EXHIBIT 6.10
INVESTMENT AGREEMENT
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THIS INVESTMENT AGREEMENT (this "Agreement") is made and entered into
as of the 1st day of August, 2000 by and between EASY MONEY HOLDING corporation
("Easy Money"), and DEVILLE INVESTMENT CORPORATION ("DeVille"), or its assignees
or designees ("Investor").
RECITALS:
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WHEREAS, the Investor desires to make or extend financial investments
in Easy Money in exchange for ownership of a membership interest in Easy Money
and other consideration more fully described in this Agreement and Easy Money
desires to accept the investment and provide the consideration;
WHEREAS, Easy Money and the Investor desire to enter into this
Agreement to more completely set forth their agreements, rights and obligations
with respect to the Investor's investment in Easy Money;
NOW, THEREFORE, in consideration of Ten and 00/100 Dollars in hand
paid, the foregoing recitals and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged. Easy Money and the
Investor agree as follows:
1. Incorporation of Recitals. The foregoing recitals are incorporated into
this Agreement by this reference as fully and with the same force and effect as
if repeated herein at length.
2. Investment. The Investor agrees to pay to Easy Money up to the
aggregate amount of $50,000 in cash (the "Investment"), which Investment shall
be made contemporaneously with or following the full execution and delivery of
this Agreement. The Investment shall be used as follows: $50,000 to fund Easy
Money's expenses associated with the registration of Easy Money's securities for
a public offering under the Securities Act of 1933 (a "Registration"). Easy
Money shall not use the Investment for any other purpose.
4. Notes and Equity. In exchange for the Investment, (a) Easy Money shall
execute and deliver to the Investor a promissory note ("Note") in the principal
amount of the Investment and (b) Easy Money shall execute and deliver to the
Investor or the designees of the Investor, as designated by the Investor, a
membership interest in Easy Money in the issuance of an equal amount ($50,000)
of registered tradable stock, calculated at the opening market price, pro rated
for the actual amount of the Investment (the "Interest"). The Note shall bear
interest at the rate of seven percent per annum. and Easy Money shall make
periodic payments of interest only on the outstanding principal balance of the
Note semiannually as provided in the Note. All outstanding principal and accrued
and unpaid interest under the note shall be due and payable on the earlier of
the date on which Easy Money consummates a transaction pursuant to which easy
money receives not less than $1,000,000 in investment debt or equity capital
from independent parties or April 30, 2001. Easy Money shall issue certificates
for the Interest within seven days of the execution and delivery of this
Agreement. The Interest shall be issued at par with the other membership
interests of Easy Money and Easy Money shall register the Interest with the next
Registration for Easy Money.
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5. Security. As additional security for Easy Money's obligations
hereunder, Easy Money shall execute and deliver a Security Agreement (the
"Security Agreement") and Uniform Commercial Code Financing Statement (the
"UCC") granting the Investor or a nominee thereof, a junior security interest in
the assets, accounts receivable, contract rights, general intangibles and other
property of Easy Money. The Investor acknowledges that Easy Money may grant a
prior security interest in and to Easy Money's property to Easy Money's primary
lending institution. The Investor agrees that if Easy Money elects to refinance
its existing bank debt, the Investor or its nominee shall execute such documents
as are reasonably required by a new primary lending institution to subordinate
the security interest held by the Investor pursuant to the Security Agreement
and the UCC to the interests of the new primary lending institution.
6. Representations. Easy Money hereby represents to the Investor the
following:
a. The execution and delivery of this Agreement, the Note and the
other documents related to the transaction described herein
have been duly and properly authorized by the Board of
Directors of Easy Money (the "Board") in accordance with its
By-Laws. The issuance of the Interest in accordance with the
terms of this Agreement also has been duly and properly
authorized by Easy Money's Board.
b. Easy Money will use the Investment as set forth in Section 3
hereof.
c. Easy Money is duly and validly organized as a Delaware
S-corporation, is in good standing under the laws of the State
of Delaware and has paid all current franchise fees and taxes
in Delaware and any other state where Easy Money or any of its
subsidiaries may need to make such payments in order to
effectively operate the businesses of Easy Money and its
subsidiaries.
7. Default. If Easy Money shall default on its obligations or materially
breach any of its representations contained herein or in the Note, the Investor
shall have the right to accelerate the repayment obligations in the Note and
shall have any other rights or remedies available to them as creditors and/or
shareholders, as the case may be, of Easy Money as may be available under
applicable laws, statutes, ordinances, rules and regulations in a court of
competent jurisdiction.
8. Miscellaneous.
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a. Entire Agreement; Amendments. This Agreement embodies the
entire understanding among the Investor, Easy Money concerning
the Investment and supersedes any and all prior negotiations,
understandings or agreements. This Agreement may be amended or
modified from time to time only by a written instrument
adopted, executed and agreed to by all of the Investor and
Easy Money.
b. Notices. All notices and demands required or permitted under
this Agreement shall be in writing and may be delivered to the
Investor to whom it is to be given, either in person or by
guaranteed overnight courier, or sent by certified mail,
postage prepaid, to the address as shown from time to time on
the records of Easy Money. Any notice or demand mailed as
aforesaid shall be deemed to have been given on the date that
such, notice or demand is deposited in the mails. Any party
hereto may specify a different address, which change shall
become effective upon receipt of such notice by the other
parties hereto.
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c. Severability. If any provision of this Agreement or the
application of such provision to any party or circumstance
shall be held invalid, the remainder of this Agreement, or the
application of such provision to parties or circumstances
other than those as to which it is held invalid, shall not be
affected.
d. Parties Bound. This Agreement shall be binding upon the
parties and their respective successors, assigns, heirs,
devisees, legal representatives, executors and administrators.
e. Applicable Law. The laws of the State of Illinois shall govern
this Agreement, excluding any conflict of laws rules. The
parties hereto irrevocably agree that all actions or
proceedings in any way, manner or respect, arising out of or
from or related to this Agreement shall be litigated only in
courts having situs within Xxxx County, Illinois. Each party
hereto hereby consents and submits to the jurisdiction of any
local, state or federal court located within said county and
state and hereby waives any rights it may have to transfer or
change the venue of any such litigation. The prevailing party
in any litigation in connection with this Agreement shall be
entitled to recover from the other party all costs and
expenses, including without limitation fees of attorneys and
paralegals, incurred by such party in connection with any such
litigation.
f. Headings. The headings in this Agreement are inserted for
convenience and identification only and are in no way intended
to describe, interpret, define or limit the scope, extent or
intent of this Agreement or any provision hereof.
g. Counterparts. This Agreement may be executed in multiple
counterparts with separate pages, and each such counterpart
shall be considered an original, but all of which together
shall constitute one and the same instrument.
h. Pronouns. All pronouns shall be deemed to refer to the
masculine, feminine or neuter, singular or plural, as the
identity of the person or persons may require.
i. Effect of Waiver or Consent. A waiver or consent, express or
implied, to or of any breach or default by any party in the
performance by that party of its obligations hereunder or with
respect to Easy Money is not a consent or waiver to or of any
other breach or default in the performance by that party of
the same or any other obligations of that party. Failure on
the part of a party to complain of any act or to declare any
party in default hereunder, irrespective of how long that
failure continues does not constitute a waiver by that party
of its rights with respect to that default.
j. Further Assurances. Each party hereto shall execute and
deliver any additional documents and instruments and perform
any additional acts that may be necessary or appropriate to
effectuate and perform the provisions of this Agreement and
the transactions contemplated herein.
k. Indemnification for Breach. To the fullest extent permitted by
law, each party hereto shall indemnity each other party and
hold all of them harmless from and against all losses, costs,
liabilities, damages and expenses (including, without
limitation costs of suit and attorneys' fees) they may incur
on account of any material breach by that party of this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and sealed as of the date first set forth above.
EASY MONEY HOLDING corporation,
0000 Xxxxxxxxx Xxxx, Xxxxx 0, Xxxxxxxx Xxxxx
Xxxxxxxx 00000
By: /s/ Xxxxx Xxxxxxxxx
Printed Name: Xxxxx Xxxxxxxxx
Title: President
DEVILLE INVESTMENT CORPORATION,
P.O. Box N-768, Nassau, Bahamas
By: _______________________________
Printed Name: Xxxxxxx Xxxxxxxxxx
Title:
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