Exhbit 10.1 - Debenture Purchase Agreement
DEBENTURE PURCHASE AGREEMENT
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DEBENTURE PURCHASE AGREEMENT (this "Agreement") dated as of June 20, 2003,
by and among the Purchasers set forth on Schedule 1 attached hereto (the
"Purchasers") and Alternative Energy Capital Inc., a Turks & Caicos company
("AEC"), and Future Ventures Ltd., a Turks & Caicos company ("Future," and,
together with AEC, the "Sellers").
W I T N E S S E T H:
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WHEREAS, Sellers have determined that it is in their best interest to sell
$262,790 original principal amount of Series A Debentures (the "Debentures") of
Satellite Enterprises Corp., a Nevada corporation (the "Company") held by them
for total aggregate consideration of $350,000;
WHEREAS, the Debentures have been issued and outstanding for not less than
one year.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE OF COMPANY STOCK
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1.1 Sale of Debentures. Subject to the terms and conditions herein stated,
the Sellers hereby agrees to sell, assign, transfer and deliver to
Purchaser on the Closing Date, all the Debentures, and all the
Purchasers agree to purchase from such Sellers on the Closing Date,
all of such Debentures, which shall be transferred to the Purchasers
as set forth on Schedule 1. The Debentures shall be duly endorsed in
blank, or accompanied by stock powers duly executed in blank, by the
respective Seller thereof. The Debentures are in the principal
amounts, and will be converted into the number of shares, as set forth
on Schedule 1.
1.2 Purchase Price. Purchaser shall deliver to Sellers, by wire transfer
to the trust account of Corporate Legal Services, LLP, an aggregate of
Three Hundred Fifty Thousand Dollars ($350,000), referred to herein as
the "Purchase Price". The parties acknowledge that due to bank charges
and possibly currency exchange rate fluctuations, certain purchasers
may pay slightly more or less than the amount required hereunder, and
all parties agree that Xxxxx Xxxxxx will pay any shortfall, and any
overpayment by any individual purchaser will be deemed as paid for the
benefit of Xxxxx Xxxxxx. The Purchaser shall pay the Purchase Price as
follows:
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(a) Purchaser shall deliver to Sellers, by wire transfer to the
account of Corporate Legal Services, LLP, the sum of Two Hundred
Seventy Three Thousand One Hundred Eleven Dollars and 76 cents
(USD$273,111.76) on the Closing Date;
(b) Those Purchasers who have not deposited the full purchase price,
as set forth on Schedule 1, shall execute and deliver to Sellers
the Convertible Debenture attached hereto as Exhibit A, which
provides for the payment of $76,888.24on or before September 2,
2003, and which shall be guaranteed by the Company.
1.3 Closing. The closing of the transactions referred to in Section 1.1
hereof (the "Closing") shall take place on or prior to June 25, 2003,
or at such other time as the parties may agree upon. Such time and
date are herein referred to as the "Closing Date." This transaction is
contingent upon the closing of the transactions set forth in that
certain Rights Agreement dated as of the date hereof between Satellite
Newspapers Worldwide BV, its shareholders and the Company.
ARTICLE II
CERTAIN AGREEMENTS
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Section 2.1 Reasonable Best Efforts. Each of the parties hereto agrees to
use its reasonable best efforts to take, or cause to be taken, all
action to do or cause to be done, and to assist and cooperate with the
other party hereto in doing, all things necessary, proper or advisable
to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Agreement,
including, but not limited to, (a) the obtaining of all necessary
waivers, consents and approvals from governmental or regulatory
agencies or authorities and the making of all necessary registrations
and filings and the taking of all reasonable steps as may be necessary
to obtain any approval or waiver from, or to avoid any action or
proceeding by, any governmental agency or authority, (b) the obtaining
of all necessary consents, approvals or waivers from stockholders and
other third parties and (c) the defending of any lawsuits or any other
legal proceedings, whether judicial or administrative, challenging
this Agreement or the consummation of the transactions contemplated
hereby, including, without limitation, seeking to have any temporary
restraining order entered by any court or administrative authority
vacated or reversed.
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Section 2.2. Lock-Up Agreement. Each of the Sellers hereto agree not to
sell, loan, pledge, assign, transfer, encumber, distribute, grant or
otherwise dispose of, directly or indirectly (collectively, a
"Transfer"), (a), for a period (the "First Lock-up Period") commencing
on the date hereof and ending June 20, 2004, seven hundred thousand
shares of common stock of the Company to be issued to Sellers upon
conversion of the remaining debentures held by them (the "First
Traunch Common Stock"), and (b) for a period (the "Second Lock-up
Period") commencing on the date hereof and ending ninety days from the
Closing Date, an additional seven hundred thousand shares of common
stock of the Company to be issued to Sellers upon conversion of the
remaining debentures held by them (the "Second Traunch Common Stock,"
and, together with the First Traunch Common Stock, the "Locked Up
Common Stock"), otherwise than (i) as a bona fide gift or gifts,
provided the donee or donees thereof agree to be bound by this Lock-up
Agreement, or (ii) any sale in a private transaction to an individual
who agrees to the lock-up provisions herein. Notwithstanding the
above, with respect to the Second Traunch Common Stock, Sellers shall
have the right to sell only up to an aggregate of 150,000 shares of
Common Stock in any one month commencing Ninety (90) days after the
Closing Date, and ending on December 20, 2003. The foregoing
restriction is expressly agreed to preclude the Sellers from engaging
during the Lock-up Period in any hedging or other transaction which is
designed to, or reasonably expected to lead to or result in a
Disposition of the Locked Up Common Stock, even if such Locked Up
Common Stock would be disposed of by someone other than the
undersigned.
In the event the Company breaches any covenant or obligation in that
certain Debenture, dated as of the date hereof, held by Future Ventures, Ltd.
(the "2003 Debenture"), or any default or Event of Default occurs or exists as
defined therein, then the provisions of this Section 2.2 shall immediately
terminate and be of no force or effect. This provision shall terminate
automatically upon payment in full of such 2003 Debenture on or prior to
September 2, 2003.
So long as the provisions of this Section 2.2 are in effect, the Sellers
shall have the right to request from the Company's transfer agent and receive a
shareholder list of the Company from time to time, at the expense of Sellers.
This paragraph shall serve as the Company's irrevocable authorization and
instruction to the Company's transfer agent from time to time to provide such
shareholder list to the Sellers, at the expense of Sellers, upon the written
request of any of the Sellers.
Section 2.3. The undersigned, Xxxxx Xxxxxx, hereby represents and warrants
that he is the duly and validly appointed Attorney In Fact for each of
the Purchasers set forth on Schedule 1 attached hereto, and that this
Agreement is binding and in full force and effect against each such
Purchaser.
Section 2.4. The Purchasers shall not approve, and shall cause any
transferee of their shares to agree not to approve and take such
action as is necessary to prevent, the Company from effecting any
reverse split of its Common Stock at any time prior to November 31,
2004, without the written consent of AEC and Future.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES
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To induce Purchasers to acquire the Debentures, Seller hereby represents
and warrants to Purchaser, as of the date hereof and as of the Closing Date, as
follows:
Section 3.01. Ownership of Rights. Seller is the true and lawful owner of
the Debentures, free and clear of any claims, restrictions, liens or
encumbrances, and has all the necessary power and authority to convey,
transfer, and assign the Debentures to Purchaser. The Debentures were
entered into by the Company, and the Debentures were fully funded,
prior to June 23, 2001.
Section 3.02. Delivery of Rights. Upon delivery to Purchaser on the Closing
Date of the instruments of conveyance with respect to the Debentures,
Purchaser will acquire good and marketable title to the Debentures
free and clear of all claims, liens, mortgages, easements, leases,
convenants, restrictions, pledges, charges, security interests, or
other encumbrances.
Section 3.03. Organization of Good Standing. Seller is a corporation duly
organized, validly existing and in good standing under the laws of the
Turks & Caicos and has all requisite corporate power to execute,
deliver and perform the provisions of this Agreement and the
transactions contemplated hereby.
Section 3.04. Authorization. The execution and delivery of this Agreement
by Seller and the consummation of the transactions contemplated hereby
will, as of the Closing Date, have been duly and validly authorized by
all necessary corporate action on the part of the Seller. This
Agreement is and represents the valid and legally binding obligations
of Seller, enforceable in accordance with their terms, except as
limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other laws of general application referring to or
affecting enforcement of creditors' rights, and by general equitable
principals.
Section 3.05. Effect of this Agreement. The execution and delivery of this
Agreement, the consummation of the transactions contemplated hereby,
and the compliance by Seller with any of the provisions hereof will
not: (i) conflict with or result in a breach of any provision of its
Certificate of Incorporation or By-Laws; or (ii) to the best knowledge
of the Seller, result in any breach or violation of the terms of any
agreement by which the Seller is bound or of any decree, injunction,
judgment, order, law, rule or regulation, now in effect and to which
Seller (or the Debentures) is subject.
Section 3.06. Disclosure. Tot the best of Sellers' knowledge, there are no
present investigations or inquiries from any regulatory authorities
having jurisdiction over the Debentures, Sellers or Satellite
Enterprises Corp.
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ARTICLE IV
MISCELLANEOUS
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Section 4.1 Expenses. Except as otherwise provided in this Agreement, each
party to this Agreement will bear its respective fees and expenses
incurred in connection with the preparation, negotiation, execution
and performance of this Agreement and the transactions contemplated
herein. If this Agreement is terminated, the obligation of each party
to pay its own fees and expenses will be subject to any rights of such
party arising from a breach of this Agreement by another party.
Section 4.2 Waiver; Remedies Cumulative. The rights and remedies of the
parties to this Agreement are cumulative and not alternative. Neither
any failure nor any delay by any party in exercising any right, power
or privilege under this Agreement or any of the documents referred to
in this Agreement will operate as a waiver of such right, power or
privilege, and no single or partial exercise of any such right, power
or privilege will preclude any other or further exercise of such
right, power or privilege or the exercise of any other right, power or
privilege. To the maximum extent permitted by applicable law, (a) no
claim or right arising out of this Agreement or any of the documents
referred to in this Agreement can be discharged by one party, in whole
or in part, by a waiver or renunciation of the claim or right unless
in writing signed by the other party; (b) no waiver that may be given
by a party will be applicable except in the specific instance for
which it is given; and (c) no notice to or demand on one party will be
deemed to be a waiver of any obligation of that party or of the right
of the party giving such notice or demand to take further action
without notice or demand as provided in this Agreement or the
documents referred to in this Agreement.
Section 4.3 Entire Agreement and Modification. This Agreement supersedes
all prior agreements, whether written or oral, between the parties
with respect to its subject matter, and constitutes a complete and
exclusive statement of the terms of the agreement between the parties
with respect to its subject matter. This Agreement may not be amended,
supplemented, or otherwise modified except by a written agreement
executed by the party to be charged with the amendment.
Section 4.4 Assignments, Successors and No Third-Party Rights. Any party
may assign any of its rights or delegate any of its obligations under
this Agreement. This Agreement will apply to, be binding in all
respects upon and inure to the benefit of the successors and permitted
assigns of the parties. Nothing expressed or referred to in this
Agreement will be construed to give any Person other than the parties
to this Agreement any legal or equitable right, remedy or claim under
or with respect to this Agreement or any provision of this Agreement,
except such rights as shall inure to a successor or permitted assignee
pursuant to this Section.
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Section 4.5 Severability. If any provision of this Agreement is held
invalid or unenforceable by any court of competent jurisdiction, the
other provisions of this Agreement will remain in full force and
effect. Any provision of this Agreement held invalid or unenforceable
only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.
Section 4.6 Construction. The headings of Articles and Sections in this
Agreement are provided for convenience only and will not affect its
construction or interpretation. All references to "Articles" and
"Sections" refer to the corresponding Articles and Sections of this
Agreement.
Section 4.7 Time of Essence. With regard to all dates and time periods set
forth or referred to in this Agreement, time is of the essence.
Section 4.8 Governing Law; Consent to Jurisdiction. (a) The interpretation
and construction of this Agreement, and all matters relating hereto,
shall be governed by the laws of the State of California applicable to
contracts made and to be performed entirely within the State of
California.
(b) Any proceeding, action, litigation or claim (a "Proceeding") arising
out of or relating to this Agreement or any of the transactions
contemplated herein may be brought in the courts of the State of
California, County of Los Angeles, or, if it has or can acquire
jurisdiction, in the United States District Court for the Central
District of California, and each of the parties irrevocably submits to
the exclusive jurisdiction of each such court in any such Proceeding,
waives any objection it may now or hereafter have to venue or to
convenience of forum, agrees that all claims in respect of the
Proceeding shall be heard and determined only in any such court and
agrees not to bring any Proceeding arising out of or relating to this
Agreement or any of the transactions contemplated herein in any other
court. The parties agree that either or both of them may file a copy
of this paragraph with any court as written evidence of the knowing,
voluntary and bargained agreement between the parties irrevocably to
waive any objections to venue or to convenience of forum. Each party
hereto hereby consents to process being served in any such action or
proceeding by the mailing of a copy thereof to the address set forth
opposite its name below and agrees that such service upon receipt
shall constitute good and sufficient service of process or notice
thereof. Nothing in this paragraph shall affect or eliminate any right
to serve process in any other manner permitted by law.
Section 4.9 WAIVER OF JURY TRIAL. THE PARTIES HEREBY WAIVE ANY RIGHT TO
TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT
OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF
THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING,
VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO
WAIVE TRIAL BY JURY AND THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM
RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS
SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE
SITTING WITHOUT A JURY.
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Section 4.10 Execution of Agreement. This Agreement may be executed in one
or more counterparts, each of which will be deemed to be an original
copy of this Agreement and all of which, when taken together, will be
deemed to constitute one and the same agreement. The exchange of
copies of this Agreement and of signature pages by facsimile
transmission shall constitute effective execution and delivery of this
Agreement as to the parties and may be used in lieu of the original
Agreement for all purposes. Signatures of the parties transmitted by
facsimile shall be deemed to be their original signatures for all
purposes.
IN WITNESS WHEREOF, each of the parties have caused this Agreement to be
executed by their respective officers who have been duly authorized, all as of
the day and year first above written.
Sellers: Purchasers:
Alternative Energy Capital Inc. Xxxxx Xxxxxx, for all Purchasers set
a Turks & Caicos company forth on Schedule 1 as their duly
and lawfully appointed Attorney in
Fact under a Power of Attorney
By: /s/ Xxxx Xxxx By: /s/ Xxxxx Xxxxxx
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Name: Xxxx Xxxx Name: Xxxxx Xxxxxx
Title: Director/Authorized Officer Title: Attorney in Fact/Authorized
Representative
Future Ventures Ltd.
A Turks & Caicos company
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Director/Authorized Officer
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SCHEDULE 1
PURCHASERS
Shares. Princ. Amt. Purch. Price Amt.
Paid Debenture
Odessa Beheer BV 1,829,268 $ 28,277.30 $ 37,500.00 $ 37,500.00
Total Look BV 1,829,268 $ 28,277.30 $ 37,500.00 $ 37,500.00
Xx. X. Xxxxxxx 900,000 $ 13,912.43 $ 18,450.00 $ 18,430.50
Xxx. X.X. Xxxxxxxxx 900,000 $ 13,912.43 $ 18,450.00 $ 18,456.00
Xx. X. Xxxxxx 900,000 $ 13,912.43 $ 18,450.00 $ 18,450.00
Xxx. X. Xxxxxxxxx 900,000 $ 13,912.43 $ 18,450.00 $ 18,450.00
Xx. X.X. Xx Xxxxxx 300,000 $ 4,637.48 $ 6,150.00 $ 6,150.00
Crown Union Investment Ltd. 1,032,425 $ 15,959.49 $ 21,164.71 $ 21,155.00
Xx. X. Xxxxxx 932,425 $ 14,413.67 $ 19,114.71 $ 19,114.71
Mr. B.R. Dewis 487,805 $ 7,540.62 $ 10,000.00 $ 10,000.00
Mr. J.L.M. van Der Walle 900,000 $ 13,912.43 $ 18,450.00 $ 18,450.00
Mr. H.E. Xxxxxxx 900,000 $ 13,912.43 $ 18,450.00 $ 18,450.00
Ornskold Gruppen Holding BV 3,280,750 $ 50,714.69 $ 67,255.38 $ 67,255.38
Burest Holding BV 857,890 $ 13,261.49 $ 17,586.75 $ 17,586.75
Xx. X. X. xxx Xxxxxx 110,550 $ 1,708.91 $ 2,266.28 $ 2,266.28
Xx. Xxxxx Xxxxxxx 165,440 $ 2,557.41 $ 3,391.52 $ 3,391.52
Xxxxx Xxxxxx 774,179 $ 11,967.46 $ 17,370.66 $ 1,291.67 $ 16,078.99
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17,000,000 $262,790.43 $350,000.00 $273,111.76 $ 76,888.24
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