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Exhibit 99.2
THIS CONVERTIBLE DEBENTURE HAS BEEN SOLD IN AN "OFFSHORE TRANSACTION" IN
RELIANCE UPON REGULATION S AS PROMULGATED BY THE SECURITIES AND EXCHANGE
COMMISSION. ACCORDINGLY, NEITHER THIS CONVERTIBLE DEBENTURE NOR ANY COMMON
SHARES INTO WHICH IT MAY BE CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A "U.S. PERSON" (AS DEFINED
UNDER REGULATION S) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
TRANSFER OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS LIMITED BY THE TERMS
OF THIS DEBENTURE AND ALL EXHIBITS AND ATTACHMENTS HERETO.
Regulations S Restrictive Agreement No. 001
IMAGICA ENTERTAINMENT, INC.
CONVERTIBLE DEBENTURE
$100,000.00 Gainesville, Florida
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Amount of Debenture Date: ________________________
IMAGICA ENTERTAINMENT, INC., a Florida corporation (the "Company"). for
value received, hereby promises to pay to Nimbus Tres Sociedad Anonima the
principal sum of $100,000 on November 1, 2006, and to pay interest (computed on
the basis of a 360-day year of twelve 30-day months) from the date hereof on the
unpaid balance of such principal amount from time to outstanding at the rate of
three percent (3%) per annum; all such accrued interest and principal shall be
due and payable on or before ten years following the date of this agreement by
payment of all principal and interest due hereunder by the issuance of common
stock of the Company valued at the Conversion Price as herein defined. Anytime
after forty days following Nimbus Tres Sociedad Anonima's funding of this
convertible debenture, it may convert the principal amount due hereunder into
common shares of the Company at the Conversion Price. As used in this agreement
the "Conversion Price" shall refer to the lower of the (a) the closing bid price
of the common stock of the Company on the date of funding by Nimbus Tres
Sociedad Anonima or (b) Sixty percent (60%) of the closing bid price of the
common stock of the Company for the five (5) trading days immediately preceding
the date of the conversion.
1. Conversion
1.1 Right: Number of Conversion Shares. The holder of this Debenture
may, at the holder's option, at any time on or before full payment, convert from
time to time the principal amount of such Debenture and all interest then
accrued and unpaid, or any part thereof, into Common Stock of the Company. The
number
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of shares of Common Stock of the Company into which the Debentures may be
converted shall be computed as follows: Divide the principal amount of
Debentures to be converted by the Conversion Price.
1.2 Adjustment for Change in Capital Stock.
a) If the Company:
(1) pays a dividend in shares of its Common Stock;
(2) subdivides its outstanding shares of Common Stock into
a greater number of shares;
(3) combines its outstanding shares of Common Stock into a
smaller number of shares;
(4) distributes to all holders of its Common Stock shares
of its capital stock other than Common Stock; or
(5) issues by reclassification of its shares of Common
Stock any shares of its capital stock.
then the conversion privilege and the Conversion Price in effect immediately
prior to such action shall be adjusted so that the holder of any Debenture
thereafter converted may receive the number of shares of Common Stock or other
capital stock of the Company which such holder would have owned immediately
following such action if such holder had converted the Debenture immediately
prior to such action.
b) For a dividend or distribution, the adjustment shall become effective
immediately after the record date for the dividend or distribution. For a
subdivision, combination, or reclassification, the adjustment shall become
effective immediately after the effective date of the subdivision, combination,
or reclassification.
c) If after an adjustment a holder of a Debenture upon conversion of it
may receive shares of two or more classes of capital stock of the Company, the
Company shall determine the allocation of the adjusted Conversion Price between
or among the classes of capital stock. After such allocation, the conversion
prices of the classes of capital stock shall thereafter be subject to adjustment
on terms comparable to those applicable to Common Stock in this Agreement.
1.3 Notice of Adjustment. Whenever the Conversion Price is adjusted,
the Company shall promptly mail to holders of Debentures a notice of the
adjustment.
1.4 Merger, Consolidation, etc. If the Company at any time while the
Debentures are outstanding shall consolidate with, merge into, or effect a plan
of exchange with, or sell or convey all or substantially all of its assets to
any other corporation or shall by subdivision, combination, or reclassification
or securities or otherwise change any of its securities then issuable upon
conversion of the Debentures into the same or a different number of securities
of any class or classes, then, in any such event, the Debentures shall
thereafter be convertible into such number any kinds of securities and property
as would have been issuable and distributable on account of such consolidation,
merger, plan of exchange, sale, conveyance, subdivision, combination,
reclassification, or similar change, upon or with respect to the securities
which are issuable upon conversion of the Debentures immediately prior to such
consolidation, merger, plan of exchange, sale, conveyance, subdivision,
combination, or reclassification, or similar change.
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2. Prepayment of Principal of Interest.
All or a portion of interest or principal due hereunder may be prepaid
without penalty.
3. Default.
3.1 Events of Default; Acceleration. The entire unpaid principal of
this Debenture and the interest then accrued on this Debenture shall become and
be immediately due and payable on written demand of the holder of this
Debenture, without any other notice or demand of any kind or any presentment or
protest, if any one of the following conditions or events (an "Event or
Default") occurs and is continuing when demand is made, whether voluntarily or
involuntarily, or, without limitation, occurring or brought about by operation
of law or pursuant to or in compliance with any judgment, decree, or order of
any court or any order, rule or regulation of any governmental body.
a) if the Company defaults in the payment of any principal of any
debenture for more than 10 days after the same becomes due and payable, whether
at maturity or at a date fixed for payment or be acceleration or otherwise when
due; or
b) if the Company defaults in the payment of any interest on any
debenture for more than 10 days after the same becomes due and payable; or
c) if the Company defaults in the performance of or compliance
with any term or covenant contained in the Agreement or this Debenture and such
default shall not have been remedied within 15 days after written notice thereof
shall have been given to the Company by any holder of Debentures; or
d) if any representation or warranty made in writing by or on
behalf of the Company in the Agreement or pursuant thereto in connection with
the transactions contemplated thereby shall prove to have been false or
incorrect in any material respect on the date as of which made: or
e) if the Company makes an assignment for the benefit of
creditors, admits in writing its inability to pay its debts as they become due,
files a voluntary petition in bankruptcy, is adjudicated as bankrupt or
insolvent, files any petition or answer seeking for itself any reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar
relief under any present or future statute, law or regulation, files any answer
admitting or not contesting the material allegations of a petition filed against
the Company in any such proceeding, seeks or consents to or acquiesces in the
appointment of any trustee, receiver, or liquidator of the Company or of all or
any substantial part of the properties of the Company of if the Company or its
directors or majority shareholders take any action looking to the dissolution or
liquidation of the Company; or
f) if, within 60 days after the commencement of an action
against the Company seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution, or similar relief, such action shall
not have been dismissed or all orders or proceedings thereunder affecting the
operations or the business of the Company stayed, or if the stay of any such
order or proceeding shall thereafter be set aside, or if, within 60 days after
the appointment without the consent of acquiescence of the Company of any
trustee, receiver, or liquidator of the Company or of all or any substantial
part of the properties of the Company, such appointment shall not have been
vacated; or
g) if a final judgment for the payment of money in excess of
$25,000 (not covered by insurance or indemnification) shall be rendered against
the Company and if, within 60 days after entry thereof, such judgment shall not
have been discharged or execution thereof stayed pending appeal, or if,
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within 60 days after the expiration of any such stay, such judgment shall not
have been discharged or provision therefor satisfactory to Investors shall have
been made;
then and in any such event any holder or holders of the Debentures at the time
outstanding may at any time (unless all defaults shall theretofore have been
remedied) at its or their option, by written notice or notices to the Company,
declare all of the Debentures to be due and payable, whereupon the same shall
forthwith mature and become due and payable, together with interest accrued
thereon, without presentment, demand, protest, or notice, all of which are
hereby waived.
If any holder of the Debentures gives any notice or takes any other
action with respect to a claimed default, the Company, forthwith upon receipt of
such notice or obtaining knowledge of such other action, will give written
notice thereof to all other holders of the Debentures at the time outstanding,
describing such notice or other action and the nature of the claimed default.
2.3 Remedies on Default, etc. If one or more Events of Default occurs
and is continuing, any holder of the Debentures at any time outstanding may
proceed to protect and enforce the rights of such holder by an action at law,
suit in equity, or other appropriate proceeding, whether for the specific
performance or any agreement contained herein or under terms of such Debentures
or for an injunction against a violation of any of the terms hereof or thereof,
or in aid of the exercise of any power granted hereby or thereby or by law. In
case of a default in the payment or any principal or interest on any Debentures,
the Company will pay to the holder thereof such further amount as shall be
sufficient to cover the costs and expenses of collection (or protection of such
holder's interests), including, without limitation, reasonable attorneys' fees
at pretrial, trial, appellate level, expenses, and disbursements. No course of
dealing and no delay on the part of any holder of the Debentures in exercising
any right shall operate as a waiver thereof or otherwise prejudice such holder's
rights. No right shall be exclusive or any other right referred to herein or
therein or now or hereafter available at law, in equity, by statute, or
otherwise.
4. Fees. The Company will pay, and save the Holders harmless against all
liability for the payment of all costs and other expenses incurred in connection
with the Company's performance of and compliance with all agreements and
conditions contained herein on its part to be performed or complied with. The
Company further agrees that it will pay, and will save the Holders harmless
from, any and all liability with respect to any stamp or similar taxes which may
be determined to be payable in connection with the execution and delivery of
this Debenture or any modification, amendment or alteration of the terms or
provisions of this Debenture, and that it will similarly pay and hold the
Holders harmless from all issue taxes in respect of the issuance of the
purchased shares.
5. General.
5.1 Successors and Assigns. This Debenture, and the obligations and
rights of the Company hereunder, shall be binding on and inure to the benefit of
the Company, the holder of this Debenture, and their respective heirs,
successors, and assigns.
5.2 Currency. All payments shall be made in such coin or currency of
the United States of America as at the time of payment shall be legal tender
therein for the payment of public and private debts.
5.3 Notices. All notices, requests, consents, and demands shall be made
in writing and shall be deemed effectively given when delivered personally to
the party to whom it is addressed or when deposited in the United States mail,
by registered or certified mail, postage prepaid, addressed to the Company,
Attention: President at 3622 NE 4th Street, Gainesville, Florida, 32601, or to
the holder of the Debenture at the addressed furnished to the Company in
writing.
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5.4 Governing Law. This Debenture shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
Florida.
5.5 Transfer and Exchange of Debenture. Upon surrender for registration
of transfer of any Debenture at the office of the Company, the Company at its
expenses shall execute and deliver one or more new Debentures in an aggregate
principal amount equal to the unpaid principal amount of such surrendered
Debenture registered in the name of the designated transferee or transferees.
This Debenture may not be exchanged for other Debentures. Whenever any
Debentures are surrendered for exchange, the Company shall execute and deliver
at its expense the Debentures which the holder making the exchange is entitled
to receive. Each Debenture presented or surrendered for registration of
transfer shall be duly enforced, or be accompanied by a written instrument of
transfer duly executed, by the holder of such Debenture of the holder's attorney
duly authorized in writing. Any Debentures issued in exchange for any
Debentures or upon transfer thereof shall carry the rights to unpaid interest
accrued to the date of transfer which were carried by the Debentures so
exchanged or transferred, and neither gain no loss of interest shall result from
any such transfer or exchange.
5.6 Replacement of Debentures. Upon receipt of evidence reasonably
satisfactory of the Company of the loss, theft, destruction, or mutilation of
any Debenture and, in the case of any such mutilation, upon the surrender of
such Debenture for cancellation at the place of payment specified therein or
pursuant thereto, the Company at its expense will execute and deliver, in lieu
thereof, a new Debenture of like tenor dated the date to which interest has been
paid on such lost, stolen, destroyed or mutilated Debenture.
IN WITNESS WHEREOF, this Debenture has been executed and delivered as a
sealed instrument on the date first above written by the duly authorized
representative of the Company.
IMAGICA ENTERTAINMENT, INC.
/s/ Robert S. Wormser
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By: Robert S. Wormser
Title: President
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THIS CONVERTIBLE DEBENTURE HAS BEEN SOLD IN AN "OFFSHORE TRANSACTION" IN
RELIANCE UPON REGULATION S AS PROMULGATED BY THE SECURITIES AND EXCHANGE
COMMISSION. ACCORDINGLY, NEITHER THIS CONVERTIBLE DEBENTURE NOR ANY COMMON
SHARES INTO WHICH IT MAY BE CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A "U.S. PERSON" (AS DEFINED
UNDER REGULATION S) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
TRANSFER OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS LIMITED BY THE TERMS
OF THIS DEBENTURE AND ALL EXHIBITS AND ATTACHMENTS HERETO.
Regulations S Restrictive Agreement No. 002
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IMAGICA ENTERTAINMENT, INC.
CONVERTIBLE DEBENTURE
$100,000.00 Gainesville, Florida
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Amount of Debenture Date: ________________________
IMAGICA ENTERTAINMENT, INC., a Florida corporation (the "Company"), for
value received, hereby promises to pay to Nimbus Tres Sociedad Anonima the
principal sum of $100,000 on November 1, 2006, and to pay interest (computed on
the basis of a 360-day year of twelve 30-day months) from the date hereof on the
unpaid balance of such principal amount from time to outstanding at the rate of
three percent (3%) per annum; all such accrued interest and principal shall be
due and payable on or before ten years following the date of this agreement by
payment of all principal and interest due hereunder by the issuance of common
stock of the Company valued at the Conversion Price as herein defined. Anytime
after forty days following Nimbus Tres Sociedad Anonima's funding of this
convertible debenture, it may convert the principal amount due hereunder into
common shares of the Company at the Conversion Price. As used in this agreement
the "Conversion Price" shall refer to the lower of the (a) the closing bid price
of the common stock of the Company on the date of funding by Nimbus Tres
Sociedad Anonima or (b) Sixty percent (60%) of the closing bid price of the
common stock of the Company for the five (5) trading days immediately preceding
the date of the conversion.
1. Conversion
1.1 Right; Number of Conversion Shares. The holder of this Debenture
may, at the holder's option, at any time on or before full payment, convert from
time to time the principal amount of such Debenture and all interest then
accrued and unpaid, or any part thereof, into Common Stock of the Company. The
number
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November 18, 1996
Robert Wormser
President
Imagica Entertainment, Inc.
P.O. Box 2121
Ocala, FL 34478
Dear Mr. Wormser:
We have the two hundred thousand United States dollars in cleared funds on
deposit with the escrow agent and are ready to proceed with the first traunch
of the Regulation S agreement. It has come to our attention that you may be
considering offering a similar investment arrangement to another purchaser in
the near future. It is our opinion if you were to enter into another such
funding agreement involving the common stock, preferred shares or debentures of
Imagica this may detrimentally affect the financial integrity of our investment
in your company. As a condition of our purchasing the debentures as described
in the Regulation S Subscription Agreement between us dated September 17, 1996,
we would like you to acknowledge and agree that no other funding agreements
(written or oral) have been made since the date of that agreement and shall not
be made in the future unless Imagica should not receive funding from Nimbus in
the minimum gross amount of $200,000 USD for a period of ninety days beginning
with the date of the last disbursement of funds to Imagica from the escrow
agent.
Please indicate your acceptance of this condition by signing where indicated
below and returning to me.
Sincerely,
NIMBUS TRES SOCIEDAD ANONIMA
/s/ Jorge Castro Olmos
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Jorge Castro Olmos
Acknowledged and Agreed:
IMAGICA ENTERTAINMENT, INC.
/s/ Robert S. Wormser
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By: Robert S. Wormser
Title: President