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Title: |
Convertible Debenture Purchase Agreement |
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Entities: |
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Date: |
2005 |
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Size: |
Preview shows 8KB of 79KB total |
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Price: |
$44 |
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ID: |
#1253889 |
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CONVERTIBLE DEBENTURE PURCHASE AGREEMENT
Between
CORDEXA HOLDINGS, INC.
______________________________________________________________
and
VITEL VENTURES, INC.
February 1, 2005
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
-----------------
<S> <C>
ARTICLE I CERTAIN DEFINITIONS. . . . . . . . . . . . . . . . . . . 1
1.1 Certain Definitions . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II PURCHASE AND SALE OF CONVERTIBLE DEBENTURES . . . . . . 3
2.1 Purchase and Sale; Purchase Price . . . . . . . . . . . . . 3
ARTICLE III REPRESENTATIONS AND WARRANTIES. .. . . . . . . . . . . 3
3.1 Representations, Warranties and Agreements of the Company . 3
3.2 Representations and Warranties of Vitel . . . . . . . . . . 5
ARTICLE IV OTHER AGREEMENTS OF THE PARTIES . . . . . . . . . . . . 8
4.1 Manner of Offering. . . . . . . . . . . . . . . . . . . . . 8
4.2 Piggy Back Registration Rights. . . . . . . . . . . . . . . 8
4.3 Blue Sky Laws . . . . . . . . . . . . . . . . . . . . . . . 9
4.4 Furnishing of Rule 144(c) Materials . . . . . . . . . . . . 9
4.5 Conversion Proceedures. . . . . . . . . . . . . . . . . . . 9
4.6 Redemption Restrictions . . . . . . . . . . . . . . . . . . 9
4.7 Merger or Consolidation . . . . . . . . . . . . . . . . . . 9
4.8 Short Sales . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE V MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . 10
5.1 Entire Agreement; Amendments. . . . . . . . . . . . . . . . 10
5.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 10
5.3 Amendments; Waivers . . . . . . . . . . . . . . . . . . . . 11
5.4 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . 11
5.5 Successors and Assigns. . . . . . . . . . . . . . . . . . . 11
5.6 No Third Party Beneficiaries. . . . . . . . . . . . . . . . 11
5.7 Governing Law; Venue; Service of Process. . . . . . . . . . 12
5.8 Counterpart Signatures. . . . . . . . . . . . . . . . . . . 12
5.9 Severability. . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>
EXHIBIT LIST:
Exhibit A Convertible Debenture
<PAGE>
THIS CONVERTIBLE DEBENTURE PURCHASE AGREEMENT ("Agreement") is made and
entered into as of February 1, 2005, between Cordexa Holdings, Inc., a
corporation organized and existing under the laws of the State of Delaware (the
"Company") with its offices at 605-475 Howe Street, Vancouver, British Columbia
V6C 2B3 Canada, and Vitel Ventures, Inc., a corporation organized under the laws
of the Cayman Islands with its offices at 802 Grand Pavilion, 1st Floor, Grand
Cayman, Cayman Islands BWI ("Vitel").
WHEREAS, subject to the terms and conditions set forth in this Agreement,
the Company desires to issue and sell to Vitel and Vitel desires to acquire from
the Company an aggregate principal amount of Sixty-Five Thousand U.S. Dollars
($65,000) of the Company's Convertible Debentures, due February 1, 2006, at the
aggregate price of Sixty-Five Thousand Dollars ($65,000) in the form of Exhibit
A (the " Debentures") in exchange for the payment by Vitel of the Purchase Price
(as herein defined).
IN CONSIDERATION of the mutual covenants contained in this Agreement, the
Company and Vitel agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
1.1 Certain Definitions. As used in this Agreement, and unless the
--------------------
context requires a different meaning, the following terms have the meanings
indicated:
"Affiliate" means, with respect to any Person, any Person that, directly or
---------
indirectly, controls, is controlled by or is under common control with such
Person. For the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlled by" and "under common control with")
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such Person, whether
through the ownership of voting securities or by contract or otherwise.
"Agreement" shall have the meaning set forth in the introductory paragraph
---------
of this Agreement.
"Business Day" means any day except Saturday, Sunday and any day which
-------------
shall be a legal holiday or a day on which banking institutions in the State of
New York are authorized or required by law or other government actions to close.
"Change of Control" means the acquisition, directly or indirectly, by any
--------------------
Person of ownership of, or the power to direct the exercise of voting power with
respect to, a majority of the issued and outstanding voting shares of the
Company.
"Commission" means the Securities and Exchange Commission.
----------
<PAGE>
"Common Stock" means shares now or hereafter authorized of the class of
-------------
common stock, par value $.001 per share, of the Company and stock of any other
class into which such shares may hereafter have been reclassified or changed.
"Company" shall have the meaning set forth in the introductory paragraph.
-------
"Conversion Date" shall have the meaning set forth in the Debentures.
----------------
"Conversion Price" shall be $.10 per share of Common Stock, as set forth in
----------------
the Debentures.
"Debentures" shall have the meaning set forth in the recital.
----------
"Default" means any event or condition which constitutes an Event of
-------
Default or which with the giving of notice or lapse of time or both would,
unless cured or waived, become an Event of Default.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
-------------
"Execution Date" means the date of this Agreement first written above.
---------------
"Interest Shares" shall mean any shares of Common Stock of the Company
----------------
issued in payment of interest in accordance with the terms of the Debentures.
"Material Adverse Effect" shall have the meaning set forth in Section
-------------------------
3.1(a).
"Notice of Conversion" shall have the meaning set forth in the Debenture.
----------------------
"Original Issuance Date" shall have the meaning set forth in the
------------------------
Debentures.
"Person" means an individual or a corporation, partnership, trust,
------
incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or political subdivision
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