EXHIBIT 10.2
DEBENTURE PURCHASE AGREEMENT
Agreement made as of this 27th day of May, 2005 by and between Multi
Solutions, Inc., a New Jersey corporation ("MultiSol"), Multi Soft, Inc., a
New Jersey corporation ("SoftSub"), and Michael Potter (the "Purchaser").
WHEREAS, MultiSol and SoftSub (together "Multies") have entered into a
Security Purchase Agreement with certain individuals and entities, dated April
25, 2005, whereby Multies have agreed to issue convertible debentures (the
"Debentures"), convertible into 70% of the outstanding shares of Multies common
stock.
WHEREAS, presently Multies have an insufficient amount of authorized
shares of common stock to permit full conversion of the Debentures, and prior to
the conversion of the Debentures, Multies will authorize a sufficient number of
shares of common stock to effectuate the conversion of the Debentures,
WHEREAS, Purchaser desires to purchase convertible debentures, which are
convertible into 24,613,131 shares of MultiSol common stock, representing 25.9%
of the issued and outstanding MultiSol shares, and 15,994,390 shares of SoftSub
common stock, representing 25.9% of the issued and outstanding SoftSub shares.
NOW THEREFORE, in consideration of the promises, the receipt and adequacy
of which is hereby acknowledged, the Purchaser and Multies hereby agree as
follows:
1. Issuance of Securities:
1.1 Subject to the terms and conditions hereof
(a) MultiSol shall issue to Purchaser $35,000 principal amount of its 6%
Convertible Debentures due May 1 2006, which shall be convertible into
24,613,131 shares of MultiSol common stock, representing 25.9% of the issued and
outstanding MultiSol shares, assuming full conversion ("MulitSol Debenture"),
and
(b) SoftSub shall issue to Purchaser $12,000 principal amount of its 6%
Convertible Debentures due May 1 2006, which shall be convertible into
15,994,390 shares of SoftSub common stock, representing 25.9% of the issued and
outstanding SoftSub shares, assuming full conversion ("SoftSub
Debenture")(together, the "New Debentures").
1.2 In accordance with the terms of the New Debentures, Purchaser shall
pay to Multies an aggregate of $47,000. Prior to conversion of the New
Debentures, Multies shall authorize a sufficient number of shares of common
stock to effectuate the conversion of the Debentures and New Debentures.
2. Representations and Warranties of Multies: Multies represent and warrant
to Purchaser as follows:
2.1 This Agreement constitutes the legal, valid and binding obligations of
Multies and is enforceable against them in accordance with the terms hereof.
2.2 Multies are corporations duly organized, validly existing and in good
standing under the laws of the State of New Jersey and have all requisite power,
qualification and authority, corporate or otherwise,
to own, lease and operate their properties and assets and carry on their
business as and in the places where such properties and assets are now owned,
leased or operated or such business is now being conducted. Multies are in good
standing in each and every jurisdiction where their failure to qualify or to be
in good standing would have a materially adverse effect on their financial
condition, the conduct of their business or the ownership of their assets.
2.2 Multies have all requisite power and authority to execute, deliver and
perform this Agreement. All necessary corporate proceedings of Multies shall be
duly taken to authorize the execution, delivery and performance of this
Agreement. This Agreement shall be duly authorized, executed and delivered by
Multies, constitutes the legal valid and binding obligation of Multies, and is
enforceable as to Multies in accordance with the terms hereof.
3. Representations and Warranties of the Purchaser: Purchaser represents and
warrants to Multies as follows:
3.1 Purchaser has all the requisite power and authority to execute,
deliver and perform this Agreement. This Agreement constitutes the legal, valid
and binding obligations of Purchaser and is enforceable against him in
accordance with the terms hereof.
3.2 The Purchaser understands that an investment in the New Debentures is
extremely speculative with a high degree of risk of loss that may result in the
loss of the Purchaser's entire investment, and there are substantial
restrictions on the transferability of the shares underlying the New Debentures.
3.3 The Purchaser is able to (a) bear the economic risk of this
investment, (b) hold the New Debentures or shares underlying the New Debentures,
and (c) can presently afford a complete loss of this investment.
3.4 The Purchaser has adequate means of providing for current needs and
personal contingencies and has no need for liquidity in this investment. The
Purchaser further represents that Purchaser's overall commitment to investments
which are not marketable is not disproportionate to Purchaser's net worth and
the investment in the New Debentures will not cause such commitment to become
excessive.
3.5 The Purchaser has adequate knowledge and expertise in financial and
business matters to be capable of evaluating the merits and risk of an
investment in the New Debentures and of making an informed investment decision.
3.6 Purchaser is acquiring the New Debentures for Purchaser's own account
and not with a view to their distribution within the meaning of Section 2(11) of
the Securities Act of 1933, as amended (the Securities Act"). Purchaser hereby
acknowledges and agrees that the New Debentures and shares underlying the New
Debentures have not been registered under the Securities Act or any state
securities or "blue sky" laws and may not be sold, transferred or otherwise
disposed of except in compliance with the provisions of the Securities Act and
the rules and regulations promulgated thereunder and such state securities or
"Blue sky" laws.
4. Miscellaneous Provisions:
4.1 Entire Agreement. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof. The representations,
warranties, covenants and agreements set forth in
this Agreement constitute all the representations, warranties, covenants and
agreements of the parties hereto and upon which the parties have relied and
except as may be specifically provided herein. No change, modification,
amendment, addition or termination of this Agreement or any part thereof shall
be valid unless in writing and signed by or on behalf of the party to be charged
therewith.
4.2 Governing Law. This Agreement shall be governed, interpreted and
construed in accordance with the laws of the State of New York applicable to
contracts to be performed entirely within that State. Any dispute in any way
related to the subject matter of this Agreement shall be litigated exclusively
within the State of New York and all parties hereto, consent to the jurisdiction
of the State and/or United States Federal District Courts of New York. Should
any clause, section or part of this Agreement be held or declared to be void or
illegal for any reason, all other clauses, sections or parts of this Agreement
that can be affected without such illegal clause, section or part shall
nevertheless continue in full force and effect.
4.3 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns
or heirs and personal representatives.
4.4 Counterparts. This Agreement may be executed by fax transmission and
in one or more counterparts, each of which shall be deemed to be an original,
but all of which shall constitute one and the same Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed on the date and year first above written.
MULTI SOLUTIONS, INC.
/s/Michael Potter By: /s/Jerome Goubeaux
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Michael Potter, Purchaser Jerome Goubeaux, President
MULTI SOFT, INC.
By: /s/Jerome Goubeaux
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Jerome Goubeaux, President