Subordinated Note Purchase Agreement

The rest of the note is generally intended to outline the mechanisms for converting debt repayment into shares. In this section you will find a language that describes what makes qualified financing – a note holder does not want shares in a company that is underfunded (she would prefer a cash refund), so the concept here is to say that it must be part of a fairly robust financing if you want to convert me into shares. There is also usually a language about what happens when there is no qualified funding before the due date. And the last paragraphs are the usual legal clauses of the budget on treaty-compliant interpretation and application. (f) no offences. The company does not violate its constitution, its statutes or any other organizational document, or, unless otherwise stated in SEC documents, the laws, regulations, regulations or orders of a court or government authority, an arbitration panel or an authority applicable to the company that is a violation, individually or as a whole, a material adverse effect, and the company is not in default (and there is no condition that , over time or in some other way, would constitute a substantial default) in the performance of a loan, obligation or other evidence of debt in any deposit, mortgage, deed of trust or any other agreement or deposit to which the company is a supporter or related to the company, or to which the ownership of the company is bound, individually or as a whole. , had or would reasonably have had a substantial adverse effect. For the purposes of this paragraph (f), all direct and indirect subsidiaries of the company are considered “company.” i) Full agreement. This agreement and the documents referred to in it constitute the whole agreement between the parties regarding the purpose of this agreement and all other written or oral agreements between the parties are expressly annulled. This contract for the sale of guaranteed convertible bonds (the “agreement”) is concluded on February 4, 2003 by and between Plus Software, Inc., a Delaware company (the “Company”) and each of the Schedule A buyers (one buyer and together the “buyers”). (iii) Until the earlier date of (A), the Company may sell additional bonds to individuals or businesses defined by the company or to purchase additional bonds.

All of these sales are made under the terms set out in this agreement. For the purposes of this agreement and any other proposed agreement, any additional purchaser who purchases notes is considered a “buyer” for the purposes of this agreement, and all bonds purchased by that additional purchaser are considered “notes” and “titles.” (ii) At each conclusion, the company provides each buyer with the message to be purchased by that buyer against (1) payment of the purchase price by cheque to the company or by bank transfer to a bank designated by the company, (2) the provision by the party opposed to this agreement and the note and (3) the delivery of a valid and completed IRS form W-8 BEN or IRS W-9 form , if applicable, the exemption from the buyer`s withholding tax, forms that are attached to Schedule C of this agreement.

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