CONVERTIBLE SUBORDINATED DEBENTURE
OF
UPGRADE INTERNATIONAL CORP.
THIS DEBENTURE AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
CONVERTIBLE SUBORDINATED DEBENTURE
Note No. 2001 A-_________ ________________, 2001
$________________________ ________________, Washington
FOR VALUE RECEIVED, UPGRADE INTERNATIONAL CORPORATION, a Washington
corporation ("COMPANY"), promises to pay to _______________________________
("HOLDER"), the principal sum of ___________________________ Dollars (USD
$__________), together with simple interest from the date of this Debenture on
the unpaid principal balance at the rate of eight percent (8%) per annum. All
unpaid principal, together with any then unpaid and accrued interest and other
amounts payable hereunder, shall be due and payable on the earlier of: (i) three
(3) months from the date hereof (the "MATURITY DATE"), or (ii) when such amounts
are made due and payable upon or after the occurrence of an Event of Default (as
defined below). This Debenture is issued pursuant to the Convertible
Subordinated Debenture Subscription Agreement dated as of February 28, 2001 (as
amended, modified or supplemented, the "SUBSCRIPTION AGREEMENT") between Company
and the Holder.
The following is a statement of the rights of Holder and the conditions to
which this Debenture is subject, and to which the Holder hereof, by the
acceptance of this Debenture, agrees:
1. DEFINITIONS. As used in this Debenture, the following capitalized
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terms have the following meanings:
(a) For purposes of the foregoing, the "ARTICLES" shall mean the
Articles of Incorporation of Company.
(b) "HOLDER" shall mean the Person specified in the introductory
paragraph of this Debenture or any Person who shall at the time be the holder
of this Debenture.
(c) "INDEBTEDNESS" shall mean and include the aggregate amount
of, without duplication: (i) all obligations for borrowed money, (ii) all
obligations evidenced by bonds, debentures, notes or other similar instruments,
(iii) all obligations to pay the deferred purchase price of property or services
(other than accounts payable incurred in the ordinary course of business
determined in accordance with generally accepted accounting principles), (iv)
all obligations with respect to capital leases, (v) all guaranty obligations,
(vi) all obligations created or
arising under any conditional sale or other title retention agreement with
respect to property acquired, and (vii) all reimbursement and other payment
obligations, contingent or otherwise, in respect of letters of credit.
(d) "INVESTMENT" of any Person shall mean any loan or advance of
funds by such Person to any other Person (other than advances to employees of
such Person for moving and travel expense, drawing accounts and similar
expenditures in the ordinary course of business), any purchase or other
acquisition of any equity securities or Indebtedness of any other Person, any
capital contribution by such Person to or any other investment by such Person in
any other Person (including, without limitation, any Indebtedness incurred by
such Person of the type described in clauses (i) and (ii) of the definition of
"INDEBTEDNESS" on behalf of any other Person); provided, however, that
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Investments shall not include accounts receivable or other indebtedness owed by
customers of such Person which are current assets and arose from sales in the
ordinary course of such Person's business.
(e) "COMPANY" includes the corporation initially executing this
Debenture and any Person who shall succeed to or assume the obligations of
Company under this Debenture.
(f) "PERSON" shall mean and include an individual, a
partnership, a corporation (including a business trust), a joint stock company,
a limited liability company, an unincorporated association, a joint venture or
other entity, or a governmental authority.
(g) "SENIOR INDEBTEDNESS" shall mean, unless expressly
subordinated to or made on a parity with the amounts due under this Debenture,
the principal of, unpaid interest on and amounts reimbursable, fees, expenses,
costs of enforcement and other amounts due in connection with (i) indebtedness
of Company to banks, commercial finance lenders, insurance companies, leasing or
equipment financing institutions or other lending institutions regularly engaged
in the business of lending money (excluding venture capital, investment banking
or similar institutions which sometimes engage in lending activities but which
are primarily engaged in investments in equity securities), which is for money
borrowed, or purchase or leasing of equipment in the case of lease or other
equipment financing, whether or not secured, and (ii) any such indebtedness or
any debentures, notes or other evidence of indebtedness issued in exchange for
such Senior Indebtedness, or any indebtedness arising from the satisfaction of
such Senior Indebtedness by a guarantor.
(h) "TRANSACTION DOCUMENTS" shall mean this Debenture and the
Subscription Agreement.
2. INTEREST. Accrued interest on this Debenture shall be payable at
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such time as the outstanding principal amount hereof shall be paid in full.
3. EVENTS OF DEFAULT. The occurrence of any of the following shall
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constitute an "EVENT OF DEFAULT" under this Debenture and the Subscription
Agreement:
(a) Failure to Pay. Company shall fail to pay (i) any
principal payment on the due date hereunder, or (ii) any interest or other
payment required under the terms of this Debenture or the Subscription Agreement
on the date due, and such payment shall not have been made within fifteen (15)
days of Company's receipt of Holder's written notice to Company of such failure
to pay; or
(b) Breaches of Covenants. Company shall fail to observe or
perform any covenant, obligation, condition or agreement contained in this
Debenture or the Subscription Agreement (other than those covenants specified in
Section 3(a)), and (i) such failure shall continue for thirty (30) days and
remain uncured, or (ii) if such failure is not curable within such 30-day
period, but is reasonably capable of cure within 60 days, either (A) such
failure shall continue for 60 days, or (B) Company shall not have commenced a
cure in a manner reasonably satisfactory to Holder within the initial 30- day
period; or
(c) Representations and Warranties. Any representation,
warranty, certificate, or other statement (financial or otherwise) made or
furnished by or on behalf of Company to Holder in writing in connection with
this Debenture or the Subscription Agreement, or as an inducement to Holder to
enter into this Debenture and the Subscription Agreement, shall be false,
incorrect, incomplete or misleading in any material respect when made or
furnished; or
(d) Voluntary Bankruptcy or Insolvency Proceedings. Company
shall (i) apply for or consent to the appointment of a receiver, trustee,
liquidator or custodian of itself or of all or a substantial part of its
property, (ii) be unable, or admit in writing its inability, to pay its debts
generally as they mature, (iii) make a general assignment for the benefit of its
or any of its creditors, (iv) be dissolved or liquidated in full or in part, (v)
become insolvent (as such term may be defined or interpreted under any
applicable statute), (vi) commence a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to itself or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in
effect, or consent to any such relief or to the appointment of or taking
possession of its property by any official in an involuntary case or other
proceeding commenced against it, or (vii) take any action for the purpose of
effecting any of the foregoing; or
(e) Involuntary Bankruptcy or Insolvency Proceedings.
Proceedings for the appointment of a receiver, trustee, liquidator or custodian
of Company or of all or a substantial part of the property thereof, or an
involuntary case or other proceedings seeking liquidation, reorganization or
other relief with respect to Company or the debts thereof under any bankruptcy,
insolvency or other similar law now or hereafter in effect, shall be commenced
and an order for relief entered, or such proceeding shall not be dismissed or
discharged within 90 days of commencement; or
(f) Transaction Documents. Any Transaction Document or any
material term thereof shall cease to be, or be asserted by Company not to be, a
legal, valid and binding obligation of Company enforceable in accordance with
its terms; or
(g) Registration of Shares. Failure to file with the SEC by May
31, 2001, a registration statement covering the Conversion Shares and such
failure is not cured within the period prescribed in Paragraph 3(b).
4. RIGHTS OF HOLDER UPON DEFAULT. Upon the occurrence or existence of
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any Event of Default (other than an Event of Default referred to in Paragraphs
3(d) and 3(e)) and at any time thereafter during the continuance of such Event
of Default, Holder may, by written notice to Company, declare all outstanding
obligations payable by Company hereunder to be immediately due and payable
without presentment, demand, protest or any other notice of any kind, all of
which are hereby expressly waived, anything contained herein or in the
Subscription Agreement to the contrary notwithstanding. Upon the occurrence or
existence of any Event of Default described in Paragraphs 3(d) and 3(e),
immediately and without notice, all outstanding obligations payable by Company
hereunder shall automatically become immediately due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived, anything contained herein or in the Subscription
Agreement to the contrary notwithstanding. In addition to the foregoing remedy,
upon the occurrence or existence of any Event of Default, Holder may exercise
any other right, power or remedy granted to it by the Transaction Documents or
otherwise permitted to it by law, either by suit in equity or by action at law,
or both.
5. SUBORDINATION. The indebtedness evidenced by this Debenture is
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hereby expressly subordinated, to the extent and in the manner hereinafter set
forth, in right of payment to the prior payment in full of all of Company's
Senior Indebtedness.
(a) Insolvency Proceedings. If there shall occur any
receivership, insolvency, assignment for the benefit of creditors, bankruptcy,
reorganization, or arrangement with creditors (whether or not pursuant to
bankruptcy or other insolvency laws), sale of all or substantially all of the
assets, dissolution, liquidation, or any other marshalling of the assets and
liabilities of Company, (i) no amount shall be paid by Company in respect of the
principal of, interest on or other amounts due with respect to this Debenture at
the time outstanding, unless and until the principal of and interest on the
Senior Indebtedness then outstanding shall be paid in full, and (ii) no claim or
proof of claim shall be filed with Company by or on behalf of the Holder of this
Debenture which shall assert any right to receive any payments in respect of the
principal of and interest on this Debenture except subject to the payment in
full of the principal of and interest on all of the Senior Indebtedness then
outstanding.
(b) Default on Senior Indebtedness. If there shall occur an
event of default which has been declared in writing with respect to any Senior
Indebtedness, as defined herein, or in the instrument under which it is
outstanding, permitting the holder to accelerate the maturity thereof and Holder
shall have received written notice thereof from the holder of such Senior
Indebtedness, then, unless and until such event of default shall have been cured
or waived or shall have ceased to exist, or all Senior Indebtedness shall have
been paid in full, no payment shall be made in respect of the principal of or
interest on this Debenture, unless within 180 days after the happening of such
event of default, the maturity of such Senior Indebtedness shall not have been
accelerated. Not more than one notice may be given to the Holder pursuant to the
terms of this Section 5(b) during any 365-day period.
(c) Further Assurances. By acceptance of this Debenture, the
Holder agrees to execute and deliver customary forms of subordination agreements
requested from time to time by holders of Senior Indebtedness, and as a
condition to the Holder's rights hereunder, Company may require that Holder
execute such forms of subordination agreements provided that such forms shall
not impose on Holder terms less favorable than those provided herein.
(d) Other Indebtedness. No Indebtedness which does not
constitute Senior Indebtedness shall be senior in any respect to the
Indebtedness represented by this Debenture unless consented to in writing by the
Holder.
(e) Subrogation. Subject to the payment in full of all Senior
Indebtedness and until this Debenture shall be paid in full, the holder of this
Debenture shall be subrogated to the rights of the holder(s) of such Senior
Indebtedness (to the extent of the payments or distributions made to the
holder(s) of such Senior Indebtedness pursuant to the provisions of this Section
5) to receive payments and distributions of assets of Company applicable to the
Senior Indebtedness. No such payments or distributions applicable to the Senior
Indebtedness shall, as between Company and its creditors, other than the holders
of Senior Indebtedness and the Holder, be deemed to be a payment by Company to
or on account of this Debenture; and for purposes of such subrogation, no
payments or distributions to the holders of Senior Indebtedness to which the
Holder would be entitled except for the provisions of this Section 5 shall, as
between Company and its creditors, other than the holders of Senior Indebtedness
and the Holder, be deemed to be a payment by Company to or on account of the
Senior Indebtedness.
(f) No Impairment. Subject to the rights, if any, of the
holders of Senior Indebtedness under this Section 5 to receive cash, securities
or other properties otherwise payable or deliverable to the Holder of this
Debenture, nothing contained in this Section 5 shall impair, as between Company
and Holder, the obligation of Company, subject to the terms and conditions
hereof, to pay to the Holder the principal hereof and interest hereon as and
when the same become due and payable or shall prevent the Holder of this
Debenture, upon default hereunder, from exercising all rights, powers and
remedies otherwise provided herein or by applicable law.
(g) Lien Subordination. Any Lien of Holder, whether now or
hereafter existing in connection with the amounts due under this Debenture, on
any assets or property of Company or any proceeds or revenues therefrom which
Holder may have at any time as security for any amounts due and obligations
under this Debenture, shall be subordinate to all Liens now or hereafter granted
to a holder of Senior Indebtedness by Company or by law, notwithstanding the
date, order or method of attachment or perfection of any such Lien or the
provisions of any applicable law.
(h) Reliance of Holders of Senior Indebtedness. Holder, by its
acceptance hereof, shall be deemed to acknowledge and agree that the foregoing
subordination provisions are, and are intended to be, an inducement to and a
consideration of each holder of Senior Indebtedness, whether such Senior
Indebtedness was created or acquired before or after the creation of the
indebtedness evidenced by this Debenture, and each such holder of Senior
Indebtedness shall be deemed conclusively to have relied on such subordination
provisions in acquiring and holding, or in continuing to hold, such Senior
Indebtedness.
6. CONVERSION.
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(a) Conversion by Holder. The Holder of this Debenture has the
right, at the Holder's option and at any time prior to the Maturity Date, to
convert the principal amount and all accrued interest due and owing on this
Debenture, either in its entirety or in increments of $25,000, into fully paid
and non-assessable shares of Common Stock of the Company. The number of shares
of Common Stock into which this Debenture may be converted ("Conversion Shares")
shall be determined by dividing the principal amount together with all accrued
interest to the date of conversion (or such lesser amount in increments of
$25,000) by the Conversion Price (as defined below) in effect at the time of
such conversion.
(b) Conversion Price. The Conversion Price shall be equal to
$1.25 per share.
(c) Adjustments for Stock Splits. In the event the Company
should at any time or from time to time after the date of issuance hereof fix a
record date for the effectuation of a split or subdivision of the outstanding
shares of Common Stock, or the holders of Common Stock are entitled to receive a
dividend or other distribution payable in additional shares of Common Stock
without payment of any consideration by the holder for the additional shares,
the Conversion Price of this Debenture shall be appropriately decreased so that
the number of shares of Common Stock issuable upon conversion of this Debenture
shall be increased in proportion to such increase in the number of outstanding
shares.
(d) Adjustments for Reverse Stock Splits. If the number of
shares of Common Stock outstanding at any time after the date hereof is
decreased by a combination of the outstanding shares of Common Stock, then,
following the record date of such combination, the Conversion Price for this
Debenture shall be appropriately increased so that the number of shares of
Common Stock issuable on conversion hereof shall be decreased in proportion to
such decrease in the number of outstanding shares.
(e) Reservation of Stock Issuable upon Conversion. The Company
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock solely for the purpose of effecting the conversion of
this Debenture, such number of its shares of Common Stock as shall from time to
time be sufficient to effect the conversion of this Debenture.
(f) Notice of Conversion Pursuant to Section 6(a). Before the
Holder of this Debenture shall be entitled to convert this Debenture into shares
of Common Stock of the Company pursuant to Sections 6(a), 6(c) or 6(d), Holder
shall give written notice in substantially the form attached as Appendix I
hereto, to Company with a copy to Company's legal counsel: James F. Biagi, Jr.,
Monahan & Biagi, P.L.L.C., 701 Fifth Avenue, Suite 5701, Seattle, Washington
98104, of Holder's election to convert all (or a portion) of the principal
amount of the Debenture and any accrued interest thereon, which notice shall
also state therein the name or names in which the certificate or certificates
for shares of Company's Common Stock are to be issued. For purposes of this
Paragraph 6(h), the Notice of Conversion may be given by the Holder to the
Company and to its legal counsel by facsimile transmission to the facsimile
numbers for said parties as set forth in Section 12 hereof. In addition, before
the Holder of this Debenture shall be entitled to receive the certificate or
certificates for shares of the Company's Common Stock upon a conversion of this
Debenture, the Holder shall surrender this Debenture to the Company at its
principal corporate office.
(g) Issuance of Securities on Conversion. Upon receipt of
written notice from the Holder of this Debenture and surrender of the Debenture
pursuant to Sections 6(a), 6(c), 6(d) and 6(h) above, the Company shall, at its
expense, cause to be issued and delivered to the Holder, a certificate or
certificates representing the number of fully paid and nonassessable shares of
Common Stock to which Holder shall be entitled on such conversion. Such
conversion shall be deemed to have been made immediately prior to the close of
business on the date of the Company's receipt of the Notice of Conversion as
provided in Section 6(h) above. Delivery of said stock certificates shall be
made not later than three (3) business days after the date of receipt by the
Company of the surrendered Debenture.
(h) Termination of Rights. All rights with respect to this
Debenture shall terminate upon the issuance of shares of Common Stock upon
conversion of this Debenture or upon payment in full of the outstanding
principal amount together with any accrued interest thereon, whether or not this
Debenture has been surrendered. Notwithstanding the foregoing, the Holder agrees
to surrender this Debenture to the Company for cancellation as provided herein,
but in any event not later than ten (10) days following conversion of this
Debenture or payment in full.
(i) Limitation on Conversion. The Holder, upon conversion
under this Debenture offering, either in whole or in part, shall not own of
record more than nine and nine-tenths percent (9.9%) of the issued and
outstanding shares of Common Stock of the Company.
7. SUCCESSORS AND ASSIGNS. Subject to the restrictions on transfer
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described in Sections 9 and 10 below, the rights and obligations of Company and
Holder shall be binding upon and benefit the successors, assigns, heirs,
administrators and transferees of the parties.
8. WAIVER AND AMENDMENT. Any provision of this Debenture may be
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amended, waived or modified upon the written consent of Company and Holder.
9. TRANSFER OF THIS DEBENTURE OR SECURITIES ISSUABLE ON CONVERSION
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HEREOF. With respect to any offer, sale or other disposition of this Debenture,
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or the securities into which such Debenture may be converted, Holder shall give
written notice to Company prior thereto, describing briefly the manner thereof,
together with a written opinion of Holder's counsel, to the effect that such
offer, sale or other distribution may be effected without registration or
qualification (under any federal or state law then in effect). Promptly upon
receiving such written notice and reasonably satisfactory opinion if so
requested, Company, as promptly as practicable, shall notify Holder that Holder
may sell or otherwise dispose of this Debenture or such securities, all in
accordance with the terms of the notice delivered to the Company. If a
determination has been made pursuant to this Section 9 that the opinion of
counsel of Holder is not reasonably satisfactory to Company, Company shall so
notify the Holder promptly after such determination has been made. The
Debenture thus transferred shall bear a legend as to the applicable restrictions
on transferability in order to ensure compliance with the Securities Act of
1933, as amended (the "Act"), unless in the opinion of counsel for Company such
legend is not required in order to ensure compliance with the Act. Company may
issue stop transfer instructions to its transfer agent in connection with such
restrictions. Subject to the foregoing, transfers of this Debenture shall be
registered upon registration books maintained for such purpose by or on behalf
of Company as provided in the Subscription Agreement. Prior to presentation of
this Debenture for registration and transfer, Company shall treat the registered
holder thereof as the owner and holder of this Debenture for the purpose of
receiving all payments of principal and interest hereon and for all other
purposes whatsoever, whether or not this Debenture shall be overdue, and Company
shall not be affected by notice to the contrary.
10. ASSIGNMENT BY COMPANY. Neither this Debenture nor any of the
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rights, interests or obligations hereunder may be assigned, by operation of law
or otherwise, in whole or in part, by Company without the prior written consent
of Holder, except in connection with an assignment in whole to a successor
corporation to Company, provided that such successor corporation acquires all or
substantially all of Company's property and assets and Holder's rights hereunder
are not impaired.
11. TREATMENT OF DEBENTURE. To the extent permitted by generally
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accepted accounting principles, Company will treat, account and report the
Debenture as debt and not equity for accounting purposes and with respect to any
returns filed with federal, state or local tax authorities.
12. NOTICES. Except as otherwise provided in Sections 6(h) and 15(a)
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hereof, all notices and other communications required or permitted hereunder
shall be in writing, shall be effective when given, and shall in any event be
deemed to be given upon receipt or, if earlier: (a) five (5) days after deposit
with the U.S. Postal Service or other applicable postal service, if delivered by
first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c)
one business day after the business day of deposit with Federal Express or
similar overnight courier, freight prepaid, or (d) one business day after the
business day of a facsimile transmission, if delivered by facsimile transmission
with a copy by first class mail, postage prepaid, and shall be addressed as
follows:
If to the Holder:
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If to the Company: UPGRADE INTERNATIONAL CORP.
1411 Fourth Avenue, Suite 629
Seattle, Washington 98101
Attention: Daniel Bland or Howard Jaffee
Facsimile No. (206) 903-3117
With a copy to: Mr. James F. Biagi, Jr.
Monahan & Biagi, P.L.L.C.
701 Fifth Avenue, Suite 5701
Seattle, WA. 98104
Facsimile No. (206) 587-5710
or at such other address as a party may designate by ten (10) days advance
written notice to the other party pursuant to the provisions above.
13. NO SHAREHOLDER RIGHTS. Nothing contained in this Debenture shall
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be construed as conferring upon the Holder or any other person the right to vote
or to consent or to receive notice as a shareholder in respect of meetings of
shareholders for the election of directors of the Company or any other matters
or any rights whatsoever as a shareholder of the Company, and no dividends shall
be payable or accrued in respect of this Debenture.
14. REGISTRATION OF SHARES.
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(a) On or before May 31, 2001, the Company agrees to file with
the SEC a registration statement covering the Conversion Shares, and agrees to
use reasonable efforts to cause such registration to become effective
15. PAYMENT;
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In the event the Holder of this Debenture does not exercise Holder's
option to convert the entire principal amount of this Debenture (and all accrued
interest thereon) prior to the Maturity Date, the unconverted outstanding
principal amount, together with all accrued interest thereon, shall be due and
payable to Holder on May 31, 2001. Company shall be entitled to a grace period
of ten (10) days following the Maturity Date to make the required payment.
Payment shall be made in lawful tender of the United States.
16. ANTI-DILUTION RIGHTS. If at any time prior to the Maturity Date of
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this Debenture, the Company offers or issues any other series of subordinated
convertible debentures on terms and conditions which, when considered in their
entirety, are more favorable than the terms and conditions hereof, the terms and
conditions of this Debenture shall be amended, at the option of the Holder
hereof, to the extent required to make the terms and conditions hereof
consistent with and identical to such other subordinated convertible debenture.
17. USURY. In the event any interest is paid on this Debenture which
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is deemed to be in excess of the then legal maximum rate, that portion of the
interest payment representing an amount in excess of the then legal maximum rate
shall be deemed a payment of principal and applied against the principal of this
Debenture.
18. GOVERNING LAW. This Debenture and all actions arising out of or in
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connection with this Debenture shall be governed by and construed in accordance
with the laws of the State of Washington as in effect for contracts made and to
be performed in the State of Washington.
19. HEADING; REFERENCES. All headings used herein are used for
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convenience only and shall not be used to construe or interpret this Debenture.
Except where otherwise indicated, all references herein to Sections refer to
Sections hereof.
IN WITNESS WHEREOF, the Company has caused this Debenture to be issued as
of the date first written above.
UPGRADE INTERNATIONAL CORP.
a Washington corporation
By:
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Daniel S. Bland, President
NOTICE OF CONVERSION
(TO BE SIGNED ONLY UPON CONVERSION OF DEBENTURE)
TO: UPGRADE INTERNATIONAL CORPORATION
The undersigned, the holder of the foregoing Convertible Subordinated
Debenture, hereby surrenders such Debenture for conversion into shares of Common
Stock of Upgrade International Corporation, to the extent of
_______________________ Dollars ($__________) unpaid principal amount [and
accrued interest] of such Debenture, and requests that the certificates for such
shares be issued in the name of, and delivered to
______________________________, whose address is
_________________________________
______________________________________________________.
Dated:
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(Signature)
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