EXHIBIT 10.3
DEBENTURES AND AGREEMENT TO ISSUE SHARES
EXHIBIT 10.3
CHINA NETTV HOLDINGS INC. (the "Company")
Convertible Debenture
Effective as of November 5, 2004
1. Obligations to Issue. Pursuant to a share exchange agreement (the "Share
Exchange Agreement") between the Company and Highland Shareholders dated
November 5, 2004, the Company hereby acknowledges its obligation to issue to
__Du Xxx Xxxxx__xxx/or his nominees (together the "Holder") _3,760,000____shares
in the common stock of the Company (the "Obligations") and, accordingly,
promises by way of this Debenture to perform and complete the Obligations, upon
completion of amendment of the Company's authorized share capital and pursuant
to terms and conditions of this Debenture. The Holder acknowledges and agrees
that, in the event the Company resolves to consolidate its authorized share
capital, the Holder shall be issued such number of shares upon completion of
such consolidation, on the basis of the Obligations and the consolidation ratio.
2. Cash Payment by the Company in Lieu of Shares
2.1 The Company shall have the option, at any time within 90 days
of the date of this Debenture, to send a notice ("Payment
Notice") to the Holder indicating that the Company intends to
pay the Holder a cash payment to satisfy all or part of the
Obligations (the "Cash Payment"). The Cash Payment shall be
calculated on the basis of the per share price of the common
stock of the Company as at the date of this Debenture
multiplied by the number of shares of the Obligation to be
determined by the Company in its discretion.
2.2 Within five working days from the date of the Payment Notice,
the Company shall forward to the Holder the Cash Payment, and
share certificates for the number of shares representing
unpaid balance of the Obligation, if any. Thereafter, this
Debenture will terminate and the Company's obligations under
this Debenture shall be deemed completed.
2.3 The Company will not, by amendment of its articles or through
any reorganization, recapitalization, transfer of assets,
consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, where the intent of
any such act is to avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions hereof and in
the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder
against impairment.
Page 1 of 3
3. General Undertakings and Covenants of the Company
3.1 As long as the Debenture is outstanding and in addition to any
rights which the Holder may have as a shareholder of the Company,
the Company undertakes and covenants in favour of the Holder:
(a) to fully perform the terms of this Debenture,
including, where the Company resolves to consolidate
its authorized share capital, the issuance of such
number of consolidated shares upon completion of the
consolidation, on the basis the Obligations and the
consolidation ratio.
(b) if any filing is required to be made with any
appropriate regulatory authority, or any other step
is required before this Debenture may be legally
issued, to take such action so required at its own
expense;
4. Notices
4.1 All notices or demands hereunder to the parties hereto shall
be sufficiently given if made in writing and faxed or
delivered by a nationally recognized courier and addressed to
the parties, respectively as follows:
if to the Company, to:
Attention: President
Fax Number: 000-000-0000
and if to the Holder, to:
Room 1-2, Building 00, Xx Xxxx Xx, Xxxxxx Xxxxxxxx,
Xxxxxxx, Xxxxx,000000
4.2 Either the Company or any Holder may change the address to
which notices or demands shall be delivered to the Holder or
the Company by like notice given at least ten (10) days before
the effective date of such change of address.
5. Expenses. Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.
6. Further Assurances. The Company, from time to time forthwith upon a request
from the Holder, shall do, make and execute all such further assignments,
documents, acts, matters and things as may be required by the Holder with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.
Page 2 of 3
7. Governing Law. This Debenture shall be governed by the laws of the
State of Nevada, USA.
8. Headings. The headings of the sections of this Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.
9. Expiry. This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.
10. Entire Agreement. This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.
IN WITNESS WHEREOF China NetTV Holdings Inc. has caused this Debenture to be
signed under its corporate seal by duly authorized officers and to be dated as
of the day and year first above written.
CHINA NETTV HOLDINGS INC.
By:
--------------------------------------
Name:
Title:
Page 3 of 3
CHINA NETTV HOLDINGS INC. (the "Company")
Convertible Debenture
Effective as of November 5, 2004
1. Obligations to Issue. Pursuant to a share exchange agreement (the "Share
Exchange Agreement") between the Company and Highland Shareholders dated
November 5, 2004, the Company hereby acknowledges its obligation to issue to ___
Fu You Zhen __and/or his nominees (together the "Holder") 3,290,000___shares in
the common stock of the Company (the "Obligations") and, accordingly, promises
by way of this Debenture to perform and complete the Obligations, upon
completion of amendment of the Company's authorized share capital and pursuant
to terms and conditions of this Debenture. The Holder acknowledges and agrees
that, in the event the Company resolves to consolidate its authorized share
capital, the Holder shall be issued such number of shares upon completion of
such consolidation, on the basis of the Obligations and the consolidation ratio.
2. Cash Payment by the Company in Lieu of Shares
2.1 The Company shall have the option, at any time within 90 days
of the date of this Debenture, to send a notice ("Payment
Notice") to the Holder indicating that the Company intends to
pay the Holder a cash payment to satisfy all or part of the
Obligations (the "Cash Payment"). The Cash Payment shall be
calculated on the basis of the per share price of the common
stock of the Company as at the date of this Debenture
multiplied by the number of shares of the Obligation to be
determined by the Company in its discretion.
2.2 Within five working days from the date of the Payment Notice,
the Company shall forward to the Holder the Cash Payment, and
share certificates for the number of shares representing
unpaid balance of the Obligation, if any. Thereafter, this
Debenture will terminate and the Company's obligations under
this Debenture shall be deemed completed.
2.3 The Company will not, by amendment of its articles or through
any reorganization, recapitalization, transfer of assets,
consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, where the intent of
any such act is to avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions hereof and in
the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder
against impairment.
Page 1 of 3
3. General Undertakings and Covenants of the Company
3.1 As long as the Debenture is outstanding and in addition to any
rights which the Holder may have as a shareholder of the Company,
the Company undertakes and covenants in favour of the Holder:
(a) to fully perform the terms of this Debenture,
including, where the Company resolves to consolidate
its authorized share capital, the issuance of such
number of consolidated shares upon completion of the
consolidation, on the basis the Obligations and the
consolidation ratio.
(b) if any filing is required to be made with any
appropriate regulatory authority, or any other step
is required before this Debenture may be legally
issued, to take such action so required at its own
expense;
4. Notices
4.1 All notices or demands hereunder to the parties hereto shall
be sufficiently given if made in writing and faxed or
delivered by a nationally recognized courier and addressed to
the parties, respectively as follows:
if to the Company, to:
Attention: President
Fax Number: 000-000-0000
and if to the Holder, to:
Room 1-2, Building 00, Xx Xxxx Xx, Xxxxxx Xxxxxxxx,
Xxxxxxx, Xxxxx,000000
4.2 Either the Company or any Holder may change the address to
which notices or demands shall be delivered to the Holder or
the Company by like notice given at least ten (10) days before
the effective date of such change of address.
5. Expenses. Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.
6. Further Assurances. The Company, from time to time forthwith upon a request
from the Holder, shall do, make and execute all such further assignments,
documents, acts, matters and things as may be required by the Holder with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.
Page 2 of 3
7. Governing Law. This Debenture shall be governed by the laws of the
State of Nevada, USA.
8. Headings. The headings of the sections of this Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.
9. Expiry. This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.
10. Entire Agreement. This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.
IN WITNESS WHEREOF China NetTV Holdings Inc. has caused this Debenture to be
signed under its corporate seal by duly authorized officers and to be dated as
of the day and year first above written.
CHINA NETTV HOLDINGS INC.
By:
--------------------------------------
Name:
Title:
Page 3 of 3
CHINA NETTV HOLDINGS INC. (the "Company")
Convertible Debenture
Effective as of November 5, 2004
1. Obligations to Issue. Pursuant to a share exchange agreement (the "Share
Exchange Agreement") between the Company and Highland Shareholders dated
November 5, 2004, the Company hereby acknowledges its obligation to issue to
__Gao Fengyi______and/or his nominees (together the "Holder")
__5,640,000__shares in the common stock of the Company (the "Obligations") and,
accordingly, promises by way of this Debenture to perform and complete the
Obligations, upon completion of amendment of the Company's authorized share
capital and pursuant to terms and conditions of this Debenture. The Holder
acknowledges and agrees that, in the event the Company resolves to consolidate
its authorized share capital, the Holder shall be issued such number of shares
upon completion of such consolidation, on the basis of the Obligations and the
consolidation ratio.
2. Cash Payment by the Company in Lieu of Shares
2.1 The Company shall have the option, at any time within 90 days
of the date of this Debenture, to send a notice ("Payment
Notice") to the Holder indicating that the Company intends to
pay the Holder a cash payment to satisfy all or part of the
Obligations (the "Cash Payment"). The Cash Payment shall be
calculated on the basis of the per share price of the common
stock of the Company as at the date of this Debenture
multiplied by the number of shares of the Obligation to be
determined by the Company in its discretion.
2.2 Within five working days from the date of the Payment Notice,
the Company shall forward to the Holder the Cash Payment, and
share certificates for the number of shares representing
unpaid balance of the Obligation, if any. Thereafter, this
Debenture will terminate and the Company's obligations under
this Debenture shall be deemed completed.
2.3 The Company will not, by amendment of its articles or through
any reorganization, recapitalization, transfer of assets,
consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, where the intent of
any such act is to avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions hereof and in
the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder
against impairment.
Page 1 of 3
3. General Undertakings and Covenants of the Company
3.1 As long as the Debenture is outstanding and in addition to any
rights which the Holder may have as a shareholder of the Company,
the Company undertakes and covenants in favour of the Holder:
(a) to fully perform the terms of this Debenture,
including, where the Company resolves to consolidate
its authorized share capital, the issuance of such
number of consolidated shares upon completion of the
consolidation, on the basis the Obligations and the
consolidation ratio.
(b) if any filing is required to be made with any
appropriate regulatory authority, or any other step
is required before this Debenture may be legally
issued, to take such action so required at its own
expense;
4. Notices
4.1 All notices or demands hereunder to the parties hereto shall
be sufficiently given if made in writing and faxed or
delivered by a nationally recognized courier and addressed to
the parties, respectively as follows:
if to the Company, to:
Attention: President
Fax Number: 000-000-0000
and if to the Holder, to:
Room 1-2, Building 00, Xx Xxxx Xx, Xxxxxx Xxxxxxxx,
Xxxxxxx, Xxxxx,000000
4.2 Either the Company or any Holder may change the address to
which notices or demands shall be delivered to the Holder or
the Company by like notice given at least ten (10) days before
the effective date of such change of address.
5. Expenses. Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.
6. Further Assurances. The Company, from time to time forthwith upon a request
from the Holder, shall do, make and execute all such further assignments,
documents, acts, matters and things as may be required by the Holder with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.
Page 2 of 3
7. Governing Law. This Debenture shall be governed by the laws of the
State of Nevada, USA.
8. Headings. The headings of the sections of this Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.
9. Expiry. This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.
10. Entire Agreement. This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.
IN WITNESS WHEREOF China NetTV Holdings Inc. has caused this Debenture to be
signed under its corporate seal by duly authorized officers and to be dated as
of the day and year first above written.
CHINA NETTV HOLDINGS INC.
By:
--------------------------------------
Name:
Title:
Page 3 of 3
CHINA NETTV HOLDINGS INC. (the "Company")
Convertible Debenture
Effective as of November 5, 2004
1. Obligations to Issue. Pursuant to a share exchange agreement (the "Share
Exchange Agreement") between the Company and Highland Shareholders dated
November 5, 2004, the Company hereby acknowledges its obligation to issue to
_Han Xxxx Xxx __and/or his nominees (together the "Holder") ___2,490,000__shares
in the common stock of the Company (the "Obligations") and, accordingly,
promises by way of this Debenture to perform and complete the Obligations, upon
completion of amendment of the Company's authorized share capital and pursuant
to terms and conditions of this Debenture. The Holder acknowledges and agrees
that, in the event the Company resolves to consolidate its authorized share
capital, the Holder shall be issued such number of shares upon completion of
such consolidation, on the basis of the Obligations and the consolidation ratio.
2. Cash Payment by the Company in Lieu of Shares
2.1 The Company shall have the option, at any time within 90 days
of the date of this Debenture, to send a notice ("Payment
Notice") to the Holder indicating that the Company intends to
pay the Holder a cash payment to satisfy all or part of the
Obligations (the "Cash Payment"). The Cash Payment shall be
calculated on the basis of the per share price of the common
stock of the Company as at the date of this Debenture
multiplied by the number of shares of the Obligation to be
determined by the Company in its discretion.
2.2 Within five working days from the date of the Payment Notice,
the Company shall forward to the Holder the Cash Payment, and
share certificates for the number of shares representing
unpaid balance of the Obligation, if any. Thereafter, this
Debenture will terminate and the Company's obligations under
this Debenture shall be deemed completed.
2.3 The Company will not, by amendment of its articles or through
any reorganization, recapitalization, transfer of assets,
consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, where the intent of
any such act is to avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions hereof and in
the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder
against impairment.
Page 1 of 3
3. General Undertakings and Covenants of the Company
3.1 As long as the Debenture is outstanding and in addition to any
rights which the Holder may have as a shareholder of the Company,
the Company undertakes and covenants in favour of the Holder:
(a) to fully perform the terms of this Debenture,
including, where the Company resolves to consolidate
its authorized share capital, the issuance of such
number of consolidated shares upon completion of the
consolidation, on the basis the Obligations and the
consolidation ratio.
(b) if any filing is required to be made with any
appropriate regulatory authority, or any other step
is required before this Debenture may be legally
issued, to take such action so required at its own
expense;
4. Notices
4.1 All notices or demands hereunder to the parties hereto shall
be sufficiently given if made in writing and faxed or
delivered by a nationally recognized courier and addressed to
the parties, respectively as follows:
if to the Company, to:
Attention: President
Fax Number: 000-000-0000
and if to the Holder, to:
Room 1-2, Building 00, Xx Xxxx Xx, Xxxxxx Xxxxxxxx,
Xxxxxxx, Xxxxx,000000
4.2 Either the Company or any Holder may change the address to
which notices or demands shall be delivered to the Holder or
the Company by like notice given at least ten (10) days before
the effective date of such change of address.
5. Expenses. Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.
6. Further Assurances. The Company, from time to time forthwith upon a request
from the Holder, shall do, make and execute all such further assignments,
documents, acts, matters and things as may be required by the Holder with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.
Page 2 of 3
7. Governing Law. This Debenture shall be governed by the laws of the
State of Nevada, USA.
8. Headings. The headings of the sections of this Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.
9. Expiry. This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.
10. Entire Agreement. This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.
IN WITNESS WHEREOF China NetTV Holdings Inc. has caused this Debenture to be
signed under its corporate seal by duly authorized officers and to be dated as
of the day and year first above written.
CHINA NETTV HOLDINGS INC.
By:
--------------------------------------
Name:
Title:
Page 3 of 3
CHINA NETTV HOLDINGS INC. (the "Company")
Convertible Debenture
Effective as of November 5, 2004
1. Obligations to Issue. Pursuant to a share exchange agreement (the "Share
Exchange Agreement") between the Company and Highland Shareholders dated
November 5, 2004, the Company hereby acknowledges its obligation to issue to ___
Xxxxxxx Xxxxxxxx __and/or his nominees (together the "Holder")
__4,700,000__shares in the common stock of the Company (the "Obligations") and,
accordingly, promises by way of this Debenture to perform and complete the
Obligations, upon completion of amendment of the Company's authorized share
capital and pursuant to terms and conditions of this Debenture. The Holder
acknowledges and agrees that, in the event the Company resolves to consolidate
its authorized share capital, the Holder shall be issued such number of shares
upon completion of such consolidation, on the basis of the Obligations and the
consolidation ratio.
2. Cash Payment by the Company in Lieu of Shares
2.1 The Company shall have the option, at any time within 90 days
of the date of this Debenture, to send a notice ("Payment
Notice") to the Holder indicating that the Company intends to
pay the Holder a cash payment to satisfy all or part of the
Obligations (the "Cash Payment"). The Cash Payment shall be
calculated on the basis of the per share price of the common
stock of the Company as at the date of this Debenture
multiplied by the number of shares of the Obligation to be
determined by the Company in its discretion.
2.2 Within five working days from the date of the Payment Notice,
the Company shall forward to the Holder the Cash Payment, and
share certificates for the number of shares representing
unpaid balance of the Obligation, if any. Thereafter, this
Debenture will terminate and the Company's obligations under
this Debenture shall be deemed completed.
2.3 The Company will not, by amendment of its articles or through
any reorganization, recapitalization, transfer of assets,
consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, where the intent of
any such act is to avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions hereof and in
the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder
against impairment.
Page 1 of 3
3. General Undertakings and Covenants of the Company
3.1 As long as the Debenture is outstanding and in addition to any
rights which the Holder may have as a shareholder of the Company,
the Company undertakes and covenants in favour of the Holder:
(a) to fully perform the terms of this Debenture,
including, where the Company resolves to consolidate
its authorized share capital, the issuance of such
number of consolidated shares upon completion of the
consolidation, on the basis the Obligations and the
consolidation ratio.
(b) if any filing is required to be made with any
appropriate regulatory authority, or any other step
is required before this Debenture may be legally
issued, to take such action so required at its own
expense;
4. Notices
4.1 All notices or demands hereunder to the parties hereto shall
be sufficiently given if made in writing and faxed or
delivered by a nationally recognized courier and addressed to
the parties, respectively as follows:
if to the Company, to:
Attention: President
Fax Number: 000-000-0000
and if to the Holder, to:
Room 1-2, Building 00, Xx Xxxx Xx, Xxxxxx Xxxxxxxx,
Xxxxxxx, Xxxxx,000000
4.2 Either the Company or any Holder may change the address to
which notices or demands shall be delivered to the Holder or
the Company by like notice given at least ten (10) days before
the effective date of such change of address.
5. Expenses. Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.
6. Further Assurances. The Company, from time to time forthwith upon a request
from the Holder, shall do, make and execute all such further assignments,
documents, acts, matters and things as may be required by the Holder with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.
Page 2 of 3
7. Governing Law. This Debenture shall be governed by the laws of the
State of Nevada, USA.
8. Headings. The headings of the sections of this Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.
9. Expiry. This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.
10. Entire Agreement. This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.
IN WITNESS WHEREOF China NetTV Holdings Inc. has caused this Debenture to be
signed under its corporate seal by duly authorized officers and to be dated as
of the day and year first above written.
CHINA NETTV HOLDINGS INC.
By:
--------------------------------------
Name:
Title:
Page 3 of 3
CHINA NETTV HOLDINGS INC. (the "Company")
Convertible Debenture
Effective as of November 5, 2004
1. Obligations to Issue. Pursuant to a share exchange agreement (the "Share
Exchange Agreement") between the Company and Highland Shareholders dated
November 5, 2004, the Company hereby acknowledges its obligation to issue to _
Xx Xxxx Jun ___and/or his nominees (together the "Holder") __3,525,000__shares
in the common stock of the Company (the "Obligations") and, accordingly,
promises by way of this Debenture to perform and complete the Obligations, upon
completion of amendment of the Company's authorized share capital and pursuant
to terms and conditions of this Debenture. The Holder acknowledges and agrees
that, in the event the Company resolves to consolidate its authorized share
capital, the Holder shall be issued such number of shares upon completion of
such consolidation, on the basis of the Obligations and the consolidation ratio.
2. Cash Payment by the Company in Lieu of Shares
2.1 The Company shall have the option, at any time within 90 days
of the date of this Debenture, to send a notice ("Payment
Notice") to the Holder indicating that the Company intends to
pay the Holder a cash payment to satisfy all or part of the
Obligations (the "Cash Payment"). The Cash Payment shall be
calculated on the basis of the per share price of the common
stock of the Company as at the date of this Debenture
multiplied by the number of shares of the Obligation to be
determined by the Company in its discretion.
2.2 Within five working days from the date of the Payment Notice,
the Company shall forward to the Holder the Cash Payment, and
share certificates for the number of shares representing
unpaid balance of the Obligation, if any. Thereafter, this
Debenture will terminate and the Company's obligations under
this Debenture shall be deemed completed.
2.3 The Company will not, by amendment of its articles or through
any reorganization, recapitalization, transfer of assets,
consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, where the intent of
any such act is to avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions hereof and in
the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder
against impairment.
Page 1 of 3
3. General Undertakings and Covenants of the Company
3.1 As long as the Debenture is outstanding and in addition to any
rights which the Holder may have as a shareholder of the Company,
the Company undertakes and covenants in favour of the Holder:
(a) to fully perform the terms of this Debenture,
including, where the Company resolves to consolidate
its authorized share capital, the issuance of such
number of consolidated shares upon completion of the
consolidation, on the basis the Obligations and the
consolidation ratio.
(b) if any filing is required to be made with any
appropriate regulatory authority, or any other step
is required before this Debenture may be legally
issued, to take such action so required at its own
expense;
4. Notices
4.1 All notices or demands hereunder to the parties hereto shall
be sufficiently given if made in writing and faxed or
delivered by a nationally recognized courier and addressed to
the parties, respectively as follows:
if to the Company, to:
Attention: President
Fax Number: 000-000-0000
and if to the Holder, to:
Room 1-2, Building 00, Xx Xxxx Xx, Xxxxxx Xxxxxxxx,
Xxxxxxx, Xxxxx,000000
4.2 Either the Company or any Holder may change the address to
which notices or demands shall be delivered to the Holder or
the Company by like notice given at least ten (10) days before
the effective date of such change of address.
5. Expenses. Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.
6. Further Assurances. The Company, from time to time forthwith upon a request
from the Holder, shall do, make and execute all such further assignments,
documents, acts, matters and things as may be required by the Holder with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.
Page 2 of 3
7. Governing Law. This Debenture shall be governed by the laws of the
State of Nevada, USA.
8. Headings. The headings of the sections of this Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.
9. Expiry. This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.
10. Entire Agreement. This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.
IN WITNESS WHEREOF China NetTV Holdings Inc. has caused this Debenture to be
signed under its corporate seal by duly authorized officers and to be dated as
of the day and year first above written.
CHINA NETTV HOLDINGS INC.
By:
--------------------------------------
Name:
Title:
Page 3 of 3
CHINA NETTV HOLDINGS INC. (the "Company")
Convertible Debenture
Effective as of November 5, 2004
1. Obligations to Issue. Pursuant to a share exchange agreement (the "Share
Exchange Agreement") between the Company and Highland Shareholders dated
November 5, 2004, the Company hereby acknowledges its obligation to issue to
Xxxxxxxx Xxxxxxxxxx Xxxxxxxxxx_xxx/or his nominees (together the "Holder")
4,700,000_shares in the common stock of the Company (the "Obligations") and,
accordingly, promises by way of this Debenture to perform and complete the
Obligations, upon completion of amendment of the Company's authorized share
capital and pursuant to terms and conditions of this Debenture. The Holder
acknowledges and agrees that, in the event the Company resolves to consolidate
its authorized share capital, the Holder shall be issued such number of shares
upon completion of such consolidation, on the basis of the Obligations and the
consolidation ratio.
2. Cash Payment by the Company in Lieu of Shares
2.1 The Company shall have the option, at any time within 90 days
of the date of this Debenture, to send a notice ("Payment
Notice") to the Holder indicating that the Company intends to
pay the Holder a cash payment to satisfy all or part of the
Obligations (the "Cash Payment"). The Cash Payment shall be
calculated on the basis of the per share price of the common
stock of the Company as at the date of this Debenture
multiplied by the number of shares of the Obligation to be
determined by the Company in its discretion.
2.2 Within five working days from the date of the Payment Notice,
the Company shall forward to the Holder the Cash Payment, and
share certificates for the number of shares representing
unpaid balance of the Obligation, if any. Thereafter, this
Debenture will terminate and the Company's obligations under
this Debenture shall be deemed completed.
2.3 The Company will not, by amendment of its articles or through
any reorganization, recapitalization, transfer of assets,
consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, where the intent of
any such act is to avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions hereof and in
the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder
against impairment.
Page 1 of 3
3. General Undertakings and Covenants of the Company
3.1 As long as the Debenture is outstanding and in addition to any
rights which the Holder may have as a shareholder of the Company,
the Company undertakes and covenants in favour of the Holder:
(a) to fully perform the terms of this Debenture,
including, where the Company resolves to consolidate
its authorized share capital, the issuance of such
number of consolidated shares upon completion of the
consolidation, on the basis the Obligations and the
consolidation ratio.
(b) if any filing is required to be made with any
appropriate regulatory authority, or any other step
is required before this Debenture may be legally
issued, to take such action so required at its own
expense;
4. Notices
4.1 All notices or demands hereunder to the parties hereto shall
be sufficiently given if made in writing and faxed or
delivered by a nationally recognized courier and addressed to
the parties, respectively as follows:
if to the Company, to:
Attention: President
Fax Number: 000-000-0000
and if to the Holder, to:
Room 1-2, Building 00, Xx Xxxx Xx, Xxxxxx Xxxxxxxx,
Xxxxxxx, Xxxxx,000000
4.2 Either the Company or any Holder may change the address to
which notices or demands shall be delivered to the Holder or
the Company by like notice given at least ten (10) days before
the effective date of such change of address.
5. Expenses. Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.
6. Further Assurances. The Company, from time to time forthwith upon a request
from the Holder, shall do, make and execute all such further assignments,
documents, acts, matters and things as may be required by the Holder with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.
Page 2 of 3
7. Governing Law. This Debenture shall be governed by the laws of the
State of Nevada, USA.
8. Headings. The headings of the sections of this Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.
9. Expiry. This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.
10. Entire Agreement. This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.
IN WITNESS WHEREOF China NetTV Holdings Inc. has caused this Debenture to be
signed under its corporate seal by duly authorized officers and to be dated as
of the day and year first above written.
CHINA NETTV HOLDINGS INC.
By:
--------------------------------------
Name:
Title:
Page 3 of 3
CHINA NETTV HOLDINGS INC. (the "Company")
Convertible Debenture
Effective as of November 5, 2004
1. Obligations to Issue. Pursuant to a share exchange agreement (the "Share
Exchange Agreement") between the Company and Highland Shareholders dated
November 5, 2004, the Company hereby acknowledges its obligation to issue to _
Xxxx Xxxxxxxx __and/or his nominees (together the "Holder") _470,000___shares in
the common stock of the Company (the "Obligations") and, accordingly, promises
by way of this Debenture to perform and complete the Obligations, upon
completion of amendment of the Company's authorized share capital and pursuant
to terms and conditions of this Debenture. The Holder acknowledges and agrees
that, in the event the Company resolves to consolidate its authorized share
capital, the Holder shall be issued such number of shares upon completion of
such consolidation, on the basis of the Obligations and the consolidation ratio.
2. Cash Payment by the Company in Lieu of Shares
2.1 The Company shall have the option, at any time within 90 days
of the date of this Debenture, to send a notice ("Payment
Notice") to the Holder indicating that the Company intends to
pay the Holder a cash payment to satisfy all or part of the
Obligations (the "Cash Payment"). The Cash Payment shall be
calculated on the basis of the per share price of the common
stock of the Company as at the date of this Debenture
multiplied by the number of shares of the Obligation to be
determined by the Company in its discretion.
2.2 Within five working days from the date of the Payment Notice,
the Company shall forward to the Holder the Cash Payment, and
share certificates for the number of shares representing
unpaid balance of the Obligation, if any. Thereafter, this
Debenture will terminate and the Company's obligations under
this Debenture shall be deemed completed.
2.3 The Company will not, by amendment of its articles or through
any reorganization, recapitalization, transfer of assets,
consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, where the intent of
any such act is to avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions hereof and in
the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder
against impairment.
Page 1 of 3
3. General Undertakings and Covenants of the Company
3.1 As long as the Debenture is outstanding and in addition to any
rights which the Holder may have as a shareholder of the Company,
the Company undertakes and covenants in favour of the Holder:
(a) to fully perform the terms of this Debenture,
including, where the Company resolves to consolidate
its authorized share capital, the issuance of such
number of consolidated shares upon completion of the
consolidation, on the basis the Obligations and the
consolidation ratio.
(b) if any filing is required to be made with any
appropriate regulatory authority, or any other step
is required before this Debenture may be legally
issued, to take such action so required at its own
expense;
4. Notices
4.1 All notices or demands hereunder to the parties hereto shall
be sufficiently given if made in writing and faxed or
delivered by a nationally recognized courier and addressed to
the parties, respectively as follows:
if to the Company, to:
Attention: President
Fax Number: 000-000-0000
and if to the Holder, to:
Room 1-2, Building 00, Xx Xxxx Xx, Xxxxxx Xxxxxxxx,
Xxxxxxx, Xxxxx,000000
4.2 Either the Company or any Holder may change the address to
which notices or demands shall be delivered to the Holder or
the Company by like notice given at least ten (10) days before
the effective date of such change of address.
5. Expenses. Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.
6. Further Assurances. The Company, from time to time forthwith upon a request
from the Holder, shall do, make and execute all such further assignments,
documents, acts, matters and things as may be required by the Holder with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.
Page 2 of 3
7. Governing Law. This Debenture shall be governed by the laws of the
State of Nevada, USA.
8. Headings. The headings of the sections of this Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.
9. Expiry. This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.
10. Entire Agreement. This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.
IN WITNESS WHEREOF China NetTV Holdings Inc. has caused this Debenture to be
signed under its corporate seal by duly authorized officers and to be dated as
of the day and year first above written.
CHINA NETTV HOLDINGS INC.
By:
--------------------------------------
Name:
Title:
Page 3 of 3
CHINA NETTV HOLDINGS INC. (the "Company")
Convertible Debenture
Effective as of November 5, 2004
1. Obligations to Issue. Pursuant to a share exchange agreement (the "Share
Exchange Agreement") between the Company and Highland Shareholders dated
November 5, 2004, the Company hereby acknowledges its obligation to issue to _
Xxxx Xxxx ___and/or his nominees (together the "Holder") _3,760,000___shares in
the common stock of the Company (the "Obligations") and, accordingly, promises
by way of this Debenture to perform and complete the Obligations, upon
completion of amendment of the Company's authorized share capital and pursuant
to terms and conditions of this Debenture. The Holder acknowledges and agrees
that, in the event the Company resolves to consolidate its authorized share
capital, the Holder shall be issued such number of shares upon completion of
such consolidation, on the basis of the Obligations and the consolidation ratio.
2. Cash Payment by the Company in Lieu of Shares
2.1 The Company shall have the option, at any time within 90 days
of the date of this Debenture, to send a notice ("Payment
Notice") to the Holder indicating that the Company intends to
pay the Holder a cash payment to satisfy all or part of the
Obligations (the "Cash Payment"). The Cash Payment shall be
calculated on the basis of the per share price of the common
stock of the Company as at the date of this Debenture
multiplied by the number of shares of the Obligation to be
determined by the Company in its discretion.
2.2 Within five working days from the date of the Payment Notice,
the Company shall forward to the Holder the Cash Payment, and
share certificates for the number of shares representing
unpaid balance of the Obligation, if any. Thereafter, this
Debenture will terminate and the Company's obligations under
this Debenture shall be deemed completed.
2.3 The Company will not, by amendment of its articles or through
any reorganization, recapitalization, transfer of assets,
consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, where the intent of
any such act is to avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions hereof and in
the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder
against impairment.
Page 1 of 3
3. General Undertakings and Covenants of the Company
3.1 As long as the Debenture is outstanding and in addition to any
rights which the Holder may have as a shareholder of the Company,
the Company undertakes and covenants in favour of the Holder:
(a) to fully perform the terms of this Debenture,
including, where the Company resolves to consolidate
its authorized share capital, the issuance of such
number of consolidated shares upon completion of the
consolidation, on the basis the Obligations and the
consolidation ratio.
(b) if any filing is required to be made with any
appropriate regulatory authority, or any other step
is required before this Debenture may be legally
issued, to take such action so required at its own
expense;
4. Notices
4.1 All notices or demands hereunder to the parties hereto shall
be sufficiently given if made in writing and faxed or
delivered by a nationally recognized courier and addressed to
the parties, respectively as follows:
if to the Company, to:
Attention: President
Fax Number: 000-000-0000
and if to the Holder, to:
Room 1-2, Building 00, Xx Xxxx Xx, Xxxxxx Xxxxxxxx,
Xxxxxxx, Xxxxx,000000
4.2 Either the Company or any Holder may change the address to
which notices or demands shall be delivered to the Holder or
the Company by like notice given at least ten (10) days before
the effective date of such change of address.
5. Expenses. Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.
6. Further Assurances. The Company, from time to time forthwith upon a request
from the Holder, shall do, make and execute all such further assignments,
documents, acts, matters and things as may be required by the Holder with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.
Page 2 of 3
7. Governing Law. This Debenture shall be governed by the laws of the
State of Nevada, USA.
8. Headings. The headings of the sections of this Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.
9. Expiry. This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.
10. Entire Agreement. This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.
IN WITNESS WHEREOF China NetTV Holdings Inc. has caused this Debenture to be
signed under its corporate seal by duly authorized officers and to be dated as
of the day and year first above written.
CHINA NETTV HOLDINGS INC.
By:
--------------------------------------
Name:
Title:
Page 3 of 3
CHINA NETTV HOLDINGS INC. (the "Company")
Convertible Debenture
Effective as of November 5, 2004
1. Obligations to Issue. Pursuant to a share exchange agreement (the "Share
Exchange Agreement") between the Company and Highland Shareholders dated
November 5, 2004, the Company hereby acknowledges its obligation to issue to ___
Xxxx Xxx Xxx ___and/or his nominees (together the "Holder") ___3,760,000_shares
in the common stock of the Company (the "Obligations") and, accordingly,
promises by way of this Debenture to perform and complete the Obligations, upon
completion of amendment of the Company's authorized share capital and pursuant
to terms and conditions of this Debenture. The Holder acknowledges and agrees
that, in the event the Company resolves to consolidate its authorized share
capital, the Holder shall be issued such number of shares upon completion of
such consolidation, on the basis of the Obligations and the consolidation ratio.
2. Cash Payment by the Company in Lieu of Shares
2.1 The Company shall have the option, at any time within 90 days
of the date of this Debenture, to send a notice ("Payment
Notice") to the Holder indicating that the Company intends to
pay the Holder a cash payment to satisfy all or part of the
Obligations (the "Cash Payment"). The Cash Payment shall be
calculated on the basis of the per share price of the common
stock of the Company as at the date of this Debenture
multiplied by the number of shares of the Obligation to be
determined by the Company in its discretion.
2.2 Within five working days from the date of the Payment Notice,
the Company shall forward to the Holder the Cash Payment, and
share certificates for the number of shares representing
unpaid balance of the Obligation, if any. Thereafter, this
Debenture will terminate and the Company's obligations under
this Debenture shall be deemed completed.
2.3 The Company will not, by amendment of its articles or through
any reorganization, recapitalization, transfer of assets,
consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, where the intent of
any such act is to avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions hereof and in
the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder
against impairment.
Page 1 of 3
3. General Undertakings and Covenants of the Company
3.1 As long as the Debenture is outstanding and in addition to any
rights which the Holder may have as a shareholder of the Company,
the Company undertakes and covenants in favour of the Holder:
(a) to fully perform the terms of this Debenture,
including, where the Company resolves to consolidate
its authorized share capital, the issuance of such
number of consolidated shares upon completion of the
consolidation, on the basis the Obligations and the
consolidation ratio.
(b) if any filing is required to be made with any
appropriate regulatory authority, or any other step
is required before this Debenture may be legally
issued, to take such action so required at its own
expense;
4. Notices
4.1 All notices or demands hereunder to the parties hereto shall
be sufficiently given if made in writing and faxed or
delivered by a nationally recognized courier and addressed to
the parties, respectively as follows:
if to the Company, to:
Attention: President
Fax Number: 000-000-0000
and if to the Holder, to:
Room 1-2, Building 00, Xx Xxxx Xx, Xxxxxx Xxxxxxxx,
Xxxxxxx, Xxxxx,000000
4.2 Either the Company or any Holder may change the address to
which notices or demands shall be delivered to the Holder or
the Company by like notice given at least ten (10) days before
the effective date of such change of address.
5. Expenses. Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.
6. Further Assurances. The Company, from time to time forthwith upon a request
from the Holder, shall do, make and execute all such further assignments,
documents, acts, matters and things as may be required by the Holder with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.
Page 2 of 3
7. Governing Law. This Debenture shall be governed by the laws of the
State of Nevada, USA.
8. Headings. The headings of the sections of this Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.
9. Expiry. This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.
10. Entire Agreement. This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.
IN WITNESS WHEREOF China NetTV Holdings Inc. has caused this Debenture to be
signed under its corporate seal by duly authorized officers and to be dated as
of the day and year first above written.
CHINA NETTV HOLDINGS INC.
By:
--------------------------------------
Name:
Title:
Page 3 of 3
CHINA NETTV HOLDINGS INC. (the "Company")
Convertible Debenture
Effective as of November 5, 2004
1. Obligations to Issue. Pursuant to a share exchange agreement (the "Share
Exchange Agreement") between the Company and Highland Shareholders dated
November 5, 2004, the Company hereby acknowledges its obligation to issue to __
Xxxx Xxxxx _____and/or his nominees (together the "Holder")
__3,290,000____shares in the common stock of the Company (the "Obligations")
and, accordingly, promises by way of this Debenture to perform and complete the
Obligations, upon completion of amendment of the Company's authorized share
capital and pursuant to terms and conditions of this Debenture. The Holder
acknowledges and agrees that, in the event the Company resolves to consolidate
its authorized share capital, the Holder shall be issued such number of shares
upon completion of such consolidation, on the basis of the Obligations and the
consolidation ratio.
2. Cash Payment by the Company in Lieu of Shares
2.1 The Company shall have the option, at any time within 90 days
of the date of this Debenture, to send a notice ("Payment
Notice") to the Holder indicating that the Company intends to
pay the Holder a cash payment to satisfy all or part of the
Obligations (the "Cash Payment"). The Cash Payment shall be
calculated on the basis of the per share price of the common
stock of the Company as at the date of this Debenture
multiplied by the number of shares of the Obligation to be
determined by the Company in its discretion.
2.2 Within five working days from the date of the Payment Notice,
the Company shall forward to the Holder the Cash Payment, and
share certificates for the number of shares representing
unpaid balance of the Obligation, if any. Thereafter, this
Debenture will terminate and the Company's obligations under
this Debenture shall be deemed completed.
2.3 The Company will not, by amendment of its articles or through
any reorganization, recapitalization, transfer of assets,
consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, where the intent of
any such act is to avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions hereof and in
the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder
against impairment.
Page 1 of 3
3. General Undertakings and Covenants of the Company
3.1 As long as the Debenture is outstanding and in addition to any
rights which the Holder may have as a shareholder of the Company,
the Company undertakes and covenants in favour of the Holder:
(a) to fully perform the terms of this Debenture,
including, where the Company resolves to consolidate
its authorized share capital, the issuance of such
number of consolidated shares upon completion of the
consolidation, on the basis the Obligations and the
consolidation ratio.
(b) if any filing is required to be made with any
appropriate regulatory authority, or any other step
is required before this Debenture may be legally
issued, to take such action so required at its own
expense;
4. Notices
4.1 All notices or demands hereunder to the parties hereto shall
be sufficiently given if made in writing and faxed or
delivered by a nationally recognized courier and addressed to
the parties, respectively as follows:
if to the Company, to:
Attention: President
Fax Number: 000-000-0000
and if to the Holder, to:
Room 1-2, Building 00, Xx Xxxx Xx, Xxxxxx Xxxxxxxx,
Xxxxxxx, Xxxxx,000000
4.2 Either the Company or any Holder may change the address to
which notices or demands shall be delivered to the Holder or
the Company by like notice given at least ten (10) days before
the effective date of such change of address.
5. Expenses. Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.
6. Further Assurances. The Company, from time to time forthwith upon a request
from the Holder, shall do, make and execute all such further assignments,
documents, acts, matters and things as may be required by the Holder with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.
Page 2 of 3
7. Governing Law. This Debenture shall be governed by the laws of the
State of Nevada, USA.
8. Headings. The headings of the sections of this Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.
9. Expiry. This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.
10. Entire Agreement. This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.
IN WITNESS WHEREOF China NetTV Holdings Inc. has caused this Debenture to be
signed under its corporate seal by duly authorized officers and to be dated as
of the day and year first above written.
CHINA NETTV HOLDINGS INC.
By:
--------------------------------------
Name:
Title:
Page 3 of 3
CHINA NETTV HOLDINGS INC. (the "Company")
Convertible Debenture
Effective as of November 5, 2004
1. Obligations to Issue. Pursuant to a share exchange agreement (the "Share
Exchange Agreement") between the Company and Highland Shareholders dated
November 5, 2004, the Company hereby acknowledges its obligation to issue to __
Xxxx Xx Xxx __and/or his nominees (together the "Holder") 3,525,000___shares in
the common stock of the Company (the "Obligations") and, accordingly, promises
by way of this Debenture to perform and complete the Obligations, upon
completion of amendment of the Company's authorized share capital and pursuant
to terms and conditions of this Debenture. The Holder acknowledges and agrees
that, in the event the Company resolves to consolidate its authorized share
capital, the Holder shall be issued such number of shares upon completion of
such consolidation, on the basis of the Obligations and the consolidation ratio.
2. Cash Payment by the Company in Lieu of Shares
2.1 The Company shall have the option, at any time within 90 days
of the date of this Debenture, to send a notice ("Payment
Notice") to the Holder indicating that the Company intends to
pay the Holder a cash payment to satisfy all or part of the
Obligations (the "Cash Payment"). The Cash Payment shall be
calculated on the basis of the per share price of the common
stock of the Company as at the date of this Debenture
multiplied by the number of shares of the Obligation to be
determined by the Company in its discretion.
2.2 Within five working days from the date of the Payment Notice,
the Company shall forward to the Holder the Cash Payment, and
share certificates for the number of shares representing
unpaid balance of the Obligation, if any. Thereafter, this
Debenture will terminate and the Company's obligations under
this Debenture shall be deemed completed.
2.3 The Company will not, by amendment of its articles or through
any reorganization, recapitalization, transfer of assets,
consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, where the intent of
any such act is to avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions hereof and in
the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder
against impairment.
Page 1 of 3
3. General Undertakings and Covenants of the Company
3.1 As long as the Debenture is outstanding and in addition to any
rights which the Holder may have as a shareholder of the Company,
the Company undertakes and covenants in favour of the Holder:
(a) to fully perform the terms of this Debenture,
including, where the Company resolves to consolidate
its authorized share capital, the issuance of such
number of consolidated shares upon completion of the
consolidation, on the basis the Obligations and the
consolidation ratio.
(b) if any filing is required to be made with any
appropriate regulatory authority, or any other step
is required before this Debenture may be legally
issued, to take such action so required at its own
expense;
4. Notices
4.1 All notices or demands hereunder to the parties hereto shall
be sufficiently given if made in writing and faxed or
delivered by a nationally recognized courier and addressed to
the parties, respectively as follows:
if to the Company, to:
Attention: President
Fax Number: 000-000-0000
and if to the Holder, to:
Room 1-2, Building 00, Xx Xxxx Xx, Xxxxxx Xxxxxxxx,
Xxxxxxx, Xxxxx,000000
4.2 Either the Company or any Holder may change the address to
which notices or demands shall be delivered to the Holder or
the Company by like notice given at least ten (10) days before
the effective date of such change of address.
5. Expenses. Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.
6. Further Assurances. The Company, from time to time forthwith upon a request
from the Holder, shall do, make and execute all such further assignments,
documents, acts, matters and things as may be required by the Holder with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.
Page 2 of 3
7. Governing Law. This Debenture shall be governed by the laws of the
State of Nevada, USA.
8. Headings. The headings of the sections of this Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.
9. Expiry. This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.
10. Entire Agreement. This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.
IN WITNESS WHEREOF China NetTV Holdings Inc. has caused this Debenture to be
signed under its corporate seal by duly authorized officers and to be dated as
of the day and year first above written.
CHINA NETTV HOLDINGS INC.
By:
--------------------------------------
Name:
Title:
Page 3 of 3
CHINA NETTV HOLDINGS INC. (the "Company")
Convertible Debenture
Effective as of November 5, 2004
1. Obligations to Issue. Pursuant to a share exchange agreement (the "Share
Exchange Agreement") between the Company and Highland Shareholders dated
November 5, 2004, the Company hereby acknowledges its obligation to issue to __
Xxxx Xxx __and/or his nominees (together the "Holder") 9,400,000 shares in the
common stock of the Company (the "Obligations") and, accordingly, promises by
way of this Debenture to perform and complete the Obligations, upon completion
of amendment of the Company's authorized share capital and pursuant to terms and
conditions of this Debenture. The Holder acknowledges and agrees that, in the
event the Company resolves to consolidate its authorized share capital, the
Holder shall be issued such number of shares upon completion of such
consolidation, on the basis of the Obligations and the consolidation ratio.
2. Cash Payment by the Company in Lieu of Shares
2.1 The Company shall have the option, at any time within 90 days
of the date of this Debenture, to send a notice ("Payment
Notice") to the Holder indicating that the Company intends to
pay the Holder a cash payment to satisfy all or part of the
Obligations (the "Cash Payment"). The Cash Payment shall be
calculated on the basis of the per share price of the common
stock of the Company as at the date of this Debenture
multiplied by the number of shares of the Obligation to be
determined by the Company in its discretion.
2.2 Within five working days from the date of the Payment Notice,
the Company shall forward to the Holder the Cash Payment, and
share certificates for the number of shares representing
unpaid balance of the Obligation, if any. Thereafter, this
Debenture will terminate and the Company's obligations under
this Debenture shall be deemed completed.
2.3 The Company will not, by amendment of its articles or through
any reorganization, recapitalization, transfer of assets,
consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, where the intent of
any such act is to avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions hereof and in
the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder
against impairment.
Page 1 of 3
3. General Undertakings and Covenants of the Company
3.1 As long as the Debenture is outstanding and in addition to any
rights which the Holder may have as a shareholder of the Company,
the Company undertakes and covenants in favour of the Holder:
(a) to fully perform the terms of this Debenture,
including, where the Company resolves to consolidate
its authorized share capital, the issuance of such
number of consolidated shares upon completion of the
consolidation, on the basis the Obligations and the
consolidation ratio.
(b) if any filing is required to be made with any
appropriate regulatory authority, or any other step
is required before this Debenture may be legally
issued, to take such action so required at its own
expense;
4. Notices
4.1 All notices or demands hereunder to the parties hereto shall
be sufficiently given if made in writing and faxed or
delivered by a nationally recognized courier and addressed to
the parties, respectively as follows:
if to the Company, to:
Attention: President
Fax Number: 000-000-0000
and if to the Holder, to:
Room 1-2, Building 00, Xx Xxxx Xx, Xxxxxx Xxxxxxxx,
Xxxxxxx, Xxxxx,000000
4.2 Either the Company or any Holder may change the address to
which notices or demands shall be delivered to the Holder or
the Company by like notice given at least ten (10) days before
the effective date of such change of address.
5. Expenses. Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.
6. Further Assurances. The Company, from time to time forthwith upon a request
from the Holder, shall do, make and execute all such further assignments,
documents, acts, matters and things as may be required by the Holder with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.
Page 2 of 3
7. Governing Law. This Debenture shall be governed by the laws of the
State of Nevada, USA.
8. Headings. The headings of the sections of this Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.
9. Expiry. This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.
10. Entire Agreement. This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.
IN WITNESS WHEREOF China NetTV Holdings Inc. has caused this Debenture to be
signed under its corporate seal by duly authorized officers and to be dated as
of the day and year first above written.
CHINA NETTV HOLDINGS INC.
By:
--------------------------------------
Name:
Title:
Page 3 of 3
CHINA NETTV HOLDINGS INC. (the "Company")
Convertible Debenture
Effective as of November 5, 2004
1. Obligations to Issue. Pursuant to a share exchange agreement (the "Share
Exchange Agreement") between the Company and Highland Shareholders dated
November 5, 2004, the Company hereby acknowledges its obligation to issue to __
Xxxx Xxx ____and/or his nominees (together the "Holder") __2,350,000__shares in
the common stock of the Company (the "Obligations") and, accordingly, promises
by way of this Debenture to perform and complete the Obligations, upon
completion of amendment of the Company's authorized share capital and pursuant
to terms and conditions of this Debenture. The Holder acknowledges and agrees
that, in the event the Company resolves to consolidate its authorized share
capital, the Holder shall be issued such number of shares upon completion of
such consolidation, on the basis of the Obligations and the consolidation ratio.
2. Cash Payment by the Company in Lieu of Shares
2.1 The Company shall have the option, at any time within 90 days
of the date of this Debenture, to send a notice ("Payment
Notice") to the Holder indicating that the Company intends to
pay the Holder a cash payment to satisfy all or part of the
Obligations (the "Cash Payment"). The Cash Payment shall be
calculated on the basis of the per share price of the common
stock of the Company as at the date of this Debenture
multiplied by the number of shares of the Obligation to be
determined by the Company in its discretion.
2.2 Within five working days from the date of the Payment Notice,
the Company shall forward to the Holder the Cash Payment, and
share certificates for the number of shares representing
unpaid balance of the Obligation, if any. Thereafter, this
Debenture will terminate and the Company's obligations under
this Debenture shall be deemed completed.
2.3 The Company will not, by amendment of its articles or through
any reorganization, recapitalization, transfer of assets,
consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, where the intent of
any such act is to avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions hereof and in
the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder
against impairment.
Page 1 of 3
3. General Undertakings and Covenants of the Company
3.1 As long as the Debenture is outstanding and in addition to any
rights which the Holder may have as a shareholder of the Company,
the Company undertakes and covenants in favour of the Holder:
(a) to fully perform the terms of this Debenture,
including, where the Company resolves to consolidate
its authorized share capital, the issuance of such
number of consolidated shares upon completion of the
consolidation, on the basis the Obligations and the
consolidation ratio.
(b) if any filing is required to be made with any
appropriate regulatory authority, or any other step
is required before this Debenture may be legally
issued, to take such action so required at its own
expense;
4. Notices
4.1 All notices or demands hereunder to the parties hereto shall
be sufficiently given if made in writing and faxed or
delivered by a nationally recognized courier and addressed to
the parties, respectively as follows:
if to the Company, to:
Attention: President
Fax Number: 000-000-0000
and if to the Holder, to:
Room 1-2, Building 00, Xx Xxxx Xx, Xxxxxx Xxxxxxxx,
Xxxxxxx, Xxxxx,000000
4.2 Either the Company or any Holder may change the address to
which notices or demands shall be delivered to the Holder or
the Company by like notice given at least ten (10) days before
the effective date of such change of address.
5. Expenses. Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.
6. Further Assurances. The Company, from time to time forthwith upon a request
from the Holder, shall do, make and execute all such further assignments,
documents, acts, matters and things as may be required by the Holder with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.
Page 2 of 3
7. Governing Law. This Debenture shall be governed by the laws of the
State of Nevada, USA.
8. Headings. The headings of the sections of this Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.
9. Expiry. This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.
10. Entire Agreement. This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.
IN WITNESS WHEREOF China NetTV Holdings Inc. has caused this Debenture to be
signed under its corporate seal by duly authorized officers and to be dated as
of the day and year first above written.
CHINA NETTV HOLDINGS INC.
By:
--------------------------------------
Name:
Title:
Page 3 of 3
CHINA NETTV HOLDINGS INC. (the "Company")
Convertible Debenture
Effective as of November 5, 2004
1. Obligations to Issue. Pursuant to a share exchange agreement (the "Share
Exchange Agreement") between the Company and Highland Shareholders dated
November 5, 2004, the Company hereby acknowledges its obligation to issue to _
Xxxx Xxx ___and/or his nominees (together the "Holder") _5,640,000___shares in
the common stock of the Company (the "Obligations") and, accordingly, promises
by way of this Debenture to perform and complete the Obligations, upon
completion of amendment of the Company's authorized share capital and pursuant
to terms and conditions of this Debenture. The Holder acknowledges and agrees
that, in the event the Company resolves to consolidate its authorized share
capital, the Holder shall be issued such number of shares upon completion of
such consolidation, on the basis of the Obligations and the consolidation ratio.
2. Cash Payment by the Company in Lieu of Shares
2.1 The Company shall have the option, at any time within 90 days
of the date of this Debenture, to send a notice ("Payment
Notice") to the Holder indicating that the Company intends to
pay the Holder a cash payment to satisfy all or part of the
Obligations (the "Cash Payment"). The Cash Payment shall be
calculated on the basis of the per share price of the common
stock of the Company as at the date of this Debenture
multiplied by the number of shares of the Obligation to be
determined by the Company in its discretion.
2.2 Within five working days from the date of the Payment Notice,
the Company shall forward to the Holder the Cash Payment, and
share certificates for the number of shares representing
unpaid balance of the Obligation, if any. Thereafter, this
Debenture will terminate and the Company's obligations under
this Debenture shall be deemed completed.
2.3 The Company will not, by amendment of its articles or through
any reorganization, recapitalization, transfer of assets,
consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, where the intent of
any such act is to avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions hereof and in
the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder
against impairment.
Page 1 of 3
3. General Undertakings and Covenants of the Company
3.1 As long as the Debenture is outstanding and in addition to any
rights which the Holder may have as a shareholder of the Company,
the Company undertakes and covenants in favour of the Holder:
(a) to fully perform the terms of this Debenture,
including, where the Company resolves to consolidate
its authorized share capital, the issuance of such
number of consolidated shares upon completion of the
consolidation, on the basis the Obligations and the
consolidation ratio.
(b) if any filing is required to be made with any
appropriate regulatory authority, or any other step
is required before this Debenture may be legally
issued, to take such action so required at its own
expense;
4. Notices
4.1 All notices or demands hereunder to the parties hereto shall
be sufficiently given if made in writing and faxed or
delivered by a nationally recognized courier and addressed to
the parties, respectively as follows:
if to the Company, to:
Attention: President
Fax Number: 000-000-0000
and if to the Holder, to:
Room 1-2, Building 00, Xx Xxxx Xx, Xxxxxx Xxxxxxxx,
Xxxxxxx, Xxxxx,000000
4.2 Either the Company or any Holder may change the address to
which notices or demands shall be delivered to the Holder or
the Company by like notice given at least ten (10) days before
the effective date of such change of address.
5. Expenses. Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.
6. Further Assurances. The Company, from time to time forthwith upon a request
from the Holder, shall do, make and execute all such further assignments,
documents, acts, matters and things as may be required by the Holder with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.
Page 2 of 3
7. Governing Law. This Debenture shall be governed by the laws of the
State of Nevada, USA.
8. Headings. The headings of the sections of this Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.
9. Expiry. This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.
10. Entire Agreement. This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.
IN WITNESS WHEREOF China NetTV Holdings Inc. has caused this Debenture to be
signed under its corporate seal by duly authorized officers and to be dated as
of the day and year first above written.
CHINA NETTV HOLDINGS INC.
By:
--------------------------------------
Name:
Title:
Page 3 of 3
CHINA NETTV HOLDINGS INC. (the "Company")
Convertible Debenture
Effective as of November 5, 2004
1. Obligations to Issue. Pursuant to a share exchange agreement (the "Share
Exchange Agreement") between the Company and Highland Shareholders dated
November 5, 2004, the Company hereby acknowledges its obligation to issue to __
Xx Xxxx Bin _____and/or his nominees (together the "Holder") __235,000__shares
in the common stock of the Company (the "Obligations") and, accordingly,
promises by way of this Debenture to perform and complete the Obligations, upon
completion of amendment of the Company's authorized share capital and pursuant
to terms and conditions of this Debenture. The Holder acknowledges and agrees
that, in the event the Company resolves to consolidate its authorized share
capital, the Holder shall be issued such number of shares upon completion of
such consolidation, on the basis of the Obligations and the consolidation ratio.
2. Cash Payment by the Company in Lieu of Shares
2.1 The Company shall have the option, at any time within 90 days
of the date of this Debenture, to send a notice ("Payment
Notice") to the Holder indicating that the Company intends to
pay the Holder a cash payment to satisfy all or part of the
Obligations (the "Cash Payment"). The Cash Payment shall be
calculated on the basis of the per share price of the common
stock of the Company as at the date of this Debenture
multiplied by the number of shares of the Obligation to be
determined by the Company in its discretion.
2.2 Within five working days from the date of the Payment Notice,
the Company shall forward to the Holder the Cash Payment, and
share certificates for the number of shares representing
unpaid balance of the Obligation, if any. Thereafter, this
Debenture will terminate and the Company's obligations under
this Debenture shall be deemed completed.
2.3 The Company will not, by amendment of its articles or through
any reorganization, recapitalization, transfer of assets,
consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, where the intent of
any such act is to avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions hereof and in
the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder
against impairment.
Page 1 of 3
3. General Undertakings and Covenants of the Company
3.1 As long as the Debenture is outstanding and in addition to any
rights which the Holder may have as a shareholder of the Company,
the Company undertakes and covenants in favour of the Holder:
(a) to fully perform the terms of this Debenture,
including, where the Company resolves to consolidate
its authorized share capital, the issuance of such
number of consolidated shares upon completion of the
consolidation, on the basis the Obligations and the
consolidation ratio.
(b) if any filing is required to be made with any
appropriate regulatory authority, or any other step
is required before this Debenture may be legally
issued, to take such action so required at its own
expense;
4. Notices
4.1 All notices or demands hereunder to the parties hereto shall
be sufficiently given if made in writing and faxed or
delivered by a nationally recognized courier and addressed to
the parties, respectively as follows:
if to the Company, to:
Attention: President
Fax Number: 000-000-0000
and if to the Holder, to:
Room 1-2, Building 00, Xx Xxxx Xx, Xxxxxx Xxxxxxxx,
Xxxxxxx, Xxxxx,000000
4.2 Either the Company or any Holder may change the address to
which notices or demands shall be delivered to the Holder or
the Company by like notice given at least ten (10) days before
the effective date of such change of address.
5. Expenses. Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.
6. Further Assurances. The Company, from time to time forthwith upon a request
from the Holder, shall do, make and execute all such further assignments,
documents, acts, matters and things as may be required by the Holder with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.
Page 2 of 3
7. Governing Law. This Debenture shall be governed by the laws of the
State of Nevada, USA.
8. Headings. The headings of the sections of this Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.
9. Expiry. This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.
10. Entire Agreement. This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.
IN WITNESS WHEREOF China NetTV Holdings Inc. has caused this Debenture to be
signed under its corporate seal by duly authorized officers and to be dated as
of the day and year first above written.
CHINA NETTV HOLDINGS INC.
By:
--------------------------------------
Name:
Title:
Page 3 of 3
CHINA NETTV HOLDINGS INC. (the "Company")
Convertible Debenture
Effective as of November 5, 2004
1. Obligations to Issue. Pursuant to a share exchange agreement (the "Share
Exchange Agreement") between the Company and Highland Shareholders dated
November 5, 2004, the Company hereby acknowledges its obligation to issue to _
Xxxxx Xxxx Kai __and/or his nominees (together the "Holder") _235,000_shares in
the common stock of the Company (the "Obligations") and, accordingly, promises
by way of this Debenture to perform and complete the Obligations, upon
completion of amendment of the Company's authorized share capital and pursuant
to terms and conditions of this Debenture. The Holder acknowledges and agrees
that, in the event the Company resolves to consolidate its authorized share
capital, the Holder shall be issued such number of shares upon completion of
such consolidation, on the basis of the Obligations and the consolidation ratio.
2. Cash Payment by the Company in Lieu of Shares
2.1 The Company shall have the option, at any time within 90 days
of the date of this Debenture, to send a notice ("Payment
Notice") to the Holder indicating that the Company intends to
pay the Holder a cash payment to satisfy all or part of the
Obligations (the "Cash Payment"). The Cash Payment shall be
calculated on the basis of the per share price of the common
stock of the Company as at the date of this Debenture
multiplied by the number of shares of the Obligation to be
determined by the Company in its discretion.
2.2 Within five working days from the date of the Payment Notice,
the Company shall forward to the Holder the Cash Payment, and
share certificates for the number of shares representing
unpaid balance of the Obligation, if any. Thereafter, this
Debenture will terminate and the Company's obligations under
this Debenture shall be deemed completed.
2.3 The Company will not, by amendment of its articles or through
any reorganization, recapitalization, transfer of assets,
consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, where the intent of
any such act is to avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions hereof and in
the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder
against impairment.
Page 1 of 3
3. General Undertakings and Covenants of the Company
3.1 As long as the Debenture is outstanding and in addition to any
rights which the Holder may have as a shareholder of the Company,
the Company undertakes and covenants in favour of the Holder:
(a) to fully perform the terms of this Debenture,
including, where the Company resolves to consolidate
its authorized share capital, the issuance of such
number of consolidated shares upon completion of the
consolidation, on the basis the Obligations and the
consolidation ratio.
(b) if any filing is required to be made with any
appropriate regulatory authority, or any other step
is required before this Debenture may be legally
issued, to take such action so required at its own
expense;
4. Notices
4.1 All notices or demands hereunder to the parties hereto shall
be sufficiently given if made in writing and faxed or
delivered by a nationally recognized courier and addressed to
the parties, respectively as follows:
if to the Company, to:
Attention: President
Fax Number: 000-000-0000
and if to the Holder, to:
Room 1-2, Building 00, Xx Xxxx Xx, Xxxxxx Xxxxxxxx,
Xxxxxxx, Xxxxx,000000
4.2 Either the Company or any Holder may change the address to
which notices or demands shall be delivered to the Holder or
the Company by like notice given at least ten (10) days before
the effective date of such change of address.
5. Expenses. Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.
6. Further Assurances. The Company, from time to time forthwith upon a request
from the Holder, shall do, make and execute all such further assignments,
documents, acts, matters and things as may be required by the Holder with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.
Page 2 of 3
7. Governing Law. This Debenture shall be governed by the laws of the
State of Nevada, USA.
8. Headings. The headings of the sections of this Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.
9. Expiry. This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.
10. Entire Agreement. This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.
IN WITNESS WHEREOF China NetTV Holdings Inc. has caused this Debenture to be
signed under its corporate seal by duly authorized officers and to be dated as
of the day and year first above written.
CHINA NETTV HOLDINGS INC.
By:
--------------------------------------
Name:
Title:
Page 3 of 3
CHINA NETTV HOLDINGS INC. (the "Company")
Convertible Debenture
Effective as of November 5, 2004
1. Obligations to Issue. Pursuant to a share exchange agreement (the "Share
Exchange Agreement") between the Company and Highland Shareholders dated
November 5, 2004, the Company hereby acknowledges its obligation to issue to _
Xxx Xxxxx Min __and/or his nominees (together the "Holder") _4,230,000_shares in
the common stock of the Company (the "Obligations") and, accordingly, promises
by way of this Debenture to perform and complete the Obligations, upon
completion of amendment of the Company's authorized share capital and pursuant
to terms and conditions of this Debenture. The Holder acknowledges and agrees
that, in the event the Company resolves to consolidate its authorized share
capital, the Holder shall be issued such number of shares upon completion of
such consolidation, on the basis of the Obligations and the consolidation ratio.
2. Cash Payment by the Company in Lieu of Shares
2.1 The Company shall have the option, at any time within 90 days
of the date of this Debenture, to send a notice ("Payment
Notice") to the Holder indicating that the Company intends to
pay the Holder a cash payment to satisfy all or part of the
Obligations (the "Cash Payment"). The Cash Payment shall be
calculated on the basis of the per share price of the common
stock of the Company as at the date of this Debenture
multiplied by the number of shares of the Obligation to be
determined by the Company in its discretion.
2.2 Within five working days from the date of the Payment Notice,
the Company shall forward to the Holder the Cash Payment, and
share certificates for the number of shares representing
unpaid balance of the Obligation, if any. Thereafter, this
Debenture will terminate and the Company's obligations under
this Debenture shall be deemed completed.
2.3 The Company will not, by amendment of its articles or through
any reorganization, recapitalization, transfer of assets,
consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, where the intent of
any such act is to avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions hereof and in
the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder
against impairment.
Page 1 of 3
3. General Undertakings and Covenants of the Company
3.1 As long as the Debenture is outstanding and in addition to any
rights which the Holder may have as a shareholder of the Company,
the Company undertakes and covenants in favour of the Holder:
(a) to fully perform the terms of this Debenture,
including, where the Company resolves to consolidate
its authorized share capital, the issuance of such
number of consolidated shares upon completion of the
consolidation, on the basis the Obligations and the
consolidation ratio.
(b) if any filing is required to be made with any
appropriate regulatory authority, or any other step
is required before this Debenture may be legally
issued, to take such action so required at its own
expense;
4. Notices
4.1 All notices or demands hereunder to the parties hereto shall
be sufficiently given if made in writing and faxed or
delivered by a nationally recognized courier and addressed to
the parties, respectively as follows:
if to the Company, to:
Attention: President
Fax Number: 000-000-0000
and if to the Holder, to:
Room 1-2, Building 00, Xx Xxxx Xx, Xxxxxx Xxxxxxxx,
Xxxxxxx, Xxxxx,000000
4.2 Either the Company or any Holder may change the address to
which notices or demands shall be delivered to the Holder or
the Company by like notice given at least ten (10) days before
the effective date of such change of address.
5. Expenses. Each party shall bear their own expenses as they relate to
the negotiation, preparation and execution of this Debenture.
6. Further Assurances. The Company, from time to time forthwith upon a request
from the Holder, shall do, make and execute all such further assignments,
documents, acts, matters and things as may be required by the Holder with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.
Page 2 of 3
7. Governing Law. This Debenture shall be governed by the laws of the
State of Nevada, USA.
8. Headings. The headings of the sections of this Debenture are inserted
for convenience only and shall not be deemed to constitute a part hereof.
9. Expiry. This Debenture shall expire upon full completion of the Obliga
-tions pursuant to the terms and conditions hereunder.
10. Entire Agreement. This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.
IN WITNESS WHEREOF China NetTV Holdings Inc. has caused this Debenture to be
signed under its corporate seal by duly authorized officers and to be dated as
of the day and year first above written.
CHINA NETTV HOLDINGS INC.
By:
--------------------------------------
Name:
Title:
Page 3 of 3
CHINA NETTV HOLDINGS INC.
Debenture
Effective as of November 5, 2004
1. Finder's Fee and Obligations to Issue. In consideration of services provided
by Xxxxxx Xxxxx Xxx (the "Holder") in connection with a share exchange agreement
(the "Share Exchange Agreement") between China NetTV Holdings Inc. (the
"Company") and Highlandmining Shareholders dated November 5, 2004, the Company
hereby acknowledges its obligation to pay a finder's fee to the Holder and,
accordingly, promises by way of this Debenture to issue to the Holder or his
nominees 9,639,000 shares (the "Finder's Fee Obligation") in the common stock of
the Company, upon completion of increase of the Company's authorized share
capital.
2. Cash Payment by the Company in Lieu of Shares
2.1 The Company shall have the option, at any time within 90 days
of the date of this Debenture, to send a notice ("Payment
Notice") to the Holder indicating that the Company intends to
pay the Holder a cash payment to satisfy all or part of the
Finder's Fee Obligation (the "Cash Payment"). The Cash Payment
shall be calculated on the basis of US$0.25 per share price of
the common stock of the Company, the date of such Payment
Notice to be determined by the Company in its discretion.
2.2 Within five working days from the date of the Payment Notice,
the Company shall forward to the Holder the Cash Payment, and
share certificates for the number of shares representing
unpaid balance of the Finder's Fee Obligation, if any.
Thereafter, this Debenture will terminate and the Company's
obligations under this Debenture shall be deemed completed.
2.3 The Company will not, by amendment of its articles or
through any reorganization, recapitalization, transfer of
assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, where the intent of
any such act is to avoid or seek to avoid the observance or
performance of any of the terms to be observed or
performed hereunder by the Company, but will at all times in
good faith assist in the carrying out of all the provisions
hereof and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of
the Holder against impairment.
3. General Undertakings and Covenants of the Company
3.1 As long as the Debenture is outstanding and in addition to any
rights which the Holder may have as a shareholder of the
Company, the Company undertakes and covenants in favour of the
Holder:
(a) to fully perform the terms of this Debenture.
(b) if any filing is required to be made with any
appropriate regulatory authority, or any other step
is required before this Debenture may be legally
issued, to take such action so required at its own
expense;
4. Notices
4.1 All notices or demands hereunder to the parties hereto shall
be sufficiently given if made in writing and faxed or
delivered by a nationally recognized courier and addressed to
the parties, respectively as follows:
if to the Company, to:
Attention: President _______________
Fax Number: 604-________________
and if to the Holder, to:
_______________
_______________
4.2 Either the Company or any Holder may change the address to
which notices or demands shall be delivered to the Holder or
the Company by like notice given at least ten (10) days before
the effective date of such change of address.
5. Expenses. Each party shall bear their own expenses as they relate to the
negotiation, preparation and execution of this Debenture.
6. Further Assurances. The Company, from time to time forthwith upon a request
from the Holder, shall do, make and execute all such further assignments,
documents, acts, matters and things as may be required by the Holder with
respect to this Debenture or any part hereof or thereof or as may be required to
give further affect to these presents.
7. Governing Law. This Debenture shall be governed by the laws of the State of
Nevada, USA.
8. Headings. The headings of the sections of this Debenture are inserted for
convenience only and shall not be deemed to constitute a part hereof.
9. Entire Agreement. This Debenture constitutes the entire agreement and
supercedes all other prior agreements and undertakings, both written and oral,
among the parties with respect of the subject matter hereof.
IN WITNESS WHEREOF China NetTV Holdings Inc. has caused this Debenture to be
signed under its corporate seal by duly authorized officers and to be dated as
of the day and year first above written.
CHINA NETTV HOLDINGS INC.
By: ____________________________
Name:_____________________________
Title: _____________________________
