Exhibit 10.18
DEBENTURE PURCHASE AGREEMENT
THE SECURED DEBENTURES (THE "DEBENTURES") TO WHICH THIS AGREEMENT RELATES HAVE
NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON EXEMPTIONS FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT") AFFORDED BY RULE 506 OF REGULATION D AND/OR REGULATION S. REGULATION
S PROHIBITS HEDGING ACTIVITIES IN RESPECT OF THE SECURITIES DURING THE
DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S). IN ADDITION, THE
DEBENTURES TO WHICH THIS AGREEMENT RELATES WILL BE ISSUED PURSUANT TO A
REPRESENTATION BY THE SECURITY HOLDER NAMED HEREON THAT SAID SECURITIES HAVE
BEEN ACQUIRED FOR PURPOSES OF INVESTMENT AND NOT FOR PURPOSES OF DISTRIBUTION.
THE DEBENTURES HAVE NOT BEEN REGISTERED UNDER APPLICABLE CANADIAN SECURITIES LAW
(THE "APPLICABLE CANADIAN SECURITIES LAWS") IN ANY PROVINCE OF CANADA AND ARE
BEING OFFERED IN RELIANCE UPON EXEMPTIONS FROM THE PROSPECTUS FILING
REQUIREMENTS UNDER THE APPLICABLE CANADIAN SECURITIES LAWS. SUCH SECURITIES ARE
SUBJECT TO A HOLD PERIOD AND MAY NOT BE TRADED IN ANY PROVINCE OF CANADA EXCEPT
AS PERMITTED BY THE APPROPRIATE PROVINCIAL SECURITIES ACT AND REGULATIONS MADE
THEREUNDER.
THESE DEBENTURES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF REGISTRATION, OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH
REGISTRATION. FURTHERMORE, NO OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF
SUCH SECURITIES IS TO TAKE PLACE WITHOUT THE PRIOR WRITTEN APPROVAL OF COUNSEL
TO THE COMPANY BEING AFFIXED TO SUCH SECURITY. THE STOCK TRANSFER AGENT HAS BEEN
ORDERED TO EFFECTUATE TRANSFERS OF SUCH SECURITIES ONLY IN ACCORDANCE WITH THE
ABOVE INSTRUCTIONS.
THIS DEBENTURE PURCHASE AGREEMENT, dated as of the date of acceptance set forth
below, is entered into by and between STOCKHOUSE INC., a Colorado corporation,
with headquarters located at Suite 500, 750 West Pender Street, Vancouver,
British Columbia, Canada V6C 2T7 (the "Company"), and each entity named on a
signature page hereto (each, a "Subscriber") (each agreement with a Subscriber
being deemed a separate and independent agreement between the Company and such
Subscriber, except that each Subscriber acknowledges and consents to the rights
granted to each other Subscriber under such agreement and the Transaction
Agreements, as defined below, referred to therein).
2
WHEREAS:
A.
The Company and the Subscriber are executing and delivering this Agreement in
accordance with and in reliance upon the exemption from securities registration
afforded, inter alia, by Regulation S ("Regulation S") and / or Rule 506 under
Regulation D ("Regulation D") as promulgated by the United States Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "1933 Act"), and / or Section 4(2) of the 1933 Act, and / or Applicable
Canadian Securities Laws; and
B.
The Subscriber wishes to subscribe for, subject to and upon the terms and
conditions of this Agreement, such principal amount of Series 02-1 18% Secured
Debentures of the Company (the "Debentures") as set forth below on the signature
page of this Agreement, subject to acceptance