EX-4.19 AGREEMENT - BEACON CAPITAL PARTNERS, LLP
CONFIDENTIAL AGREEMENT
This agreement ("Agreement") describes the transaction (the "Transaction")
between Consygen Inc. ("Consygen" or the "Company") and Beacon Capital Partners,
LLP ("Beacon") whereby Consygen will issue to Beacon authorized and as-yet
unregistered common stock in the amount of One Million Dollars ($1,000,000) at
the agreed-to price of $0.09 per share, for a total of 11,111,111 common shares
(the "Shares").
Beacon agrees that it will make weekly payments to Consygen at the
above-stated price per share until the earlier of (a) all of Shares have been
purchased and funds issued to Consygen; or (b) thirty-five (35) days after the
execution of this Agreement (the "Maturity Date"). In the event that all of the
shares have not been purchased at the Maturity Date, Consygen has the sole right
to take back all unsold shares or extend the Agreement for an additional twenty
(20) days. The first payment on the Shares shall occur no later than one (1)
week following execution of this Agreement.
In exchange for delivery of the Shares to Beacon, Beacon shall execute a
promissory note in the amount of One Million Dollars ($1,000,000) with Consygen
as the payee (the "Note"). The Note will mature on the Maturity Date (unless
extended by Consygen as described above). Upon maturity, if Consygen elects not
to extend the Transaction as described above, Beacon shall return all of the
unsold Shares to Consygen. Accounting at the Maturity Date for all cash and
unsold Shares returned to Consygen shall total $1,000,000, in which case the
Note shall expire and be declared null and void, with Beacon having no further
obligation.
Consygen hereby agrees to include the Shares in its current registration
statement, and further agrees that should the Shares not be included in the
current registration statement, Beacon (and any other holders of the Shares)
will be grievously harmed. Therefore, Consygen agrees that if these Shares are
not included in the current registration statement, and, if these shares do not
become free-trading by February 15, 2001, then Consygen will be fined an
additional 200,000 penalty shares per month until such time as the shares are
registered.
At the Maturity Date, (or completion of the Transaction, if earlier), Beacon
will have the right to appoint up to two (2) members of the Company's board of
directors mutually satisfactory to Consygen (such acceptance not to be
unreasonably withheld).
The laws of the State of Arizona shall govern this Agreement.
This Agreement shall be declared effective upon execution by authorized
officers of the parties and dated as of the date below.
AGREED AND ACCEPTED
BEACON CAPITAL PARTNERS, LLP CONSYGEN INC.
/s/Xxxxx Xxxxxx /s/Xxxx X. Xxxxxxxx
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Authorized Officer Authorized Officer
Date: 12/18/00 Date: 12/20/00
