. The "Maturity Date" of each of the Notes is
hereby extended to April 30, 2004; provided that (a) it shall be an additional
Event of Default under each of the Notes if gross proceeds of at least
$1,000,000 are not received by the Company from an offering of its securities
arranged by GunnAllen Financial, Inc. on or before October 1, 2003, and (b)
Frastacky may declare all of the Notes to be in default if an Event of Default
occurs under any of the Notes prior to the Maturity Date.
3. Conversion Right. At the sole option of Frastacky, the outstanding
balance of principal and interest due under the Notes ("Conversion Amount") may
be converted into shares of the Company's common stock ("Converted Shares") at a
purchase price of $0.50 per share, at any time prior to payment in full of the
Notes. To effect such conversion, Frastacky shall deliver the Notes to the
Company for cancellation together with written notice of conversion. The Company
shall, no later than ten (10) business days after receipt of the Notes and
notice of conversion, cancel the Notes and issue to Frastacky or the holder of
the Notes stock certificates representing the Converted Shares. If any change is
made in the Company's common stock (through reorganization, recapitalization,
stock dividend, dividend in property other than cash, stock split or reverse
stock split, liquidating dividend, combination of shares, exchange of shares,
change in corporate structure or otherwise), the class and number of shares and
price per share of Common Stock subject to conversion will be appropriately
adjusted.
4. Piggyback Registration. As a material inducement for Frastacky to enter
into this Agreement, the Company agrees to provide "piggyback" registration
rights as follows: At such time as the Company first files for registration of
shares of any class of stock of the Company under the Securities Act of 1933, as
amended, except for newly issued shares to be offered pursuant to an Initial
Public Offering, the Company shall include in such registration not less than
the number of the Converted Shares which when multiplied by the last price per
share of the Company's common stock sold by the Company prior to the
registration filing equals the Conversion Amount. For example, if the Conversion
Amount is $1,400,000 on the date that Frastacky delivers its written notice of
conversion and the last price per share of the Company's common stock sold by
the Company prior to the registration filing is $2.00, then the Company shall
register not less than 700,000 of the Converted Shares pursuant to this
paragraph. All fees, charges, costs and expenses of any kind (including legal
fees) in connection with such piggyback registration shall be borne by the
Company.
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5. Representations by Company. As a material inducement by the Company to
Frastacky to enter into this Agreement, the Company represents and warrants to
Frastacky:
5.1 This Agreement does not conflict with any other agreement or
understanding to which the Company is a party.
5.2 Except for repayment obligations under the Notes, the Company is not
in breach of any material (under $25,000) contract, obligation or
agreement.
5.3 The Company has no claims, offsets or defenses with respect to the
payment of sums due under the Notes or the Security Agreement.
5.4 No person has, has asserted, or has threatened, any lien, claim or
encumbrance against any of the Company's assets which is senior in
priority to the lien in favor of Frastacky pursuant to the Security
Agreement
5.5 This Agreement and the transactions provided herein have been duly
authorized by the Company. No further acts, consents or approvals are
necessary for this Agreement to be the legally binding obligation of
the Company. The person signing this Agreement on behalf of the
Company is duly authorized to do so.
6. Interests Affected. Except as expressly modified by this Agreement, the
Notes and Security Agreement remain fully enforceable in accordance with their
terms. Except for rights expressly evidenced by the Notes, this Agreement does
not affect any other interests or rights which Frastacky has relating to the
Company. Without limitation, this Agreement does not affect the other shares of
stock of the Company held by Frastacky, the warrants to acquire shares of stock
of the Company held by Frastacky or the registration rights of Frastacky.
7. Expenses. The Company shall pay Frastacky's reasonable legal expenses
incurred in connection with such conversion, including the review and execution
of this Agreement, but excluding costs related to the original issuance of the
Note, provided, that, if requested by the Company, such expenses are supported
by reasonably detailed documentation allowing the Company to confirm that such
expenses are subject to reimbursement hereunder, and provided, further, that in
no event shall such expenses exceed $1,500.
8. Successors. This Agreement is binding on the successors, assigns and
representatives of the parties.
INTERCHANGE CORPORATION,
FORMERLY KNOWN AS XXXXXXXXXX.XXX CORPORATION
By: Xxxxx X. Xxxxxx, CEO
FRASTACKY ASSOCIATES, INC.
/S/ Xxxxxxxxx Xxxxx
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By: Xxxxxxxxx Xxxxx, Senior Vice-President
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