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EXHIBIT 10.32
AGREEMENT
This Agreement dated as of August 25, 1997 is by and between
VASCO Data Security International, Inc., a Delaware corporation
("International") and VASCO CORP., a Delaware corporation ("VASCO").
WHEREAS, in connection with a proposed reorganization of
VASCO, International is undertaking an offer to exchange International shares,
warrants and options for VASCO shares, warrants and options (the "Exchange
Offer") pursuant to a registration statement to be filed under the Securities
Act of 1933, as amended (the "Registration Statement"); and
WHEREAS, VASCO and International desire that upon consummation
of the Exchange Offer certain obligations of VASCO be assumed by International.
NOW, THEREFORE, the parties agree as follows:
1. Substitution of Shares. Effective upon the
consummation of the Exchange Offer, shares of Common Stock of International
shall be substituted for shares of VASCO Common Stock which may be acquired
pursuant to warrants, options or other agreements of VASCO that are exchanged
pursuant to the Exchange Offer. Upon consummation of the Exchange Offer VASCO
and International shall enter into such agreements as may be necessary or
appropriate to effect the substitution of rights to acquire shares of
International Common Stock for rights to acquire shares of VASCO Common Stock,
including without limitation, the following agreements (as defined in the
Registration Statement): New VASCO Option Agreements, New VASCO Convertible
Note Agreements and New VASCO Warrant Agreements. Further, upon consummation
of the Exchange Offer VASCO and International shall enter into such amendments
to VASCO registration rights agreements, including without limitation, the
Registration Rights Agreement dated October 7, 1995, as amended, with Xxxxx
Xxxxxxx Enterprises Inc. and eight other investors, and VASCO agreements with
Generale Bank, Banque Paribas Belgique, S.A., Banque Paribas S.A.,
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Osprey Partners, Kyoto Securities, Ltd., Xxxxx Xxxxxxxxx, Xxx Xxxxxx and others
to substitute International shares of Common Stock for shares of VASCO Common
Stock and make other changes in the agreements, all as approved by T. Xxxxxxx
Xxxx.
2. Assumption of Obligations. Effective upon
consummation of the Exchange Offer, all rights and obligations of VASCO under
the Financing Agreement dated as of June 27, 1997 between Generale Bank and
VASCO (the "Financing Agreement") and the issuance of shares under the related
Convertible Notes and Stock Warrants shall, without further action, be assumed
in their entirety by International. This Agreement shall constitute
International's express written undertaking of such rights and obligations and,
following consummation of the Exchange Offer, International shall deliver to
Generale Bank a copy of this Agreement, or such other written undertaking as
International deems appropriate, as evidence of International's assumption
pursuant to Article 5.4 of the Financing Agreement.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement.
VASCO CORP.
By: /s/ T. Xxxxxxx Xxxx
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Its: President
VASCO Data Security International, Inc.
By: /s/ T. Xxxxxxx Xxxx
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Its: President
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