AGREEMENT
AGREEMENT dated as of September 21, 1995 by and among SA
Telecommunications, Inc., f/k/a/ SA Holdings, Inc., a Delaware corporation
(the "Company"), and Xxxxxx Xxxxxxx, Xxxx X. Xxxxxxx and Xxxxxxxx Xxxx
(individually a "Purchaser" and collectively the "Purchasers").
WHEREAS, the Company and Purchasers have entered into that certain
Note, Preferred Stock & Warrant Purchase Agreement dated as of July 31,
1995 (the "Purchase Agreement"), pursuant to which the Company issued and
the Purchasers purchased an aggregate of $2,750,000 principal amount of
the Company's Subordinated Notes Due October 1, 1996 (the "Bridge Notes")
and an aggregate of 125,000 shares of Series B Cumulative Convertible
Preferred Stock, $.00001 par value (the "Series B Preferred Stock");
WHEREAS, the Company desires to prepay an aggregate principal amount of
$1,100,000 of the Bridge Notes in exchange for waiver of the conversion
feature of the Series B Preferred Stock and a proxy exercisable in the
event the Company, in its sole discretion, desires to seek an amendment to
the Certificate of Designations, Preferences and Rights of Series B
Cumulative Convertible Preferred Stock ("Series B Designation") deleting
all provisions relating to conversion and adjusting any provisions
dependant upon conversion rights, and Purchasers desire to accept such
prepayment and grant such waiver and proxy;
NOW, THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. PREPAYMENT OF BRIDGE NOTES. Pursuant to Section 6 of the Purchase
Agreement, the Company hereby delivers to Purchasers as an aggregate
prepayment of principal of $1,100,000 plus $17,813.83 accrued and unpaid
interest on principal to the date hereof on the Bridge Notes, for a total
of $1,117,813.83 by checks payable to the order of (a) Xxxxxx Xxxxxxx in
the amount of $447,125.53, (b) Xxxx X. Xxxxxxx in the amount of
$447,125.53, and (c) Xxxxxxxx Xxxx in the amount of $223,562.77, and each
of Purchasers hereby accepts such prepayment and waives all notice to
which such Purchaser may be entitled under Section 6 or any other
provision of the Purchase Agreement.
2. WAIVER OF CONVERSION FEATURE.
(a) Each of the Purchasers, being all the holders of the
Series B Preferred Stock, and the Company hereby waive all
provisions giving the holder of such Series B Preferred Stock
the right to convert into the Company's Common Stock.
Accordingly, each of the Purchasers hereby expressly acknowledges
and agrees that the Series B Preferred Stock will not now, nor
ever be, convertible into shares of
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Common Stock of the Company, and that any transfer of such Series B
Preferred Stock will not convey conversion rights.
(b) In the event that the Company, in its sole discretion,
desires to amend the Series B Designation to delete all provisions
relating to conversion and adjust any provisions dependent upon
conversion rights, in order to effectuate the covenant set forth
in Section 2(a) above, each of the Purchasers hereby irrevocably
appoints Xxxx X. Xxxx, Xx. and J. Xxxxx Xxxxxxx, and both or
either of them, as proxies, each with the power to appoint his
substitute, and hereby authorizes each of them to vote all shares
of capital stock of the Company held by such Purchasers in favor
of such an amendment at any stockholder's meeting at which such
amendment shall be presented for approval.
(c) Each of the Purchasers agrees that such Purchaser will
immediately deliver all stock certificates representing shares
of Series B Preferred Stock held by such Purchaser to the
Company in order that the Company can place a legend on the
reverse side thereof indicating that the holder thereof has
agreed to the waiver of the conversion feature previously
existing with respect to such Series B Preferred Stock.
3. AMENDMENT OF PURCHASE AGREEMENT. The Purchasers and the
Company hereby agree that the Purchase Agreement is hereby amended
as follows:
(a) Section 1(c) of the Purchase Agreement is hereby amended to
delete the second sentence of Section 1(c).
(b) The definition of "Share" in Section 3(a) of the Purchase
Agreement is hereby amended to delete the reference to conversion
of Series B Preferred Stock and is amended and restated as
follows:
"SHARE" or "SHARES" means shares of the Company's Common Stock,
or other securities which can be obtained or have been obtained
by exercise in whole or in part of any Warrant or are obtained
upon an exchange of Shares pursuant to the terms of a Warrant or
are obtained upon an exchange of Shares pursuant to the terms of
the Company's articles of incorporation.
(c) Section 7.1 of the Purchase Agreement is hereby amended to
delete reference to the Series B Preferred Stock and restated as
follows:
7.1 RESERVATION OF SHARES. There has been reserved, and
the Company shall at all times keep reserved, free from
preemptive rights, out of its authorized Common Stock, $.0001 par
value per share, a number of shares of Common Stock, $.0001 par
value per share, sufficient to provide for the exercise of the
Warrants.
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(d) Sections 15.2, 15.3, 15.4, 15.5 and 15.6 of the Purchase
Agreement are hereby amended to delete all references to
"Series B Preferred Stock" and "conversion of Series B Preferred
Stock."
4. COUNTERPARTS; BINDING EFFECT. This Agreement may be executed
by the parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument,
and all signatures need not appear on any one counterpart. The terms
of this Agreement shall be binding upon, and inure to the benefit of,
the parties and their respective successors and permitted assigns
whether so expressed or not.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first above written.
SA TELECOMMUNICATIONS, INC. /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
By: /s/ Xxxx X. Xxxx Xx. /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxx, Xx. Xxxx X. Xxxxxxx
Chairman and Chief Executive
Officer
/s/ Xxxxxxxx Xxxx
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Xxxxxxxx Xxxx
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