THIS DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY,
THE "SECURITIES"), HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES
ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION
S AND/OR REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"). THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S
PROMULGATED UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT,
PURSUANT TO REGULATION S AND/OR REGULATION D OR PURSUANT TO AVAILABLE
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL
BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER
HEDGING TRANSACTION INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN
COMPLIANCE WITH THE ACT.
DEBENTURE
UNICO, INCORPORATED
8% Convertible Debenture
Due January 19, 2005
No. 03 $50,000.00
This Debenture is issued by Unico, Incorporated, an Arizona corporation
(the "Company"), and Kentan Limited Corp. (together with its permitted
successors and assigns, the "Holder") pursuant to exemptions from registration
under the Securities Act of 1933, as amended.
ARTICLE I.
Section 1.01 Principal and Interest. For value received on July 19,
2004, the Company hereby promises to pay to the order of Holder in lawful
money of the United States of America and in immediately available funds the
principal sum of $50,000.00, together with interest on the unpaid principal of
this Debenture at the rate of eight percent (8%) per year (computed on the
basis of the 365-day year and the actual days elapsed) from the date of this
Debenture until paid. At the Company's option, the entire principal amount
and all accrued interest shall be either (a) paid to the Holder on or before
the due date of this Debenture or (b) converted in accordance with Section
1.02 herein.
Section 1.02 Optional Conversion. The Holder is entitled, at its
option, to convert, at any time and from time to time, until payment in full
of this Debenture, all or any part of the principal amount of this Debenture,
plus accrued interest, into shares (the "Conversion Shares") of the Company's
common stock, par value $0.10 per share ("Common Stock"), at a price per share
equal to fifty percent (50%) of the closing bid price of the Common Stock on
the date that the Company receives notice of conversion, or the lowest price
available in the Company's 1-E Offering Circular, whichever is lower. To
convert this debenture, the Holder shall deliver written notice (the
"Conversion Notice") thereof, such Conversion Notice containing such
information necessary including amount of conversion and number of shares, to
the Company at its address set forth herein. The date upon which the
conversion shall be effective (the "Conversion Date") shall be deemed to be
the date set forth in the Conversion Notice. The Conversion Shares shall be
delivered to the Holder at the address indicated herein.
The Company is entitled, at its option, to convert, at any time and from
time to time, until payment in full of this Debenture, all or any part of the
principal amount of this Debenture, plus accrued interest, into shares (the
"Conversion Shares") of the Company's common stock, par value $0.10 per share
("Common Stock"), at a price per share equal to fifty percent (50%) of the
closing bid price of the Common Stock on the date that the Company issues such
notice of conversion, or the lowest price available in the Company's 1-E
Offering Circular, whichever is lower. To convert this debenture, the Company
shall deliver written notice (the "Conversion Notice") thereof, such
Conversion Notice containing such information necessary including amount of
conversion and number of shares, to the Holder at its address set forth
herein. The date upon which the conversion shall be effective (the
"Conversion Date") shall be deemed to be the date set forth in the Conversion
Notice. The Conversion Shares shall be delivered to the Holder at the address
indicated herein.
Section 1.03 Reservation of Common Stock. The Company shall 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 shares of Common Stock as shall from time to time be sufficient to
effect such conversion, based on the Conversion Price. If at any time the
Company does not have a sufficient number of Conversion Shares authorized and
available, then the Company shall call and hold a special meeting of its
stockholders within sixty (60) days of that time for the sole purpose of
increasing the number of authorized shares of Common Stock.
Section 1.04 Registration Rights. The Company is obligated to register
the resale of the Conversion Shares under the Securities Act of 1933, as
amended, or provide Holder with an appropriate exemption from registration.
Section 1.05 Interest Payments. The interest so payable will be paid
at the time of maturity or conversion to the person in whose name this
Debenture is registered. At the time such interest is payable, the Company,
in its sole discretion, may elect to pay interest in cash or in the form of
Common Stock. If paid in Common Stock, the amount of stock to be issued shall
be calculated in accordance with the formula and procedure set forth in
Section 1.02 above.
Section 1.06 Right of Redemption. The Company shall have the right to
redeem, with thirty (30) business days advance notice to the Holder, any or
all outstanding Debentures remaining in its sole discretion ("Right of
Redemption"). The redemption price shall be equal to 100% of the face amount
of the Debenture redeemed plus all accrued interest ("Redemption Price").
Section 1.07 Subordinated Nature of Debenture. This Debenture and all
payments hereon, including principal or interest, shall be subordinated and
junior in right of payment to all accounts payable of the Company incurred in
the ordinary course of business and/or bank debt of the Company not to exceed
$30,000.
ARTICLE II.
Section 2.01 Amendments and Waiver of Default. The Debenture may be
amended with the consent of Holder. Without the consent of Holder, the
Debenture may be amended to cure any ambiguity, defect or inconsistency, to
provide assumption of the Company obligations to the Holder or to make any
change that does not adversely affect the rights of the Holder.
ARTICLE III.
Section 3.01 Events of Default. An Event of Default is defined as
follows: (a) failure by the Company to pay amounts due hereunder within
fifteen (15) days of the date of maturity of this Debenture; (b) failure by
the Company for thirty (30) days after notice to it to comply with any of its
other agreements in the Debenture; (c) events of bankruptcy or insolvency; (d)
a breach by the Company of its obligations under the Registration Rights
Agreement which is not cured by the Company within ten (10) days after receipt
of written notice thereof. The Holder may not enforce the Debenture except as
provided herein.
Section 3.02 Failure to Issue Unrestricted Common Stock. As indicated
above, a breach by the Company under its obligation under the Registration
Rights Agreement shall be deemed an Event of Default, which if not cured with
ten (10) days, shall entitle the Holder accelerated full payment of all
debentures outstanding. The Company acknowledges that failure to honor a
Notice of Conversion shall cause hardship to the Holder.
ARTICLE IV.
Section 4.01 Anti-dilution. In the event that the Company shall at any
time subdivide the outstanding shares of Common Stock, or shall issue a stock
dividend on the outstanding Common Stock, the Conversion Price in effect
immediately prior to such subdivision of the issuance of such dividend shall
be proportionately decreased and, in the event that the Company shall at any
time combine the outstanding shares of Common stock, the Conversion price in
effect immediately prior to such combination shall be proportionally
increased, effective at the close of business on the date of such subdivision,
dividend or combination as the case may be.
ARTICLE V.
Section 5.01 Notice. Notices regarding this debenture shall send to
the parties at the following addresses, unless a party notifies the other
parties, in writing, of a change of address:
If to the Company: Unico, Incorporated
6475 Grandview Avenue
Magalia, CA 95954
Telephone: (530) 873-4394
Attn: Ray Brown, CEO
If to the Holder: Kentan Limited Corp.
BCM Cape Building
Leeward Highway
Providenciales
Turks and Caicos, BWI
Attn: Hugh O'Neill
Section 5.02 Governing Law. This Debenture shall be deemed to be made
under and shall be construed in accordance with the laws of the State of
California without giving effect to the principals of conflict of the laws
thereof. Each of the parties consents to the jurisdiction of the U.S.
District Court sitting in the District of the State of California or the state
courts of the State of California sitting in Riverside in connection with any
dispute arising under this debenture and hereby waives, to the maximum extent
permitted by law, any objection, including the objection based on forum non
conveniens to the bringing of any such proceeding in such jurisdictions.
Section 5.03 Severability. The invalidity of any of the provisions of
this Debenture shall not invalidate or otherwise affect any of the other
provisions of this Debenture, which shall remain in full force effect.
Section 5.04 Entire Agreement and Amendments. This Debenture
represents the entire agreement between the parties hereto with respect to the
subject matter hereof and there are no representations, warranties or
commitments, except as set forth herein. This Debenture may be amended only
by an instrument in writing executed by the parties hereto.
Section 5.05 Counterparts. This Debenture may be executed in multiple
counterparts, each of which shall be an original, but all of which shall be
deemed to constitute and instrument.
IN WITNESS WHEREOF, with the intent to legally bound hereby, the Company
has executed this Debenture as of the date first written above.
UNICO, INCORPORATED
/s/ Ray C. Brown
By:___________________________
Name: Ray C. Brown
Title: Chief Executive Officer