SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT
(this “Agreement”), dated as
of August ____, 2008, by and among Platina Energy Group, Inc, a Delaware
corporation, with headquarters located at 00000 Xxxxxxxx Xxxxx, Xxxxx 000,
Xxxxxx, Xxxxx 00000 (the “Company”), and
Trafalgar Capital Specialized Investment Fund, Luxembourg ( “Buyer”).
WHEREAS, the Company and the
Buyer are executing and delivering this Agreement in reliance upon an exemption
from securities registration pursuant to Section 4(2) and/or Rule 506 of
Regulation D (“Regulation D”) as
promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the
Securities Act of 1933, as amended (the “1933
Act”);
WHEREAS, the parties desire
that, upon the terms and subject to the conditions contained herein, the Company
shall issue and sell to the Buyer, as provided herein, and the Buyer shall
purchase One Million Two Hundred Thousand Dollars ($1,200,000) of a secured
promissory note that is convertible to shares of the Company’s common stock in
accordance with its terms (the “Note”), which shall
be convertible into shares of the Company’s common stock, par value $.001 (the
“Common Stock”)
(as converted, the “Conversion Shares”)
of which One Million Two Hundred Thousand Dollars ($1,200,000) shall be funded
on the date hereof (the “Closing”), for a
total purchase price of One Million Two Hundred Thousand Dollars ($1,200,000),
(the “Purchase
Price”) Buyer; and
WHEREAS, contemporaneously
with the execution and delivery of this Agreement, the parties hereto are
executing and delivering a Registration Rights Agreement substantially in the
form attached hereto as Exhibit A (the “Investor Registration Rights
Agreement”) pursuant to which the Company has agreed to provide certain
registration rights under the 1933 Act and the rules and regulations promulgated
there under, and applicable state securities laws; and
WHEREAS, the proceeds of the
sale of the Note contemplated hereby shall be held in escrow pursuant to the
terms of an escrow agreement substantially in the form of the Escrow Agreement
attached hereto as Exhibit B (the “Escrow Agreement”);
and
WHEREAS, contemporaneously
with the execution and delivery of this Agreement, the parties hereto are
executing and delivering Irrevocable Transfer Agent Instructions substantially
in the form attached hereto as Exhibit C (the “Irrevocable Transfer Agent
Instructions”); and
WHEREAS, contemporaneously
with the execution and delivery of this Agreement, the parties hereto are
executing and delivering a Security Agreement substantially in the form attached
hereto as Exhibit
D (the “Security Agreement”)
pursuant to which the Company has agreed to provide the Buyer a security
interest in Pledged Collateral (as this term is defined in the Security
Agreement dated the date hereof) to secure Company’s obligations under this
Agreement, the Note, the Investor Registration Rights Agreement, the Irrevocable
Transfer Agent Instructions and the Security Agreement (collectively, the “Transaction
Documents”) or any other obligations of the Company to the Buyer;
and
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NOW, THEREFORE, in
consideration of the mutual covenants and other agreements contained in this
Agreement the Company and the Buyer hereby agree as follows:
(d) The
Debentures shall contain provisions that provide that in the event the Euro
strengthens against the U.S. Dollar during the life of the Debenture, the Buyer
shall be afforded an adjustment to compensate for any such movement in either
conversions or redemptions.
Buyer
represents and warrants, severally and not jointly, that:
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issuable,
for its own account for investment only and not with a view towards, or for
resale in connection with, the public sale or distribution thereof, except
pursuant to sales registered or exempted under the 1933 Act; provided, however,
that by making the representations herein, such Buyer reserves the right to
dispose of the Conversion Shares at any time in accordance with or pursuant to
an effective registration statement covering such Conversion Shares or an
available exemption under the 1933 Act.
sale of
such securities made in reliance on Rule 144 under the 1933 Act (or a successor
rule thereto) (“Rule 144”) may
be made only in accordance with the terms of Rule 144 and further, if Rule 144
is not applicable, any resale of such securities under circumstances in which
the seller (or the person through whom the sale is made) may be deemed to
be an underwriter (as that term is defined in the 0000 Xxx) may require
compliance with some other exemption under the 1933 Act or the rules and
regulations of the SEC thereunder; and (iii) neither the Company nor any other
person is under any obligation to register such securities under the 1933 Act or
any state securities laws or to comply with the terms and conditions of any
exemption thereunder. The Company reserves the right to place stop
transfer instructions against the shares and certificates for
the Conversion Shares.
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN FORM AND
SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.
The
legend set forth above shall be removed and the Company within two (2) business
days shall issue a certificate without such legend to the holder of
the Conversion Shares upon which it is stamped, if, unless otherwise
required by state securities laws, (i) in connection with a sale transaction,
provided the Conversion Shares are registered under the 1933 Act or
(ii) in connection with a sale transaction, after such holder provides the
Company with an opinion of counsel, which opinion shall be in form, substance
and scope reasonably acceptable to counsel for the Company, to the effect that a
public sale, assignment or transfer of the Conversion Shares may be
made without registration under the 1933 Act.
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The
Company represents and warrants as of the date hereof and as of the Closing Date
to each of the Buyer that:
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Company,
its Board of Directors or its stockholders, (iii) the Transaction Documents and
any related agreements have been duly executed and delivered by the Company,
(iv) the Transaction Documents and any related agreements constitute the valid
and binding obligations of the Company enforceable against the Company in
accordance with their terms, except as such enforceability may be limited by
general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of creditors’ rights and
remedies. The Company knows of no reason why the Company cannot file
the registration statement as required under the Investor Registration Rights
Agreement or perform any of the Company’s other obligations to the
Buyer.
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operations
and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments).
(g) No Material Misstatement or
Omission. None of the Company’s SEC Documents at the time of
filing and none of the representation and warranties made in this Agreement or
any of the other Transaction Documents include any untrue statements
of material fact, nor do the Company’s SEC Documents at the time of filing and
none of the representations and warranties made in this Agreement or any of the
other Transaction Documents omit to state any material fact required to be
stated therein necessary to make the statements made, in light of the
circumstances under which they were made, not misleading.
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Company,
any corporation, partnership, trust or other entity in which any officer,
director, or any such employee has a substantial interest or is an officer,
director, trustee or partner.
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and hold
a special meeting of the shareholders as soon as practicable after such
occurrence.. The Company’s management shall recommend to the
shareholders to vote in favor of increasing the number of shares of Common Stock
authorized. Management shall also vote all of its shares in favor of
increasing the number of authorized shares of Common Stock. Notwithstanding the
foregoing, the Buyer hereby acknowledge that the Company currently does not have
sufficient shares of its Common Stock authorized as shall be necessary to effect
the issuance of the Conversion Shares, but has obtained the written consent of a
sufficient number of votes of its shareholders to authorize such increase and
has filed an Information Statement with the SEC reflecting such
approval.
(i) The
Company shall pay the Buyer a commitment fee of seven percent (7%) of the
Purchase Price, which shall be paid directly from the proceeds of the
Closing.
(ii) The
Company has agreed to pay a structuring fee to Buyer of Seventeen Thousand Five
Hundred Dollars ($17,500), Ten Thousand Dollars ($10,000) of which has been paid
with the remaining amount paid directly from the proceeds of the
Closing.
(iii) The
Company shall pay the Buyer a Loan Commitment Fee of two percent (2%) of the
Purchase Price, which shall be paid directly from the proceeds of the
Closing.
(iv) In
lieu of issuing additional warrants to the Buyer, the Company shall issue to the
Buyer Four Million Seven Hundred Thousand (4,700,000) shares of restricted
Common Stock.
(h) Transactions With
Affiliates. So long as any Notes are outstanding, the Company
shall not, and shall cause each of its subsidiaries not to, enter into, amend,
modify or supplement, or permit any subsidiary to enter into, amend, modify or
supplement any agreement, transaction, commitment, or arrangement (an “Affiliate
Transaction”) with any of its or any subsidiary’s officers or directors, or
persons who were officers or directors of the Company at
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any time
during the previous two (2) years, stockholders who beneficially own five
percent (5%) or more of the Common Stock, or Affiliates (as defined below) or
with any individual related by blood, marriage, or adoption to any such
individual or with any entity in which any such entity or individual owns a five
percent (5%) or more beneficial interest (each a “Related Party”) for
an aggregate amount for all Affiliate Transactions with such Related Party in
excess of fifty thousand dollars ($50,000), except for (a) customary employment
arrangements and benefit programs on reasonable terms, (b) any investment in an
Affiliate of the Company, (c) any Affiliate Transaction on an
arms-length basis on terms no less favorable than terms which would have been
obtainable from a person other than such Related Party, or (d) any Affiliate
Transaction which is approved by a majority of the disinterested directors of
the Company, for purposes hereof, any director who is also an officer of the
Company or any subsidiary of the Company shall not be a disinterested director
with respect to any such agreement, transaction, commitment, or
arrangement. “Affiliate” for
purposes hereof means, with respect to any person or entity, another person or
entity that, directly or indirectly, (i) has a ten percent (10%) or more equity
interest in that person or entity, (ii) has ten percent (10%) or more common
ownership with that person or entity, (iii) controls that person or entity, or
(iv) shares common control with that person or entity. “Control” or “controls” for
purposes hereof means that a person or entity has the power, direct or indirect,
to conduct or govern the policies of another person or entity. In the
event the Company wishes to engage in an Affiliate Transaction valued in excess
of fifty thousand dollars ($50,000) the Buyer and the Company shall agree upon
an independent third party who shall be engaged at the Company’s expense to
determine whether such Affiliate Transaction is permissible pursuant to one or
more of (a) through (d) of this paragraph.
(j) Restriction on Issuance of
the Capital Stock and Incurrence of Debt. Except for the Securities
Purchase Agreement dated the date hereof between the Company and Trafalgar
Capital Specialized Investment Fund, Luxembourg, and except for shares of the
Company’s common stock permitted to be issued pursuant to the securities
purchase agreement between the Company and Buyer entered into as of December 31,
2007, so long as any of the principal of or interest on the Note remains unpaid
and unconverted, the Company shall not, without the prior consent of the
Buyer: (i) issue or sell in excess of fifty thousand dollars
($50,000) worth of Common Stock or Preferred Stock, none of which shall be
issued or sold without consideration or for a consideration per share less than
the bid price of the Common Stock determined immediately prior to its issuance,
(ii) issue or sell in excess of fifty thousand dollars ($50,000) worth of
Preferred Stock, warrant, option, right, contract, call, or other security or
instrument granting the holder thereof the right to acquire Common Stock,
however no Preferred Stock or Common Stock shall be issued or sold without
consideration or for a consideration per share less than such Common Stock’s bid
price value determined immediately prior to its issuance, (iii) enter into any
security instrument granting the holder a security interest in any of the assets
of the Company, (iv) file any registration statement on Form S-8 or (v) other
than in the ordinary course of business consistent with past practice, directly
or indirectly permit,
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create,
incur assume, permit to exist, increase, renew or extend on or after the date
hereof any additional debt or permit any subsidiary of the Company to do or
allow any of the foregoing without the Buyer’s prior written consent beyond that
which is set forth in Schedule 4(j) attached hereto. In the
event that Buyer does provide its consent hereunder to issue any such securities
described under (i), (ii) or (iv) of this Section or the Company issues any of
the Common Stock permitted to be issued under the Prior Agreement, in either
event if the Company defaults under the Note, the Fixed Price under the Note
shall be equal to the lesser of: (a) the Fixed Price as defined therein and (b)
eighty-five percent (85%) of the lowest consideration paid per share for any
such security issued by the Company.
The
Company shall issue the Irrevocable Transfer Agent Instructions to its transfer
agent irrevocably appointing Xxxxx X. Xxxxxxx XX, P.A. as its agent for purpose
of having certificates issued, registered in the name of the Buyer or its
respective nominee(s), for the Conversion Shares representing such
amounts of the Note as specified from time to time by the Buyer to the Company
upon conversion of the Note, for interest owed pursuant to the Notes,
and for any and all Liquidated Damages (as this term is defined in the Investor
Registration Rights Agreement). Xxxxx X. Xxxxxxx XX, P.A. shall be
paid a cash fee of One Hundred Dollars ($100) for every occasion they act
pursuant to the Irrevocable Transfer Agent Instructions. The Company
shall not change its transfer agent without the express written consent of the
Buyer, which may be withheld by the Buyer in its sole
discretion. Prior to registration of the Conversion Shares under the
1933 Act, all such certificates shall bear the restrictive legend specified in
Section 2(g) of this Agreement. The Company warrants that no
instruction other than the Irrevocable Transfer Agent Instructions referred to
in this Section 5, and stop transfer instructions to give effect to Section 2(g)
hereof (in the case of the Conversion Shares prior to registration of such
shares under the 0000 Xxx) will be given by the Company to its transfer agent
and that the Conversion Shares shall otherwise be freely transferable
on the books and records of the Company as and to the extent provided in this
Agreement and the Investor Registration Rights Agreement. Nothing in
this Section 5 shall affect in any way the Buyer’s obligations and agreement to
comply with all applicable securities laws upon resale of Conversion
Shares. If the Buyer provides the Company with an opinion of counsel,
in form, scope and substance customary for opinions of counsel in comparable
transactions and reasonably acceptable to the Company’s counsel, to the effect
that registration of a resale by the Buyer of any of the Conversion Shares is
not required under the 1933 Act, the Company shall within two (2) business days
instruct its transfer agent to issue one or more certificates in such name and
in such denominations as specified by the Buyer. The Company
acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Buyer by vitiating the intent and purpose of the
transaction contemplated hereby. Accordingly, the Company
acknowledges that the remedy at law for a breach of its obligations under this
Section 5 will be inadequate and agrees, in the event of a breach or threatened
breach by the Company of the provisions of this Section 5, that the Buyer
shall be entitled, in addition to all other available remedies, to an injunction
restraining any breach and requiring immediate
issuance
and transfer, without the necessity of showing economic loss and without any
bond or other security being required.
The
obligation of the Company hereunder to issue and sell the Note to the Buyer at
the Closings is subject to the satisfaction, at or before the Closing Dates, of
each of the following conditions, provided that these conditions are for the
Company’s sole benefit and may be waived by the Company at any time in its sole
discretion:
(a) Buyer
shall have executed this Agreement, the Security Agreement, the Escrow Agreement
and the Investor Registration Rights Agreement and delivered the same to the
Company.
(b) The
Buyer shall have delivered to the Escrow Agent the Purchase Price for Note in
respective amounts as set forth next to Buyer as outlined on Schedule I attached
hereto and the Escrow Agent shall have delivered the net proceeds to the Company
by wire transfer of immediately available U.S. funds pursuant to the wire
instructions provided by the Company.
(c) The
representations and warranties of the Buyer shall be true and correct in all
material respects as of the date when made and as of the Closing Dates as though
made at that time (except for representations and warranties that speak as of a
specific date), and the Buyer shall have performed, satisfied and complied in
all material respects with the covenants, agreements and conditions required by
this Agreement to be performed, satisfied or complied with by the Buyer at or
prior to the Closing Dates.
(d) The
Company shall have filed a form UCC-1 with regard to the Pledged Property and
Pledged Collateral as detailed in the Security Agreement dated the date hereof
and provided proof of such filing to the Buyer.
The
obligation of the Buyer hereunder to purchase the Note at the Closing is subject
to the satisfaction, at or before the Closing Date, of each of the following
conditions:
(a) The
Company shall have executed this Agreement, the Security Agreement, the Note
in such amounts as purchased by Buyer
hereunder), the Escrow Agreement, the Irrevocable Transfer Instructions,
the Warrant and the Investor Registration Rights Agreement, and delivered the
same to the Buyer.
(b) The
trading in the Common Shares on the OTCBB shall not have been suspended for any
reason.
(c) The
representations and warranties of the Company shall be true and correct in all
material respects (except to the extent that any of such representations and
warranties is already qualified as to materiality in Section 3 above, in which
case, such representations and warranties shall be true and correct without
further qualification) as of the date when made and as of the Closing Dates as
though made at that time (except for
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representations
and warranties that speak as of a specific date) and the Company shall have
performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed, satisfied
or complied with by the Company at or prior to the Closing Dates. If
requested by the Buyer, the Buyer shall have received a certificate, executed by
the President of the Company, dated as of the Closing Dates, to the foregoing
effect and as to such other matters as may be reasonably requested by the Buyer
including, without limitation an update as of the Closing Dates regarding the
representation contained in Section 3(c) above.
(d) The
Company shall have executed and delivered to the Buyer the Note in the
respective amounts set forth opposite Buyer name on Schedule I attached
hereto.
(e) The
Buyer shall have received an opinion of counsel from counsel to the Company in a
form satisfactory to the Buyer.
(f) The
Company shall have provided to the Buyer a certificate of good standing from the
secretary of state from the state in which the Company is
incorporated.
(g) As
of the Closing Date, the Company shall have reserved out of its authorized and
unissued Common Stock, solely for the purpose of effecting the conversion of the
Note, shares of Common Stock to effect the conversion of all of the Conversion
Shares then outstanding.
(h) The
Irrevocable Transfer Agent Instructions, in form and substance satisfactory to
the Buyer, shall have been delivered to and acknowledged in writing by the
Company’s transfer agent.
(i) The
Company shall have provided to the Buyer an acknowledgement, to the satisfaction
of the Buyer, from the Company’s independent certified public accountants as to
its ability to provide all consents required in order to file a registration
statement in connection with this transaction.
(j) The
Company shall have filed a form UCC-1 or such other forms as may be required to
perfect the Buyer’(s’) interest in the Pledged Property and Pledged Collateral
as detailed in the Security Agreement dated the date hereof and provided proof
of such filing to the Buyer.
(k) Buyer’s
due diligence shall have been completed to Buyer’s satisfaction.
(a) In
consideration of the Buyer’s execution and delivery of this Agreement and
acquiring the Note and the Conversion Shares hereunder, and in addition to all
of the Company’s other obligations under this Agreement, the Company shall
defend, protect, indemnify and hold harmless the Buyer and each other holder of
the Note and the Conversion Shares, and all of their officers,
directors, employees and agents (including, without limitation, those
retained in connection with the transactions contemplated by this Agreement)
(collectively, the “Buyer Indemnitees”)
from and against any and all actions, causes of action, suits,
claims,
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losses,
costs, penalties, fees, liabilities and damages, and expenses in connection
therewith (irrespective of whether any such Buyer Indemnitee is a party to the
action for which indemnification hereunder is sought), and including reasonable
attorneys’ fees and disbursements (the “Indemnified
Liabilities”), incurred by the Buyer Indemnitees or any of them as a
result of, or arising out of, or relating to (a) any misrepresentation or breach
of any representation or warranty made by the Company in this Agreement, the
Note or the Investor Registration Rights Agreement or any other certificate,
instrument or document contemplated hereby or thereby, (b) any breach of any
covenant, agreement or obligation of the Company contained in this Agreement, or
the Investor Registration Rights Agreement or any other certificate, instrument
or document contemplated hereby or thereby, or (c) any cause of action, suit or
claim brought or made against such Indemnitee by a third party and arising out
of or resulting from the execution, delivery, performance or enforcement of this
Agreement or any other instrument, document or agreement executed pursuant
hereto by any of the Indemnities, any transaction financed or to be financed in
whole or in part, directly or indirectly, with the proceeds of the issuance of
the Note or the status of the Buyer or holder of the
Note the Conversion Shares, as a Buyer of Note
in the Company. To the extent that the foregoing undertaking by the
Company may be unenforceable for any reason, the Company shall make the maximum
contribution to the payment and satisfaction of each of the Indemnified
Liabilities, which is permissible under applicable law.
(b) In
consideration of the Company’s execution and delivery of this Agreement, and in
addition to all of the Buyer’s other obligations under this Agreement, the Buyer
shall defend, protect, indemnify and hold harmless the Company and all of its
officers, directors, employees and agents (including, without limitation, those
retained in connection with the transactions contemplated by this Agreement)
(collectively, the “Company Indemnitees”)
from and against any and all Indemnified Liabilities incurred by the Indemnitees
or any of them as a result of, or arising out of, or relating to (a) any
misrepresentation or breach of any representation or warranty made by the Buyer
in this Agreement, the Note or the Investor Registration Rights Agreement or any
other certificate, instrument or document contemplated hereby or thereby
executed by the Buyer, (b) any breach of any covenant, agreement or obligation
of the Buyer contained in this Agreement, the Note, the Investor Registration
Rights Agreement or any other certificate, instrument or document contemplated
hereby or thereby executed by the Buyer, or (c) any cause of action, suit or
claim brought or made against such Company Indemnitee based on material
misrepresentations or due to a material breach and arising out of or resulting
from the execution, delivery, performance or enforcement of this Agreement, the
Note, the Investor Registration Rights Agreement or any other certificate
instrument, document or agreement executed pursuant hereto by any of the Company
Indemnities. To the extent that the foregoing undertaking by Buyer
may be unenforceable for any reason, Buyer shall make the maximum contribution
to the payment and satisfaction of each of the Indemnified Liabilities, which is
permissible under applicable law.
(a) Governing
Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Florida without regard to the
principles of conflict of laws. The parties further agree that any
action between them shall be heard in Broward County, Florida and expressly
consent to the jurisdiction and venue of the State Court sitting in
Broward
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County,
Florida and the United States District Court for the Southern District of
Florida for the adjudication of any civil action asserted pursuant to this
Paragraph.
(b) Counterparts. This
Agreement may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other
party. In the event any signature page is delivered by facsimile
transmission, the party using such means of delivery shall cause four (4)
additional original executed signature pages to be physically delivered to the
other party within five (5) days of the execution and delivery
hereof.
(c) Recitals and
Headings. The recitals of this Agreement are an integral part of this
Agreement and shall be incorporated herein as if made a part of this
Agreement. The headings of
this Agreement are for convenience of reference and shall not form part of, or
affect the interpretation of, this Agreement.
(d) Severability. If
any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other
jurisdiction.
(e) Entire Agreement,
Amendments. This Agreement supersedes all other prior oral or
written agreements between the Buyer, the Company, their affiliates and persons
acting on their behalf with respect to the matters discussed herein, and this
Agreement and the instruments referenced herein contain the entire understanding
of the parties with respect to the matters covered herein and therein and,
except as specifically set forth herein or therein, neither the Company nor any
Buyer makes any representation, warranty, covenant or undertaking with respect
to such matters. No provision of this Agreement may be waived or
amended other than by an instrument in writing signed by the party to be charged
with enforcement.
(f) Notices. Any
notices, consents, waivers, or other communications required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed to
have been delivered (i) upon receipt, when delivered personally; (ii) upon
confirmation of receipt, when sent by facsimile; (iii) three (3) days after
being sent by U.S. certified mail, return receipt requested, or (iv) one (1) day
after deposit with a nationally recognized overnight delivery service, in each
case properly addressed to the party to receive the same. The
addresses and facsimile numbers for such communications shall be:
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If
to the Company, to:
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Xxxxx
Xxxxxxx, CEO
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00000
Xxxxxxxx Xxxxx, Xxxxx 000
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Xxxxxx,
Xxxxx 00000
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Telephone:
(000) 000-0000
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Facsimile: (000)000-0000
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With
a copy to:
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Xxxxxxx
X. Xxxxxx, Esq.
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0000
XXX Xxxxxxx, Xxxxx 000
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Xxxxxxxxx
Xxxxxxx, XX 00000
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Telephone:
(000) 000-0000
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Facsimile:
(000)000-0000
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If
to the Transfer Agent, to:
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Corporate
Stock Transfer, Inc.
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0000
Xxxxxx Xxxxx Xxxxx Xxxxx, Xxxxx 000
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Xxxxxx,
XX 00000
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Attn:
Xxxxxxx Xxxx
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Telephone:
(303) 282-800
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Facsimile:
(000) 000-0000
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With
Copy to:
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Xxxxx
X. Xxxxxxx XX, P.A.
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0000
Xxxxxxxx Xxx
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Xxxx
Xxxxx, XX 00000
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Attention: Xxx
Xxxxxxx, Esq.
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Telephone: (000)
000-0000
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Facsimile: (000)
000-0000
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If to the
Buyer, to its address and facsimile number on Schedule I, with copies to the
Buyer’s counsel as set forth on Schedule I. Each party shall provide
five (5) days’ prior written notice to the other party of any change in address
or facsimile number.
(g) Successors and
Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and
assigns. Neither the Company nor any Buyer shall assign this
Agreement or any rights or obligations hereunder without the prior written
consent of the other party hereto.
(h) No Third Party
Beneficiaries. This Agreement is intended for the benefit of
the parties hereto and their respective permitted successors and assigns, and is
not for the benefit of, nor may any provision hereof be enforced by, any other
person.
(i) Survival. Unless
this Agreement is terminated under Section 9(l), the representations and
warranties of the Company and the Buyer contained in Sections 2 and 3, the
agreements and covenants set forth in Sections 4, 5 and 9, and the
indemnification provisions set forth in Section 8, shall survive the Closing for
a period of two (2) years following the date on which the Note are converted in
full. The Buyer shall be responsible only for its own
representations, warranties, agreements and covenants hereunder.
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(j) Publicity. The
Company and the Buyer shall have the right to approve, before issuance any press
release or any other public statement with respect to the transactions
contemplated hereby made by any party; provided, however, that the Company shall
be entitled, without the prior approval of the Buyer, to issue any press release
or other public disclosure with respect to such transactions required under
applicable securities or other laws or regulations (the Company shall use its
best efforts to consult the Buyer in connection with any such press release or
other public disclosure prior to its release and Buyer shall be provided with a
copy thereof upon release thereof).
(k) Further
Assurances. Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
17
IN WITNESS WHEREOF, the Buyer and the Company
have caused this Securities Purchase Agreement to be duly executed as of the
date first written above.
|
COMPANY:
|
|
|
PLATINA
ENERGY GROUP, INC.
|
|
|
By:
|
|
|
Name:
Xxxxx Xxxxxxx
|
|
|
Title: Chief
Executive Officer
|
|
|
BUYER:
|
|
|
TRAFALGAR
CAPITAL SPECIALIZED
|
|
|
INVESTMENT
FUND, LUXEMBOURG
|
|
|
By: Trafalgar
Capital Sarl
|
|
|
Its: General
Partner
|
|
|
By:
|
|
|
Name: Xxxxxx
Xxxxx
|
|
|
Title: Chairman
of the Board
|
18
EXHIBIT
A
FORM OF INVESTOR
REGISTRATION RIGHTS AGREEMENT
19
EXHIBIT
B
FORM OF ESCROW
AGREEMENT
20
EXHIBIT
C
TRANSFER AGENT
INSTRUCTIONS
21
EXHIBIT
D
FORM OF SECURITY
AGREEMENT
22
SCHEDULE
I
SCHEDULE OF
BUYER
|
Name
|
Signature
|
Address/Facsimile
Number
of Buyer
|
Amount
of Subscription
|
|
0-00
Xxx Xxxxxxx Xxxxx
|
|||
|
Trafalgar
Capital Specialized
|
By: Trafalgar
Capital Sarl
|
BP
3023
|
$ 1,200,000
|
|
Investment
Fund, Luxembourg
|
Its: General
Partner
|
X-0000
Xxxxxxxxxx
|
|
|
Facsimile:
|
|||
|
011-44-207-405-0161
|
|||
|
By:
|
and
|
||
|
Name: Xxxxxx
Xxxxx
|
001-786-323-1651
|
||
|
Its: Chairman
of the Board
|
Buyer’s
Counsel:
Xxxxx X.
Xxxxxxx XX, P.A.
0000
Xxxxxxxx Xxx
Xxxx
Xxxxx, XX 00000
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
23
SCHEDULE
4(j)
SCHEDULE
OF INDEBTEDNESS
24
SCHEDULE
II
CURRENT
OUTSTANDING RIGHTS TO ACQUIRE COMPANY
SECURITIES
AND OUTSTANDING DEBT SECURITIES
25
