<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934 (Amendment No. ____)
Metro Global Media, Inc.
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(Name of Issuer)
Common Stock, par value $.0001 per share
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(Title and Class of Securities)
591917109
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(CUSIP Number)
Vernon N. Douglas, Jr., 8 Cherrydale, Knapton Hill,
Smith's Parish, Bermuda (441) 293-2962
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 8, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]
<PAGE> 2
CUSIP No. 591917109
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1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons
Briana Investment Group, L.P.
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2) Check the Appropriate Box if a Member of a
Group (See Instructions) n/a
(a) ...........................................
(b) ...........................................
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3) SEC Use Only ..................................
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4) Source of Funds (See Instructions) 00 See Item 3
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5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or (e)
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6) Citizenship or Place of Organization
a British Virgin Islands limited partnership
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Number of (7) Sole Voting Power
shares Bene- 1,472,913
ficially ---------------------------------------------------------------
Owned by (8) Shared Voting Power
Each Report- 0
ing Person ---------------------------------------------------------------
With (9) Sole Dispositive Power
1,472,913
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(10) Shared Dispositive Power
0
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11) Aggregate Amount Beneficially Owned by Each R
Reporting Person
Briana Investment Group, L.P. 1,472,913
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12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
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13) Percent of Class Represented by Amount in
Row (11) Briana Investment Group, L.P. 41.66%
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14) Type of Reporting Person
Briana Investment Group, L.P. PN
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CUSIP No. 591917109
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1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons
Windbridge Holdings, Ltd.
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2) Check the Appropriate Box if a Member of a
Group (See Instructions) n/a .................
(a) ...........................................
(b) ...........................................
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3) SEC Use Only
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4) Source of Funds (See Instructions) 00 See Item 3
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5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or (e)
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6) Citizenship or Place of Organization
a British Virgin Islands corporation
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Number of (7) Sole Voting Power
shares Bene- 1,472,913
ficially ---------------------------------------------------------------
Owned by (8) Shared Voting Power
Each Report- 0
ing Person ---------------------------------------------------------------
With (9) Sole Dispositive Power
1,472,913
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(10) Shared Dispositive Power
0
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11) Aggregate Amount Beneficially Owned by Each
Reporting Person
Windbridge Holdings, Ltd. 1,472,913
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12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
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13) Percent of Class Represented by Amount in
Row (11) Windbridge Holdings, Ltd. 41.66%
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14) Type of Reporting Person
Windbridge Holdings, Ltd. CO
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CUSIP No. 591917109
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons
Vernon N. Douglas Jr.
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2) Check the Appropriate Box if a Member of a
Group (See Instructions) n/a
(a) ...........................................
(b) ...........................................
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3) SEC Use Only
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4) Source of Funds (See Instructions) 00 See Item 3
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5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or (e)
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6) Citizenship or Place of Organization
a Bermuda citizen
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Number of (7) Sole Voting Power
shares Bene- 1,472,913
ficially ---------------------------------------------------------------
Owned by (8) Shared Voting Power
Each Report- 0
ing Person ---------------------------------------------------------------
With (9) Sole Dispositive Power
1,472,913
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(10) Shared Dispositive Power
0
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11) Aggregate Amount Beneficially Owned by Each
Reporting Person
Vernon N. Douglas, Jr. 1,472,913
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12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
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13) Percent of Class Represented by Amount in
Row (11) Vernon N. Douglas, Jr. 41.66%
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14) Type of Reporting Person
Vernon N. Douglas, Jr. IN
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Item 1. Security and Issuer
This statement relates to the Common Stock, par value $.0001, of Metro
Global Media, Inc., a Delaware corporation. The address of the
Issuer's principal executive office is 1060 Park Avenue, Cranston, RI
02910.
Item 2. Identity and Background
(a) - (c) Briana Investment Group, L.P.,
a British Virgin Islands limited partnership
Bison Court
Road Town
Tortola
British Virgin Islands
Windbridge Holdings, Ltd., a British Virgin Islands
corporation and sole general partner of Briana
Investment Group, L.P.
Bison Court
Road Town
Tortola
British Virgin Islands
Vernon N. Douglas, Jr.
sole director and shareholder of Windbridge Holdings, Ltd.
8 Cherrydale
Knapton Hill
Smith's Parish, Bermuda FLO8
(d) Neither Briana Investment Group, L.P., Windbridge Holdings, Ltd. nor
Vernon N. Douglas, Jr. have, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Neither Briana Investment Group, L.P., Windbridge Holdings, Ltd. nor
Vernon N. Douglas, Jr. have, during the past five years, been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
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(f) Vernon N. Douglas, Jr. is a citizen of Bermuda.
Item 3. Source and Amount of Funds or Other Consideration.
See Item 5(c).
Item 4. Purpose of Transaction
Briana Investment Group, Inc. acquired shares of the Issuer for
investment purposes. The purchaser does not have any plans or
proposals to acquire any additional shares of the issuer; to effect
an extraordinary corporate transaction such as a merger,
reorganization or liquidation of the Issuer or any of its
subsidiaries; to effect a sale or transfer of a material amount of
assets of the Issuer or any of its subsidiaries; to effect any
change in the present board of directors or management of the
Issuer; to effect any material change in the capitalization or
dividend policy of the Issuer; to effect any other material change
in the Issuer's business or corporate structure; to effect any
change in the Issuer's charter or bylaws; to cause a class of
securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted on an
inter-dealer quotation system of a registered national securities
association; or to effect any action similar thereto.
Item 5. Interest in Securities of the Issuer
(a) Briana Investment Group, L.P., the record and beneficial owner of
1,472,913 shares of Common Stock of the Issuer, representing 41.66%
of the shares of the Issuer's Common Stock issued and outstanding at
March 31, 1997.
Windbridge Holdings, Ltd. and Vernon N. Douglas, Jr. are beneficial
owners of the 1,472,913 shares of Common Stock of the Issuer
beneficially owned by Briana Investment Group, Ltd.
(b) With respect to the shares held of record by Briana Investment
Group, L.P. Vernon N. Douglas, Jr. has the sole power to vote, or to
direct the vote, and the sole power to dispose, or direct the
disposition.
(c) Effective May 8, 1997, Briana Investment Group, L.P. acquired
730,863 shares of Common Stock of Metro
<PAGE> 7
Global Media, Inc. from Capital Video Corporation in consideration
of a promissory note of Briana Investment Group, L.P. in the
principal amount of $841,492, representing a purchase price of $1.15
per share. The Note is secured by a pledge of the purchased stock
as well as the guaranty of the limited partner of the purchaser.
Effective May 8, 1997, Briana Investment Group, L.P. acquired
742,050 shares of Common Stock of Metro Global Media, Inc. from Zeon
Corporation is consideration of a promissory note of Briana
Investment Group, L.P. in the principal amount of $853,358,
representing a purchase price of $1.15 per share. The Note is
secured by a pledge of the purchased shares as well as the guaranty
of the limited partner of the purchaser.
(d) not applicable
(e) not applicable
Item 6. Contracts, Arrangements, Understanding, or Relationships with
Respect to Securities of the Issuer.
Concurrent with the acquisition of shares of the Issuer by Briana
Investment Group, L.P., Briana Investment Group, L.P. entered into
Registration Rights Agreement with the Issuer, a copy of which is
filed herewith as an exhibit.
Item 7. Material to be Filed as Exhibits
1. Promissory Note of Briana Investment Group, Ltd. to Capital Video
Corporation dated May 8, 1997.
2. Pledge Agreement between Briana Investment Group, Ltd. and Capital
Video Corporation dated May 8, 1997.
3. Promissory Note of Briana Investment Group, L.P. to Zeon Corporation
dated May 8, 1997.
4. Pledge Agreement between Briana Investment Group, L.P. and Zeon
Corporation dated May 8, 1997.
5. Registration Rights Agreement between Briana Investment Group, L.P.
and Metro Global Media, Inc. dated May 8, 1997.
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After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
May , 1997
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Date
Briana Investment Group, L.P., by: Windbridge Holdings, Ltd.,
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its general partner by: /s/ Vernon N. Douglas, Jr. Director
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Signature
Vernon N. Douglas, Jr., Director
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Name/Title
Windbridge Holdings, Ltd., by: /s/ Vernon N. Douglas, Jr.,
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Director
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Signature
Vernon N. Douglas, Jr., Director
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Name/Title
/s/ Vernon N. Douglas, Jr.
- --------------------------------------------------------------
Signature
Vernon N. Douglas, Jr.
- --------------------------------------------------------------
Name/Title
<PAGE> 1
Exhibit 1
<PAGE> 2
PROMISSORY NOTE
US $841,492.00 Hamilton, Bermuda
May 8, 1997
FOR VALUE RECEIVED, BRIANA INVESTMENT GROUP, LP, a British Virgin
Islands Limited Partnership having a mailing address at Bison Court, P.O. Box
3460, Road Town, Tortola, British Virgin Islands (hereinafter referred to as
"Maker"), promises to pay to CAPITAL VIDEO CORPORATION, a Rhode Island
corporation having its principal offices at 1060 Park Ave., Cranston, RI 02920,
(hereinafter referred to as "Payee"), the principal sum of EIGHT HUNDRED
FORTY-ONE THOUSAND FOUR HUNDRED NINETY-TWO AND 00/100 (US $841,492.00) DOLLARS,
together with interest, in arrears, on the unpaid principal balance from time
to time outstanding hereunder and accrued unpaid interest, at the annual rate
of 7 percent (7%) per annum from the date hereof until this Note shall be paid
in full. Payments of interest and principal shall be due and payable in forty
(40) equal payments of THIRTY-ONE THOUSAND FOUR HUNDRED EIGHTY-EIGHT and 75/100
DOLLARS (US $31,488.75) commencing on May 8, 1998 and continuing on the last
date of each August, November, February and May thereafter. The entire
principal payable hereunder, together with all unpaid interest, fees, expenses
and other charges, if not sooner paid, shall in any event be paid on or before
May 31, 2008 (the "Maturity Date").
All sums payable hereunder are payable in lawful money of the United
States of America and in immediately available funds at the above stated office
of Payee or such other place or places as Payee may designate in writing.
All sums paid under this Note shall be applied first to any interest,
fees, expenses and other charges then due and unpaid, in such order as the
Payee shall determine, with the remaining balance, if any, to be applied to
unpaid principal.
This Note may be prepaid at any time, in whole or in part, without
penalty or premium, all such partial payments to be applied against
installments of principal in the inverse order of their maturity.
Whenever a day on which payment of interest and/or principal is
required to be made hereunder falls on a Saturday, Sunday or public holiday,
such payment shall be due
<PAGE> 3
on the next following normal business day, and where time is extended for the
payment of principal by virtue of the due date thereof falling on a Saturday,
Sunday or public holiday, such extended time shall be included in the
computation of interest.
No renewal of extension granted, or any indulgence shown to, or any
release of, or any dealings between the Payee and any other person,
corporation, or entity now or hereafter interested in this Note or in the
property securing this Note, whether as owner, encumbrancer, grantor, or
otherwise, shall discharge, extend or in any way affect the obligations of
Maker hereunder.
Maker shall remain primarily liable on this Note and the Pledge
Agreement given to secure the same until full payment, unaffected by any
alienation of all or any part of the property securing this Note, by any
agreement or transaction between any Payee and any alienee as to payment of
principal, interest or other monies, by any forbearance or extension of time,
guaranty or assumption by others, or by any other matter, as to all of which
notice is hereby waived by maker.
The principal amount of this Note and accrued interest thereon shall
be due and payable upon the occurrence of any Event of Default. The occurrence
of any one or more of the following events shall constitute an Event of Default
hereunder:
1. Nonpayment of any installment of principal interest and/or of
any other sum payable under this Note when it shall become due and payable (no
prior demand therefor being necessary).
2. (a)(i) The insolvency or inability of Maker to pay his or its
debts as they mature; (ii) the appointment of a receiver, trustee, custodian or
any other fiduciary, for, or for any of the property of, Maker; (iii) the
making of an assignment for the benefit of creditors, or the making of or
entering into a trust mortgage or deed or other instrument of similar import
for the benefit of creditors, by Maker; or (iv) the convening of a meeting of
the creditors, or the selection of a committee representing the creditors of
Maker; or
(b) The filing of a petition, complaint, motion or other
pleading seeking any relief under any receivership, insolvency, or debtor
relief law, or seeking any readjustment of similar type or relief, or the
filing of a petition, complaint, or motion under any chapter of the federal
bankruptcy code, 11 U.S.C. Section 101 et seq., as the same now exists or may
hereafter be amended, by or against Maker;
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or
(c) The entry of any judgment against, or the attachment
or garnishment of any of the property, goods or credits of, Maker which remains
unpaid, unstayed, undismissed or unbonded for a period of thirty (30) days; or
if any foreclosure is instituted (by judicial proceedings, by publication or
notice pursuant to a power of sale or other wise) against Maker under any
mortgage, deed of trust or security agreement granted by Maker and is not
dismissed or terminated within a period of fifteen (15) days.
3. The dissolution of Maker.
Upon the occurrence of any event of Default, this Note, at the option
of the Payee, shall become immediately due and payable without presentment,
demand, protest or notice of any kind, all of which are hereby expressly waived
by Maker. The Payee's failure to exercise such option shall not constitute a
waiver of the right to exercise it at any other time.
If this Note shall not be paid when due and shall be placed by the
holder hereof in the hands of any attorney for collection, through legal
proceedings or otherwise, Maker will pay a reasonable attorney's fee to Payee,
together with reasonable costs and expenses of collection.
No renewal of extension granted, or any indulgence shown to, or any
release of, or any dealings between the Payee and any other person,
corporation, or entity now or hereafter interested in this Note or in the
property securing this Note, whether as owner, encumbrancer, grantor, or
otherwise, shall discharge, extend or in any way affect the obligations of
Maker hereunder.
This note is secured by a Pledge of marketable securities in
accordance with the provisions of a Pledge Agreement of event date herewith.
All provisions of this Note and the Pledge Agreement are expressly
subject to the condition that in no event, whether by reason of acceleration of
maturity of the indebtedness evidenced hereby or otherwise, shall the amount
paid or agreed to be paid to Payee hereunder and deemed interest under
applicable law exceed the maximum rate of interest on the unpaid principal
balance of this Note allowed by applicable law (the "Maximum Allowable Rate"),
which shall mean the law in effect on the date of this Note, except that if
there is a change in such law which results in a higher Maximum Allowable Rate
being applicable to this Note, then this Note shall be
<PAGE> 5
governed by such amended law from and after its effective date. In the event
that fulfillment of any provision of this Note or the Pledge Agreement results
in the interest rate hereunder being in excess of the Maximum Allowable Rate,
the obligation to be fulfilled shall automatically be reduced to eliminate such
excess. If, notwithstanding the foregoing, Payee or any successor Payee
receives an amount which under applicable law would cause the interest rate
hereunder to exceed the Maximum Allowable Rate, the portion thereof which would
be excessive shall automatically be applied to and deemed a prepayment of the
unpaid principal balance of this Note and not a payment of interest.
This Note may not be modified or terminated orally.
This Note has been executed and delivered in the Bermuda and for all
purposes shall be enforced and construed in accordance with the substantive law
of Bermuda, without resort to its conflict of laws rules.
IN WITNESS WHEREOF, Maker has signed this Note on the date first
above written.
BRIANA INVESTMENT GROUP, LP
by: WINDBRIDGE HOLDINGS, LTD.,
a BVI ICB, its General Partner
BY: /s/ Vernon N. Douglas, Jr.
- ----------------------- -------------------------------
Witness Vernon N. Douglas, Jr.,
Director
<PAGE> 1
Exhibit 2
<PAGE> 2
PLEDGE AGREEMENT
May 8, 1997
Capital Video Corporation
1060 Park Ave.
Cranston, RI 02920
Gentlemen:
1. Pledge.
As collateral security for the obligations of the undersigned (the
"Pledgor") to Capital Video Corporation (the "Corporation") under that certain
Promissory Note of Pledgor of even date herewith (the "Obligations"), the
Pledgor hereby pledges, grants a security interest in, mortgages, assigns,
transfers, delivers, sets over and confirms unto the Corporation, its
successors and assigns, the following property:
Seven Hundred Thirty Thousand Eight Hundred Sixty-Three (730,863)
shares of the unregistered Common Stock of Metro Global Media, Inc., a
Delaware corporation, registered in the name of the Pledgor,
represented by certificates numbered 1272, 2343, 2344, 2345, 2346,
2347, 2348, 2349 and 2350, with stock power attached duly endorsed in
blank.
Pledgor warrants and represents that there are no restrictions upon the
transfer of any of the foregoing shares and that Pledgor has the right to
transfer said shares free of any encumbrance.
Pledgor hereby agrees promptly to pledge and deposit hereunder with
Corporation any stock or other securities declared as a dividend with respect
to or issued as a split of any securities now or hereafter held in pledge
hereunder and any additional property hereafter pledged to Corporation by
Pledgor, whether taken in substitution for or in addition to the above
described property. Such stock, other securities and property shall stand
pledged and assigned for the Obligations in the same manner as the property
described in this Section 1 (All of the property described in this Section 1
is hereinafter called the "Pledged Stock").
2. Voting Power, Dividends, Etc.
(a) Unless and until an Event of Default (as hereinafter
<PAGE> 3
defined), or an event which with the passage of time or giving of notice, or
both, would constitute an Event of Default, has occurred, the Pledgor shall
have the right to exercise all voting, consensual and other powers of ownership
pertaining to the Pledged Stock. All dividends and other distributions on the
Pledged Stock shall be paid directly to Corporation and retained by it as part
of the Pledged Stock, subject to the terms of this Pledge Agreement.
(b) If any Event of Default or an event which, with the passage of time or
giving of notice, or both, would constitute an Event of Default, shall have
occurred, then (and whether or not any holder of the Obligations exercises any
available option to declare the Obligations due and payable or seeks or pursues
any other relief or remedy available to such holder under this Pledge
Agreement, or the Obligations) Corporation, or its nominee or nominees, shall
forthwith, without further act on the part of any person, have the sole and
exclusive right to exercise all voting, consensual and other powers of
ownership pertaining to the Pledged Stock and shall exercise such powers in
such manner as Corporation, in its sole discretion, shall determine to be
necessary, appropriate or advisable, and, if Corporation shall so request in
writing, the Pledgor agrees to execute and deliver to Corporation such other
and additional powers, authorizations, proxies, dividends and such other
documents as Corporation may reasonably request to secure to Corporation the
rights, powers and authorities intended to be conferred upon Corporation by
this Subsection (b).
(c) Except as otherwise set forth above, the remedying of any such Event
of Default shall not divest Corporation of its rights under subsection (b)
unless and until Corporation in writing acknowledges that such Event of Default
has been remedied.
3. Sale of Pledged Stock After an Event of Default.
If any Event of Default shall have occurred, and the principal amount of
the Obligations shall have been declared forthwith due and payable, then,
unless the Obligations shall have been paid in full at or before the time the
notice provided for in subsection (a) of this Section 3 shall be given or at or
before the time the action provided for in subsection (b) of this Section 3
shall be commenced, Corporation may, in its sole discretion, without further
demand, advertisement or notice, except as expressly provided for in subsection
(a) of this Section 3, (i) apply the cash, if any, then held by it as
collateral hereunder, for the purposes and in the manner provided in Section 4
hereof, and (ii) if there shall be no such cash or the cash so applied
<PAGE> 4
shall be insufficient to make in full all payments provided in Subsections (a)
and (b) of Section 4 hereof:
(a) Sell the Pledged Stock, or any part thereof, in one or more sales,
at public or private sale, conducted by any officer or agent of, or auctioneer
or attorney for, Corporation, at Corporation's place of business or elsewhere,
for cash, upon credit or future delivery, and at such price or prices as
Corporation shall, in its sole discretion, determine, and Corporation may be
the purchaser of any or all of the Pledged Stock so sold. Corporation may, in
its discretion, at any such sale restrict the prospective bidders or purchasers
as to their number, nature of business and investment intention, including,
without limitation, a requirement that the persons making such purchases
represent and agree to the satisfaction of Corporation that they are purchasing
the Pledged Stock for their account, for investment, and not with a view to the
distribution or resale of any thereof. Upon any such sale Corporation shall
have the right to deliver, assign and transfer to the purchaser thereof the
Pledged Stock so sold. Each purchaser (including Corporation) at any such sale
shall hold the Pledged Stock so sold, absolutely free from any claim or right
of whatsoever kind, including, without limitation, any equity or right of
redemption, of the Pledgor, which the Pledgor hereby specifically waives, to
the extent it may lawfully do so, and all rights of redemption, stay or
appraisal which it has or may have under any rule of law or statute now
existing or hereafter adopted. Corporation shall give the Pledgor at least ten
(10) days' written notice, in case of public or private sale, of such sale and
shall state the time and place fixed for such sale. Any such public sale shall
be held at such time or times within ordinary business hours as Corporation
shall fix in the notice of such sale. At any such sale the Pledged Stock may
be sold in one lot as an entirety or in separate parcels. Corporation shall
not be obliged to make any sale pursuant to any such notice. Corporation may,
without notice or publication, adjourn any public or private sale from time to
time by announcement at the time and place fixed for such sale, or any
adjournment thereof, and any such sale may be made at any time or place to
which the same may be so adjourned without further notice or publication. In
case of any sale of all or any part of the Pledged Stock or credit or for
future delivery, the Pledged Stock so sold may be retained by Corporation until
the selling price is paid by the purchaser thereof, but Corporation shall not
incur any liability in case of the failure of such purchaser to take up and pay
for the Pledged Stock so sold, and in case of any such failure, such Pledged
Stock may again be sold under and pursuant to the provisions hereof; or
<PAGE> 5
Corporation as attorney-in-fact pursuant to Section 6 hereof may, in the
name and stead of the Pledgor, make and execute all conveyances, assignments
and transfers of the Pledged Stock sold pursuant to Subsection (a) or (b) of
this Section 3. The Pledgor shall, if so requested by Corporation, ratify and
confirm any sale or sales by executing and delivering to Corporation or to such
purchaser or purchasers, all such instruments as may, in the opinion of
Corporation, be advisable for the purpose.
The receipt of Corporation for the purchase money paid at any such sale
made by it shall be a sufficient discharge therefor to any purchaser of the
Pledged Stock, or any portion thereof, sold as aforesaid; and no such purchaser
(or his or its representatives or assigns), after paying such purchase money
and receiving such receipt, shall be bound to see to the application of such
purchase money or any part thereof or in any manner whatsoever be answerable
for any loss, misapplication or nonapplication of any such purchase money, or
any part thereof, or be bound to inquire as to the authorization, necessity,
expediency or regularity of any such sale.
The remedying of any such Event of Default shall not divest Corporation of
its rights under this Section 3 unless and until Corporation waives said rights
in writing.
4. Application of Proceeds.
The proceeds of any sale, or of collection, of all or any part of the
Pledged Stock shall be applied by Corporation, without any marshaling of
assets, in the following order:
(a) first, to the payment of all of the costs and expenses of such sale,
including, without limitation, reasonable compensation to Corporation and its
agents, attorneys and counsel, and all other expenses, liabilities and advances
made or incurred by Corporation in connection therewith; and
(b) finally, to the payment to the Pledgor, its successors and assigns, or
their respective heirs, executors or administrators, or to whomsoever may be
lawfully entitled to receive the same or as a court of competent jurisdiction
may direct, of any surplus remaining from such proceeds after payments of the
character referred to in Subsections (a) and (b) of this Section 4 shall have
been made.
5. Corporation Appointed Attorney-in-Fact; Indemnity.
(a) Corporation, its successors and assigns, is hereby appointed enduring
attorney-in-fact, with full power of substitution, of the Pledgor for the
purpose of carrying out
<PAGE> 6
the provisions of this Pledge Agreement and taking any action and executing any
instruments which such attorney-in-fact may deem necessary or advisable to
accomplish the purposes hereof. (b)The Pledgor will indemnify and save
harmless Corporation from and against any liability or damage which it may
incur, in good faith and without negligence, in the exercise and performance of
any of Corporation's powers and duties specifically set forth herein.
6. No Waiver.
No failure on the part of Corporation to exercise, and no delay on the
part of Corporation in exercising, any right, power or remedy hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise by
Corporation of any right, power or remedy hereunder preclude any other or
further right, power or remedy. The remedies herein provided are cumulative
and are not exclusive of any remedies provided by law.
7. Termination of Pledge.
When the Promissory Note shall have been paid in full, this Pledge
Agreement shall terminate. Corporation shall forthwith assign, transfer and
deliver to the Pledgor or its assignees, without representation, warranty or
recourse, against appropriate receipts, all the Pledged Stock, if any, then
held by it in pledge hereunder.
8. Governing Law.
This Pledge Agreement shall in all respects be construed and interpreted
in accordance with and governed by the laws of the Bermuda.
9. Successors and Assigns.
This Pledge Agreement shall be binding upon and inure to the benefit of
the respective successors and assigns of the Pledgor and Corporation, and any
subsequent holder of the Promissory Note or the Obligations.
<PAGE> 7
10. Additional Instruments and Assurance.
The Pledgor hereby agrees, at its own expense, to execute and deliver,
from time to time, any and all further, or other, instruments, and to perform
such acts, as Corporation may reasonably request to effect the purposes of this
Pledge Agreement and to secure to Corporation, and to all persons who may from
time to time be the holder of the Promissory Note or the Obligations, the
benefits of all rights, authorities and remedies conferred upon Corporation by
the terms of this Pledge Agreement.
11. Future Holders of Notes.
This Pledge Agreement is for the benefit of any and all future holders of
the Obligations in addition to Corporation, each of whom shall, without
further act, become a party hereto by becoming a holder of the Promissory Note.
12. Notices.
All notices, requests, demands, consents or other communications given
hereunder or in connection herewith shall be in writing and sent by registered
mail, return receipt requested, postage prepaid, addressed to the Pledgor at
the address set forth below, and to the Corporation, at its principal office
set forth above. The Pledgor or Corporation may, by notice given as aforesaid,
change its address for all subsequent notices. Notice shall be deemed given
when so deposited in the mail.
13. Separability.
In case any one or more of the provisions of this Pledge Agreement shall for
any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof, but this Pledge Agreement shall be construed as if such invalid,
illegal or unenforceable provision had not been included.
14. Events of Default.
The Pledgor shall be in default under this Pledge Agreement upon the
occurrence of any one of the following events (herein referred to as an "Event
of Default"):
(a) default by the Pledgor in the due observance or performance of any
covenant or agreement contained herein or breach by the Pledgor of any
representation or warranty contained herein and such default shall continue
unremedied for thirty
<PAGE> 8
(30) days after written notice thereof is given by Corporation to the Pledgor;
or
(b) any default by the Pledger in the payment or performance when due of any
of the Obligations, including, without limitation, the payment of the principal
of, or interest on, any indebtedness of the Pledgor to Corporation, as set
forth in the Promissory Note.
15. Headings.
The headings of the Sections of this Pledge Agreement have been inserted
for convenience of reference only and shall in no way affect the construction
or interpretation of this Pledge Agreement.
Please indicate your receipt of the property described in the first
paragraph hereof and your agreement to the terms and provisions hereof by
executing this Pledge Agreement in the space provided below.
(Signature block of the following page.)
<PAGE> 9
BRIANA INVESTMENT GROUP, LP
by its General Partner
WINDBRIDGE HOLDINGS, LTD.,
BY /s/ Vernon N. Douglas, Jr.
------------------------------------------
Vernon N. Douglas, Jr., Director
Witness
- ---------------------------------------------------
Dated this 8th day of May, 1997.
CAPITAL VIDEO CORPORATION
By /s/ A. Daniel Geribo
--------------------------------
A. Daniel Geribo,
Director
Dated this 8th day of May, 1997
<PAGE> 1
Exhibit 3
<PAGE> 2
PROMISSORY NOTE
US $853,358.00 Hamilton, Bermuda
May 8, 1997
FOR VALUE RECEIVED, BRIANA INVESTMENT GROUP, LP, a British Virgin
Islands Limited Partnership having a mailing address at Bison Court, P.O. Box
3460, Road Town, Tortola, British Virgin Islands (hereinafter referred to as
"Maker"), promises to pay to ZEON CORPORATION, a Rhode Island corporation
having its principal offices at 1060 Park Ave., Cranston, RI 02920,
(hereinafter referred to as "Payee"), the principal sum of EIGHT HUNDRED
FIFTY-THREE THOUSAND THREE HUNDRED FIFTY-EIGHT AND 00/100 (US $853,358.00)
DOLLARS, together with interest, in arrears, on the unpaid principal balance
from time to time outstanding hereunder and accrued unpaid interest, at the
annual rate of 7 percent (7%) per annum from the date hereof until this Note
shall be paid in full. Payments of interest and principal shall be due and
payable in forty (40) equal payments of TWENTY-NINE THOUSAND EIGHT HUNDRED
FORTY-THREE and 71/100 DOLLARS (US $29,843.71) commencing on May 8, 1998 and
continuing on the last date of each August, November, February and May
thereafter. The entire principal payable hereunder, together with all unpaid
interest, fees, expenses and other charges, if not sooner paid, shall in any
event be paid on or before May 31, 2008 (the "Maturity Date").
All sums payable hereunder are payable in lawful money of the United
States of America and in immediately available funds at the above stated office
of Payee or such other place or places as Payee may designate in writing.
All sums paid under this Note shall be applied first to any interest,
fees, expenses and other charges then due and unpaid, in such order as the
Payee shall determine, with the remaining balance, if any, to be applied to
unpaid principal.
This Note may be prepaid at any time, in whole or in part, without
penalty or premium, all such partial payments to be applied against
installments of principal in the inverse order of their maturity.
Whenever a day on which payment of interest and/or principal is
required to be made hereunder falls on a Saturday, Sunday or public holiday,
such payment shall be due on the next following normal business day, and where
time is extended for the payment of principal by virtue of the due date thereof
falling on a Saturday, Sunday or public holiday, such extended time shall be
<PAGE> 3
included in the computation of interest.
No renewal of extension granted, or any indulgence shown to, or any
release of, or any dealings between the Payee and any other person,
corporation, or entity now or hereafter interested in this Note or in the
property securing this Note, whether as owner, encumbrancer, grantor, or
otherwise, shall discharge, extend or in any way affect the obligations of
Maker hereunder.
Maker shall remain primarily liable on this Note and the Pledge
Agreement given to secure the same until full payment, unaffected by any
alienation of all or any part of the property securing this Note, by any
agreement or transaction between any Payee and any alienee as to payment of
principal, interest or other monies, by any forbearance or extension of time,
guaranty or assumption by others, or by any other matter, as to all of which
notice is hereby waived by maker.
The principal amount of this Note and accrued interest thereon shall
be due and payable upon the occurrence of any Event of Default. The occurrence
of any one or more of the following events shall constitute an Event of Default
hereunder:
1. Nonpayment of any installment of principal interest and/or of
any other sum payable under this Note when it shall become due and payable (no
prior demand therefor being necessary).
2. (a)(i) The insolvency or inability of Maker to pay his or its
debts as they mature; (ii) the appointment of a receiver, trustee, custodian or
any other fiduciary, for, or for any of the property of, Maker; (iii) the
making of an assignment for the benefit of creditors, or the making of or
entering into a trust mortgage or deed or other instrument of similar import
for the benefit of creditors, by Maker; or (iv) the convening of a meeting of
the creditors, or the selection of a committee representing the creditors of
Maker; or
(b) The filing of a petition, complaint, motion or other
pleading seeking any relief under any receivership, insolvency, or debtor
relief law, or seeking any readjustment of similar type or relief, or the
filing of a petition, complaint, or motion under any chapter of the federal
bankruptcy code, 11 U.S.C. Section 101 et seq., as the same now exists or may
hereafter be amended, by or against Maker; or
(c) The entry of any judgment against, or the attachment
or garnishment of any of the property, goods or credits of, Maker which remains
unpaid, unstayed, undismissed or unbonded for a period of thirty (30) days; or
if any foreclosure
<PAGE> 4
is instituted (by judicial proceedings, by publication or notice pursuant to a
power of sale or other wise) against Maker under any mortgage, deed of trust or
security agreement granted by Maker and is not dismissed or terminated within a
period of fifteen (15) days.
3. The dissolution of Maker.
Upon the occurrence of any event of Default, this Note, at the option
of the Payee, shall become immediately due and payable without presentment,
demand, protest or notice of any kind, all of which are hereby expressly waived
by Maker. The Payee's failure to exercise such option shall not constitute a
waiver of the right to exercise it at any other time.
If this Note shall not be paid when due and shall be placed by the
holder hereof in the hands of any attorney for collection, through legal
proceedings or otherwise, Maker will pay a reasonable attorney's fee to Payee,
together with reasonable costs and expenses of collection.
No renewal of extension granted, or any indulgence shown to, or any
release of, or any dealings between the Payee and any other person,
corporation, or entity now or hereafter interested in this Note or in the
property securing this Note, whether as owner, encumbrancer, grantor, or
otherwise, shall discharge, extend or in any way affect the obligations of
Maker hereunder.
This note is secured by a Pledge of marketable securities in
accordance with the provisions of a Pledge Agreement of event date herewith.
All provisions of this Note and the Pledge Agreement are expressly
subject to the condition that in no event, whether by reason of acceleration of
maturity of the indebtedness evidenced hereby or otherwise, shall the amount
paid or agreed to be paid to Payee hereunder and deemed interest under
applicable law exceed the maximum rate of interest on the unpaid principal
balance of this Note allowed by applicable law (the "Maximum Allowable Rate"),
which shall mean the law in effect on the date of this Note, except that if
there is a change in such law which results in a higher Maximum Allowable Rate
being applicable to this Note, then this Note shall be governed by such amended
law from and after its effective date. In the event that fulfillment of any
provision of this Note or the Pledge Agreement results in the interest rate
hereunder being in excess of the Maximum Allowable Rate, the obligation to be
fulfilled shall automatically be reduced to eliminate such excess. If,
notwithstanding the foregoing, Payee or any successor Payee
<PAGE> 5
receives an amount which under applicable law would cause the interest rate
hereunder to exceed the Maximum Allowable Rate, the portion thereof which would
be excessive shall automatically be applied to and deemed a prepayment of the
unpaid principal balance of this Note and not a payment of interest.
This Note may not be modified or terminated orally.
This Note has been executed and delivered in the Bermuda and for all
purposes shall be enforced and construed in accordance with the substantive law
of Bermuda, without resort to its conflict of laws rules.
IN WITNESS WHEREOF, Maker has signed this Note on the date first
above written.
BRIANA INVESTMENT GROUP, LP
by: WINDBRIDGE HOLDINGS, LTD.,
a BVI ICB, its General Partner
BY: /s/ Vernon N. Douglas, Jr.
- ------------------------- ---------------------------------
Witness Vernon N. Douglas, Jr.,
Director
<PAGE> 1
Exhibit 4
<PAGE> 2
PLEDGE AGREEMENT
May 8, 1997
Zeon Corporation
1060 Park Ave.
Cranston, RI 02920
Gentlemen:
1. Pledge.
As collateral security for the obligations of the undersigned (the
"Pledgor") to Zeon Corporation (the "Corporation") under that certain
Promissory Note of Pledgor of even date herewith (the "Obligations"), the
Pledgor hereby pledges, grants a security interest in, mortgages, assigns,
transfers, delivers, sets over and confirms unto the Corporation, its
successors and assigns, the following property:
Seven Hundred Forty-Two Thousand Fifty (742,050) shares of the
unregistered Common Stock of Metro Global Media, Inc., a Delaware
corporation, registered in the name of the Pledgor, represented by
certificates numbered 1570, 1571, 1572, 1603, 2050, 2212, 2243 and
2534, with stock power attached duly endorsed in blank.
Pledgor warrants and represents that there are no restrictions upon the
transfer of any of the foregoing shares and that Pledgor has the right to
transfer said shares free of any encumbrance.
Pledgor hereby agrees promptly to pledge and deposit hereunder with
Corporation any stock or other securities declared as a dividend with respect
to or issued as a split of any securities now or hereafter held in pledge
hereunder and any additional property hereafter pledged to Corporation by
Pledgor, whether taken in substitution for or in addition to the above
described property. Such stock, other securities and property shall stand
pledged and assigned for the Obligations in the same manner as the property
described in this Section 1 (All of the property described in this Section 1
is hereinafter called the "Pledged Stock").
2. Voting Power, Dividends, Etc.
(a) Unless and until an Event of Default (as hereinafter defined), or an
event which with the passage of time or giving of
<PAGE> 3
notice, or both, would constitute an Event of Default, has occurred, the
Pledgor shall have the right to exercise all voting, consensual and other
powers of ownership pertaining to the Pledged Stock. All dividends and other
distributions on the Pledged Stock shall be paid directly to Corporation and
retained by it as part of the Pledged Stock, subject to the terms of this
Pledge Agreement.
(b) If any Event of Default or an event which, with the passage of time or
giving of notice, or both, would constitute an Event of Default, shall have
occurred, then (and whether or not any holder of the Obligations exercises any
available option to declare the Obligations due and payable or seeks or pursues
any other relief or remedy available to such holder under this Pledge
Agreement, or the Obligations) Corporation, or its nominee or nominees, shall
forthwith, without further act on the part of any person, have the sole and
exclusive right to exercise all voting, consensual and other powers of
ownership pertaining to the Pledged Stock and shall exercise such powers in
such manner as Corporation, in its sole discretion, shall determine to be
necessary, appropriate or advisable, and, if Corporation shall so request in
writing, the Pledgor agrees to execute and deliver to Corporation such other
and additional powers, authorizations, proxies, dividends and such other
documents as Corporation may reasonably request to secure to Corporation the
rights, powers and authorities intended to be conferred upon Corporation by
this Subsection (b).
(c) Except as otherwise set forth above, the remedying of any such Event
of Default shall not divest Corporation of its rights under subsection (b)
unless and until Corporation in writing acknowledges that such Event of Default
has been remedied.
3. Sale of Pledged Stock After an Event of Default.
If any Event of Default shall have occurred, and the principal amount of
the Obligations shall have been declared forthwith due and payable, then,
unless the Obligations shall have been paid in full at or before the time the
notice provided for in subsection (a) of this Section 3 shall be given or at or
before the time the action provided for in subsection (b) of this Section 3
shall be commenced, Corporation may, in its sole discretion, without further
demand, advertisement or notice, except as expressly provided for in subsection
(a) of this Section 3, (i) apply the cash, if any, then held by it as
collateral hereunder, for the purposes and in the manner provided in Section 4
hereof, and (ii) if there shall be no such cash or the cash so applied shall be
insufficient to make in full all payments provided in Subsections (a) and (b)
of Section 4 hereof:
<PAGE> 4
(a) Sell the Pledged Stock, or any part thereof, in one or more sales,
at public or private sale, conducted by any officer or agent of, or auctioneer
or attorney for, Corporation, at Corporation's place of business or elsewhere,
for cash, upon credit or future delivery, and at such price or prices as
Corporation shall, in its sole discretion, determine, and Corporation may be
the purchaser of any or all of the Pledged Stock so sold. Corporation may, in
its discretion, at any such sale restrict the prospective bidders or purchasers
as to their number, nature of business and investment intention, including,
without limitation, a requirement that the persons making such purchases
represent and agree to the satisfaction of Corporation that they are purchasing
the Pledged Stock for their account, for investment, and not with a view to the
distribution or resale of any thereof. Upon any such sale Corporation shall
have the right to deliver, assign and transfer to the purchaser thereof the
Pledged Stock so sold. Each purchaser (including Corporation) at any such sale
shall hold the Pledged Stock so sold, absolutely free from any claim or right
of whatsoever kind, including, without limitation, any equity or right of
redemption, of the Pledgor, which the Pledgor hereby specifically waives, to
the extent it may lawfully do so, and all rights of redemption, stay or
appraisal which it has or may have under any rule of law or statute now
existing or hereafter adopted. Corporation shall give the Pledgor at least ten
(10) days' written notice, in case of public or private sale, of such sale and
shall state the time and place fixed for such sale. Any such public sale shall
be held at such time or times within ordinary business hours as Corporation
shall fix in the notice of such sale. At any such sale the Pledged Stock may
be sold in one lot as an entirety or in separate parcels. Corporation shall
not be obliged to make any sale pursuant to any such notice. Corporation may,
without notice or publication, adjourn any public or private sale from time to
time by announcement at the time and place fixed for such sale, or any
adjournment thereof, and any such sale may be made at any time or place to
which the same may be so adjourned without further notice or publication. In
case of any sale of all or any part of the Pledged Stock or credit or for
future delivery, the Pledged Stock so sold may be retained by Corporation until
the selling price is paid by the purchaser thereof, but Corporation shall not
incur any liability in case of the failure of such purchaser to take up and pay
for the Pledged Stock so sold, and in case of any such failure, such Pledged
Stock may again be sold under and pursuant to the provisions hereof; or
Corporation as attorney-in-fact pursuant to Section 6 hereof may, in the
name and stead of the Pledgor, make and execute all conveyances, assignments
and transfers of the Pledged Stock sold
<PAGE> 5
pursuant to Subsection (a) or (b) of this Section 3. The Pledgor shall, if so
requested by Corporation, ratify and confirm any sale or sales by executing and
delivering to Corporation or to such purchaser or purchasers, all such
instruments as may, in the opinion of Corporation, be advisable for the
purpose.
The receipt of Corporation for the purchase money paid at any such sale
made by it shall be a sufficient discharge therefor to any purchaser of the
Pledged Stock, or any portion thereof, sold as aforesaid; and no such purchaser
(or his or its representatives or assigns), after paying such purchase money
and receiving such receipt, shall be bound to see to the application of such
purchase money or any part thereof or in any manner whatsoever be answerable
for any loss, misapplication or nonapplication of any such purchase money, or
any part thereof, or be bound to inquire as to the authorization, necessity,
expediency or regularity of any such sale.
The remedying of any such Event of Default shall not divest Corporation of
its rights under this Section 3 unless and until Corporation waives said rights
in writing.
4. Application of Proceeds.
The proceeds of any sale, or of collection, of all or any part of the
Pledged Stock shall be applied by Corporation, without any marshaling of
assets, in the following order:
(a) first, to the payment of all of the costs and expenses of such sale,
including, without limitation, reasonable compensation to Corporation and its
agents, attorneys and counsel, and all other expenses, liabilities and advances
made or incurred by Corporation in connection therewith; and
(b) finally, to the payment to the Pledgor, its successors and assigns, or
their respective heirs, executors or administrators, or to whomsoever may be
lawfully entitled to receive the same or as a court of competent jurisdiction
may direct, of any surplus remaining from such proceeds after payments of the
character referred to in Subsections (a) and (b) of this Section 4 shall have
been made.
5. Corporation Appointed Attorney-in-Fact; Indemnity.
(a) Corporation, its successors and assigns, is hereby appointed enduring
attorney-in-fact, with full power of substitution, of the Pledgor for the
purpose of carrying out the provisions of this Pledge Agreement and taking any
action and executing any instruments which such attorney-in-fact may deem
necessary or advisable to accomplish the purposes hereof. (b)The
<PAGE> 6
Pledgor will indemnify and save harmless Corporation from and against any
liability or damage which it may incur, in good faith and without negligence,
in the exercise and performance of any of Corporation's powers and duties
specifically set forth herein.
6. No Waiver.
No failure on the part of Corporation to exercise, and no delay on the
part of Corporation in exercising, any right, power or remedy hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise by
Corporation of any right, power or remedy hereunder preclude any other or
further right, power or remedy. The remedies herein provided are cumulative
and are not exclusive of any remedies provided by law.
7. Termination of Pledge.
When the Promissory Note shall have been paid in full, this Pledge
Agreement shall terminate. Corporation shall forthwith assign, transfer and
deliver to the Pledgor or its assignees, without representation, warranty or
recourse, against appropriate receipts, all the Pledged Stock, if any, then
held by it in pledge hereunder.
8. Governing Law.
This Pledge Agreement shall in all respects be construed and interpreted
in accordance with and governed by the laws of the Bermuda.
9. Successors and Assigns.
This Pledge Agreement shall be binding upon and inure to the benefit of
the respective successors and assigns of the Pledgor and Corporation, and any
subsequent holder of the Promissory Note or the Obligations.
10. Additional Instruments and Assurance.
The Pledgor hereby agrees, at its own expense, to execute and deliver,
from time to time, any and all further, or other, instruments, and to perform
such acts, as Corporation may reasonably request to effect the purposes of this
Pledge Agreement and to secure to Corporation, and to all persons who may from
time to time be the holder of the Promissory Note or the Obligations, the
benefits of all rights, authorities and remedies conferred upon Corporation by
the terms of this Pledge Agreement.
11. Future Holders of Notes.
<PAGE> 7
This Pledge Agreement is for the benefit of any and all future holders of
the Obligations in addition to Corporation, each of whom shall, without
further act, become a party hereto by becoming a holder of the Promissory Note.
12. Notices.
All notices, requests, demands, consents or other communications given
hereunder or in connection herewith shall be in writing and sent by registered
mail, return receipt requested, postage prepaid, addressed to the Pledgor at
the address set forth below, and to the Corporation, at its principal office
set forth above. The Pledgor or Corporation may, by notice given as aforesaid,
change its address for all subsequent notices. Notice shall be deemed given
when so deposited in the mail.
13. Separability.
In case any one or more of the provisions of this Pledge Agreement shall for
any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof, but this Pledge Agreement shall be construed as if such invalid,
illegal or unenforceable provision had not been included.
14. Events of Default.
The Pledgor shall be in default under this Pledge Agreement upon the
occurrence of any one of the following events (herein referred to as an "Event
of Default"):
(a) default by the Pledgor in the due observance or performance of any
covenant or agreement contained herein or breach by the Pledgor of any
representation or warranty contained herein and such default shall continue
unremedied for thirty (30) days after written notice thereof is given by
Corporation to the Pledgor; or
(b) any default by the Pledger in the payment or performance when due of any
of the Obligations, including, without limitation, the payment of the principal
of, or interest on, any indebtedness of the Pledgor to Corporation, as set
forth in the Promissory Note.
15. Headings.
<PAGE> 8
The headings of the Sections of this Pledge Agreement have been inserted
for convenience of reference only and shall in no way affect the construction
or interpretation of this Pledge Agreement.
Please indicate your receipt of the property described in the first
paragraph hereof and your agreement to the terms and provisions hereof by
executing this Pledge Agreement in the space provided below.
(Signature block on next page.)
<PAGE> 9
BRIANA INVESTMENT GROUP, LP
by its General Partner
WINDBRIDGE HOLDINGS, LTD.,
BY /s/ Vernon N. Douglas, Jr.
-----------------------------------------------------------
Vernon N. Douglas, Jr., Director
- -------------------------------------------
Witness
Dated this 8th day of May, 1997.
ZEON CORPORATION
By /s/ Dennis Nichols
-------------------------------
Dennis Nichols
Director
Dated this 8th day of May, 1997
<PAGE> 1
Exhibit 5
<PAGE> 2
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT is made as this 8th day of May,
1997, by and between Metro Global Media, Inc., a Delaware corporation the
"Company"), and Briana Investment Group, LP, a British Virgin Island limited
partnership having a mailing address at Bison Court, P.O. Box 3460, Road Town,
Tortola, British Virgin Islands (the "Shareholder").
RECITALS
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Definitions.
(a) The term "Abbreviated Registration Statement" means a
registration statement on Form S-3 or any similar or successor form in which
financial statements and other detailed information about the issuer are
incorporated by reference from the issuer's periodic reports filed under
Securities Exchange Act of 1934.
(b) The term "Act" means the Securities Act of 1933, as
amended, or any successor legislation thereto.
(c) The term "Material Adverse Effect" means any material
adverse effect on the Offering (as defined in Section 2.2), including but not
limited to any impact to the Company of US $250,000 or more as determined by
Company's investment bankers underwriting the Offering, in their sole
discretion.
(d) The terms "register," "registered," and
"registration" refer to a registration effected by preparing and filing a
registration statement or similar document in compliance with the Act, and the
declaration or ordering of effectiveness of such registration statement or
document;
(e) The term "Registrable Securities" means the following
held by the Shareholder the "Stock") a dividend or other distribution with
respect to, or in exchange for or in replacement of, the Stock, excluding in
all cases, however, any Registrable Securities sold by a person in a
transaction in which his rights under this Section 1 are not assigned and any
such securities as to which restrictive legends restricting transfer under the
Act are lifted pursuant to Rule 144(k) under the Act (or any successor rule) or
any other exemption from registration under the Act and the subsequent
disposition of such shares by the Shareholder does not require registration
under the Act.
<PAGE> 3
1. Piggyback Registration.
2.1 Right to Include Registrable Stock. If the Company
at any time proposes to register any of its shares of Common Stock under the
Act for its own account for sale for cash (other than a registration of Form
S-4 or Form S-8, or any successor or similar forms)(the "Offering"), it will
each such time promptly give written notice thereof to the Shareholder. Upon
the written request of the Shareholder made within 15 days after the receipt of
any such notice (which request shall specify the Registrable Securities
intended to be disposed of by the Shareholder and the intended method of
distribution thereof), the Company will use its reasonable good faith efforts
to effect the registration under the Act of all Registrable Securities which
the Company has been so requested to register by the Shareholder to the extent
requisite to permit the disposition of the Registrable Securities so to be
registered in accordance with the intended methods of distribution thereof
specified in such request; provided that (i) for the first such registration
proposed by the Company, if that registration of the Registrable Securities
will have a Material Adverse Effect, the Company shall be relieved of any
obligation to register the Registrable Securities; (ii) if, at any time after
giving written notice of its intention to register any securities and prior to
the effective date of the registration statement filed in connection with such
registration, the Company shall determine for any bona fide good faith business
reason not to register such securities, the Company may, at its election, give
written notice of such determination to the Shareholder and, thereupon, shall
be relieved of its obligation to register any Registrable Securities in
connection with such registration, and (iii) in case of a determination by the
Company to delay registration of its securities, the Company shall be permitted
to delay the registration of Registrable Securities for the same period as the
delay in registering such other securities.
2.2 Priority in Piggyback Registrations. If the managing
underwriter for a piggyback registration involving an underwritten Offering
shall advise the Company in writing that, in its opinion, the number of
securities of the company (including Registrable Securities) requested to be
included in such registration by the holders thereof exceeds the number of
securities of the Company (the "Sale Number") which can be sold in an orderly
manner in such offering within a price range acceptable to the Company, the
Company shall, subject to the requirement of the following sentence, include
(i) first, all securities of the Company that the Company proposes to register
for its own account; (ii) second, to the extent that the number of securities
of the
<PAGE> 4
Company to be included by the Company is less than the Sale Number, all of the
Registrable Securities requested to be included by the Shareholder; and (iii)
third, to the extent that the number of securities of the Company to be
included by the Company and the Shareholder is less than the Sale Number, all
other securities of the Company requested to be included by the holders
thereof, other than the Registrable Securities requested to be included by the
Shareholder, pro rata based on the relative numbers of securities requested to
be included by each.
3. Demand Registration.
3.1 Right to Demand Registration Stock.
In addition to the piggyback registration rights granted to
Shareholder pursuant to Section 2 hereof, at any time and from time to time
upon the written request of the Shareholder, the Company will use its
reasonable good faith efforts to effect the registration under the Act of all
Registrable Securities which the Company has been so requested to register by
the Shareholder to the extent requisite to permit the disposition of the
Registrable Securities so to be registered in accordance with the intended
methods of distribution thereof specified in such request. In no event will
the registration statement registering the Registrable Securities filed
pursuant to the Section 3.1 include any other shares of the Company without the
prior written consent of the Shareholder.
4. Obligations of the Company. Whenever required under this
Agreement to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration
statement with respect to such of the Registrable Securities as are set forth
in the request, use its reasonable good faith efforts to cause such
registration statement to become effective and use its reasonable good faith
efforts to keep such registration statement effective (i) with respect to a
registration effected pursuant to Section 3 hereof, for the greater of two
years or the length of time for which other shares included in such
registration statement shall be registered, and (ii) in the case of a
registration statement effected pursuant to Section 4 hereof, until the earlier
of two years or the date all of the Registrable Securities have been sold by
the Shareholder; but in no event after such securities cease being Registrable
Securities.
(b) Prepare and file with the SEC such amendments and
<PAGE> 5
supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply with
the provisions of the Act with respect to the disposition of all securities
covered by such registration statement.
(c) Furnish to the Shareholder such numbers of copies of
a prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as he may reasonably request
in order to facilitate the disposition of the Registrable Securities.
(d) Use its best efforts to register and qualify the
securities covered by such registration statement under such other securities
or Blue Sky laws of such jurisdictions within the United States as shall be
reasonably requested by the Shareholder, provided that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do
business, subject itself to taxation or to file a general consent to service of
process in any such states jurisdictions.
(e) In the event the registration statement is used in an
underwritten public offering, enter into and perform its obligations under an
underwriting agreement, in usual and customary form, with the managing
underwriter of such offering, provided that the Shareholder also have entered
into and performed their obligations under such an agreement.
(f) Notify the Shareholder, at any time when a prospectus
relating thereto is required to be delivered under the Act, of the happening of
any event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
then existing.
5. Furnish Information. The Company's obligation to cause any
registration statement to become effective in connection with distribution of
any Registrable Securities pursuant to this Agreement shall be contingent upon
the Shareholder, with reasonable promptness, furnishing to the Company such
information regarding itself, the Registrable Securities held by him, and the
intended method of disposition of such securities, as shall be required to
effect the registration of the Registrable Securities.
6. Indemnification. In the event of any registration under this
Agreement:
(a) To the extent permitted by law, the Company will
<PAGE> 6
indemnify and hold harmless the Shareholder, any underwriter (as defined in the
Act) for such Shareholders and each person, if any, who controls such
Shareholders or underwriter within the meaning of the Act or the Securities
Exchange Act of 1934, as amended (the "1934 Act"), against any losses, claims,
damages, or liabilities (joint or several) to which they may become subject
under the Act, or the 1934 Act or other federal or state law, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any of the following statements, omissions or
violations (collectively a "Violation"): (i) any untrue statement or alleged
untrue statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, (ii) the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, or (iii) any violation or alleged
violation by the Company of the Act, the 1934 Act, any state securities law or
any rule or regulation promulgated under the Act, or the 1934 Act or any state
securities law, and the Company will pay to the Shareholder, underwriter or
controlling person, as incurred, any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, however, that the indemnity
agreement contained in this subsection 6(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action if such
settlement if effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable in any such case
for any such loss, claim, damage, liability, or action to the extent that it
arises out of or is based upon (1) a Violation which occurs in reliance upon
and in conformity with written information furnished expressly for use in
connection with such registration by the Shareholder, underwriter or
controlling person or (2) a Violation which results from the fact that there
was not sent or given to a person who bought Registrable Stock, at or prior to
the written confirmation of the sale, a copy of the final prospectus, as then
amended or supplemented, if the Company had previously furnished copies of such
prospectus hereunder and such prospectus corrected the misstatement or omission
forming the basis of the Violation.
(b) To the extent permitted by law, the Shareholder will
indemnify and hold harmless, the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the Act, any underwriter, any other
shareholder of the Company selling securities in such registration statement
and any controlling person of any such underwriter or other shareholder,
against any losses, claims, damages, or liabilities
<PAGE> 7
(joint or several) to which any of the foregoing persons may become subject,
under the Act, or the 1934 Act or other federal or state law, insofar as such
losses, claims, damages, or liabilities (or action in respect thereto) arise
out of or are based upon any Violation, in each case to the extent (and only to
the extend) that such Violation occurs in reliance upon and in conformity with
written information furnished by the Shareholder for use in connection with
such registration; and the Shareholder will pay, as incurred, any legal or
other expenses reasonably incurred by any person intended to be indemnified
pursuant to this subsection 6(b), in connection with investigating or defending
any such loss, claim, damage, liability, or action; provided, however, that the
indemnity agreement contained in this subsection 6(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Shareholder, which
consent shall not be unreasonably withheld.
(c) If any third party makes a claim for which an
indemnifying party under this Section 6("Indemnified Party") seeks indemnity
from the indemnifying party ("Indemnitor"), the Indemnified Party shall as soon
as practicable notify Indemnitor of the details of the claim ("Claim Notice").
After receiving a Claim Notice, Indemnitor may elect, by
written notice to the Indemnified Party, to assume the defense of such claim by
using counsel selected by Indemnitor, acting reasonably. If Indemnitor assumes
such defense and admits that the claim is subject to the Indemnitor's indemnity
obligations, the (i) the claim shall be deemed to be claim indemnified by the
Indemnitor; (ii) the Indemnified Party may, at its election, participate in the
defense of the claim, but Indemnitor will have no obligation to pay for any
defense costs including attorneys' fees of the Indemnified Party after
Indemnitor assumes the defense of the claim; and (iii) Indemnitor will have the
right, without cost to Indemnified Party, to compromise and settle the claim on
any basis believed reasonable, in good faith, by Indemnitor, and Indemnified
Party shall be bound thereby, provided that Indemnitor can reasonable
demonstrate the financial resources to perform under the terms of the proposed
Settlement.
After receiving a Claim Notice, if Indemnitor either does not assume
the defense thereof, or does so under a reservation of rights without admitting
that the claim is subject to the Indemnitor's indemnity obligations, then: (i)
the claim shall not be deemed to be a claim indemnified by the Indemnitor and
neither party shall have waived any rights to assert that the claim is or is
not properly a claim subject to the Indemnitor's indemnity obligations; (ii)
both Indemnitor and Indemnified Party may, at their individual election,
participate in the defense of such
<PAGE> 8
claim but Indemnitor will remain responsible for the costs of defense,
including reasonable attorneys' fees of the Indemnified Party should the claim
ultimately be determine to be subject to Indemnitor's indemnity obligation; and
(iii) the Indemnified Party shall have the right to compromise and settle the
claim on any basis believed reasonable, in good faith, by the Indemnified
Party, and the Indemnitor will be bound thereby should the claim ultimately be
determined to be subject to Indemnitor's indemnity obligation.
(d) If the indemnification provided for in this Section 6
is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage, or
expense referred to therein, then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such loss, liability,
claim, damage, or expense in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and of the indemnified
party on the other in connection with the statements or omissions that resulted
in such loss, liability, claim, damage, or expense as well as any other
relevant equitable considerations. The relative fault of the indemnifying
party and of the indemnified party shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative
intent, knowledge, access to information, and opportunity to correct or prevent
such statement or omission.
(e) The obligations of the Company and the Shareholder
under this Section 6 shall survive the completion of any offering of
Registrable Securities in a registration statement under this agreement, and
otherwise.
7. Expenses of Registration. All expenses incurred in connection with
any registration, qualification or compliance pursuant to this Agreement,
including, without limitation, all registration, filing and qualification fees,
printing expenses, fees and disbursements of counsel for the Company and
expenses of any special audits incidental to or required by such registration,
qualification or compliance shall be borne (I) if the registration is effected
pursuant to Section 3 hereof, by the Company and (ii) if the registration is
effected pursuant to Section 4 hereof, by the Shareholder.
8. Miscellaneous.
8.1 Successors and Assigns. The terms and conditions of
<PAGE> 9
this Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties; provided that the Shareholder may not
assign his rights under this Agreement without the consent of the Company.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto any rights, remedies, obligations, or
liabilities under or by reason of this Agreement.
8.2 Governing Law. This Agreement shall be governed by and
construed under the laws of the State of Delaware.
8.3 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
8.4 Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
8.5 Notices. Unless otherwise provided, any notice required to
permitted under this Agreement shall be given in writing and shall be deemed
effectively given (i) upon personal delivery to the party to be notified, (ii)
on the seventh business day after deposit with the United States Post Office,
by registered or certified mail, postage prepaid, (iii) on the next business
day after dispatch via nationally recognized overnight courier or (iv) upon
confirmation of transmission by facsimile, all addressed to the party to be
notified at the address indicated for such party on the signature page hereof,
or at such other address as such party may designate by ten (10) days advance
written notice to the other parties. Notices should be provided in accordance
with this Section at the following addresses:
If to the Shareholder to:
Briana Investment Group, LP
Bison Court
P.O. Box 3460
Road Town
Tortola, British Virgin Islands
If to the Company, to:
Metro Global Media, Inc.
1060 Park Avenue
Cranston, RI 02910
<PAGE> 10
8.6 Expenses. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.
8.7 Amendments and Waivers. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in particular instance and either retroactively or prospectively),
only with the written consent of the Company and the holders of a majority of
the Registrable Securities then outstanding. Any amendment or waiver effected
in accordance with the paragraph shall be binding upon each holder of any
Registrable Securities then outstanding, each future holder of all such
Registrable Securities, and the Company.
8.8 Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provision shall be excluded
form this Agreement and the balance of the Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with its
terms.
8.9 Entire Agreement; Amendment; Waiver. This Agreement
constitutes the full and entire understanding and agreement between the parties
with regard to the subjects hereof.
(Signature block on following page.)
<PAGE> 11
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
Witness: Metro Global Media, Inc.
- ------------------------- By: /s/ A. Daniel Geribo
----------------------------
A. Daniel Geribo, President
Witness: Briana Investment Group, LP
By: Windbridge Holdings, Ltd.
- ------------------------- By: /s/ Vernon N. Douglas, Jr.
---------------------------
Vernon N. Douglas, Jr.,
Director
