EXHIBIT 10.30
SERIES B CONVERSION AGREEMENT
Series B Conversion Agreement dated as of November 20, 1996 among
All-Comm Media Corporation (the "Company") and each of the Company's
securityholders party hereto.
WHEREAS, the Company has issued and outstanding 6,200 shares of
its Series B Convertible Preferred Stock, par value $.01 per share (the "Series
B Preferred Stock");
WHEREAS, the shares of Series B Preferred Stock are currently
convertible into shares of the Company's common stock, par value $.01 per share
(the "Common Stock"), in accordance with the certificate of designations for of
the Series B Preferred Stock;
WHEREAS, the Company has filed a registration statement with the
Securities and Exchange Commission for a proposed underwritten public offering
(the "Offering") of shares of Common Stock and for the delayed offering of
shares of Common Stock by certain delayed selling securityholders;
WHEREAS, the lead underwriter for the Offering has advised the
Company that the existence of the current number of outstanding options,
warrants or other rights convertible or exercisable for shares of the Common
Stock could be detrimental to the Offering and to secondary trading in the
Common Stock following consummation of the Offering;
WHEREAS, in support of the Offering, the holders of the Series B
Preferred Stock would like to convert their shares of Series B Preferred Stock
into shares of Common Stock;
WHEREAS, the undersigned holders of Series B Preferred Stock also
hold Common Stock purchase warrants originally issued with the Series B
Preferred Stock and expect to derive significant benefit from the Offering;
NOW THEREFORE, in consideration of the premises and for other
good and valuable consideration, and receipt and sufficiency which are hereby
acknowledged, the parties hereto agree as follows:
1. Conversion of Series B Preferred Stock. Conditional upon but
immediately prior to the consummation of the Offering, each of the undersigned
holders of Series B Preferred Stock will convert (i) all outstanding accrued
dividends on the Series B Preferred Stock held by such person and (ii) all of
the shares of Series B Preferred Stock held by such person, into shares of
Common Stock in accordance with the certificate of designations for the Series B
Preferred Stock.
Series B Conversion Agreement, Page 2
2. Securities Law Matters. Each of the undersigned holders of
Series B Preferred Stock severally acknowledges and agrees that: (a) the shares
of Common Stock to be issued to it upon conversion of shares of Series B
Preferred Stock have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"); (b) such shares may not be freely resold or
transferred absent registration under the Securities Act or an exemption
therefrom; (c) it is acquiring such shares for its own account for investment
purposes only and not with a view towards the resale or distribution thereof;
(d) it may be required to hold such shares for an indefinite period; (e)
certificates representing such shares may bear restrictive legends and the
Company may instruct its transfer agent to place stop transfer orders with
respect thereto; (f) it is an "accredited investor" within the meaning of Rule
501(a) of Regulation D under the Securities Act; and (g) it is aware that the
Company is issuing such Common Stock in transactions exempt from the
registration requirements of the Securities Act pursuant to Regulation D or
other exemptions from registration.
3. Miscellaneous. This Agreement may not be modified
except in a writing signed by or on behalf of all of the parties
hereto. This Agreement constitutes the entire agreement of the
parties with respect to the conversion of the outstanding shares
of Series B Preferred Stock. This Agreement may be signed in one
or more counterparts, all of which shall constitute a single
original.
IN WITNESS WHEREOF, each of the undersigned has duly signed or
caused this Agreement to be signed on its or their behalf as of this 20th day of
November, 1996.
All-Comm Media Corporation ------------------------------
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By: ----------------------- ▇▇▇▇ ▇▇▇▇▇▇
Name:
Title:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ - ▇▇▇ F/B/O
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Series B Conversion Agreement, Page 3
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▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corp N.V.
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Seth Fireman ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇ Shekel Hakodesh
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▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Torah Prep. HS
for Girls
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Namax Corp.
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Keren M.Y.C.B. ▇▇▇▇▇ Foundation Ohr Somayach ▇▇▇▇▇▇▇▇▇ Educ.
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Malca Sand ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇ Friends of Kiryat Meor ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ The Nais Corp.
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Cong. Ahavas Tzd Okah V. Ches ▇▇▇▇▇ ▇▇▇▇▇
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Yeshiva of Telshe Alumni ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇