<PAGE>
CUMMINGS PROPERTIES
STANDARD FORM 8990525-AWT
AMENDMENT TO LEASE # 1
In consideration with a lease currently in effect between the parties at 42
and 43 Cummings Park, Woburn, Massachusetts, executed on August 10, 1999 and
terminating September 14, 2004, and in consideration of the mutual benefits to
be derived herefrom, Cummings Properties, LLC Lessor, and Book Tech, Inc.,
LESSEE, hereby agree to amend said lease as follows:
1. *LESSOR, at LESSEE's sole expense, shall complete alterations and
improvements within the leased premises in accordance with the mutually
agreed upon plan attached hereto. LESSOR shall amortize the agreed charge
of $42,455, plus interest at the rate of 9.75%, for said construction as
additional rent as provided below.
2. * The Security Deposit is hereby increased by $2,000 from $22,000 to a new
total of $24,000. LESSEE shall pay this increase upon LESSEE's execution of
this amendment.
This amendment shall not bind either party in any manner until it has been
executed by both parties. All other terms, conditions and covenants of the
present lease shall continue to apply except that adjusted base rent shall be
increased by $10,761.96 annually, from a total of $133,348.00 to a new annual
total of $144,109.96 or $12,009.16 per month. Annual base rent for purposes of
computing any future escalations thereon shall be $144,109.96. This amendment
shall be effective September 15th 1999 and shall continue through the balance of
the lease and any extensions thereof unless further modified by written
amendment(s).
In Witness Whereof, LESSOR and LESSEE have hereunto set their hands and
common seals this _________________ day of __________________, 1999.
LESSOR: CUMMINGS PROPERTIES, LLC LESSEE: BOOK TECH, INC.
By: By: /S/ MORRIS A. SHEPARD
---------------------------- -----------------------------
Executive Vice President
<PAGE>
CUMMINGS PROPERTIES
STANDARD FORM 12990809-JTH-B
AMENDMENT TO LEASE # 2
In consideration with a lease currently in effect between the parties at 42
and 43 Cummings Park, Woburn, Massachusetts, executed on August 10, 1999 and
terminating September 14, 2004, and in consideration of the mutual benefits to
be derived herefrom, Cummings Properties, LLC Lessor, and Book Tech, Inc.,
LESSEE, hereby agree to amend said lease as follows:
3. *LESSOR, at LESSEE's sole expense, shall complete alterations and
improvements within the leased premises in accordance with the mutually
agreed upon plan Additional Work Authorization dated December 8, 1999
attached hereto. LESSOR shall amortize the agree charge of $3,895, plus
interest at the rate of 9.75%, for said construction as additional rent as
provided below.
This amendment shall not bind either party in any manner until it has been
executed by both parties. All other terms, conditions and covenants of the
present lease shall continue to apply except that adjusted base rent shall be
increased by $1,058.08 annually, from a total of $144,946.92 to a new annual
total of $146,005.00 or $12,167.08 per month. Annual base rent for purposes of
computing any future escalations thereon shall be $146,005.00. This amendment
shall be effective January 1, 2000 and shall continue through the balance of the
lease and any extensions thereof unless further modified by written
amendment(s).
In Witness Whereof, LESSOR and LESSEE have hereunto set their hands and
common seals this 26th day of January, 2000.
LESSOR: CUMMINGS PROPERTIES, LLC LESSEE: BOOK TECH, INC.
By: /s/ illegible signature By: /S/ TED BERNHARDT
----------------------------- --------------------------------
Executive Vice President Duly Authorized
Print Name:
--------------------
<PAGE>
ADDITIONAL WORK AUTHORIZATION
ATLANTIC BOSTON CONSTRUCTION, INC.
200 WEST CUMMINGS PARK, WOBURN, MA 01801
781-935-8000 -- fax 781-935-1990
--------------------------------------------------------------------------------
CUSTOMER NAME DATE ORIGINATOR
Book Tech, Inc. 12/8/99 AWT/JW
--------------------------------------------------------------------------------
STREET CITY CITY Zip Code
42 & 43 Cummings Park Woburn MA 01801
--------------------------------------------------------------------------------
ATTENTION PHONE FAX
Morris A. Shepherd, Ph.D. 718-729-6250
--------------------------------------------------------------------------------
PROVIDE LABOR AND MATERIALS TO EXECUTE THE FOLLOWING SCOPE OF WORK:
1. Install CPL standard 2-ton, A/C only (no heat) roof top Unit (R.T.U.)
dedicated to Server Room. Work includes: removal of ceiling system, as
required; capping of existing ductwork leading from existing HVA/C unit
into Server Room; reactivation of existing ductwork to adjacent Office and
Break Room from existing HVA/C unit; supply and installation of 2-Ton
capacity R.T.U. on existing roof curb, associated branch ductwork and low
ambient temperature kit; extension and flashing of freon and electrical
lines from suite to R.T.U.; and reinstallation of ceiling system.
PRICE: $5,101.00
Credit: $1,116.00
---------
TOTAL PRICE: $3,985.00
---------
o No representation is made as to the suitability of above work for
Customer's use or occupancy.
o Customer to remove furniture end equipment from the work area.
o Customer acknowledges that the above work or revisions from previously
approved plans may cause a delay beyond any prior scheduled completion
date.
o This quote is valid for 30 days from the date of Issue. If space Is
unoccupied on date of Issue, prices may increase after occupancy, Above
work Is to be accomplished during normal working hours or during
prearranged overtime at additional expense. Contract price includes sales
tax.
o Payment is due upon the Customer's execution of this authorization.
o Customer acknowledges that the work described herein shall be considered
nonbuilding standard under the terms of the lease and shall be maintained
by Customer following installation, unless otherwise noted.
ACCEPTED BY: /S/ TED BERNHARDT DATE: 12/8/99
-------------------------------- -----------------------
PRINTED NAME: TITLE:
------------------- -----------------------
--------------------------------------------------------------------------------
FOR OFFICE ONLY Design/Construction Supervisor LESSEE Cert of Insurance
Approval Approval and Endorsement on file
--------------------------------------------------------------------------------
</TEXT>
</DOCUMENT>
INVESTMENT AGREEMENT
INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of March 22, 2001 by
and among BOOKTECH.COM, INC., a Nevada corporation with offices located at 42
Cummings Park, Woburn, MA 01801 (the "COMPANY"), and Cornell Capital Partners,
L.P., a New York limited partnership (the "INVESTOR").
WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Investor shall invest up to $10,000,000 to
purchase the Company's common stock, $.00042 par value per share (the "COMMON
STOCK");
WHEREAS, such investments will be made in reliance upon the provisions
of Section 4(2) under the Securities Act of 1933, as may be amended (the "1933
ACT"), Regulation D, and the rules and regulations promulgated thereunder,
and/or upon such other exemption from the registration requirements of the 1933
Act as may be available with respect to any or all of the investments in Common
Stock to be made hereunder.
WHEREAS, contemporaneously with the execution and delivery of this
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement substantially in the form attached hereto as Exhibit A (the
"REGISTRATION RIGHTS AGREEMENT") pursuant to which the Company has agreed to
provide certain registration rights under the 1933 Act, and the rules and
regulations promulgated thereunder, and applicable state securities laws.
NOW THEREFORE, the Company and the Investor hereby agree as follows:
1. DEFINITIONS. As used in this Agreement, the following terms shall
have the following meanings specified or indicated, and such meanings shall be
equally applicable to the singular and plural forms of the defined terms.
"1933 ACT" shall mean the Securities Act of 1933, as may be amended.
"1934 ACT" shall mean the Securities Exchange Act of 1934, as may be amended.
"AFFILIATE" shall have the meaning specified in Section 5(h).
"AGREED UPON PROECEDURES REPORT" shall have the meaning specified in Section
2(l).
"AGREEMENT" shall mean this Investment Agreement.
"BUY-IN" shall have the meaning specified in Section 6.
"BUY-IN ADJUSTMENT AMOUNT" shall have the meaning specified in Section 6.
1
<PAGE>
"CLOSING" shall have the meaning specified in Section 2(g).
"CLOSING DATE" shall mean, as defined in Section 2(g), the date which is three
(3) Trading Days following the expiration of the related Purchase Period (or
such other time or later date as is mutually agreed to by the Company and the
Investor).
"COMMON STOCK" shall mean the Common Stock of the Company.
"CONTROL" or "CONTROLS" shall have the meaning specified in Section 5(h).
"COVERING SHARES" shall have the meaning specified in Section 6.
"DOLLAR AMOUNT" shall mean the Dollar Amount of shares of common stock the
Company requests Investor to purchase.
"EFFECTIVE DATE" shall mean the date the SEC declares effective the Registration
Statement covering the transactions described in the Agreement.
"ENVIRONMENTAL LAWS" shall have the meaning specified in Section 4(o).
"ESCROW AGENT" shall mean Butler Gonzalez LLP and First Union National Bank
"ESCROW AGREEMENT" shall mean the Escrow Agreement entered into among the
Company, the Investor and the Escrow Agent in the form attached hereto as
Exhibit "B".
"EXECUTION DATE" shall mean the date all Transaction Documents are executed by
the Company and Investor.
"FLOOR PRICE" shall mean the price that is the lowest price at which the
Investor shall be permitted to sell Shares during an applicable Purchase Period
and shall be equal to 75% of the lowest closing bid price of the Common Stock
during the fifteen (15) trading days immediately preceding the date upon which
the Put Notice is delivered by the Company.
"INDEMNITEES" shall have the meaning specified in Section 10.
"INDEMNIFIED LIABILITIES" shall have the meaning specified in Section 10.
"INEFFECTIVE PERIOD" shall mean any period of time that the Registration
Statement or any Supplemental Registration Statement (as defined in the
Registration Rights Agreement) becomes ineffective or unavailable for use for
the sale or resale, as applicable, of any or all of the Registrable Securities
(as defined in the Registration Rights Agreement) for any reason (or in the
event the prospectus under either of the above is not current and deliverable)
during any time period required under the
2
<PAGE>
Registration Rights Agreement.
"MAJOR TRANSACTION" shall have the meaning specified in Section 2(f).
"MATERIAL ADVERSE EFFECT" shall have the meaning specified in Section 4(a).
"MATERIAL FACTS" shall have the meaning specified in Section 2(k).
"MAXIMUM COMMON STOCK ISSUANCE" shall have the meaning specified in Section
2(h).
"MAXIMUM PUT AMOUNT" shall mean the maximum Dollar Amount of a Put Notice
calculated by multiplying the average of the Volume Weighted Average Price for
the forty (40) Trading Days immediately preceding a Put Notice Date, by one and
one-half (1.5).
"OPEN PERIOD" shall mean the period beginning on and including the Trading Day
immediately following the Effective Date and ending on the earlier of (i) the
date which is thirty-six (36) months from the Effective Date and (ii)
termination of the Agreement in accordance with Section 9.
"PAYMENT AMOUNT" shall have the meaning specified in Section 2(m).
"PRINCIPAL MARKET" shall have the meaning specified in Section 2(e).
"PROSPECTUS" shall mean the prospectus, preliminary prospectus and supplemental
prospectus used in connection with the Registration Statement.
"PURCHASE AMOUNT" shall mean the amount being paid by Investor on a particular
Closing Date to purchase the Shares.
"PURCHASE PERIOD" shall mean the period beginning on the Put Notice Date and
ending on and including the date which is ten (10) Trading Days after such Put
Notice Date.
"PURCHASE PRICE" shall mean 91% of the average of the lowest three closing bid
prices of the Company's common stock during the specified Purchase Period.
"PUT NOTICE" shall mean a written notice sent to the Investor by the Company
stating the Dollar Amount of Shares the Company intends to sell to the Investor
pursuant to the terms of the Agreement and stating the current number of the
Company's Shares issued and outstanding on such date.
"PUT NOTICE DATE" shall mean the Trading Day immediately following the day on
which the Investor receives a Put Notice, however a Put Notice shall be deemed
delivered
3
<PAGE>
on (x) the Trading Day it is received by facsimile or otherwise by the Investor
if such notice is received prior to 12:00 noon Eastern Time (receipt being
deemed to occur if the Company possess a facsimile confirmation showing
completed transmission by such time), or (y) the immediately succeeding Trading
Day if it is received by facsimile or otherwise after 12:00 noon Eastern Time on
a Trading Day (receipt being documented as described in (x) above). No Put
Notice may be deemed delivered on a day that is not a Trading Day.
"REGISTRABLE SECURITIES" shall have the meaning set forth in the Registration
Rights Agreement.
"REGISTRATION OPINION" shall have the meaning specified in Section 2(k).
"REGISTRATION OPINION DEADLINE" shall mean the date that is between three (3)
and five (5) Trading Days prior to each Put Notice Date.
"REGISTRATION PERIOD" shall have the meaning specified in Section 5(c).
"REGISTRATION RIGHTS AGREEMENT" shall mean the Agreement entered into by the
Company with Investor for the registration of this transaction.
"REGISTRATION STATEMENT" means the registration statement of the Company filed
under the 1933 Act covering this transaction.
"RELATED PARTY" shall have the meaning specified in Section 5(h).
"REPURCHASE EVENT" shall have the meaning specified in Section 2(m).
"REPURCHASE OPTION" shall have the meaning specified in Section 2(m).
"RESOLUTION" shall have the meaning specified in Section 8(f).
"SEC" shall mean the Securities & Exchange Commission.
"SEC DOCUMENTS" shall have the meaning specified in Section 4(f).
"SECURITIES" shall mean the shares of common stock issued pursuant to the terms
of the Agreement.
"SHARES" shall mean the shares of common stock of the Company having a par value
of $.00042 per share.
"SOLD SHARES" shall have the meaning specified in Section 6.
"SUBSIDIARIES" shall have the meaning specified in Section 4(a).
4
<PAGE>
"TRADING DAY" shall mean any day on which the Principal Market for the Company's
common stock is open for trading.
"TRANSACTION DOCUMENTS" shall mean the Agreement, Registration Rights Agreement,
and each of the other agreements entered into by the parties hereto in
connection with the Agreement.
"VALUATION EVENT" shall have the meaning specified in Section 2(k).
"VOLUME WEIGHTED AVERAGE PRICE" shall mean the product of (i) the daily trading
volume and (ii) the average trade price of the Company's common stock on the
Principal Market, which volume and average trade price shall be as reported by
Bloomberg Financial Markets ("BLOOMBERG"), or if not available through Bloomberg
because of delisting, then the average of the bid prices of any market makers
for the Company's Common Stock as reported in the "pink sheets" by the National
Quotation Bureau, Inc.
2. PURCHASE AND SALE OF COMMON STOCK
a. Purchase and Sale of Common Stock. Upon the terms and conditions set
forth herein, the Company shall issue and sell to the Investor, and the Investor
shall purchase from the Company, up to that number of Shares having an aggregate
Purchase Price of $10,000,000.
b. Delivery of Put Notices. Subject to the terms and conditions of the
Transaction Documents, and from time to time during the Open Period the Company
may, in its sole discretion, deliver a Put Notice in substantially the same form
as Exhibit "C" attached hereto to the Investor which states the Dollar Amount of
Shares which the Company intends to sell to the Investor during the Purchase
Period. In addition, the Dollar Amount designated by the Company in a Put Notice
shall be in increments of not less than $75,000 and not more $5,000,000 subject
to a waiver of such minimum and maximum amounts in the Investor's sole
discretion. Once the Put Notice is received by the Investor the Put Notice shall
not be, terminated, withdrawn or otherwise revoked by the Company. During the
Open Period, the Company shall not be entitled to submit a Put Notice during the
three (3) Trading Day period following a Closing Date and a Put Notice may not
be given during a Purchase Period. The Company shall not be entitled to issue a
Put Notice to Investor for more than the Maximum Put Amount. The average Volume
Weighted Average Price for the ten (10) Trading Days immediately preceding both
the Put Notice Date and the expiration of a Purchase Period must be at least
$50,000, unless the Investor in its sole discretion reduces such amount. The
Purchase Price shall be 91% of the average of the lowest three (3) closing bid
prices of the Common Stock during the Purchase Period.
The Floor Price shall be stated in each Put Notice. In the event that
the
5
<PAGE>
Shares are trading at or below the Floor Price during the Purchase Period
immediately preceding the applicable Closing Date, the Investor, in its sole
discretion, shall have the right to decrease the Dollar Amount set forth in that
Put Notice by a pro rata percentage equal to ten percent (10%) for every day
during the ten (10) Trading Day Purchase Period that the average trading price
as reported by Bloomberg is at or below the Floor Price.
Within ten (10) calendar days after the commencement of each calendar
quarter occurring subsequent to the commencement of the Open Period, the Company
undertakes to notify Investor as to its reasonable expectations as to the Dollar
Amount it intends to raise during such calendar quarter, if any, through the
issuance of Put Notices. Such notification shall constitute only the Company's
good faith estimate with respect to such calendar quarter and shall in no way
obligate the Company to raise such amount during such calendar quarter or
otherwise limit its ability to deliver Put Notices during such calendar quarter.
The failure by the Company to comply with this provision can be cured by the
Company's notifying Investor at any time as to its reasonable expectations with
respect to the current calendar quarter.
c. Stock Payment. On the Execution Date, the Company shall issue to
Yorkeville Advisors Management, LLC ("Yorkeville") 250,000 shares of Common
Stock with the restrictive legend set forth in Section 3(g) hereof; provided
however, that such shares shall be subject to a lock up agreement in the form
attached hereto as Exhibit "D".
d. Investor's Obligation to Purchase Shares. Subject to the conditions
set forth in this Agreement, following the Investor's receipt of a validly
delivered Put Notice, the Investor shall be required to purchase from the
Company during the related Purchase Period that number of Shares having an
aggregate Purchase Price equal to the lesser of (i) the Dollar Amount set forth
in the Put Notice (subject to reduction during the Purchase Period as may be
provided pursuant to the terms of this Agreement), and (ii) 20% of the aggregate
Volume Weighted Average Price during the applicable Purchase Period, but only if
said Shares bear no restrictive legend and are not subject to stop transfer
instructions.
e. Conditions to Investor's Obligation to Purchase Shares.
Notwithstanding anything to the contrary in this Agreement, the Company shall
not be entitled to deliver a Put Notice and require the Investor to purchase any
Shares at a Closing (as defined in Section 2(g)) unless each of the following
conditions are satisfied:
(i) a Registration Statement shall have been declared effective
and shall remain effective and available for the resale of all
the Registrable Securities (as defined in the Registration Rights
Agreement) at all times during the Purchase Period;
(ii) at all times during the period beginning on the related Put
Notice Date and ending on and including the related Closing Date,
the Common Stock shall have been listed on The American Stock
Exchange, Inc. ("AMEX")
6
<PAGE>
or The New York Stock Exchange, Inc. or designated on the Nasdaq
National Market, The Nasdaq SmallCap Market or the National
Association of Securities Dealer's, Inc. OTC electronic bulletin
board (the "PRINCIPAL MARKET") and shall not have been suspended
from trading thereon for a period of five (5) consecutive Trading
Days during the Open Period and the Company shall not have been
notified of any pending or threatened proceeding or other action
to delist or suspend the Common Stock;
(iii) during the period beginning on the Put Notice Date and
ending on and including the applicable Closing Date, there shall
not have occurred a Major Transaction (as defined in Section
2(f)) or the public announcement of a pending Major Transaction
which has not been abandoned or terminated;
(iv) the Company has complied with its obligations and is
otherwise not in breach of a material provision, or in default
under, this Agreement, the Registration Rights Agreement or any
other agreement executed in connection herewith which has not
been corrected prior to delivery of the Put Notice Date;
(v) no Material Adverse Effect (as defined in Section 4(a)) has
occurred since the Execution Date;
(vi) no injunction shall have been issued, or action commenced by
a governmental authority, prohibiting the purchase or the
issuance of the Common Stock; and
(vii) the issuance of the Common Stock will not violate the
shareholder approval requirements of AMEX.
If any of the events described in clauses (i) through (vii) above
occurs during a Purchase Period, then the Investor shall have no
obligation to purchase the Dollar Amount of Common Stock set
forth in the applicable Put Notice.
f. Major Transaction. For purposes of this Agreement, a "MAJOR
TRANSACTION" shall be deemed to have occurred at the closing of any of the
following events: (i) the consolidation, merger or other business combination of
the Company with or into another person (other than pursuant to a migratory
merger effected solely for the purposes of changing the jurisdiction of
incorporation of the Company) (ii) the sale or transfer of all or substantially
all of the Company's assets; or (iii) the consummation of a purchase, tender or
exchange offer made to, and accepted by, the holders of more than 30% of the
economic interest in, or the combined voting power of all classes of voting
stock of, the Company. Notwithstanding the above, Major Transaction shall not
include
7
<PAGE>
the proposed acquisition by the Company of Campus Custom Publishing, Inc.
g. Mechanics of Purchase of Shares by Investor. Subject to the
satisfaction of the conditions set forth in Sections 2(e), 7 and 8, the closing
of the purchase by the Investor of Shares (a "CLOSING") shall occur on the date
which is three (3) Trading Days following the expiration of the related Purchase
Period (or such other time or later date as is mutually agreed to by the Company
and the Investor) (a "CLOSING DATE"). On or before the Trading Day immediately
preceding each Closing Date, (i) the Company shall deliver to the Escrow Agent
pursuant to the Escrow Agreement certificates representing the Shares to be
issued to the Investor on such date and registered in the name of the Investor,
or in street name as may be requested by Investor, or deposit such Shares into
the account(s) (with the Investor receiving confirmation that the Shares are in
such account(s)) designated by the Investor for the benefit of the Investor and
(ii) the Investor shall deliver to the Escrow Agent the Purchase Price to be
paid for such Shares (after receipt of confirmation of delivery of such Shares),
determined as aforesaid, by wire transfer. In the alternative to physical
delivery of certificates for Common Stock to the Investor, if delivery of the
Shares may be effectuated by electronic book-entry through The Depository Trust
Company ("DTC"), then delivery of the Shares pursuant to such purchase shall,
unless requested otherwise by such Investor (or holder of such Shares), settle
by book-entry transfer through DTC on the Closing Date. The parties agree to
coordinate with DTC to accomplish this objective. The Company and the Investor
shall deliver all documents, instruments and writings required to be delivered
by either of them to the Escrow Agent pursuant to this Agreement or the Escrow
Agreement.
h. Overall Limit on Common Stock Issuable. Notwithstanding anything
contained herein to the contrary, if the Company is listed on the AMEX, the
number of Shares issuable by the Company and purchasable by the Investor
including the shares of Common Stock issuable pursuant to Section 2(c) hereof,
shall not exceed 19.99% of the shares of Common Stock outstanding as of the date
of the applicable Put Notice, subject to appropriate adjustment for stock
splits, stock dividends, combinations or other similar recapitalization
affecting the Common Stock (the "MAXIMUM COMMON STOCK ISSUANCE"), unless the
issuance of Shares in excess of the Maximum Common Stock Issuance shall first be
approved by the Company's shareholders in accordance with applicable law and the
By-laws and Articles of Incorporation of the Company, if such issuance of shares
of Common Stock could cause a delisting on the Principal Market. Without
limiting the generality of the foregoing, such shareholders' approval must duly
authorize the issuance by the Company of shares of Common Stock totaling 19.99%
or more of the shares of Common Stock outstanding on the date hereof. The
parties understand and agree that the Company's failure to seek or obtain such
shareholder approval shall in no way adversely affect the validity and due
authorization of the issuance and sale of Shares hereunder or the Investor's
obligation in accordance with the terms and conditions hereof to purchase a
number of Shares in the aggregate up to the Maximum Common Stock Issuance
limitation, and that such approval pertains only to the applicability of the
Maximum Common Stock Issuance limitation provided in this Section 2(h).
8 |
