U.S. WIRELESS DATA(R) INC.
COMMON STOCK PURCHASE AGREEMENT
RELATING TO
2,344,458 SHARES OF COMMON STOCK
PURSUANT TO NOTES PAYABLE CONVERSION TO EQUITY
March 19, 1999
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TABLE OF CONTENTS
1. PROMISSORY NOTE CONVERSION and ISSUANCE OF COMMON STOCK ..............1
a. Authorization ..................................................1
b. Conversion .....................................................1
c. Closing..........................................................1
2. REPRESENTATIONS AND WARRANTIES OF PURCHASER ............................ 2
a. Nature of Purchase......................... .................... 2
b. Receipt and Review of Certain Documents; Acknowledgment of Risk
in Purchase..................................................... 2
c. Purchaser Must Bear Economic Risk ............................. 2
d. Acquisition for Own Account ................................... 2
e. Purchaser's Ability to Protect Purchaser's Own Interests;
Ability to Withstand Loss of Entire Investment .............. 3
f. Purchaser's Formation Status.....................................3
g. Further Limitations on Disposition...............................3
h. Access to Information........................................... 4
i. Confidentiality of Information...................................4
j. Authority to Purchase............................................4
k. No Brokers or Finders............................................4
l. Legends..........................................................4
3. PURCHASER'S OBLIGATION TO INDEMNIFY THE COMPANY.......................5
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.........................5
a. Organization, Good Standing and Qualification....................5
b. Capitalization...................................................5
c. Due Authorization; No Conflicts or Defaults......................5
d. Defaults on Other Agreements.....................................6
e. No Misrepresentations............................................6
f. Due and Valid Issuance of the Common Stock.......................6
g. Reporting Company Status.........................................6
h. Approvals........................................................7
i. Absence of Certain Changes.......................................7
j. Full Disclosure..................................................7
k. Absence of Litigation............................................7
5. CONDITIONS TO CLOSING.................................................7
a. Conditions to Purchaser's Obligations............................7
b. Conditions to the Company's Obligations..........................7
6. MISCELLANEOUS.........................................................8
a. Survival of Covenants; Successors and Assigns....................8
b. Assignability of Rights..........................................8
c. Communications and Notices.......................................8
d. Law Governing....................................................9
e. Aggregation of Stock.............................................9
f. Expenses; Right to Recover Attorney Fees.........................9
g. Finder's Fees....................................................9
h. Subsequent Instruments and Acts.................................10
i. Severability....................................................10
j. Entire Agreement; Amendments....................................10
k. Authority of Signatories........................................10
l. Gender, Number and Tense........................................10
m. Headings........................................................10
n. Counterparts; Facsimile Signatures............................. 10
o. Purchaser's Status..............................................11
APPENDIX TO COMMON STOCK PURCHASE AGREEMENT ...................................A
SCHEDULE OF EXCEPTION ....................................................I
EXHIBIT A
PROMISSORY NOTE CONVERSION AND
COMMON STOCK PURCHASE AGREEMENT
THIS PROMISSORY NOTE CONVERSION AND COMMON STOCK PURCHASE AGREEMENT is
entered into as of this 19th day of March, 1999, by and between U.S. WIRELESS
DATA, INC., a Colorado corporation (the "Company") and Liviakis Financial
Communications, Inc. (the "Purchaser") for purposes of setting forth the terms
and conditions pursuant to which the Company and Purchaser shall convert that
certain Note Payable in the principal amount of $1,990,000 issued by the Company
to Investor between September 22,1998 and February 26, 1999 (the "Promissory
Notes"), a schedule of which is attached hereto as Exhibit A.
AGREEMENT
In consideration of the mutual promises, covenants and conditions set
forth below, the parties mutually agree as follows:
1. PROMISSORY NOTE CONVERSION AND ISSUANCE OF COMMON STOCK.
a. Authorization. On or prior to the Closing (as defined below), the
Company shall have authorized the conversion of the Promissory
Notes and the issuance of the Common Stock (the "Shares") to the
Purchaser, as described below. The Common Stock shall have the
rights, preferences, privileges and restrictions set forth in the
Articles of Incorporation in the form attached hereto as Exhibit A
(the "Articles of Incorporation").
b. Conversion. Subject to the terms and conditions of this Agreement,
the Purchaser agrees to convert the Promissory Notes into
2,344,458 shares of the Company's Common Stock at the rate of
$0.875 of principal and accrued interest owing on the Promissory
Note (through March 19, 1999) per share (which is equal to the
closing price of the Common Stock as of the date prior to the
Effective Date this Agreement, less a discount of 20%).
c. Closing. The conversion of the Promissory Note and the issuance of
the Shares in exchange therefor shall be deemed to have occurred
as of the Effective Date. The date as of which both parties shall
have executed this Agreement is referred to herein as the "Closing
Date." Within five business days of the Closing Date, the Company
shall deliver to the Purchaser a certificate representing the
Common Stock being issued to Purchaser hereunder, against delivery
of the original Promissory Note to the Company, endorsed by
Purchaser as "Paid."
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2. REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser hereby represents and warrants as follows:
a. Nature of Purchase. Purchaser understands that the Shares are being
acquired in a transaction that does not involve a public offering and
that the Shares represented in this agreement have not been, and will
not be, registered under the Securities Act of 1933, as amended (the
"Act") or under any state securities laws. Purchaser also understands
that the Shares are being offered and sold pursuant to an exemption
from registration contained in the Act and applicable state securities
laws based in part upon Purchaser's representations contained in this
Agreement.
Waiver of Registration Rights. Notwithstanding anything to the contrary
in any other agreement, Purchaser irrevocably waives, with respect to
the Shares, any and all registration rights inuring to Purchaser's
benefit under any agreement previously made by or among the Company and
Purchaser.
b. Receipt and Review of Certain Documents; Acknowledgment of Risk in
Purchase . Purchaser understands that the Company is a "public company"
and files reports pursuant to the Securities Exchange Act of 1934, as
amended and the Securities Act of 1933, as amended. Purchaser has
reviewed carefully any of the Company's public reports to the full
extent Purchaser feels was necessary to make a decision to invest in
the Company.
Purchaser also understands that an investment in the Company's
securities is one of high risk and that no person has been authorized
to give any information or to make any statement concerning the Company
that in any way contradicts the information contained in the reports
filed pursuant to the Securities Exchange Act of 1934, as amended and
the Securities Act of 1933, as amended. Purchaser understands and
acknowledges that any investment in the Company's securities could
result in the complete loss of the investment.
c. Purchaser Must Bear Economic Risk. Purchaser is in a position to
bear the economic risk of this investment indefinitely. The Purchaser
understands the only means of disposing of the Shares would be pursuant
to a registration exemption, which is likely to be pursuant to SEC Rule
144 or some successor to SEC Rule 144. Purchaser understands that the
Company has not given any guarantee that Rule 144 or any other
registration exemption will be available to Purchaser. Purchaser
understands that even if available, any registration exemption may not
allow Purchaser to dispose of the Shares under the circumstances, if at
all, in amounts, or at the times, Purchaser might desire.
d. Acquisition for Own Account. Purchaser confirms, that the Shares to
be received by Purchaser are being acquired for investment for
Purchaser's own account, and not as a nominee or agent, and not with a
view to the resale or distribution of any part thereof, and that
Purchaser has no present intention of selling, granting any
participation in, or otherwise distributing the same. By executing this
Agreement, Purchaser further represents that Purchaser does not have
any contract, undertaking, agreement or arrangement with any person to
sell, transfer or grant participation to such person or to any third
person, with respect to the Shares.
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e. Purchaser's Ability to Protect Purchaser's Own Interests; Ability to
Withstand Loss of Entire Investment. Purchaser has, by reason of
business or financial experience, the capacity to protect Purchaser's
own interests in connection with the transactions contemplated in this
Agreement. Purchaser acknowledges that the purchase of the Shares is a
speculative investment. Purchaser is experienced in investments
involving companies in the development stage. The investment being made
by Purchaser in the Shares is not out of proportion to the Purchaser's
net worth or other investments and Purchaser represents and warrants
that Purchaser could bear the loss of the entire investment without
materially changing Purchaser's lifestyle or standard of living.
f. Purchaser's Formation Status. If Purchaser is other than a natural
person, Purchaser represents and warrants that it was not specifically
formed for the purpose of purchasing the Shares and consummating this
transaction.
g. Further Limitations on Disposition. Without in any way limiting the
representations set forth above, Purchaser further agrees not to make
any disposition of all or any portion of the Shares unless and until
the transferee has agreed in writing for the benefit of the Company to
be bound by this Section, provided and to the extent this Section and
such agreement are then applicable, and:
i. Purchaser shall have notified the Company of the proposed
disposition and shall have furnished the Company with a
detailed statement of the circumstances surrounding the
proposed disposition, and (i) if reasonably requested by the
Company, Purchaser shall have furnished the Company with an
opinion of counsel, reasonably satisfactory to the Company
that such disposition will not require registration of the
Shares (or any portion thereof) under the Act; and (ii)
Purchaser's transferee shall have entered into such agreements
with the Company as the Company shall reasonably require to
assure that a registration exemption is available for the
proposed transfer and remains available for the transactions
pursuant to which the Shares were originally issued to
Purchaser.
ii. Notwithstanding the provisions of the preceding Paragraph,
no such registration statement or opinion of counsel shall be
necessary for a transfer by Purchaser that is a partnership to
a partner of such partnership or a retired partner of such
partnership who retires after the date hereof, or to the
estate of any such partner or retired partner or the transfer
by gift, will or intestate succession of any partner to his or
her spouse or to the siblings, lineal descendants or ancestors
of such partner or his or her spouse, if the transferee agrees
in writing to be subject to the terms hereof to the same
extent as if he or she were an original Purchaser hereunder.
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h. Access to Information. Purchaser has been given access to all
Company documents, records, and other information, and has received
physical delivery of all documents requested. Purchaser believes that
he, she or it has received all the information considered necessary or
appropriate for deciding whether to purchase the Shares. Purchaser has
had adequate opportunity to review the documents and has been given the
opportunity to ask questions of, and receive answers from, the
Company's officers, employees, agents, accountants, and representatives
concerning the Company's business, operations, properties, prospects,
financial condition, assets, liabilities, and all other matters
Purchaser considers relevant to an investment in the Shares.
i. Confidentiality of Information. With respect to any non-public
information provided to Purchaser for purposes of evaluating an
investment in the Shares and the information contained therein and any
oral information provided to Purchaser, whether or not such information
has been designated or marked "confidential," Purchaser represents and
agrees that such information has been and will be kept strictly
confidential and Purchaser has not made and will not make any use of,
or disclose such information to any person (other than Purchaser's
officers, agents, attorneys, advisors and others who may assist
Purchaser in evaluating the merits of a potential investment in the
Company and who have agreed in writing to be bound by this
confidentiality provision) for any purpose other than for purposes of
evaluating the investment contemplated by this Agreement.
j. Authority to Purchase. Purchaser has the authority to purchase the
Shares and to execute any other instruments or documents required to be
executed in connection with a purchase of the Shares.
k. No Brokers or Finders. Purchaser has not retained any investment
banker, broker, or finder in connection with the transactions
contemplated by this Agreement. Purchaser agrees to indemnify and hold
harmless the Company from any liability for any commission or
compensation in the nature of a finder's fee (and the costs and
expenses of defending against such liability) for which Purchaser is
responsible.
l. Legends. Purchaser acknowledges that each certificate representing
any of the Shares (including any certificates that may be issued in
replacement of the Shares) will be imprinted with legends restricting
the right to transfer or dispose of the Shares under federal and state
securities laws, including a legend in substantially the following
form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT
REQUIRED;
as well as any legend required by applicable state securities laws.
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3. PURCHASER'S OBLIGATION TO INDEMNIFY THE COMPANY
Purchaser shall indemnify and hold harmless the Company, its officers,
directors, employees and/or agents, from and against any and all loss, damage,
liability or expense, including costs and reasonable attorneys' fees to which
they may be put or which they may incur by reason of or in connection with any
failure of Purchaser's representations and warranties to be fully true, correct,
and complete or Purchaser's failure to fulfill any of Purchaser's covenants or
agreements under this Agreement.
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to Purchaser that:
a. Organization, Good Standing and Qualification. The Company is a
corporation duly organized, validly existing and in good standing under
the laws of the State of Colorado and is duly qualified to do business
in the State of California, the only state other than Colorado where
the Company owns or leases real property.
b. Capitalization.
i. Authorized and Issued. The authorized and outstanding
capital securities of the Company are as stated in the
Company's Quarterly Report on Form 10-QSB for the fiscal
quarter ended December 31, 1998 except as indicated on the
Schedule of Exceptions. Except as otherwise disclosed in
writing to Purchaser, there have been no material changes in
the authorized securities of the Company. ii. Assets and
Liabilities. The Company's material assets and liabilities are
as set forth in the December 31, 1998 Quarterly Report. To the
best of the Company's knowledge, there are no other events or
conditions of any character which have or might materially
adversely affect the business, prospects, condition, affairs,
operations, properties or assets of the Company except as set
forth in the Schedule of Exceptions.
c. Due Authorization; No Conflicts or Defaults.
i. All corporate action on the part of the Company, its
officers, directors, and shareholders necessary for the
authorization and issuance of the Shares, and for the
authorization of the execution, delivery, and performance of
this has been taken, such that this Agreement will be a valid
and binding obligation of the Company, enforceable in
accordance with their terms, except (i) as limited by
applicable bankruptcy, insolvency, moratorium, reorganization,
or other laws of general application affecting creditors'
rights and (ii) as limited by the application of general
principles of equity.
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ii. The execution and delivery of this Agreement and the
consummation of the transactions contemplated herein and
therein will not: (i) conflict with, result in a breach of, or
constitute a default under any of the terms of any corporate
restriction or of any indenture, mortgage, deed of trust,
pledge, bank loan or credit agreement, corporate charter, or
bylaw, or any instrument by which the Company or its
properties may be bound or affected, (ii) violate any
judgment, order, or demand of any court, arbitrator, grand
jury, or any governmental agency, or (iii) result in the
creation or imposition of any lien, charge, or encumbrance of
any nature whatsoever upon any property or asset of the
Company under the terms or provisions of any of the foregoing.
d. Defaults on Other Agreements. Except as disclosed in writing to
Purchaser in the December 31, 1998 Quarterly Report, the Company is not
in material default in the observance of any of the terms contained in
any indenture or other agreement creating, evidencing, or securing
indebtedness of the Company or pursuant to which any such indebtedness
is issued, or other agreement or instrument by which the Company or any
properties of the Company may be bound or materially affected.
e. No Misrepresentations. The information set forth in this Agreement,
or any certificate or other document delivered by the Company hereunder
does not contain any untrue statement of a material fact, or omit to
state a material fact necessary to make the statements herein or
therein, in light of the circumstances under which they were made, not
misleading. This representation shall apply only as of the time such
statements were originally made, and shall not be deemed violated if a
statement contained in any such document has been superceded by the
Company in a document prepared subsequent to the date of the document
it corrects.
f. Due and Valid Issuance of the Common Stock. The Common Stock to be
issued to Purchaser hereunder has been duly authorized and, when issued
pursuant to the terms of this Agreement will be validly issued, fully
paid and nonassessable shares of the Company's Common Stock, free of
any preemptive or other rights of any person.
g. Reporting Company Status. The Company has registered its Common
Stock pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the Common Stock is traded on the OTC
Electronic Bulletin Board. The Company has received no notice, either
oral or written, with respect to the continued eligibility of the
Common Stock for such trading privileges. The Company has filed all
required reports under the Exchange Act.
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h. Approvals. No authorization, approval or consent of any court,
governmental body, regulatory agency, self-regulatory organization, or
stock exchange or market or of the shareholders of the Company is
required to be obtained for the issuance and sale of the Shares to
Purchaser as contemplated by this Agreement, except such
authorizations, approvals and consents as have been obtained.
i. Absence of Certain Changes. Since December 31, 1998, there have been
no material adverse changes and no material adverse development in the
business, properties, operations, financial condition, or results of
operations of the Company, except as disclosed in writing to Purchaser.
j. Full Disclosure. There is no fact known to the Company (other than
the general economic conditions known to the public generally) or as
disclosed in the Offering Memorandum that has not been disclosed in
writing to Purchaser that (i) could reasonably be expected to have a
material adverse effect on the condition (financial or otherwise) or in
the earnings, business affairs, properties or assets of the Company or
(ii) could reasonably be expected to materially and adversely affect
the ability of the Company to perform its obligations pursuant to this
Agreement.
k. Absence of Litigation. Except as set forth in the Offering
Memorandum, there is no action, suit, proceeding, inquiry or
investigation before or by any court, public board or body pending or,
to the knowledge of the Company or any of its subsidiaries, threatened
against or affecting the Company, wherein an unfavorable decision,
ruling or finding is likely to have a material adverse effect on the
properties, business, condition (financial or other), results of
operations or prospects of the Company taken as a whole or the
transactions contemplated by this Agreement or any of the documents
contemplated hereby or which would adversely affect the validity or
enforceability of, or the authority or ability of the Company to
perform its obligations under, this Agreement or any of such other
documents.
5. CONDITIONS TO CLOSING
a. Conditions to Purchaser's Obligations. Purchaser's obligation to
purchase the Shares and to otherwise consummate the transactions
contemplated in this Agreement is subject to satisfaction of the
following condition as of the time of Closing:
the Company's representations and warranties in this Agreement
and in any certificate or document delivered pursuant to this
Agreement shall be true and correct in all material respects
on and as of the Closing Date.
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b. Conditions to the Company's Obligations. The Company's obligation to
consummate the transactions contemplated in this Agreement is subject
to the satisfaction of the following conditions at the Closing
i. the Purchaser's representations and warranties herein and
in any documents delivered pursuant to this Agreement shall be
true and correct on and as of the Closing Date;
ii. Purchaser shall have met (and the Company shall be
reasonably satisfied that the Purchaser meets) all of the
suitability criteria required to purchase the Shares as set
forth in the Offering memorandum; and
iii. Purchaser shall have irrevocably tendered the Notes
Payable to the Company.
6. MISCELLANEOUS
a. Survival of Covenants; Successors and Assigns. All covenants,
agreements, representations and warranties made by the parties in this
Agreement shall survive the closing of the transactions contemplated by
this Agreement. Except as otherwise provided herein, the terms and
conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective
successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement.
b. Assignability of Rights. Neither the Company nor Purchaser may
assign any of its rights or delegate any of its duties under this
Agreement without the written consent of the other party.
c. Communications and Notices.
i. All communications and notices provided for in this
Agreement shall be in writing and will be given by telegram,
facsimile (with delivery confirmed by the party giving
notice), express courier holding itself out as able to make
delivery within one business day of receipt, hand delivery
receipted by the addressee, or by mail (postage-paid,
registered or certified mail, return receipt requested) to
such address, and to such attention, as any party may from
time to time designate by notice in writing to the other
party, as the case may be. Notice will be effective one
business day after delivery to a telegraph company or express
courier, three business days after deposit in the U.S. Mail as
provided above, or as of the date of delivery (if such day is
a business day, or the next business day thereafter if the
date of delivery is not a business day) if hand-delivered or
facsimile-delivered.
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ii. All notices shall be sent to Purchaser at the address as
it appears on the Company's records, which as of the date
hereof is the address stated in the signature page of this
Agreement. All notices to be sent to the Company shall be sent
as follows:
U.S. Wireless Data, Inc.
Attention: President
2200 Powell Street, Suite 800
Emeryville, California 94608
Facsimile (510) 596-2029
The address and facsimile number to which any notice is to be sent
hereunder may be changed by the sending of notice to such effect,
setting forth the changed address to which notices should be sent
thereafter.
d. Law Governing. This Agreement shall be governed by the Laws of the
State of California in all respects, as such laws are applied to
agreements among California residents entered into and to be performed
entirely within California.
e. Aggregation of Stock. All shares of Common Stock held or acquired by
affiliated entities or persons shall be aggregated together for the
purpose of determining the availability of any rights under this
Agreement.
f. Expenses; Right to Recover Attorney Fees. Irrespective of whether
the Closing is effected, the Company and each Purchaser shall pay their
own respective costs and expenses incurred with respect to the
negotiation, execution, delivery and performance of this Agreement. If
any action at law or in equity is necessary to enforce or interpret the
terms of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.
g. Finder's Fees. Each party represents that it neither is nor will be
obligated for any finders' fee or commission in connection with this
transaction. Purchaser shall indemnify and hold harmless the Company
from any liability for any commission or compensation in the nature of
a finders' fee (and the costs and expenses of defending against such
liability or asserted liability) for which Purchaser or any of its
officers, partners, employees, or representatives is responsible or
alleged to be responsible. The Company agrees to indemnify and hold
harmless Purchaser from any liability for any commission or
compensation in the nature of a finders' fee (and the costs and
expenses of defending against such liability or asserted liability) for
which the Company or any of its officers, employees or representatives
is responsible.
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h. Subsequent Instruments and Acts. The parties agree that they will
execute any further instruments and perform any acts that may become
reasonably necessary to carry out this Agreement.
i. Severability. If any term, provision, covenant, or condition of this
Agreement, or its application to any person or circumstance, shall be
held by a court of competent jurisdiction to be invalid, unenforceable,
or void, the remainder of this Agreement and such term, provision,
covenant, or condition as applied to other persons or circumstances
shall remain in full force and effect.
j. Entire Agreement; Amendments.
i. Entire Agreement. This Agreement and the other documents
and agreements delivered pursuant hereto constitute the full
and entire agreement and understanding among the parties with
regard to the subjects hereof and thereof.
ii. Amendments in Writing. This Agreement may not be amended
orally. Amendment to this Agreement, or of any supplement, and
of the rights and obligations of the Company and of Purchaser
may be made only by the Company and Purchaser in writing.
k. Authority of Signatories. Each of the undersigned representatives of
the parties warrants and represents that he or she is duly authorized
to execute this Agreement on behalf of the respective party for which
he or she signs, and that the organization on whose behalf he or she
signs is currently in good standing in the jurisdiction where
organized.
l. Gender, Number and Tense. Throughout this Agreement, as the context
may require, the masculine gender includes the feminine and neuter; and
the neuter gender includes the masculine and feminine; and the singular
number includes the plural, and the plural number includes the
singular.
m. Headings. The headings of the Sections and Paragraphs of this
Agreement are inserted for convenience only and shall not be deemed to
constitute a part of this Agreement.
n. Counterparts; Facsimile Signatures. This Agreement may be executed
in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
Closing of the transactions contemplated hereby may be done using
facsimile signatures, provided that signed original documents are
delivered between the parties as soon as practicable thereafter.
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o. Purchaser's Status. Purchaser represents and warrants that Purchaser
is an "accredited" investor, as defined in Rule 501(a) of Regulation D
promulgated by the SEC because (please check all that are applicable):
|_| Purchaser is a director or executive officer of the Company
|X| Purchaser and Purchaser's spouse (if any) have an aggregate net
worth exceeding $1,000,000.
|_| Purchaser has had an individual income in excess of $200,000 or
joint income with Purchaser's spouse in excess of $300,000 in each
of the two most recent years and reasonably expects the same
income in the current year.
|_| Purchaser is an entity in which all of the equity owners are
accredited investors within the meaning of Rule 501(a) under the
Act.
|_| Purchaser is a bank, savings and loan association, broker or
dealer, insurance company, investment company, business
development company, small business investment company, employee
benefit plan, non-profit organization, or trust meeting the
requirements of Rule 501(a) under the Act.
IN WITNESS WHEREOF, Purchaser has executed this Common Stock Purchase Agreement
this 12th day of April, 1999.
PURCHASER Address:
/s/ John Liviakis, President
____________________________________ 2420 "K" Street, Suite 220
[Signature] Sacramento, CA 95816
LIVIAKIS FINANCIAL COMMUNICATIONS, Inc.
[Print name] (916) 448-6084, telephone
(916) 448-6089, facsimile
- -------------------------------------
[Social Security or Tax I.D. Number]
Acceptance Signature Page for Common Stock Purchase Agreement
Name of Purchaser: John Liviakis
ACCEPTED:
U.S. WIRELESS DATA, INC.
By: /s/ Rod Stambaugh
----------------------------------
Rod Stambaugh, President
Date: March 19, 1999
Schedule of Exceptions to
COMMON STOCK PURCHASE AGREEMENT
March 19, 1999
2.2 Capitalization. On March 15, 1999, the Company completed at $250,000 bridge
financing from an existing investor. The investor received a $250,000 promissory
note which bears interest at 10% per annum and is due at the earlier of June 12,
1999, or receipt by the Company of proceeds from a subsequent financing of at
least $1 million. The investor received 50,000 shares of the Company's Common
Stock and a fee equal to 12% of the proceeds of the investment.
Effective March 19, 1999, the Company and the Burtzloff Family Trust entered
into a Promissory Note Conversion and Stock Purchase Agreement whereby $500,000
of notes payable plus accrued interest were converted into 598,213 shares of the
Company's Common Stock.
The Company continues to receive requests for conversion of Series A Preferred
Stock to Common Stock from existing investors. On March 19, the Company issued
approximately 78,500 shares of Common Stock in conversion of Series A stock.
2.3 SEC documents. On March 11, 1999, the Company announced that Roger Peirce,
CEO and Chairman, resigned for personal reasons. The Board of Directors is
actively seeking a replacement for Mr. Peirce.