Exhibit 99.6
INVESTMENT AND STOCK PURCHASE AGREEMENT
This INVESTMENT AND STOCK PURCHASE AGREEMENT (this "Agreement") effective
this 10th day of November, 1999, by and between Belle Holdings, Inc. ("Seller")
and Corona Corp., a Nevada corporation ("Buyer"), with respect to the following
facts and circumstances:
1. Seller is the owner of 60,000 shares of the common stock of
XXxxxxxxXxx.xxx, Inc. (the "EBOnline Common Stock"), a warrant (the "Warrant")
to purchase 490,000 shares of the common stock (the "EBI Common Stock") of
Eastbrokers International Incorporated ("EBI") and certain rights to receive 18%
of any distribution, grant or other issuance to EBI of any warrants or other
rights convertible into or exercisable for any equity interest in Suttononline,
LLC or its successors upon the same monetary terms and conditions as provided to
EBI (the "Xxxxxx Participation Rights," and, together with the EBOnline Common
Stock and the Warrant, the "Securities"). The Warrant is attached hereto as
Exhibit A.
2. Seller desires to sell, and Buyer desires to purchase, the Securities
at the purchase price and subject to the terms and conditions set forth herein.
3. Seller has entered into that certain Stock Purchase Agreement, dated as
of the date hereof, between Seller and EBI and attached hereto as Exhibit A (the
"Stock Purchase Agreement"), pursuant to which Seller will purchase from EBI up
to 2,000,000 shares of EBI's Series A Preferred Stock (the "Preferred Stock"),
for an aggregate price of $2.00 per share. The Certificate of Designations for
such Preferred Stock is attached hereto as Exhibit B.
4. Seller requires up to $4,000,000 in order to consummate the
transactions contemplated by the Stock Purchase Agreement.
5. Seller desires to sell, and Buyer desires to purchase, that certain
Convertible Note Due December 2004 (the "Note"), attached hereto as Exhibit C,
in the initial principal amount of $2,000,000, and which may be increased to up
to $4,000,000, at Buyer's option, at the purchase price and subject to the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements, representations and warranties set forth herein, each of the parties
hereto hereby agrees as follows:
1. PURCHASE OF NOTE AND SECURITIES
1.1 PURCHASE. Subject to the terms and conditions of this Agreement,
Seller hereby agrees to sell to Buyer the Note and the Securities, for an
aggregate purchase price of $2,000,000 (the "Purchase Price"). The Purchase
Price shall be paid to Seller at Closing.
1.1.1 Buyer shall have the right to purchase up to an
additional $2,000,000 principal of the Note on a dollar for dollar basis.
1.1.2 The terms of the Warrant shall be substantially as set
forth in the Warrant Agreement and Warrant attached hereto as Exhibit A; the
terms of the Preferred Stock shall be substantially as set forth in the
Certificate of Designations set forth as Exhibit B; the terms of the Note shall
be substantially as set forth in the Note as Exhibit C.
1.1.3 Seller hereby assigns to Buyer all rights to
indemnification, and all rights to xxx and recover for any breach or other
default, under the Stock Purchase Agreement.
1.2 CLOSING. The purchase of the Securities shall take place at a
closing at the offices of the Seller at 0000 Xxxxxxxx Xxxx, Xxxxx 0000,
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, on November 10, 1999, or such other place, day
and time as may be agreed upon by Seller and Buyers (the "Closing Date").
1.3 FURTHER ASSURANCES. Each of the parties hereto shall execute any
and all further documents and writings and perform such other reasonable actions
that may be or become necessary or expedient to effectuate the purchase of the
Shares as contemplated hereby.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER.
2.1 As an inducement for Buyers to enter into this Agreement, as of
the date hereof and on the date of each advance under the Note, Seller
represents, warrants and agrees as follows:
2.1.1 This Agreement has been or, as of the Closing Date, will
have been duly executed and delivered by Seller and constitutes or, upon
execution, will constitute a legal, valid and binding obligation of Seller,
enforceable against Seller in accordance with its terms (except as such
enforceability may be limited by applicable bankruptcy, insolvency, moratorium,
reorganization or similar laws affecting creditors' rights generally and by
limitations on the availability of equitable remedies).
2.1.2 The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby and
thereby will not (i) constitute a default (or an event which, with notice or
lapse of time or both, would constitute a default) under the terms, conditions
or provisions of any note, bond, mortgage, indenture, license, lease, agreement
or other material instrument or obligation to which Seller is a party or by
which Seller is bound, (ii) violate any judgment, order, injunction, decree,
statute, rule, law or regulation applicable to Seller, or (iii) or contravene
any provision of the Seller's Articles of Incorporation or bylaws.
2.1.3 The Securities are free and clear of any liens, claims,
security interests or other encumbrances created by or through Seller, and
Seller has full power and right to transfer the Securities pursuant to the terms
hereof. All of the Securities are duly authorized, validly issued, fully paid
and nonassessable.
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3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER.
3.1 As an inducement for Seller to enter into this Agreement, as of
the date hereof, buyer represents, warrants and agrees as follows:
3.1.1 This Agreement has been or, as of the Closing Date, will
have been duly executed and delivered by Buyer and constitutes or, upon
execution, will constitute a legal, valid and binding obligation of Buyer,
enforceable against Buyer in accordance with its terms (except as such
enforceability may be limited by applicable bankruptcy, insolvency, moratorium,
reorganization or similar laws affecting creditors' rights generally and by
limitations on the availability of equitable remedies).
3.1.2 The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby and
thereby will not (i) constitute a default (or an event which, with notice or
lapse of time or both, would constitute a default) under the terms, conditions
or provisions of any note, bond, mortgage, indenture, license, lease, agreement
or other material instrument or obligation to which Buyer is a party or by which
Buyer is bound, (ii) violate any judgment, order, injunction, decree, statute,
rule, law or regulation applicable to Buyer, or (iii) or contravene any
provision of the Buyer's Articles of Incorporation or bylaws.
4. SECURITY AGREEMENT
4.1 Seller hereby grants to Buyer a security interest in the Preferred
Stock and all of the issued and outstanding capital stock of Seller (the
"Collateral") as security for the due and punctual payment and performance by
Seller of all obligations owed to Buyer pursuant to the Note, including without
limitation the payment of the principal of, and delivery of Dividends (as
defined in the Note) pursuant to, the Note. Upon execution hereof, Seller agrees
to deliver the Collateral accompanied by instruments of assignment duly executed
in blank by the Seller in proper form for transfer. Seller shall notify EBI that
the Preferred Stock shall be held by Buyer as collateral hereunder, and shall
irrevocably instruct EBI to block transfer of such Preferred Stock to any party
other than Buyer, unless EBI shall receive the written consent and release of
Buyer. Seller shall not be entitled to in any way sell, assign, transfer,
convey, hypothecate or otherwise dispose of, grant any option with respect to,
or mortgage, pledge or encumber the Collateral, except as contemplated hereby.
4.2 ASSIGNMENT
4.2.1 This Agreement and Buyer's rights hereunder or the Note may be
assigned from time to time, and in such case the assignee shall be entitled to
all of the rights, privileges, and remedies granted in this Agreement to Buyer.
Buyer shall give Seller written notice of such assignment as soon as practicable
thereafter.
4.3 RIGHTS IN EVENT OF DEFAULT. If a default under the Note shall have
occurred, then Buyer shall have the to full ownership of all Collateral as full
payment on the Note.
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4.4 COLLECTION. In protecting, exercising, or assuring its interests,
rights or remedies hereunder, Buyer, in its sole discretion, may endorse the
Collateral on behalf of and in the name of Seller. Seller shall pay all costs
and expenses of every kind incurred by Buyer arising from the enforcement of
this Agreement or any collection, sale or delivery, including reasonable
attorney's fees, and after deducting such costs and expenses from the proceeds
of any sale or collection, Buyer may apply any residue to pay any remaining
liabilities of Seller to Buyer, and Seller shall continue to be liable for any
deficiency, with interest at 10% per annum.
4.5 REINSTATEMENT OF LIABILITY. If claim is ever made upon Buyer for
repayment or recovery of any amount or amounts received by Buyer in payment or
on account of any of the liabilities of Seller and Buyer repays all or part of
said amount by reason of (i) any judgment, decree or order of any court or
administrative body having jurisdiction over Buyer or any of its property, or
(ii) any settlement or compromise of any such claim effected by Buyer with any
such claimant, then and in such event Seller agrees that any such judgment,
decree, order, settlement or compromise shall be binding upon Seller,
notwithstanding any revocation hereof or the cancellation of any note or other
instrument evidencing any liability of Seller, and Seller shall be and remain
liable to Buyer hereunder for the amount so repaid or recovered to the same
extent as if such amount had never originally been received by Buyer.
4.6 APPOINTMENT OF BUYER AS SELLER'S AGENT AND ATTORNEY-IN-FACT.
4.6.1 Subject to the voting rights and proxy set forth in Section 5,
Buyer shall have the right, as the true and lawful agent of the Seller, with
power of substitution for the Seller and in the Seller's name, the Buyer's name
or otherwise, for the use and benefit of the Buyer (i) to receive, endorse,
assign and/or deliver any and all notes, acceptances, checks, drafts, money
orders or other evidences of payment relating to the Collateral or any part
thereof; (ii) to demand, collect, receive payment of, give receipt for and give
discharges and releases of all or any of the Collateral; (iii) to sign the name
of the Seller on any instrument of transfer, assignment, or other document
relating to any of the Collateral; (iv) to commence and prosecute any and all
suits, actions or proceedings at law or in equity in any court of competent
jurisdiction to collect or otherwise realize on all or any of the Collateral or
the rights and benefits of Seller pursuant to the Stock Purchase Agreement or to
enforce any other rights in respect of any Collateral or the Stock Purchase
Agreement; (v) to settle, compromise, compound, adjust or defend any actions,
suits or proceedings relating to or pertaining to all or any of the Collateral
or the Stock Purchase Agreement; (vi) to, use, sell, assign, transfer, pledge,
make any agreement with respect to or otherwise deal with all or any of the
Collateral, (vii) to vote the Belle Holdings, Inc. common stock, and (viii) to
do all other acts and things necessary to carry out the purposes of this
Agreement, as fully and completely as though the Buyer were the absolute owner
of the Collateral for all purposes; PROVIDED, HOWEVER, that nothing herein
contained shall be construed as requiring or obligating the Buyer to make any
commitment or to make any inquiry as to the nature or sufficiency of any payment
received by the Buyer or to present or file any claim or notice, or to take any
action with respect to the Collateral or any part thereof or the moneys due or
to become due in respect thereof or any property covered thereby, and no action
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taken by the Buyer or omitted to be taken with respect to the Collateral or any
part thereof shall give rise to any defense, counterclaim or offset in favor of
the Seller or to any claim or action against the Buyer in the absence of the
gross negligence or willful misconduct of the Buyer. It is understood and agreed
that the appointment of the Buyer as the agent of the Seller for the purposes
set forth above is coupled with an interest and is irrevocable. The provisions
of this section shall in no event relieve the Seller of any of its obligations
hereunder or under the Note with respect to the Collateral or any part thereof
or impose any obligation on the Buyer to proceed in any particular manner with
respect to the Collateral or any part thereof, or in any way limit the exercise
by the Buyer of any other or further right which it may have on the date of this
Agreement or hereafter, whether hereunder or by law or otherwise.
Notwithstanding the foregoing, Seller hereby appoints the Buyer its
attorney-in-fact (i) for the purpose of carrying out the provisions of this
Agreement and taking any action and executing any instrument which the Buyer may
deem necessary or advisable to accomplish the purposes hereof, and (ii) to
enforce the provisions of the Stock Purchase Agreement, including any action for
breach of any representation, warranty, covenant or indemnification obligation
therein. This appointment is irrevocable and coupled with an interest.
4.6.2 In the event of any default by Seller of any obligation
contained herein or in the Note, Seller shall pay to Buyer all costs and
expenses, including filing fees and attorneys' fees, incurred by Buyer in
connection with the custody, care, preservation or collection of any of the
Collateral or in seeking to enforce any of the liabilities or obligations of
Seller hereunder.
5. XXXXXX X. XXXXXXXXXX. Xxxxxx X. Xxxxxxxxxx shall be the president of
Belle Holdings, Inc., and, notwithstanding anything to the contrary herein, so
long as Seller shall not have breached this Agreement or the Note, and EBI shall
not have breached the Stock Purchase Agreement or any of the terms or provisions
of the Preferred Stock, is hereby granted the proxy to vote all shares of
Preferred Stock owned by Belle Holdings, Inc. or hereafter transferred by Belle
Holdings, Inc. on all matters other than (i) any amendment to the Certificate of
Incorporation of EBI, (ii) any sale of EBI, or any of its significant
subsidiaries, or all or substantially all of the assets of EBI or any of its
subsidiaries, (iii) any acquisition by EBI or any of its subsidiaries of any
entity, business or assets for an aggregate purchase price in excess of
$4,000,000, or which would require EBI to issue a number of shares of the common
stock of EBI (EBI Common Stock), or any security of EBI convertible,
exchangeable or exercisable into a number of shares of EBI common stock, greater
than 30% of the outstanding shares of EBI Common Stock, (iv) any issuance of
securities representing an aggregate of more than two percent (2%) of the then
outstanding EBI Common Stock (including options and warrants or any other right
to acquire capital stock, but excluding options or warrants outstanding on the
date hereof) of EBI to any officer, director or 5% shareholder of EBI or any of
its subsidiaries, or (v) any increase of the greater of (i) $50,000 or (ii) 25%
or more of the total annual salary or other compensation to any officer or
director of EBI or any of its subsidiaries.
6. MISCELLANEOUS.
6.1 All representations and warranties of Seller made under Section
2 of this Agreement shall survive for a period of two (2) years from the last
date upon which any of the Securities are converted into or exercised for Common
Stock.
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6.2 This Agreement and the other agreements referred to herein
constitutes the entire agreement among the parties and supersedes all prior
agreements, representations, warranties, statements and understandings, whether
oral or written, with respect to the subject matter hereof.
6.3 This Agreement shall be governed by the laws of the State of
California, without giving effect to the conflict of laws provisions thereof.
6.4 This Agreement shall be binding upon and inure to the benefit of
the parties and their respective successors and assigns.
6.5 The validity, legality or enforceability of the remainder of
this Agreement shall not be affected even if one or more of the provisions of
this Agreement shall be held to be invalid, illegal or unenforceable in any
respect.
6.6 None of the terms or provisions of this Agreement shall be
modified, waived or amended, except by a written instrument signed by the party
against which any modification, waiver or amendment is to be enforced.
6.7 This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.
BELLE HOLDINGS, INC.
/S/ Xxxxxx X. Xxxxxxxxxx
---------------------------------------
President
CORONA CORP.
/s/ Xxxx Xxxxxxxx
---------------------------------------
Xxxx Xxxxxxxx
President
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EXHIBIT A
Stock Purchase Agreement
EXHIBIT B
CERTIFICATE OF DESIGNATIONS
OF
10% CONVERTIBLE REDEEMABLE PREFERRED STOCK, SERIES A
EXHIBIT C
CONVERTIBLE NOTE DUE DECEMBER 31, 2004
EXHIBIT D
WARRANT
AND
WARRANT AGREEMENT
EXHIBIT E
X.X. XXXXXX WARRANT
AND
WARRANT AGREEMENT
AMENDMENT TO INVESTMENT AND STOCK PURCHASE AGREEMENT
This AMENDMENT INVESTMENT AND STOCK PURCHASE AGREEMENT (this
"Agreement") effective this 31ST day of March, 2000, by and between Belle
Holdings, Inc. ("Seller") and Corona Corp., a Nevada corporation ("Buyer"), with
respect to the following facts and circumstances:
WHEREAS, Buyer and Seller have previously entered into that certain
Investment and Stock Purchase Agreement effective the 10th day of November, 1999
(the "Purchase Agreement").
NOW, THEREFORE, in consideration of the mutual agreements set forth
herein, each of the parties hereto hereby agrees as follows:
1. As a condition to the amendment set forth in Paragraph 2 below, and to
induce Buyer to enter into this Amendment, Belle and Corona hereby
agree that the Purchase Agreement is hereby amended to reflect that the
term "Securities" as defined in the Purchase Agreement shall include an
additional 70,000 shares of the common stock of Global Capital
Partners, Inc.
2. As a condition to the amendment set forth in Paragraph 1 above, and to
induce Seller to enter into this Amendment, Buyer shall (a) purchase an
additional $1,800,000 in convertible notes from Seller, (b) waive all
accrued dividends on the Preferred Stock and the Note, (c) immediately
convert all convertible notes issued by Seller into Preferred Stock,
(d) immediately convert all shares of Preferred Stock owned or to be
owned by Buyer into common stock, and (e) immediately exercise 490,000
Warrants to purchase common stock of Global Capital Partners, Inc.
presently held by Buyer.
3. All other terms of the Purchase Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written above.
BELLE HOLDINGS, INC. CORONA CORP.
/s/ Xxxxxx X. Xxxxxxxxxx /s/ Xxxx Xxxxxxxx
---------------------------- -----------------------------
Xxxxxx X. Xxxxxxxxxx Xxxx Xxxxxxxx
President President
AMENDMENT NO. 1 TO
INVESTMENT AND STOCK PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO INVESTMENT AND STOCK PURCHASE AGREEMENT (this
"Amendment"), effective as of April 17, 2000, amends that certain Investment and
Stock Purchase Agreement (the "Purchase Agreement"), effective this 10th day of
November, 1999, by and between Belle Holdings, Inc. ("Seller") and Corona Corp.,
a Nevada corporation ("Buyer"). Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Purchase Agreement.
1. Pursuant to the Purchase Agreement, Buyer was entitled to purchase
up to 2,000,000 shares of Preferred Stock.
B. The Preferred Stock was to have voting rights equal to four votes
per share of Preferred Stock.
C. Global Capital Partners, Inc. (formerly EBI, and herein referred to as
"Global") has been informed that the National Association of Securities Dealers,
Inc. rules and regulations prohibit it from issuing the Preferred Stock with
such super-voting rights, and, accordingly, requested that (i) Seller waive the
voting rights, and (ii) exercise and convert the Preferred Stock and Warrants to
purchase common stock of Global. Seller has agreed to such terms, in exchange
for an amendment to that certain Stock Purchase Agreement, made and entered into
as of November 9, 1999 (the "Belle Purchase Agreement"), among Eastbrokers
International Incorporated, a Delaware corporation and Seller, pursuant to which
the Securities, as defined in the Belle Purchase Agreement, shall include a
warrant to purchase up to 1,500,000 shares of Global common stock at an exercise
price of $5.50 per share, at any time on or prior to April 17, 2005.
D. In order to enter in to the Amendment to the Belle Purchase Agreement,
Belle is required to amend the Purchase Agreement in order to permit Belle to
comply with its obligations under the Amendment to the Belle Purchase Agreement,
and to cause Buyer to waive its voting rights with respect to the shares of
Preferred Stock purchased by Buyer, convert such shares of Preferred Stock into
Global common stock and exercise the warrants to purchase Global common stock
owned by Buyer.
E. The Buyer and Seller each desire that the Amendment to the Belle
Purchase Agreement be executed, delivered and performed, and have agreed to
enter into this Amendment in order to permit Seller to enter into the Amendment
to the Belle Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements, representations and warranties set forth herein, each of the parties
hereto hereby agrees that the Purchase Agreement is hereby amended as follows:
1. SECURITIES
1.1 The term "Securities" shall include an additional warrant to
purchase up to 1,500,000 shares of the common stock of Global Capital Partners,
Inc., at an exercise price equal to $5.50 per share, which can be exercised at
any time after 75 days notice, on or prior to April 17, 2005.
1.2 CONVERSION OF PREFERRED STOCK AND EXERCISE OF WARRANTS. Buyer
agrees that it has, or promptly will, convert all shares of Preferred Stock, and
all warrants (other than the warrant referred to in paragraph 1.1 above) to
purchase the common stock of Global Capital Partners, Inc., into shares of the
common stock of Global Capital Partners, Inc.
1.3 FURTHER ASSURANCES. Each of the parties hereto shall execute any
and all further documents and writings and perform such other reasonable actions
that may be or become necessary or expedient to effectuate the purchase of the
Shares as contemplated hereby.
2. CONVERTIBLE NOTES DUE DECEMBER 31, 2004
The parties hereby acknowledge that that certain Convertible Note due
December 31, 2004, in the original principal balance of up to $4,000,000, made
by Seller in favor of Buyer has been converted into the securities referenced
therein, and is accordingly paid in full.
All other terms of the Purchase Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.
BELLE HOLDINGS, INC.
/s/ Xxxxxx X. Xxxxxxxxxx
---------------------------------------
Xxxxxx X. Xxxxxxxxxx
President
CORONA CORP.
/s/ Xxxx Xxxxxxxx
---------------------------------------
Xxxx Xxxxxxxx
President
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