EXHIBIT 10.29
THIS SUPPLEMENTAL AGREEMENT made this 4th day of November, 1999, by
and between EUROGAS, INC., a Utah corporation ("Eurogas"), and ARKELUND
DRIVE LLC.
R E C I T A L S
A. In connection with the execution of that certain Securities
Purchase Agreement and related agreements (collectively the "Agreements"),
and the issuance of the 1999 Series C. Convertible Preferred Stock of
EuroGas, EuroGas has, pursuant to that certain Escrow Agreement, delivered
8,500,000 shares of Big Horn Resources, Ltd. ("Big Horn"), a Canadian
corporation, to the Escrow Agent.
B. Pursuant to the terms of this Supplemental Agreement, the
parties have agreed that Arkelund Drive LLC is entitled to exchange the
1999 Series C. Convertible Preferred Stock for shares of Big Horn on the
following terms and conditions.
NOW, THEREFORE, the parties hereto mutually agree as follows:
1. Capitalized terms used in this Agreement and not defined
elsewhere in the securities Purchase Agreement shall have the following
meanings:
(a) The "Exchange Rate":
If the Exchange Date is x days
after the Closing Date The Exchange Rate is
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between 46 and 75 days 80.0%
more than 75 days 77.5%
(b) "Big Horn Common Stock" means the 8,500,000 shares of
common stock of Big Horn held of record by EuroGas
on the Closing Date.
(c) "Market Price" means (i) with respect to Big Horn
Common Stock, the average closing bid price of a share
of the Big Horn Common Stock as reported by Bloomberg,
L.P. for the five (5) trading days preceding the
respective Exchange Date.
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2. EuroGas warrants and represents that it owns the Big Horn
Common Stock free and clear of all liens and encumbrances, and that the
Big Horn Common Stock to be transferred to Arkelund Drive LLC pursuant to
this Supplemental Agreement are to be transferred free of any stop transfer
orders or restrictive legends, and shall be delivered with stock powers
duly endorsed.
3. Commencing forty-five (45) days after the issuance of 1999
Series C 6% Convertible Preferred Stock but prior to the Effective Date,
the holder is entitled, at its option to exchange each share of 1999
Series C 6% Convertible Preferred Stock for shares of Big Horn Comon
Stock at a rate equal to the product of the Exchange Rate and the Market
Price of the Big Horn Common Stock. The minimum number of shares of
1999 Series C 6% Convertible Preferred Stock the holder may exchange
under this Section is the number of shares of 1999 Series C 6%
Convertible Preferred Stock having a Liquidation Preference of at least
US $10,000 (unless if at the time of such election to exchange the
aggregate Liquidation Preference of all shares of shares of 1999 Series
C 6% Convertible Preferred Stock registered to the holder is less than
US $10,000, then the whole amount thereof).
4. Any accrued but unpaid dividends, whether or not declared, as of
the Exchange Date on any share of 1999 Series C 6% Convertible Preferred
Stock exchanged shall be paid at the time of exchange in (i) cash or in,
(ii) shares of Big Horn Common Stock.
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5. Any exchange shall be effected by sending to EuroGas, or its
attorney, the certificate representing the shares of 1999 Series C 6%
Convertible Preferred Stock to be exchanged and a facsimile or original
of a signed notice of exchange which evidences the holder's intention to
exchange the shares or a specified portion thereof ("Notice of Exchange"),
accompanied by a proper assignment if the shares of Common Stock (or Big
Horn Common Stock) are to be issued in a different name. No fractional
shares or scrip representing fractions of shares will be issued on
conversion (or exchange), but the number of shares issuable shall be
rounded down or up, as the case may be, to the nearest whole share.
Such Notice of Exchange shall be deemed effective on the Exchange Date.
Facsimile delivery of the Notice of Exchange shall be accepted by the
Corporation at facsimile number (000) 000-0000; ATTN: Chief Financial
Officer, or at any other facsimile number that the Corporation may provide
to the holder(s) of the 1999 Series C 6% Convertible Preferred Stock
subsequent to the date of this Agreement, with a copy to Xxxxxxx &
Xxxxxx, Esqs., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
6. In the event any of the terms of this Agreement and the Escrow
Agreement conflict, the terms of the Escrow Agreement shall prevail.
IN WITNESS WHEREOF, the parties have executed this Agreement the
day and year first above written.
EUROGAS, INC.
By:
________________________________
Its
________________________________
ARKELUND DRIVE LLC
By:
________________________________
Its
________________________________
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