EXHIBIT 10.25
WARRANT ACQUISITION AGREEMENT
WARRANT ACQUISITION AGREEMENT, dated as of June 25, 1999
(this "Agreement"), by and between Bear, Xxxxxxx & Co. Inc. ("Purchaser"), with
an address of 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx and El Sitio International
Corporation (the "Company"), with an address of Xxxxxxx Xxxxxxxx 000, (0000)
Xxxxxx Xxxxx, Xxxxxxxxx.
W I T N E S S E T H:
WHEREAS, Purchaser and the Company have entered into that
certain letter agreement dated February 4, 1999, pursuant to which Purchaser has
agreed to assist the Company as exclusive financial advisor and placement agent
in connection with a first round of privately placed equity securities of the
Company (the "Financing") in return for a fee that includes, INTER ALIA,
warrants to purchase ordinary shares of the Company ("Common Stock") upon the
first closing of any part of the Financing; and
WHEREAS, the Company has entered into a Stock Purchase
Agreement dated as of June 21, 1999 (as amended, the "Stock Purchase
Agreement"), among the Company, Ibero-American Media Partners II Ltd., Xxxxxxxx
Enterprises Inc. and Chestnut Hill (El Sitio), LLC pursuant to which, among
other things, Ibero-American Media Partners II Ltd., Xxxxxxxx Enterprises Inc.
and Chestnut Hill (El Sitio), LLC are scheduled to purchase preferred shares in
the Company (the "Preferred Shares") on July 2, 1999 as part of the closing of
the Financing;
NOW, THEREFORE, in consideration of the premises and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. ISSUANCE OF THE WARRANTS
In consideration for the services provided by Purchaser
and subject to the terms and conditions herein contained, at the Closing (as
hereinafter defined), the Company shall issue and deliver to Purchaser warrants
to purchase 119,968.21 shares of Common Stock (the "Warrants"), which shall be
evidenced by one or more of the warrant certificates substantially in the form
attached hereto as Exhibit A (the "Warrant Certificate").
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company hereby represents and warrants to the
Purchaser as follows:
(a) The Company has full power, authority and legal right
to execute and deliver this Agreement, to grant the Warrants on the terms and
conditions described herein and to perform and observe the terms and provisions
of this Agreement.
(b) This Agreement has been duly executed and delivered by
the Company and constitutes the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms.
(c) When issued, sold and delivered in accordance with the
terms of the Agreement, the Warrants will be validly issued and outstanding,
fully paid and non-assessable, with no personal liability attaching to the
ownership thereof.
(d) Except as specifically provided in this Section 2 the
Warrants are being sold without any representations, warranties or covenants,
express or implied, being made by the Company with respect to the Securities (as
hereinafter defined) or with respect to the Company, its business, prospects,
financial condition or results of operations.
3. REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser hereby represents and warrants to the Company as
follows:
(a) Purchaser understands and agrees that the Warrants and
the shares of Common Stock that may be purchased by the holder thereof
(collectively, the "Securities") have not been registered under the Securities
Act of 1933, as amended (the "Securities Act"), or any applicable state
securities laws and that accordingly will not be fully transferable except as
permitted under various exemptions contained in the Securities Act and any
applicable state securities laws, or upon satisfaction of the registration and
prospectus delivery requirements of the Securities Act and any applicable state
securities laws.
(b) Purchaser hereby represents and warrants to the
Company that it is acquiring the Warrants, for its own account, and not as
nominee or agent for any other person, and not with a view to, or for resale in
connection with, any distribution thereof within the meaning of the Securities
Act. Purchaser further represents and warrants to the Company that it is an
"accredited investor" as such term is defined in Rule 501 under the Securities
Act.
(c) Purchaser hereby acknowledges that any certificate
representing the Securities may have imposed on it by the Company a legend
indicating that resale of the Warrant or Warrant Shares must be in compliance
with the Securities Act and state securities law or an exemption therefrom, all
as set forth on the Warrant Certificate.
4. GENERAL
(a) This Agreement may be amended only by a writing signed
by the parties hereto.
(b) This Agreement shall be governed and construed in
accordance with the laws of the State of New York without regard to the conflict
of law principles thereof.
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(c) The descriptive headings of the several sections of
this Agreement are inserted for convenience only and do not constitute a part of
this Agreement.
(d) This Agreement constitutes the entire agreement of the
Company and Purchaser and supersedes any and all prior written or oral
agreements or understandings between the Company and Purchaser pertaining to the
matters contemplated under this Agreement. This Agreement is not intended to
confer upon any other person any rights or remedies.
(e) In case any provision of this Agreement shall be
declared invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions of this Agreement shall in no way be
affected or impaired thereby.
(f) This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which shall
be considered one and the same Agreement and shall become effective when one or
more counterparts have been signed by both the Company and Purchaser.
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IN WITNESS WHEREOF, the Company and Purchaser each have
caused this Agreement to be executed as of the date set forth above.
BEAR, XXXXXXX & CO. INC.
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: Senior Managing Director
EL SITIO INTERNATIONAL CORPORATION:
By: /s/ Xxxxxxx Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxxx Xxxxxx
Title:
