Capital Corp. Address: Xxxxx 000, 00000 - 00xx Xxxxxx Xxxxxxx, British Columbia V2Y 1N4 Fax: 000-000-0000 E-mail: xxxx@xxxxxxxxxx.xxx You are buying Exempt Market Securities They are called exempt market securities because two parts of securities law do not apply to them. If an issuer wants to sell exempt market securities to you: • the issuer does not have to give you a prospectus (a document that describes the investment in detail and gives you some legal protections), and • the securities do not have to be sold by an investment dealer registered with a securities regulatory authority or regulator. There are restrictions on your ability to resell exempt market securities. Exempt market securities are more risky than other securities. You will receive an offering memorandum Read the offering memorandum carefully because it has important information about the issuer and its securities. Keep the offering memorandum because you have rights based on it. Talk to a lawyer for details about these rights. You will not receive advice You will not get professional advice about whether the investment is suitable for you. But you can still seek that advice from a registered adviser or registered dealer. In Alberta, Manitoba, Northwest Territories, Nunavut, Xxxxxx Xxxxxx Island, Québec, Saskatchewan and Yukon to qualify as an eligible investor, you may be required to obtain that advice. The securities you are buying are not listed The securities you are buying are not listed on any stock exchange, and they may never be listed. You may never be able to sell these securities. The issuer of your securities is a non-reporting issuer A non-reporting issuer does not have to publish financial information or notify the public of changes in its business. You will not receive ongoing information about this issuer. For more information on the exempt market, call your local securities regulatory authority or regulator. British Columbia Securities Commission Telephone: 000-000-0000 Toll free: 0-000-000-0000 Website: xxx.xxxx.xx.xx The purchaser must sign two copies of this form. The purchaser and the issuer must each receive a signed copy. RISK ACKNOWLEDGEMENT (No Registration) Registration Exemption for Trades in Connection with Certain Prospectus-Exempt Securities (BCI 32-517 and amendments thereto) Name of Issuer: V.W.R. CAPITAL CORP. Name of Seller: V.W.R. CAPITAL CORP. I acknowledge that: • the person selling me these securities is not registered with a securities regulatory authority and ...
Capital Corp stating that you want to cancel your purchase. You must send the notice before midnight on the second business day after you sign the agreement to purchase the securities. You can send the notice by fax or email or deliver it in person to V.W.R.
Capital Corp s/ Xxxxxxx X. Xxxxxxx --------------------------- Xxxxxxx X. Xxxxxxx Executive Vice President UGS Corp. UGS Corp. /s/ Xxxxxxx X. Xxxxxxx --------------------------- Xxxxxxx X. Xxxxxxx Executive Vice President Optionee /s/ Xxxxxxx X. Xxxxxxxxxx --------------------------- Name: Xxxxxxx X. Xxxxxxxxxx Rollover Class L Option Agreement SCHEDULE A VESTING SCHEDULE Total number of Option Shares: 2,444.00 25%Shares are exercisable on or after the grant of the Option; an additional 37.5% Shares are exercisable on and after the one year anniversary of the date of the Option; and an additional 37.5% Shares are exercisable on and after the two year anniversary of the date of the Option. SCHEDULE B CONDITIONAL DEFERRED CASH AWARD Total amount of conditional deferred cash award: $198,000.00 UGS CAPITAL CORP. AND UGS CAPITAL CORP. II 2004 MANAGEMENT INCENTIVE PLAN THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE STOCKHOLDERS AGREEMENT AMONG UGS CAPITAL CORP., UGS CAPITAL CORP. II, UGS HOLDINGS, INC., UGS CORP. AND CERTAIN STOCKHOLDERS OF UGS CAPITAL CORP. AND UGS CAPITAL CORP. II, DATED AS OF MAY 24, 2004 (THE "STOCKHOLDERS AGREEMENT"). UGS CAPITAL CORP. II STRONGLY ENCOURAGES YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES. THANK YOU. UGS CAPITAL CORP. II NON-QUALIFIED ROLL-OVER OPTION AND CONDITIONAL DEFERRED CASH AWARD AGREEMENT This Agreement evidences a stock option granted by UGS Capital Corp. II, a Delaware corporation (the "Company") and a deferred cash award conditionally payable by UGS Corp., a Delaware corporation and an indirect subsidiary of the Company ("UGS Corp."), to the undersigned (the "Optionee"), pursuant to, and subject to the terms of, the UGS Capital Corp. and UGS Capital Corp. II 2004 Management Incentive Plan (the "Plan"), which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt.
Capital Corp. Suite 111, 00000 – 00xx Xxxxxx Xxxxxxx, British Columbia V2Y 1N4 Attention: Xxxxx Xxxxxxxx
Capital Corp. (the "New Lender") will be engaging in financing of the Co-Borrowers. It is the understanding of the Banks that a portion of the proceeds of said financing will be used to repay the total indebtedness of the Co-Borrowers to the Banks. Based on the Banks' books and records, the total amount of "Obligations" (as defined in that certain Credit Agreement, dated as of August 20, 1997, among the Co-Borrowers, the Agent and the Banks (as amended or modified, the "Agreement") due the Banks, in the aggregate, if paid on July 21, 1999, after giving effect to confirmed collections of receivables through July 21, 1999 is $2,732,504.24 (the "Payoff Amount") (allocable to the Banks and to the Agent's attorney, as set forth below) which amount includes (i) all principal, interest, fees, costs, expenses and liquidated damages due to the Banks as of such date in the amount of $2,728,304.24 and (ii) legal fees and expenses of Xxxxxxx Xxxxx, P.C., attorney for the Agent as of such date, in the amount of $4,200.00; provided, however, that if the Payoff Amount is not received by the Banks by 2:00 p.m. on July 21, 1999, per diem interest of $707.09 per day (other than with respect to the payment to Xxxxxxx Xxxxx) shall be due until payment is so received. The Payoff Amount (plus any applicable per diem interest) should be wire transferred to PDK's checking account at EAB, whereupon EAB is authorized to debit such account for an amount equal to the Payoff Amount. In consideration of the payment in full of the Co-Borrowers's indebtedness to the Banks and the termination of the Commitments of the Banks, as set forth above, and the agreements of the Co-Borrowers contained herein, each Bank hereby (i) acknowledges and agrees that payment of the Payoff Amount, if paid on July 21, 1999 in immediately available funds, will constitute payment in full of all of the Co-Borrowers's indebtedness and obligations to the Banks, except as set forth herein, (ii) represents that it has no other credit arrangements with, loans outstanding to, guaranties by, or interests or liens against the Co-Borrowers or the Co-Borrowers' personal property, (iii) releases, effective upon receipt of the Payoff Amount, all security interests and liens which the Co-Borrowers may have granted to the Agent for the ratable benefit of the Lenders, (iv) agrees that it will, at the Co-Borrowers' or New Lender's expense, terminate all of its agreements with the Co-Borrowers, and (v) agrees that the Co-Borrowers have no fu...
Capital Corp agrees to promptly notify Subservicer of any transactions involving Capital Corp., the Affiliates and the borrower and/or changes in status or demographic data on any of its accounts if received from sources other than Subservicer. Capital Corp. specifically agrees to promptly notify Subservicer of any bankruptcy action taken with respect to any Loan.
Capital Corp agrees to pay Subservicer the fees established by Subservicer from time to time for services rendered pursuant to this Agreement. The current fee schedule is attached to this Agreement as Schedule A. Increases or decreases in such schedule may be made from time to time; provided however, that Capital Corp. shall be given 60 days written notice prior to the effective date of any change in the fee schedule. Such effective date shall be the beginning of a calendar quarter (April 1, July 1, October 1, January 1). Statements for services rendered will be provided on a monthly basis and are payable upon receipt.
Capital Corp shall be liable for all charges incurred for services performed pursuant to this Agreement up to the termination date.
Capital Corp may assign all or any portion of this Agreement in its sole discretion without the consent of Subservicer to any Affiliate. Great Lakes may assign this Agreement to any affiliate to which its Federal Family Education Loan Program lender servicing program is transferred in whole or substantial part. Except as provided herein, this Agreement may not be assigned without the prior consent of the non-assigning party.
