Common use of C E P T A N C E Clause in Contracts

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture is hereby accepted by Maverick Minerals Corp. DATED at SASKATOON , the 26th day of November, 2009. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx Per: Xxxxxx Xxxxxxx, Authorized Signatory EXHIBIT “A” Form of Convertible Debenture THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue Date: November 26, 2009 Conversion Price (subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVED, MAVERICK MINERALS CORPORATION (the “Company”) promises to pay to Xxxxxx Xxxxxxx (the “Holder”), the principal sum of One Hundred Thousand Dollars (US$100,000) in lawful currency of the United States (the “Principal Amount”) on demand, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of 8% per annum, payable on the Conversion Date (as hereafter defined). Interest shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holder. The Company may prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder. This Debenture is subject to the following additional provisions: Subscription Agreement.

Appears in 1 contract

Samples: Subscription Agreement (Maverick Minerals Corp)

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C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Shares is hereby accepted by Maverick Minerals Corp. Crown Oil and Gas Inc. DATED at SASKATOON _____________________________________, the 26th _____ day of November__________________, 2009. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx CROWN OIL AND GAS INC. Per: Xxxxxx Xxxxxxx, _____________________________________________ Authorized Signatory EXHIBIT "A” Form of Convertible Debenture " THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue DateTHESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 5:00 P.M. (PACIFIC STANDARD TIME) ON __________________, 2011. SHARE PURCHASE WARRANTS TO PURCHASE SHARES IN THE COMMON STOCK OF CROWN OIL AND GAS INC. (incorporated in the State of Nevada) Non-U.S. Subscribers CERTIFICATE NO.: November 26______________ No. of Warrants: __________ September 1, 2009 Conversion Price (subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVED, MAVERICK MINERALS CORPORATION THIS IS TO CERTIFY THAT: __________________________________________ __________________________________________ __________________________________________ (the “Company”) promises to pay to Xxxxxx Xxxxxxx (the “"Holder"), has the principal sum of One Hundred Thousand Dollars (US$100,000) in lawful currency of the United States (the “Principal Amount”) on demandright to purchase, upon and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of 8% per annum, payable on the Conversion Date (as hereafter defined). Interest shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holder. The Company may prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder. This Debenture is subject to the Terms and Conditions hereinafter referred to, up to ______________ fully paid and non-assessable shares (the "Shares") in the common stock of Crown Oil and Gas Inc. (hereinafter called the "Company") on or before 5:00 p.m. (Pacific Standard time) on __________________, 2011 (the "Expiry Date") at a price per Share (the "Exercise Price") of: (i) US$2.00 for the first 12-month period (one to 12 months) following additional provisions: Subscription Agreementthe Closing (as defined in Appendix "A" attached hereto); and (ii) US$2.50 for the remaining 24-month period (13 to 24 months) following the Closing on the Terms and Conditions attached hereto as Appendix "A" (the "Terms and Conditions").

Appears in 1 contract

Samples: Subscription Agreement (Crown Oil & Gas Inc.)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Securities is hereby accepted by Maverick Minerals Corp. STRIKER ENERGY CORP. DATED at SASKATOON Xxxxxxx, Xxxxxxx, the 26th _____ day of November_________, 20092010. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx STRIKER ENERGY CORP. Per: Xxxxxx Xxxxxxx, Authorized Signatory EXHIBIT “A” Form of Convertible Debenture THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH Xxxxxxxx THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED WAS ISSUED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO IN REGULATION S PROMULGATED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE ACCORDINGLY, THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE 1933 ACT, ACT OR ANY U.S. STATE SECURITIES LAWS, LAWS AND, UNLESS SO REGISTERED, IT MAY NOT BE OFFERED OR SOLDSOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE PROMISSORY NOTE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE ACCORDANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue Date: November PROMISSORY NOTE US$200,000 JULY 26, 2009 Conversion Price (subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE 2010 FOR VALUE RECEIVED, MAVERICK MINERALS CORPORATION (the “Company”) undersigned promises to pay to Xxxxxx Xxxxxxx (the “Holder”)order of XXXXXXXX COMPANY S.A. at its principal office located at SAFFREY SQUARE, NASSAU, BAHAMAS, or at such other place as the holder of this Note may from time to time designate, the principal sum of One Hundred Thousand Dollars TWO HUNDRED THOUSAND DOLLARS (US$100,000$200,000.00) in lawful currency money of the United States (the “Principal Amount”) of America, together with interest thereon as herein provided; on demandJULY 26, and to pay interest to the Holder on the aggregate unconverted and then outstanding 2011. The principal amount of this Debenture or such portion thereof as shall remain outstanding from time to time shall accrue simple interest, calculated monthly in arrears, at the a rate of 8% per annum, payable on the Conversion Date FIVE PERCENT (as hereafter defined). Interest shall be calculated on the basis of a 360-day year and shall accrue daily 5%) PER ANNUM commencing on the Issue Date until payment date of this promissory note and payable at maturity. If principal is not paid when due, the undersigned promises to pay all costs of collection, including without limitation, legal fees, and all expenses in full connection with the protection or realization of the Principal Amountcollateral securing this promissory note, together if any, or the enforcement of any guaranty hereof incurred by the holder(s) hereof on account of such collection, whether or not suit is filed hereon or thereon; such costs and expenses shall include, without limitation, all costs, expenses and legal fees incurred by the holder(s) hereof in connection with all accrued and unpaid interest and any insolvency, bankruptcy, arrangement or other amounts similar proceedings involving the undersigned, or involving any endorser or guarantor hereof, which may become due hereunder, has been made. Interest shall cease to accrue with respect to in any part way affects the exercise by the holder(s) hereof of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holderrights and remedies of such holder(s) under this promissory note. The Company undersigned may prepay all or any portion of the principal sum without prior notice to, or the consent of, the holder, at any time and from time-to-time during the term of this Note provided that (i) the undersigned is not in default hereunder at the time of prepayment, (ii) if the prepayment occurs at any time prior to the first day of the sixth calendar month following the date of this Note (the “Six Month Anniversary”), the undersigned shall pay, in lieu of actual interest accrued, an amount equal to the interest that would have accrued on the amount of this Debenture without the prior written consent principal sum prepaid if the same had been outstanding for six months; and (iii) if the prepayment occurs at any time after the Six Month Anniversary, the undersigned shall pay all interest that has actually accrued on the amount of the Holderprincipal sum that is prepaid. This Debenture is subject to the following additional provisionsPresentment, protest, notice of protest and notice of dishonour are hereby waived. STRIKER ENERGY CORP. By: Subscription Agreement./s/ XXXXXX XXXXXXXX

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Striker Energy Corp)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Units is hereby accepted by Maverick Minerals Corp. DIGITAL VALLEYS CORP. DATED at SASKATOON ________________________________________, the 26th _______ day of November__________________, 20092011. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx DIGITAL VALLEYS CORP. Per: Xxxxxx Xxxxxxx, Authorized Signatory EXHIBIT “A” SCHEDULE A INSTRUCTIONS FOR WIRING FUNDS TO DIGITAL VALLEYS CORP. Exhibit B Form of Convertible Debenture Warrant Certificate THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS WILL NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 “U.S. SECURITIES ACT"). NONE OF THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) IF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS (C) IN COMPLIANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, FROM THE REGISTRATION REQUIREMENTS OF UNDER THE 1933 U.S. SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE CORPORATION. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS. THIS WARRANT AND THE 1933 SHARES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT. "”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES" . THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR PERSON IN THE UNITED STATES AND "THE UNDERLYING SHARES MAY NOT BE DELIVERED WITHIN THE UNITED STATES UNLESS THE WARRANT AND THE UNDERLYING SHARES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE, AND THE HOLDER HAS DELIVERED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. “UNITED STATES” AND “U.S. PERSON" ARE USED HEREIN AS SUCH TERMS ARE DEFINED BY REGULATION S UNDER THE 1933 U.S. SECURITIES ACT. Issue DateWARRANTS DIGITAL VALLEYS CORP. (A Nevada Corporation) CERTIFICATE NUMBER: November 262011 SERIES A – ● Warrants representing the Right to Purchase «Number» Common Shares WARRANTS FOR PURCHASE OF COMMON SHARES THIS IS TO CERTIFY THAT, 2009 Conversion Price for value received «Name», «Address» (subject hereinafter called the “holder”) is entitled to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVED, MAVERICK MINERALS CORPORATION subscribe for and purchase «Number» fully paid and non-assessable common shares (“Common Shares”) in the capital of DIGITAL VALLEYS CORP. (hereinafter called the “Company”) promises at any time on or before 5:00 PM (PST) on [2 years from Closing] at a price of $0.50 per Common Share, subject to pay adjustment and to Xxxxxx Xxxxxxx the provisions and terms and conditions herein set forth. The Warrants will be void and of no value after 5:00 PM (PST) on [2 years from Closing] (the “HolderExpiry Time”), . The Warrants and the principal sum Common Shares issuable upon exercise hereof have not been and will not be registered under the U.S. Securities Act or the securities laws of One Hundred Thousand Dollars (US$100,000) any state of the United States. The Warrants may not be exercised in lawful currency the United States or by or for the account or benefit of a U.S. Person or a person in the United States and the underlying Common Shares may not be delivered within the United States unless the underlying Common Shares to be delivered upon exercise of these Warrants have been registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and the holder has delivered to the Company an opinion of counsel in form and substance satisfactory to the Company to such effect. “United States” and “U.S. Person” are used herein as such terms are defined by Regulation S under the U.S. Securities Act. The rights to acquire Common Shares granted by this certificate (the “Principal AmountWarrant Certificate”) on demandmay be exercised by the holder, and to pay interest subject to the Holder on the aggregate unconverted terms and then outstanding principal amount conditions hereof, in whole or in part (but not as to a fractional Common Share), by surrender of this Debenture Warrant Certificate and the duly completed and executed Exercise Form attached hereto as Appendix A to the offices of the Company located at 0000 Xxxxxx Xxx. Xxxxx, Xxxxx 000, Xxxxxxx, XX 00000, XXX (or such other address as the Company may designate in writing), accompanied by a certified cheque, bank draft or money order payable in lawful money of the United States to or to the order of the Company in payment of an amount equal to the purchase price of the number of Common Shares for which Warrants are then exercised. See attached Appendix C for instructions on how to exercise Warrants represented by this Warrant Certificate. Surrender of this Warrant Certificate and the duly completed Exercise Form with payment of the purchase price as provided above will be deemed to have been effected only on personal delivery thereof to, or if sent by mail or other means of transmission on actual receipt thereof by, the Company at the rate offices of 8% per annumthe Company. In the event of any exercise of the rights represented by this Warrant Certificate, payable on certificates representing the Conversion Date (as hereafter defined). Interest Common Shares so subscribed for shall be calculated on delivered to the basis holder at the address specified in the Exercise Form within a reasonable time, not exceeding five days after the rights represented by this Warrant Certificate have been so exercised. If fewer Common Shares are purchased than the number that can be purchased pursuant to this Warrant Certificate, unless the Warrants have expired, a new warrant certificate granting the right to acquire that number of a 360-day year and shall accrue daily commencing on the Issue Date until payment in full of the Principal AmountCommon Shares, together with all accrued and unpaid interest and other amounts which may become due hereunderif any, has been made. Interest shall cease to accrue with respect to which the Warrants have not then been exercised shall also be issued to the holder within such time. The Company shall not be required to issue fractional Common Shares upon the exercise of all or any part of the Principal Amount converted, provided that Warrants and the Company holder will not be entitled to a cash payment in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holderlieu of any such fractional interest. The Company Warrants represented by this Warrant Certificate may prepay any portion only be exercised by or for the account or benefit of a holder who, at the principal amount time of this Debenture without the prior written consent of the Holder. This Debenture is subject to the following additional provisions: Subscription Agreement.exercise, either:

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Digital Valleys Corp)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Shares is hereby accepted by Maverick Minerals Corp. Pan American Gold Corporation. DATED at SASKATOON Vancouver, BC, the 26th 7th day of NovemberMarch, 2009. MAVERICK MINERALS 2005 PAN AMERICAN GOLD CORPORATION /s/ Xxxxxx Xxxxxxx Per: Xxxxxx Xxxxxxx, /s/ Xxxxxxx Xxxxxxxx Authorized Signatory EXHIBIT “A” Form of Convertible Debenture A THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE ___________________________. [Instruction Insert the date that is 4 months and a day after the Closing Date: November 26] THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (VANCOUVER TIME) ON __________________, 2009 Conversion Price 2005. SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF PAN AMERICAN GOLD CORPORATION incorporated in the Province of Ontario THIS IS TO CERTIFY THAT ___________________________________, (the “Holder”) of ________________________________________________________________________, has the right to purchase, upon and subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVEDthe terms and conditions hereinafter referred to, MAVERICK MINERALS CORPORATION up to ________________________________ fully paid and non-assessable common shares (the “Shares”) in the capital of Pan American Gold Corporation (hereinafter called the “Company”) promises to pay to Xxxxxx Xxxxxxx on or before 4:30 p.m. (Vancouver time) on __________________, ________ (the “HolderExpiry Date), the principal sum of One Hundred Thousand Dollars (US$100,000) in lawful currency of the United States at a price per Share (the “Principal AmountExercise Price”) on demand, and to pay interest to the Holder of CDN$0.83 on the aggregate unconverted terms and then outstanding principal amount of this Debenture at conditions attached hereto as Appendix “A” (the rate of 8% per annum, payable on the Conversion Date (as hereafter defined“Terms and Conditions”). Interest shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holder. The Company may prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder. This Debenture is subject to the following additional provisions: Subscription Agreement.

Appears in 1 contract

Samples: Pan American Gold Corp

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Securities is hereby accepted by Maverick Minerals Corp. ARKANOVA ENERGY CORPORATION. DATED at SASKATOON March 1, the 26th day of November, 20092007. MAVERICK MINERALS ARKANOVA ENERGY CORPORATION /s/ Xxxxxx Xxxxxxx Per: Xxxxxx Xxxxxxx, :___________________________________________________ Authorized Signatory EXHIBIT “A” Form of Convertible Debenture SCHEDULE A NONE OF THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITIONTHESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 5:00 P.M. (VANCOUVER TIME) ON MARCH 1, HEDGING TRANSACTIONS INVOLVING 2010. SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF ARKANOVA ENERGY CORPORATION THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue Date: November 26TO CERTIFY THAT ____________________, 2009 Conversion Price (the “Holder”) of _______________________, has the right to purchase, upon and subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVEDthe terms and conditions hereinafter referred to, MAVERICK MINERALS up to ____________________________ fully paid and non-assessable common shares (the “Shares”) in the capital of ARKANOVA ENERGY CORPORATION (the “Company”) promises to pay to Xxxxxx Xxxxxxx for the term from March 1, 2008 until 5:00 p.m. (Vancouver time) on March 1, 2010 (the “HolderExpiry Date), the principal sum of One Hundred Thousand Dollars (US$100,000) in lawful currency of the United States at a price per Share (the “Principal AmountExercise Price”) on demand, and to pay interest to the Holder of US$1.00 on the aggregate unconverted terms and then outstanding principal amount of this Debenture at conditions attached hereto as Appendix “A” (the rate of 8% per annum, payable on the Conversion Date (as hereafter defined“Terms and Conditions”). Interest shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holder. The Company may prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder. This Debenture is subject to the following additional provisions: Subscription Agreement.

Appears in 1 contract

Samples: S Fee Agreement (Arkanova Energy Corp)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Note is hereby accepted by Maverick Minerals Global Stevia Corp. DATED at SASKATOON _______________, _________________, the 26th 7th day of NovemberSeptember, 20092012. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx GLOBAL STEVIA CORP. Per: Xxxxxx Xxxxxxx, Authorized Signatory /s/ Matthew Christopherson ------------------------------------ Xxxxxxx Xxxxxxxxxxxxxx EXHIBIT “A” Form of Convertible Debenture "X" FORM OF CONVERTIBLE NOTE THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO A U.S. PERSONS PERSON EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue DateDATED: November 26SEPTEMBER 7, 2009 Conversion Price (subject to adjustment herein): US$0.03 US$100,000 8% 2012 U.S. $35,000 CONVERTIBLE DEBENTURE NOTE FOR VALUE RECEIVED, MAVERICK MINERALS CORPORATION GLOBAL STEVIA CORP. (the “Company”"COMPANY") promises to pay to Xxxxxx Xxxxxxx COVENTRY CAPITAL LLC, or its registered assignS (the “Holder”"HOLDER"), the principal sum of One Hundred Twenty Five Thousand Dollars (US$100,000$35,000) in lawful currency of the United States (the “Principal Amount”"PRINCIPAL AMOUNT") on demandSeptember 7, and 2014 or such earlier date as the Note may be permitted to pay interest be repaid as provided hereunder (the "MATURITY DATE"), with 10% annual interest, to the Holder on the aggregate unconverted and then outstanding principal amount earlier of this Debenture at the rate of 8% per annum, payable on (i) the Conversion Date (as hereafter defined). Interest ) and (ii) the Maturity Date (except that, if any such date is not a Business Day, then such payment shall be calculated due on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment next succeeding Business Day) in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been madecash. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holder. The Company may prepay any portion of the principal amount of this Debenture without the prior written consent of the HolderTHE COMPANY MAY PREPAY ANY PORTION OF THE PRINCIPAL AMOUNT WITHOUT THE PRIOR WRITTEN CONSENT OF THE HOLDER. This Debenture Note is subject to the following additional provisions: Subscription Agreement.:

Appears in 1 contract

Samples: Subscription Agreement (Global Stevia Corp.)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Units is hereby accepted by Maverick Minerals Corp. the Company. DATED at SASKATOON ______________________, the 26th ________ day of November___________________, 2009. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx ARGENTEX MINING CORP. Per: Xxxxxx Xxxxxxx, __________________________________________ Authorized Signatory EXHIBIT “A” Exhibit A Form of Convertible Debenture Warrant THIS WARRANT IS NOT TRANSFERABLE UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS WARRANT MUST NOT TRADE THE SECURITIES REPRESENTED HEREBY THAT MAY BE ISSUED UPON EXERCISE BEFORE [<> INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE SECURITIES INTO WHICH CLOSING DATE. THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED NON-TRANSFERABLE SHARE PURCHASE WARRANT WAS ISSUED IN AN OFFSHORE TRANSACTION TO A PERSON PERSONS WHO IS ARE NOT A U.S. PERSON PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). ACCORDINGLY, NONE OF THE SECURITIES REPRESENTED HEREBY NOR THAT MAY BE ISSUED UPON THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, SOLD IN THE UNITED STATES (AS DEFINED HEREIN) OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE ACCORDANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” ARGENTEX MINING CORPORATION (A Delaware Company) NON-TRANSFERABLE WARRANT CERTIFICATE CERTIFICATE NO. Issue Date<> NUMBER OF WARRANTS: November 26<> RIGHT TO PURCHASE <> SHARES THESE NON-TRANSFERABLE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (VANCOUVER TIME) ON THE EXPIRY DATE (AS DEFINED IN THE TERMS AND CONDITIONS ATTACHED TO THIS WARRANT CERTIFICATE. NON-TRANSFERABLE SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF ARGENTEX MINING CORPORATION. THE WARRANTS REPRESENTED BY THIS CERTIFICATE This is to certify that, 2009 Conversion Price for value received, <>, of <> (the “Holder”) has the right to purchase, upon and subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVEDthe terms and conditions attached hereto as Appendix “A” (the “Terms and Conditions”) at any time before 4:30 p.m. (Pacific Time) on the Expiry Date (as defined in the attached Terms and Conditions), MAVERICK MINERALS CORPORATION the number of fully paid and non-assessable common shares (the “Shares”) of Argentex Mining Corporation (the “Company”) promises set out above, by surrendering to pay to the Company, at its offices at 000-0000 Xxxx Xxxxxx Xxxxxxx (Xxxxxx, Vancouver, BC, Canada, V6E 2S1, this Warrant Certificate with a Subscription in the form attached hereto as Appendix HolderB), the principal sum of One Hundred Thousand Dollars (US$100,000) duly completed and executed, and cash, bank draft, certified cheque or money order in lawful currency money of the United States of America, payable to the order of the Company at par in Vancouver, British Columbia, in an amount equal to the purchase price per Share multiplied by the number of Shares being purchased. Subject to adjustment thereof in the events and in the manner set forth in the Terms and Conditions, the purchase price per Share on the exercise of each Non-Transferable Share Purchase Warrant (the Principal AmountWarrant”) on demandevidenced hereby shall be U.S. $0.45 per Share. These Warrants are issued subject to the Terms and Conditions, and the Holder may exercise the right to pay interest purchase Shares only in accordance with the Terms and Conditions. Nothing contained herein or in the Terms and Conditions will confer any right upon the Holder or any other person to subscribe for or purchase any Shares at any time subsequent to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of 8% per annum, payable on the Conversion Expiry Date (as hereafter definedthat term is defined in the Terms and Conditions). Interest shall be calculated on the basis of a 360-day year , and shall accrue daily commencing on the Issue Date until payment in full of the Principal Amountfrom and after such time, together with this Warrant and all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest rights hereunder will be paid to the Holder. The Company may prepay any portion void and of the principal amount of this Debenture without the prior written consent of the Holder. This Debenture is subject to the following additional provisions: Subscription Agreementno value.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Argentex Mining Corp)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture is hereby accepted by Maverick Minerals Corp. Logicom, Inc. DATED at SASKATOON Vancouver, British Columbia, the 26th 2nd day of November, 20092005. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx LOGICOM, INC. Per: Xxxxxx Xxxxxxx, /s/ Xxxx Xxxxx Authorized Signatory EXHIBIT “A” Form (Insert form of Convertible Debenture when final) THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue Date: November 262, 2009 2005 Conversion Price (subject to adjustment herein): US$0.03 US$100,000 8$0.84 U.S. $150,000 5% CONVERTIBLE DEBENTURE FOR VALUE RECEIVED, MAVERICK MINERALS CORPORATION LOGICOM INC. (the “Company”) promises to pay to Xxxxxx Xxxxxxx LA HOUGUE FINANCIAL MANAGEMENT SERVICES LIMITED or its registered assigns (the “Holder”), the principal sum of One Hundred Fifty Thousand Dollars (US$100,000$150,000) in lawful currency of the United States (the “Principal Amount”) on demandJanuary 31, 2006 or such earlier date as the Debenture may be permitted to be repaid as provided hereunder (the “Maturity Date”), and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of 85% per annum, payable on the earlier of (i) the Conversion Date (as hereafter defined)) and (ii) the Maturity Date (except that, if any such date is not a Business Day, then such payment shall be due on the next succeeding Business Day) in cash. Interest shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares Underlying Units (as hereinafter defined)) within the time period required by Section 3.3. Interest hereunder will be paid to the HolderPerson in whose name this Debenture is registered on the records of the Company regarding registration and transfers of Debentures. All overdue accrued and unpaid interest to be paid hereunder shall entail a late fee at the rate of 18% per annum (or such lower maximum amount of interest permitted to be charged under applicable law) (“Late Fee”) which will accrue daily, from the date such interest is due hereunder through and including the date of payment. The Company may prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder. This Debenture is subject to the following additional provisions: Subscription Agreement.:

Appears in 1 contract

Samples: Subscription Agreement (Logicom Inc.)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Shares is hereby accepted by Maverick Minerals Corp. MabCure Inc. DATED at SASKATOON _____________________________________, the 26th _____ day of NovemberApril, 20092008. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx MABCURE INC. Per: Xxxxxx Xxxxxxx, _______________________________________ Authorized Signatory EXHIBIT "A” Form of Convertible Debenture " THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue Date: November 26THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (CENTRAL STANDARD TIME) ON April 15, 2009 Conversion Price (subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVED2009. SHARE PURCHASE WARRANTS TO PURCHASE SHARES IN THE COMMON STOCK OF MABCURE INC. incorporated in the State of Nevada CERTIFICATE NO.:______________ April 11, MAVERICK MINERALS CORPORATION 2008 THIS IS TO CERTIFY THAT _____________________, (the “Company”"Holder") promises to pay to Xxxxxx Xxxxxxx (the “Holder”), the principal sum of One Hundred Thousand Dollars (US$100,000) in lawful currency of the United States (the “Principal Amount”) on demand, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of 8% per annum, payable on the Conversion Date (as hereafter defined). Interest shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder_____________________, has been made. Interest shall cease the right to accrue with respect to any part of the Principal Amount convertedpurchase, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holder. The Company may prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder. This Debenture is upon and subject to the following additional provisions: Subscription Agreementterms and conditions hereinafter referred to, up to ______________ fully paid and non-assessable shares (the "Shares") in the common stock of MABCURE INC. (hereinafter called the "Company") on or before 4:30 p.m. (Pacific Standard time) on April 15, 2009 (the "Expiry Date") at a price per Share (the "Exercise Price") of US$1.25 on the terms and conditions attached hereto as Appendix "A" (the "Terms and Conditions").

Appears in 1 contract

Samples: Subscription Agreement (Mabcure Inc.)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Securities is hereby accepted by Maverick Minerals Urex Energy Corp. DATED at SASKATOON __________________________________________________, the 26th ________ day of November__________________, 20092008. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx UREX ENERGY CORP. Per: Xxxxxx Xxxxxxx, Authorized Signatory EXHIBIT “A” Form of Convertible Debenture A FORM OF NOTE THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 “SECURITIES ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 SECURITIES ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 SECURITIES ACT. Issue Date: November 26, 2009 Conversion Price (subject to adjustment herein): US$0.03 NO. 1 US$100,000 8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVED, MAVERICK MINERALS CORPORATION (the “Company”) promises to pay to Xxxxxx Xxxxxxx (the “Holder”), the principal sum of One Hundred Thousand Dollars (US$100,000) in lawful currency of the United States (the “Principal Amount”) on demand, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of 8% per annum, payable on the Conversion Date (as hereafter defined). Interest shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holder. The Company may prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder. This Debenture is subject to the following additional provisions: Subscription AgreementUREX ENERGY CORP.

Appears in 1 contract

Samples: Subscription Agreement (Urex Energy Corp.)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture is Units are hereby accepted by Maverick Minerals Corp. Global Health Ventures Inc. DATED at SASKATOON Vancouver, British Columbia, the 26th _______ day of November____________________, 2009. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx GLOBAL HEALTH VENTURES INC. Per: Xxxxxx Xxxxxxx, ______________________________________ Authorized Signatory EXHIBIT A FORM OF WARRANT THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE A” Form of Convertible Debenture THE SUBSCRIPTION AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON PERSONS WHO IS ARE NOT A U.S. PERSON PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO TO WHICH THESE SECURITIES ARE CONVERTIBLE THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES IN OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET. Warrant No. ___________ THESE WARRANTS WILL EXPIRE AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACTBECOME NULL AND VOID AT _____________ (______________ TIME) ON ____________________, 2011. Issue Date: November 26SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF GLOBAL HEALTH VENTURES INC. THIS IS TO CERTIFY THAT _____________________, 2009 Conversion Price (the “Holder”) of ________________, has the right to purchase, upon and subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVEDthe terms and conditions hereinafter referred to, MAVERICK MINERALS CORPORATION up to _______________ fully paid and non-assessable common shares (the “Shares”) in the capital of Global Health Ventures Inc. (the “Company”) promises to pay to Xxxxxx Xxxxxxx on or before 5:00 p.m. (__________ time) on ____________________, 2011 (the “HolderExpiry Date), the principal sum ) at a price per Share of One Hundred Thousand Dollars (US$100,000) in lawful currency of the United States 1.00 (the “Principal AmountExercise Price”) on demand, the terms and to pay interest to conditions attached hereto as Appendix A (the Holder on the aggregate unconverted “Terms and then outstanding principal amount of this Debenture at the rate of 8% per annum, payable on the Conversion Date (as hereafter definedConditions”). Interest shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holder. The Company may prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder. This Debenture is subject to the following additional provisions: Subscription Agreement.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Global Health Ventures Inc.)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Securities is hereby accepted by Maverick Minerals Corp. XXXXX MEDIA INC. DATED at SASKATOON Miami, FL, the 26th _____day of November_________, 20092013. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx XXXXX MEDIA INC. Per: Xxxxxx XxxxxxxXxxxxxxxxx Xxxxxxxx, Authorized Signatory EXHIBIT “A” Form of Convertible Debenture THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH President and CEO SCHEDULE A INSTRUMENT THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED WAS ISSUED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO IN REGULATION S PROMULGATED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE ACCORDINGLY, THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE 1933 ACT, ACT OR ANY U.S. STATE SECURITIES LAWS, LAWS AND, UNLESS SO REGISTERED, IT MAY NOT BE OFFERED OR SOLDSOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE PROMISSORY NOTE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE ACCORDANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue PROMISSORY NOTE US$100,000 Date: November 26, 2009 Conversion Price (subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE ________________ FOR VALUE RECEIVED, MAVERICK MINERALS CORPORATION (the “Company”) undersigned promises to pay to Xxxxxx Xxxxxxx (the “Holder”)order of _________________ at its principal office located at __________________, or at such other place as the holder of this Note may from time to time designate, the principal sum of One Hundred Thousand Dollars ONE HUNDRED THOUSAND DOLLARS (US$100,000$100,000.00) in lawful currency money of the United States (the “Principal Amount”) of America, together with interest thereon as herein provided, on demandJune 30, and to pay interest to the Holder on the aggregate unconverted and then outstanding 2014. The principal amount of this Debenture or such portion thereof as shall remain outstanding from time to time shall accrue simple interest, calculated monthly in arrears, at the a rate of 8% per annum, payable on the Conversion Date SEVEN PERCENT (as hereafter defined). Interest shall be calculated on the basis of a 360-day year and shall accrue daily 7%) PER ANNUM commencing on the Issue Date until payment date of this promissory note and payable at maturity. If principal is not paid when due, the undersigned promises to pay all costs of collection, including without limitation, legal fees, and all expenses in full connection with the protection or realization of the Principal Amountcollateral securing this promissory note, together if any, or the enforcement of any guaranty hereof incurred by the holder(s) hereof on account of such collection, whether or not suit is filed hereon or thereon; such costs and expenses shall include, without limitation, all costs, expenses and legal fees incurred by the holder(s) hereof in connection with all accrued and unpaid interest and any insolvency, bankruptcy, arrangement or other amounts similar proceedings involving the undersigned, or involving any endorser or guarantor hereof, which may become due hereunder, has been made. Interest shall cease to accrue with respect to in any part way affects the exercise by the holder(s) hereof of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holderrights and remedies of such holder(s) under this promissory note. The Company undersigned may prepay all or any portion of the principal amount sum without prior notice to, or the consent of, the holder, at any time and from time-to-time during the term of this Debenture without the prior written consent Note. Presentment, protest, notice of the Holderprotest and notice of dishonour are hereby waived. This Debenture is subject to the following additional provisions: Subscription Agreement.XXXXX MEDIA INC. By:

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Quint Media Inc.)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Note is hereby accepted by Maverick Minerals Corp. Mokita Inc. DATED at SASKATOON Forth Worth, Texas, the 26th 15th day of NovemberMarch, 20092012. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx MOKITA INC. Per: Xxxxxx Xxxxxxx, /s/ Xxxxxxx X. Xxxxxxx Authorized Signatory EXHIBIT “A” Form of Convertible Debenture Note THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO A U.S. PERSONS PERSON EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue DateDated: November 26March 15, 2009 Conversion Price (subject to adjustment herein): US$0.03 US$100,000 8% 2012 U.S. $170,000 CONVERTIBLE DEBENTURE NOTE FOR VALUE RECEIVED, MAVERICK MINERALS CORPORATION MOKITA INC. (the “Company”) promises to pay to Exchequer Finance Inc., of #00 Xxxxxx Xxxxx Xxxxxx, Xxxxxxx Xxxxxx Street, Victoria, Seychelles, or its registered assigns (the “Holder”), the principal sum of One Hundred and Seventy Thousand Dollars (US$100,000$170,000) in lawful currency of the United States (the “Principal Amount”) on demandMarch 15, and 2012 or such earlier date as the Note may be permitted to pay interest be repaid as provided hereunder (the “Maturity Date”), with 10% annual interest, to the Holder on the aggregate unconverted and then outstanding principal amount earlier of this Debenture at the rate of 8% per annum, payable on (i) the Conversion Date (as hereafter defined). Interest ) and (ii) the Maturity Date (except that, if any such date is not a Business Day, then such payment shall be calculated due on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment next succeeding Business Day) in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holdercash. The Company may prepay any portion of the principal amount of this Debenture Principal Amount without the prior written consent of the Holder. This Debenture Note is subject to the following additional provisions: Subscription Agreement.:

Appears in 1 contract

Samples: Subscription Agreement (Mokita, Inc.)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Units is hereby accepted by Maverick Minerals Corp. Global Innovative Systems, Inc. DATED at SASKATOON _____________________________________, the 26th ________ day of November__________________, 2009____________. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx GLOBAL INNOVATIVE SYSTEMS, INC. Per: Xxxxxx Xxxxxxx, Authorized Signatory EXHIBIT “A” Form of Convertible Debenture A THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue Date: November 26THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT _____________ (______________ TIME) ON ___________, 2009 Conversion Price 2007. SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF Global Innovative Systems, Inc. incorporated in the State of Nevada THIS IS TO CERTIFY THAT _____________________, (the “Holder”) of ________________, has the right to purchase, upon and subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVEDthe terms and conditions hereinafter referred to, MAVERICK MINERALS CORPORATION up to _______________ fully paid and non-assessable common shares (the “Shares”) in the capital of Global Innovative Systems, Inc. (hereinafter called the “Company”) promises to pay to Xxxxxx Xxxxxxx on or before _______ p.m. (__________ time) on ______________, 2007 (the “HolderExpiry Date), the principal sum of One Hundred Thousand Dollars (US$100,000) in lawful currency of the United States at a price per Share (the “Principal AmountExercise Price”) on demand, and to pay interest to the Holder of US$_________ on the aggregate unconverted terms and then outstanding principal amount of this Debenture at conditions attached hereto as Appendix “A” (the rate of 8% per annum, payable on the Conversion Date (as hereafter defined“Terms and Conditions”). Interest shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holder. The Company may prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder. This Debenture is subject to the following additional provisions: Subscription Agreement.

Appears in 1 contract

Samples: Subscription Agreement (Global Innovative Systems Inc)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Securities is hereby accepted by Maverick Minerals Corp. XXXXX MEDIA INC. DATED at SASKATOON Miami, FL, the 26th 15th day of NovemberJuly, 20092014. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx PerXXXXX MEDIA INC. By: Xxxxxx Xxxxxxx________________________________________________ Xxxxxxxxxx Xxxxxxxx, Authorized Signatory EXHIBIT “A” Form of Convertible Debenture THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH President and CEO SCHEDULE A INSTRUMENT THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED WAS ISSUED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO IN REGULATION S PROMULGATED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE ACCORDINGLY, THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE 1933 ACT, ACT OR ANY U.S. STATE SECURITIES LAWS, LAWS AND, UNLESS SO REGISTERED, IT MAY NOT BE OFFERED OR SOLDSOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE PROMISSORY NOTE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE ACCORDANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue PROMISSORY NOTE US$100,000 Date: November 26, 2009 Conversion Price (subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE _______________________________ FOR VALUE RECEIVED, MAVERICK MINERALS CORPORATION (the “Company”) undersigned promises to pay to Xxxxxx Xxxxxxx (the “Holder”)order of _________________ at its principal office located at __________________, or at such other place as the holder of this Note may from time to time designate, the principal sum of One Hundred Thousand Dollars ONE HUNDRED THOUSAND DOLLARS (US$100,000$100,000.00) in lawful currency money of the United States (the “Principal Amount”) of America, together with interest thereon as herein provided, on demandMarch 31, and to pay interest to the Holder on the aggregate unconverted and then outstanding 2015. The principal amount of this Debenture or such portion thereof as shall remain outstanding from time to time shall accrue simple interest, calculated monthly in arrears, at the a rate of 8% per annum, payable on the Conversion Date SEVEN PERCENT (as hereafter defined). Interest shall be calculated on the basis of a 360-day year and shall accrue daily 7%) PER ANNUM commencing on the Issue Date until payment date of this promissory note and payable at maturity. If principal is not paid when due, the undersigned promises to pay all costs of collection, including without limitation, legal fees, and all expenses in full connection with the protection or realization of the Principal Amountcollateral securing this promissory note, together if any, or the enforcement of any guaranty hereof incurred by the holder(s) hereof on account of such collection, whether or not suit is filed hereon or thereon; such costs and expenses shall include, without limitation, all costs, expenses and legal fees incurred by the holder(s) hereof in connection with all accrued and unpaid interest and any insolvency, bankruptcy, arrangement or other amounts similar proceedings involving the undersigned, or involving any endorser or guarantor hereof, which may become due hereunder, has been made. Interest shall cease to accrue with respect to in any part way affects the exercise by the holder(s) hereof of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holderrights and remedies of such holder(s) under this promissory note. The Company undersigned may prepay all or any portion of the principal amount sum without prior notice to, or the consent of, the holder, at any time and from time-to-time during the term of this Debenture without the prior written consent Note. Presentment, protest, notice of the Holderprotest and notice of dishonour are hereby waived. This Debenture is subject to the following additional provisions: Subscription AgreementXXXXX MEDIA INC.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Quint Media Inc.)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Shares is hereby accepted by Maverick Minerals Corp. Crown Oil and Gas Inc. DATED at SASKATOON _____________________________________ , the 26th _____ day of November__________________ , 20092008. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx CROWN OIL AND GAS INC. Per: Xxxxxx Xxxxxxx, Authorized Signatory EXHIBIT "A” Form of Convertible Debenture " THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue Date: November 26THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (CENTRAL STANDARD TIME) ON __________________, 2009 Conversion Price 2010. SHARE PURCHASE WARRANTS TO PURCHASE SHARES IN THE COMMON STOCK OF CROWN OIL AND GAS INC. (subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVEDincorporated in the State of Nevada) CERTIFICATE NO.:______________ April 10, MAVERICK MINERALS CORPORATION 2008 THIS IS TO CERTIFY THAT _____________________ , (the “Company”"Holder") promises to pay to Xxxxxx Xxxxxxx (the “Holder”), the principal sum of One Hundred Thousand Dollars (US$100,000) in lawful currency of the United States (the “Principal Amount”) on demand, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of 8% per annum, payable on the Conversion Date (as hereafter defined). Interest shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder_____________________ , has been made. Interest shall cease the right to accrue with respect to any part of the Principal Amount convertedpurchase, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holder. The Company may prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder. This Debenture is upon and subject to the following additional provisionsTerms and Conditions hereinafter referred to, up to ______________ fully paid and non-assessable shares (the "Shares") in the common stock of Crown Oil and Gas Inc. (hereinafter called the "Company") on or before 4:30 p.m. (Pacific Standard time) on __________________ , 2010 (the "Expiry Date") at a price per Share (the "Exercise Price") of: Subscription Agreement(i) US$1.50 for the first 12-month period after the Closing (as defined in Appendix "A" attached hereto); and (ii) US$2.00 for the remaining 24-month period after the Closing on the Terms and Conditions attached hereto as Appendix "A" (the "Terms and Conditions").

Appears in 1 contract

Samples: Subscription Agreement (Crown Oil & Gas Inc.)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Securities is hereby accepted by Maverick Minerals Corp. ARKANOVA ENERGY CORPORATION. DATED at SASKATOON March 1, the 26th day of November, 20092007. MAVERICK MINERALS ARKANOVA ENERGY CORPORATION /s/ Xxxxxx Xxxxxxx Per: Xxxxxx Xxxxxxx, :___________________________________________________ Authorized Signatory EXHIBIT “A” Form of Convertible Debenture SCHEDULE A THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue Date: November 26THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 5:00 P.M. (VANCOUVER TIME) ON MARCH 1, 2009 Conversion Price 2010. SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF ARKANOVA ENERGY CORPORATION THIS IS TO CERTIFY THAT _____________________________________, (the “Holder”) of _____________________________________, has the right to purchase, upon and subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVEDthe terms and conditions hereinafter referred to, MAVERICK MINERALS up to_______________________________________ fully paid and non-assessable common shares (the “Shares”) in the capital of ARKANOVA ENERGY CORPORATION (the “Company”) promises to pay to Xxxxxx Xxxxxxx for the term from March 1, 2008 until 5:00 p.m. (Vancouver time) on March 1, 2010 (the “HolderExpiry Date), the principal sum of One Hundred Thousand Dollars (US$100,000) in lawful currency of the United States at a price per Share (the “Principal AmountExercise Price”) on demand, and to pay interest to the Holder of US$1.00 on the aggregate unconverted terms and then outstanding principal amount of this Debenture at conditions attached hereto as Appendix “A” (the rate of 8% per annum, payable on the Conversion Date (as hereafter defined“Terms and Conditions”). Interest shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holder. The Company may prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder. This Debenture is subject to the following additional provisions: Subscription Agreement.

Appears in 1 contract

Samples: Agreement (Arkanova Energy Corp)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Shares is hereby accepted by Maverick Minerals Corp. Crown Oil and Gas Inc.DATED at SASKATOON _____________________________________, the 26th _____day of November__________________, 20092008. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx CROWN OIL AND GAS INC. Per: Xxxxxx Xxxxxxx, Authorized Signatory EXHIBIT "A” Form of Convertible Debenture " THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue Date: November 26THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (CENTRAL STANDARD TIME) ON __________________, 2009 Conversion Price 2010. SHARE PURCHASE WARRANTS TO PURCHASE SHARES IN THE COMMON STOCK OF CROWN OIL AND GAS INC. (subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVEDincorporated in the State of Nevada) CERTIFICATE NO.:______________ February 15, MAVERICK MINERALS CORPORATION 2008 THIS IS TO CERTIFY THAT _____________________, (the “Company”"Holder") promises to pay to Xxxxxx Xxxxxxx (the “Holder”), the principal sum of One Hundred Thousand Dollars (US$100,000) in lawful currency of the United States (the “Principal Amount”) on demand, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of 8% per annum, payable on the Conversion Date (as hereafter defined). Interest shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder_____________________, has been made. Interest shall cease the right to accrue with respect to any part of the Principal Amount convertedpurchase, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holder. The Company may prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder. This Debenture is upon and subject to the following additional provisionsTerms and Conditions hereinafter referred to, up to ______________ fully paid and non-assessable shares (the "Shares") in the common stock of Crown Oil and Gas Inc. (hereinafter called the "Company") on or before 4:30 p.m. (Pacific Standard time) on __________________, 2010 (the "Expiry Date") at a price per Share (the "Exercise Price") of: Subscription Agreement(i) US$1.50 for the first 12-month period after the Closing (as defined in Appendix "A" attached hereto); and (ii) US$2.00 for the remaining 24-month period after the Closing on the Terms and Conditions attached hereto as Appendix "A" (the "Terms and Conditions").

Appears in 1 contract

Samples: Subscription Agreement (Crown Oil & Gas Inc.)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Units is hereby accepted by Maverick Minerals Corp. the Company. DATED at SASKATOON ______________________, the 26th day the________day of November___________________, 20092006. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx RED SKY RESOURCES INC. Per: Xxxxxx Xxxxxxx, Authorized Signatory EXHIBIT APPENDIX A INSTRUCTIONS FOR WIRING FUNDS TO XXXXX XXXXXX LLP HSBC BANK USA, NEW YORK ABA: 021 001 088 SWIFT CODE: XXXXXX00 ACCOUNT NO.: 000050881 For further credit to: HSBC BANK CANADA 000 XXXX XXXXXXX XXXXXX XXXXXXXXX, XXXXXXX XXXXXXXX X0X 0X0 XXXXXX ACCOUNT NAME: XXXXX XXXXXX LLP U.S. TRUST ACCOUNT NO.: 491689-002 TRANSIT NO.: 10020 BANK CODE: 16 SWIFT NO. XXXXXXXX PLEASE ALSO INSTRUCT YOUR BANKER TO QUOTE YOUR NAME AND OUR FILE NAME AND NO. [RED SKY-30859.0001] APPENDIX B A” Form of Convertible Debenture THE THESE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED WERE ISSUED IN AN OFFSHORE TRANSACTION TO A PERSON PERSONS WHO IS ARE NOT A U.S. PERSON PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). ACCORDINGLY, NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO TO WHICH THESE SECURITIES ARE CONVERTIBLE THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, SOLD IN THE UNITED STATES (AS DEFINED HEREIN) OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE ACCORDANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE OWNER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE , 2006 [INSERT DATE WHICH IS 4 MONTHS AND ONE DAY AFTER DATE OF CLOSING]” THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (PACIFIC TIME) ON __________________ , 2008 SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF RED SKY RESOURCES INC. Issue Date: November 26incorporated in the State of Nevada THIS IS TO CERTIFY THAT (the “Holder”) with an address at X.X. Xxx 000, 2009 Conversion Price (Xxxxxxxxxxx Xxxxxx, Providenciales, Turks & Caicos Islands, has the right to purchase, upon and subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVEDthe terms and conditions hereinafter referred to, MAVERICK MINERALS CORPORATION up to fully paid and non-assessable common shares (the “Warrant Shares”) in the capital of Red Sky Resources Inc. (hereinafter called the “Company”) promises to pay to Xxxxxx Xxxxxxx on or before 4:30 p.m. (PACIFIC TIME) on __________________, 2008 (the “HolderExpiry Date), the principal sum of One Hundred Thousand Dollars (US$100,000) in lawful currency of the United States at a price per Share (the “Principal AmountExercise Price”) on demand, and to pay interest to the Holder of USD $1.25 on the aggregate unconverted terms and then outstanding principal amount of this Debenture at conditions attached hereto as “Schedule A” (the rate of 8% per annum, payable on the Conversion Date (as hereafter defined“Terms and Conditions”). Interest shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holder. The Company may prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder. This Debenture is subject to the following additional provisions: Subscription Agreement.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Red Sky Resources Inc.)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Note is hereby accepted by Maverick Minerals Corp. Norstra Energy Inc. DATED at SASKATOON Laredo , Texas, the 26th 27 th day of NovemberFebruary, 20092013. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx NORSTRA ENERGY INC. Per: Xxxxxx Xxxxxxx, Authorized Signatory /s/ Dallas Kerenkezov Dallas Kerenkezov EXHIBIT “A” Form of Convertible Debenture Note THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO A U.S. PERSONS PERSON EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue DateDated: November 26February 27, 2009 Conversion Price (subject to adjustment herein): US$0.03 US$2013 U.S. $100,000 8% CONVERTIBLE DEBENTURE NOTE FOR VALUE RECEIVED, MAVERICK MINERALS CORPORATION NORSTRA ENERGY INC. (the “Company”) promises to pay to Xxxxxx Xxxxxxx JXXXXXX XXXXXXX LLC, or its registered assigns (the “Holder”), the principal sum of One Hundred Thousand Dollars (US$$100,000) in lawful currency of the United States (the “Principal Amount”) on demandFebruary 27, and 2015 or such earlier date as the Note may be permitted to pay interest be repaid as provided hereunder (the “Maturity Date”), with 10% annual interest, to the Holder on the aggregate unconverted and then outstanding principal amount earlier of this Debenture at the rate of 8% per annum, payable on (i) the Conversion Date (as hereafter defined). Interest ) and (ii) the Maturity Date (except that, if any such date is not a Business Day, then such payment shall be calculated due on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment next succeeding Business Day) in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holdercash. The Company may prepay any portion of the principal amount of this Debenture Principal Amount without the prior written consent of the Holder. This Debenture Note is subject to the following additional provisions: Subscription Agreement.:

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Norstra Energy Inc)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Securities is hereby accepted by Maverick Minerals Corp. PEDIATRX, INC. DATED at SASKATOON Califon, NJ, the 26th _____day of November_________, 20092011. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx PEDIATRX, INC. Per: Xxxxxx ____________________________________________________ Xxxxxxx Xxxxxxx, Authorized Signatory EXHIBIT “A” Form of Convertible Debenture THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH President and CEO SCHEDULE A INSTRUMENT THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED WAS ISSUED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO IN REGULATION S PROMULGATED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE ACCORDINGLY, THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE 1933 ACT, ACT OR ANY U.S. STATE SECURITIES LAWS, LAWS AND, UNLESS SO REGISTERED, IT MAY NOT BE OFFERED OR SOLDSOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE PROMISSORY NOTE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE ACCORDANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue PROMISSORY NOTE US$250,000 Date: November 26MAY 6, 2009 Conversion Price (subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE 2011 FOR VALUE RECEIVED, MAVERICK MINERALS CORPORATION (the “Company”) undersigned promises to pay to Xxxxxx Xxxxxxx (the “Holder”)order of __________________________ at its principal office located at _____________________________________________, or at such other place as the holder of this Note may from time to time designate, the principal sum of One Hundred Thousand Dollars TWO HUNDRED FIFTY THOUSAND DOLLARS (US$100,000$250,000.00) in lawful currency money of the United States (the “Principal Amount”) on demandof America, and to pay together with interest to the Holder thereon as herein provided on the aggregate unconverted and then outstanding date that is one year from the date of this promissory note, or MAY 6, 2012. The principal amount of this Debenture or such portion thereof as shall remain outstanding from time to time shall accrue simple interest, calculated monthly in arrears, at the a rate of 8% per annum, payable on the Conversion Date FIVE PERCENT (as hereafter defined). Interest shall be calculated on the basis of a 360-day year and shall accrue daily 5%) PER ANNUM commencing on the Issue Date until payment date of this promissory note and payable at maturity. If principal is not paid when due, the undersigned promises to pay all costs of collection, including without limitation, legal fees, and all expenses in full connection with the protection or realization of the Principal Amountcollateral securing this promissory note, together if any, or the enforcement of any guaranty hereof incurred by the holder(s) hereof on account of such collection, whether or not suit is filed hereon or thereon; such costs and expenses shall include, without limitation, all costs, expenses and legal fees incurred by the holder(s) hereof in connection with all accrued and unpaid interest and any insolvency, bankruptcy, arrangement or other amounts similar proceedings involving the undersigned, or involving any endorser or guarantor hereof, which may become due hereunder, has been made. Interest shall cease to accrue with respect to in any part way affects the exercise by the holder(s) hereof of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holderrights and remedies of such holder(s) under this promissory note. The Company undersigned may prepay all or any portion of the principal sum without prior notice to, or the consent of, the holder, at any time and from time-to-time during the term of this Note provided that (i) the undersigned is not in default hereunder at the time of prepayment, (ii) if the prepayment occurs at any time prior to the first day of the sixth calendar month following the date of this Note (the “Six Month Anniversary”), the undersigned shall pay, in lieu of actual interest accrued, an amount equal to the interest that would have accrued on the amount of this Debenture without the prior written consent principal sum prepaid if the same had been outstanding for six months; and (iii) if the prepayment occurs at any time after the Six Month Anniversary, the undersigned shall pay all interest that has actually accrued on the amount of the Holderprincipal sum that is prepaid. This Debenture is subject to the following additional provisions: Subscription AgreementPresentment, protest, notice of protest and notice of dishonour are hereby waived. PEDIATRX, INC.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (PediatRx Inc.)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Note is hereby accepted by Maverick Minerals Corp. Osprey Ventures, Inc. DATED at SASKATOON Hong Kong, the 26th 23 day of NovemberAugust, 20092010. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx OSPREY VENTURES, INC. Per: Xxxxxx Xxxxxxx, ________________________________________ Authorized Signatory EXHIBIT “A” Form of Convertible Debenture Note THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO A U.S. PERSONS PERSON EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue DateDated: November 26August 23, 2009 Conversion Price (subject to adjustment herein): US$0.03 US$100,000 8% 2010 U.S. $350,000.00 CONVERTIBLE DEBENTURE NOTE FOR VALUE RECEIVED, MAVERICK MINERALS CORPORATION OSPREY VENTURES, INC. (the “Company”) promises to pay to Xxxxxx Xxxxxxx CITIGLORY CONSULTANTS LIMITED or its registered assigns (the “Holder”), the principal sum of One Hundred Thousand THREE HUNDRED FIFTY THOUSAND Dollars (US$100,000$350,000.00) in lawful currency of the United States (the “Principal Amount”) on demandAugust 23, and 2015 or such earlier date as the Note may be permitted to pay interest be repaid as provided hereunder (the “Maturity Date”), with no interest, to the Holder on the aggregate unconverted and then outstanding principal amount earlier of this Debenture at the rate of 8% per annum, payable on (i) the Conversion Date (as hereafter defined). Interest ) and (ii) the Maturity Date (except that, if any such date is not a Business Day, then such payment shall be calculated due on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment next succeeding Business Day) in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holdercash. The Company may prepay any portion of the principal amount of this Debenture Principal Amount without the prior written consent of the Holder. This Debenture Note is subject to the following additional provisions: Subscription Agreement.:

Appears in 1 contract

Samples: Subscription Agreement (Osprey Ventures, Inc.)

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C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Shares is hereby accepted by Maverick Minerals Caduceus Software Systems Corp. DATED at SASKATOON West Midlands, U.K., the 26th ________ day of November__________________, 20092011 CADUCEUS SOFTWARE SYSTEMS CORP. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx Per: Xxxxxx Xxxxxxx, Authorized Signatory EXHIBIT “A” Form of Convertible Debenture A THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue Date: THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 5:30 P.M. (NEW YORK TIME) ON November 264, 2009 Conversion Price (2014). SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF CADUCEUS SOFTWARE SYSTEMS CORP. incorporated in the State of Nevada THIS IS TO CERTIFY THAT _____________, (the “Holder”) of __________________ has the right to purchase, upon and subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVEDthe terms and conditions hereinafter referred to, MAVERICK MINERALS CORPORATION up to 900,000 fully paid and non‑assessable common shares (the “Shares”) in the capital of Caduceus Software Systems Corp. (hereinafter called the “Company”) promises to pay to Xxxxxx Xxxxxxx on or before 5:30 p.m. (Eastern Standard Time) on November 4, 2014 (the “HolderExpiry Date), the principal sum of One Hundred Thousand Dollars (US$100,000) in lawful currency of the United States at a price per Share (the “Principal AmountExercise Price”) on demand, and to pay interest to the Holder of US$0.15 on the aggregate unconverted terms and then outstanding principal amount of this Debenture at conditions attached hereto as Appendix “A” (the rate of 8% per annum, payable on the Conversion Date (as hereafter defined“Terms and Conditions”). Interest shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holder. The Company may prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder. This Debenture is subject to the following additional provisions: Subscription Agreement.

Appears in 1 contract

Samples: Caduceus Software Systems Corp.

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture is Units are hereby accepted by Maverick Minerals Corp. Nexaira Wireless Inc. DATED at SASKATOON Vancouver, British Columbia, the 26th _______ day of November____________________, 20092010. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx NEXAIRA WIRELESS INC. Per: Xxxxxx Xxxxxxx, __________________________ Authorized Signatory EXHIBIT A FORM OF WARRANT THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE A” Form of Convertible Debenture THE SUBSCRIPTION AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON PERSONS WHO IS ARE NOT A U.S. PERSON PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO TO WHICH THESE SECURITIES ARE CONVERTIBLE THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES IN OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET. Warrant No. ___________ THESE WARRANTS WILL EXPIRE AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACTBECOME NULL AND VOID AT _____________ (______________ TIME) ON ____________________, 20____. Issue Date: November 26SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF NEXAIRA WIRELESS INC. THIS IS TO CERTIFY THAT _____________________, 2009 Conversion Price (the “Holder”) of ________________, has the right to purchase, upon and subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVEDthe terms and conditions hereinafter referred to, MAVERICK MINERALS CORPORATION up to _______________ fully paid and non-assessable common shares (the “Shares”) in the capital of Nexaira Wireless Inc. (the “Company”) promises to pay to Xxxxxx Xxxxxxx on or before _______ p.m. (________ time) on ____________________, 20____ (the “HolderExpiry Date), the principal sum ) at a price per Share of One Hundred Thousand Dollars (US$100,000) in lawful currency of the United States 1.00 (the “Principal AmountExercise Price”) on demand, the terms and to pay interest to conditions attached hereto as Appendix A (the Holder on the aggregate unconverted “Terms and then outstanding principal amount of this Debenture at the rate of 8% per annum, payable on the Conversion Date (as hereafter definedConditions”). Interest shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holder. The Company may prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder. This Debenture is subject to the following additional provisions: Subscription Agreement.

Appears in 1 contract

Samples: Form of Subscription Agreement (Nexaira Wireless Inc.)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Shares is hereby accepted by Maverick Minerals Corp. Pan American Gold Corporation. DATED at SASKATOON _____________________________________, the 26th ________day of November__________________, 20092006. MAVERICK MINERALS PAN AMERICAN GOLD CORPORATION /s/ Xxxxxx Xxxxxxx Per: Xxxxxx Xxxxxxx, Authorized Signatory EXHIBIT “A” Form of Convertible Debenture A THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE ___________________________. [Instruction for Date: November 26Insert the date that is 4 months and a day after the Closing Date] THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (VANCOUVER TIME) ON __________________, 2009 Conversion Price 2007. SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF PAN AMERICAN GOLD CORPORATION incorporated in the Province of Ontario THIS IS TO CERTIFY THAT ___________________________________, (the “Holder”) of _________________________________________________, has the right to purchase, upon and subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVEDthe terms and conditions hereinafter referred to, MAVERICK MINERALS CORPORATION up to ________________________________ fully paid and non-assessable common shares (the “Shares”) in the capital of Pan American Gold Corporation (hereinafter called the “Company”) promises to pay to Xxxxxx Xxxxxxx on or before 4:30 p.m. (Vancouver time) on __________________, ________ (the “HolderExpiry Date), the principal sum of One Hundred Thousand Dollars (US$100,000) in lawful currency of the United States at a price per Share (the “Principal AmountExercise Price”) on demand, and to pay interest to the Holder of US$0.90 on the aggregate unconverted terms and then outstanding principal amount of this Debenture at conditions attached hereto as Appendix “A” (the rate of 8% per annum, payable on the Conversion Date (as hereafter defined“Terms and Conditions”). Interest shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holder. The Company may prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder. This Debenture is subject to the following additional provisions: Subscription Agreement.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Pan American Gold Corp)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Securities is hereby accepted by Maverick Minerals Corp. XXXXX MEDIA INC. DATED at SASKATOON Miami, FL, the 26th 31st day of NovemberMarch, 20092014. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx XXXXX MEDIA INC. Per: Xxxxxx XxxxxxxXxxxxxxxxx Xxxxxxxx, Authorized Signatory EXHIBIT “A” Form of Convertible Debenture THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH President and CEO SCHEDULE A INSTRUMENT THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED WAS ISSUED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO IN REGULATION S PROMULGATED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE ACCORDINGLY, THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE 1933 ACT, ACT OR ANY U.S. STATE SECURITIES LAWS, LAWS AND, UNLESS SO REGISTERED, IT MAY NOT BE OFFERED OR SOLDSOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE PROMISSORY NOTE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE ACCORDANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue PROMISSORY NOTE US$75,000 Date: November 26, 2009 Conversion Price (subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVED, MAVERICK MINERALS CORPORATION (the “Company”) undersigned promises to pay to Xxxxxx Xxxxxxx (the “Holder”)order of _________________ at its principal office located at __________________, or at such other place as the holder of this Note may from time to time designate, the principal sum of One Hundred Thousand Dollars SEVENTY-FIVE THOUSAND DOLLARS (US$100,000$75,000.00) in lawful currency money of the United States (the “Principal Amount”) of America, together with interest thereon as herein provided, on demandMarch 31, and to pay interest to the Holder on the aggregate unconverted and then outstanding 2015. The principal amount of this Debenture or such portion thereof as shall remain outstanding from time to time shall accrue simple interest, calculated monthly in arrears, at the a rate of 8% per annum, payable on the Conversion Date SEVEN PERCENT (as hereafter defined). Interest shall be calculated on the basis of a 360-day year and shall accrue daily 7%) PER ANNUM commencing on the Issue Date until payment date of this promissory note and payable at maturity. If principal is not paid when due, the undersigned promises to pay all costs of collection, including without limitation, legal fees, and all expenses in full connection with the protection or realization of the Principal Amountcollateral securing this promissory note, together if any, or the enforcement of any guaranty hereof incurred by the holder(s) hereof on account of such collection, whether or not suit is filed hereon or thereon; such costs and expenses shall include, without limitation, all costs, expenses and legal fees incurred by the holder(s) hereof in connection with all accrued and unpaid interest and any insolvency, bankruptcy, arrangement or other amounts similar proceedings involving the undersigned, or involving any endorser or guarantor hereof, which may become due hereunder, has been made. Interest shall cease to accrue with respect to in any part way affects the exercise by the holder(s) hereof of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holderrights and remedies of such holder(s) under this promissory note. The Company undersigned may prepay all or any portion of the principal amount sum without prior notice to, or the consent of, the holder, at any time and from time-to-time during the term of this Debenture without the prior written consent Note. Presentment, protest, notice of the Holderprotest and notice of dishonour are hereby waived. This Debenture is subject to the following additional provisions: Subscription Agreement.XXXXX MEDIA INC. By:

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Quint Media Inc.)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Note is hereby accepted by Maverick Minerals Corp. Mokita Inc. DATED at SASKATOON Miami, Florida, the 26th 18th day of NovemberSeptember, 20092013. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx MOKITA INC. Per: /s/ Xxxx Xxxxx-Xxxxxx Xxxxxxx, Authorized Signatory EXHIBIT “A” Form of Convertible Debenture Note THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO A U.S. PERSONS PERSON EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue DateDated: November 26September 18, 2009 Conversion Price (subject to adjustment herein): US$0.03 US$100,000 8% 2013 U.S. $35,015 CONVERTIBLE DEBENTURE NOTE FOR VALUE RECEIVED, MAVERICK MINERALS CORPORATION MOKITA INC. (the “Company”) promises to pay to Exchequer Finance Inc., of #00 Xxxxxx Xxxxx Xxxxxx, Xxxxxxx Xxxxxx Street, Victoria, Seychelles, or its registered assigns (the “Holder”), the principal sum of One Hundred Thirty Five Thousand and Fifteen Dollars (US$100,000$35,015) in lawful currency of the United States (the “Principal Amount”) on demandSeptember 18, and 2015 or such earlier date as the Note may be permitted to pay interest be repaid as provided hereunder (the “Maturity Date”), with 10% annual interest, to the Holder on the aggregate unconverted and then outstanding principal amount earlier of this Debenture at the rate of 8% per annum, payable on (i) the Conversion Date (as hereafter defined). Interest ) and (ii) the Maturity Date (except that, if any such date is not a Business Day, then such payment shall be calculated due on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment next succeeding Business Day) in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holdercash. The Company may prepay any portion of the principal amount of this Debenture Principal Amount without the prior written consent of the Holder. This Debenture Note is subject to the following additional provisions: Subscription Agreement.:

Appears in 1 contract

Samples: Subscription Agreement (Mokita, Inc.)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture is Units are hereby accepted by Maverick Minerals Corp. Nexaira Wireless Inc. DATED at SASKATOON Vancouver, British Columbia, the 26th _______ day of November____________________, 20092010. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx NEXAIRA WIRELESS INC. Per: Xxxxxx Xxxxxxx, ______________________________________ Authorized Signatory EXHIBIT A FORM OF WARRANT THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE A” Form of Convertible Debenture THE SUBSCRIPTION AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON PERSONS WHO IS ARE NOT A U.S. PERSON PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO TO WHICH THESE SECURITIES ARE CONVERTIBLE THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES IN OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET. Warrant No. ___________ THESE WARRANTS WILL EXPIRE AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACTBECOME NULL AND VOID AT _____________ (______________ TIME) ON ____________________, 20____. Issue Date: November 26SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF NEXAIRA WIRELESS INC. THIS IS TO CERTIFY THAT _____________________, 2009 Conversion Price (the “Holder”) of ________________, has the right to purchase, upon and subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVEDthe terms and conditions hereinafter referred to, MAVERICK MINERALS CORPORATION up to _______________ fully paid and non‑assessable common shares (the “Shares”) in the capital of Nexaira Wireless Inc. (the “Company”) promises to pay to Xxxxxx Xxxxxxx on or before _______ p.m. (________ time) on ____________________, 20____ (the “HolderExpiry Date), the principal sum ) at a price per Share of One Hundred Thousand Dollars (US$100,000) in lawful currency of the United States 1.00 (the “Principal AmountExercise Price”) on demand, the terms and to pay interest to conditions attached hereto as Appendix A (the Holder on the aggregate unconverted “Terms and then outstanding principal amount of this Debenture at the rate of 8% per annum, payable on the Conversion Date (as hereafter definedConditions”). Interest shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holder. The Company may prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder. This Debenture is subject to the following additional provisions: Subscription Agreement.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Nexaira Wireless Inc.)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Shares is hereby accepted by Maverick Minerals Corp. MabCure Inc. DATED at SASKATOON _____________________________________, the 26th _____day of NovemberMarch, 20092010. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx MABCURE INC. Per: Xxxxxx Xxxxxxx, __________________________________________ Authorized Signatory EXHIBIT "A” Form of Convertible Debenture " THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue Date: November 26THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (EASTERN STANDARD TIME) ON MARCH 5, 2009 Conversion Price (subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVED2012. SHARE PURCHASE WARRANTS TO PURCHASE SHARES IN THE COMMON STOCK OF MABCURE INC. incorporated in the State of Nevada CERTIFICATE NO.:______________ March 5, MAVERICK MINERALS CORPORATION 2010 THIS IS TO CERTIFY THAT _____________________, (the “Company”"Holder") promises to pay to Xxxxxx Xxxxxxx (the “Holder”), the principal sum of One Hundred Thousand Dollars (US$100,000) in lawful currency of the United States (the “Principal Amount”) on demand, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of 8% per annum, payable on the Conversion Date (as hereafter defined). Interest shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder_____________________, has been made. Interest shall cease the right to accrue with respect to any part of the Principal Amount convertedpurchase, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holder. The Company may prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder. This Debenture is upon and subject to the following additional provisions: Subscription Agreementterms and conditions hereinafter referred to, up to 1,000,000 fully paid and non-assessable shares (the "Shares") in the common stock of MABCURE INC. (hereinafter called the "Company") on or before 4:30 p.m. (Eastern Standard time) on March 5, 2012 (the "Expiry Date") at a price per Share (the "Exercise Price") of US$0.60 on the terms and conditions attached hereto as Appendix "A" (the "Terms and Conditions").

Appears in 1 contract

Samples: Subscription Agreement (Mabcure Inc.)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture is Shares are hereby accepted by Maverick Minerals Corp. Global Health Ventures Inc. DATED at SASKATOON Vancouver, British Columbia, the 26th _______ day of November____________________ , 20092008. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx GLOBAL HEALTH VENTURES INC. Per: Xxxxxx Xxxxxxx, Authorized Signatory EXHIBIT A FORM OF WARRANT THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE A” Form of Convertible Debenture THE SUBSCRIPTION AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON PERSONS WHO IS ARE NOT A U.S. PERSON PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO TO WHICH THESE SECURITIES ARE CONVERTIBLE THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES IN OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET. Warrant No. ___________ THESE WARRANTS WILL EXPIRE AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACTBECOME NULL AND VOID AT _____________(______________TIME) ON ____________________, 2010. Issue Date: November 26SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF GLOBAL HEALTH VENTURES INC. THIS IS TO CERTIFY THAT _____________________, 2009 Conversion Price (the “Holder”) of ________________, has the right to purchase, upon and subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVEDthe terms and conditions hereinafter referred to, MAVERICK MINERALS CORPORATION up to _______________ fully paid and non-assessable common shares (the “Shares”) in the capital of Global Health Ventures Inc. (the “Company”) promises to pay to Xxxxxx Xxxxxxx on or before _______ p.m. (__________ time) on ____________________ , 2010 (the “HolderExpiry Date), the principal sum ) at a price per Share of One Hundred Thousand Dollars (US$100,000) in lawful currency of the United States 0.40 (the “Principal AmountExercise Price”) on demand, the terms and to pay interest to conditions attached hereto as Appendix A (the Holder on the aggregate unconverted “Terms and then outstanding principal amount of this Debenture at the rate of 8% per annum, payable on the Conversion Date (as hereafter definedConditions”). Interest shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holder. The Company may prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder. This Debenture is subject to the following additional provisions: Subscription Agreement.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Global Health Ventures Inc.)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture is hereby accepted by Maverick Minerals Corp. the Company. DATED at SASKATOON ______________________, the 26th day the________day of November___________________, 20092008. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx ARGENTEX MINING CORP. Per: Xxxxxx Xxxxxxx, _________________________________ Authorized Signatory EXHIBIT “A” Schedule A Form of Convertible Debenture THE “THESE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED WERE ISSUED IN AN OFFSHORE TRANSACTION TO A PERSON PERSONS WHO IS ARE NOT A U.S. PERSON PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). ACCORDINGLY, NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO TO WHICH THESE SECURITIES ARE CONVERTIBLE THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, SOLD IN THE UNITED STATES (AS DEFINED HEREIN) OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE ACCORDANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue Date: November 26.” “UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, 2009 Conversion Price (subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE THE HOLDER OF THIS DEBENTURE FOR VALUE RECEIVED, MAVERICK MINERALS CORPORATION (the “Company”) promises to pay to Xxxxxx Xxxxxxx (the “Holder”), the principal sum of One Hundred Thousand Dollars (US$100,000) in lawful currency of the United States (the “Principal Amount”) on demand, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of 8% per annum, payable on the Conversion Date (as hereafter defined). Interest shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holder. The Company may prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder. This Debenture is subject to the following additional provisions: Subscription AgreementMUST NOT TRADE THE DEBENTURE IN CANADA BEFORE ______________[INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE CLOSING DATE].

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Argentex Mining Corp)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Note is hereby accepted by Maverick Minerals Corp. Norstra Energy Inc. DATED at SASKATOON Southlake, Texas, the 26th 6h day of NovemberDecember, 20092013. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx NORSTRA ENERGY INC. Per: Xxxxxx Xxxxxxx, Authorized Signatory /s/ Glen Landry ---------------------------------- Glen Landry EXHIBIT "A” Form of Convertible Debenture " FORM OF CONVERTIBLE NOTE THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO A U.S. PERSONS PERSON EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue DateDATED: November 26DECEMBER 6, 2009 Conversion Price (subject to adjustment herein): US$0.03 US$100,000 8% 2013 U.S. $150,000 CONVERTIBLE DEBENTURE NOTE FOR VALUE RECEIVED, MAVERICK MINERALS CORPORATION NORSTRA ENERGY INC. (the “Company”"COMPANY") promises to pay to Xxxxxx Xxxxxxx JACKSON BENNETT LLC, or its registered assignS (the “Holder”"HOLDER"), the principal sum of pxxxxxxxx xxx xx One Hundred Fifty Thousand Dollars (US$100,000$150,000) in lawful currency of the United States (the “Principal Amount”"PRINCIPAL AMOUNT") on demandDecember 6, and 2015 or such earlier date as the Note may be permitted to pay interest be repaid as provided hereunder (the "MATURITY DATE"), with 10% annual interest, to the Holder on the aggregate unconverted and then outstanding principal amount earlier of this Debenture at the rate of 8% per annum, payable on (i) the Conversion Date (as hereafter defined). Interest ) and (ii) the Maturity Date (except that, if any such date is not a Business Day, then such payment shall be calculated due on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment next succeeding Business Day) in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been madecash. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holder. The Company may prepay any portion of the principal amount of this Debenture without the prior written consent of the HolderTHE COMPANY MAY PREPAY ANY PORTION OF THE PRINCIPAL AMOUNT WITHOUT THE PRIOR WRITTEN CONSENT OF THE HOLDER. This Debenture Note is subject to the following additional provisions: Subscription Agreement.:

Appears in 1 contract

Samples: Norstra Energy Inc

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Securities is hereby accepted by Maverick Minerals Corp. XXXXX MEDIA INC. DATED at SASKATOON Miami, FL, the 26th 15th day of NovemberJuly, 20092014. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx XXXXX MEDIA INC. Per: Xxxxxx XxxxxxxXxxxxxxxxx Xxxxxxxx, Authorized Signatory EXHIBIT “A” Form of Convertible Debenture THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH President and CEO SCHEDULE A INSTRUMENT THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED WAS ISSUED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO IN REGULATION S PROMULGATED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE ACCORDINGLY, THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE 1933 ACT, ACT OR ANY U.S. STATE SECURITIES LAWS, LAWS AND, UNLESS SO REGISTERED, IT MAY NOT BE OFFERED OR SOLDSOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE PROMISSORY NOTE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE ACCORDANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue PROMISSORY NOTE US$100,000 Date: November 26, 2009 Conversion Price (subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE _______________________ FOR VALUE RECEIVED, MAVERICK MINERALS CORPORATION (the “Company”) undersigned promises to pay to Xxxxxx Xxxxxxx (the “Holder”)order of _________________ at its principal office located at __________________, or at such other place as the holder of this Note may from time to time designate, the principal sum of One Hundred Thousand Dollars ONE HUNDRED THOUSAND DOLLARS (US$100,000$100,000.00) in lawful currency money of the United States (the “Principal Amount”) of America, together with interest thereon as herein provided, on demandMarch 31, and to pay interest to the Holder on the aggregate unconverted and then outstanding 2015. The principal amount of this Debenture or such portion thereof as shall remain outstanding from time to time shall accrue simple interest, calculated monthly in arrears, at the a rate of 8% per annum, payable on the Conversion Date SEVEN PERCENT (as hereafter defined). Interest shall be calculated on the basis of a 360-day year and shall accrue daily 7%) PER ANNUM commencing on the Issue Date until payment date of this promissory note and payable at maturity. If principal is not paid when due, the undersigned promises to pay all costs of collection, including without limitation, legal fees, and all expenses in full connection with the protection or realization of the Principal Amountcollateral securing this promissory note, together if any, or the enforcement of any guaranty hereof incurred by the holder(s) hereof on account of such collection, whether or not suit is filed hereon or thereon; such costs and expenses shall include, without limitation, all costs, expenses and legal fees incurred by the holder(s) hereof in connection with all accrued and unpaid interest and any insolvency, bankruptcy, arrangement or other amounts similar proceedings involving the undersigned, or involving any endorser or guarantor hereof, which may become due hereunder, has been made. Interest shall cease to accrue with respect to in any part way affects the exercise by the holder(s) hereof of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holderrights and remedies of such holder(s) under this promissory note. The Company undersigned may prepay all or any portion of the principal amount sum without prior notice to, or the consent of, the holder, at any time and from time-to-time during the term of this Debenture without the prior written consent Note. Presentment, protest, notice of the Holderprotest and notice of dishonour are hereby waived. This Debenture is subject to the following additional provisions: Subscription Agreement.XXXXX MEDIA INC. By:

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Quint Media Inc.)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Securities is hereby accepted by Maverick Minerals Corp. XXXXX MEDIA INC. DATED at SASKATOON Miami, FL, the 26th 13th day of NovemberFebruary, 20092014. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx XXXXX MEDIA INC. Per: Xxxxxx Xxxxxxx_____________________________________________ Xxxxxxxxxx Xxxxxxxx, Authorized Signatory EXHIBIT “A” Form of Convertible Debenture THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH President and CEO SCHEDULE A INSTRUMENT THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED WAS ISSUED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO IN REGULATION S PROMULGATED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE ACCORDINGLY, THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE 1933 ACT, ACT OR ANY U.S. STATE SECURITIES LAWS, LAWS AND, UNLESS SO REGISTERED, IT MAY NOT BE OFFERED OR SOLDSOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE PROMISSORY NOTE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE ACCORDANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue PROMISSORY NOTE US$50,000 Date: November 26, 2009 Conversion Price (subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE ________________________ FOR VALUE RECEIVED, MAVERICK MINERALS CORPORATION (the “Company”) undersigned promises to pay to Xxxxxx Xxxxxxx (the “Holder”)order of _________________ at its principal office located at __________________, or at such other place as the holder of this Note may from time to time designate, the principal sum of One Hundred Thousand Dollars FIFTY THOUSAND DOLLARS (US$100,000$50,000.00) in lawful currency money of the United States (the “Principal Amount”) of America, together with interest thereon as herein provided, on demandFebruary 28, and to pay interest to the Holder on the aggregate unconverted and then outstanding 2015. The principal amount of this Debenture or such portion thereof as shall remain outstanding from time to time shall accrue simple interest, calculated monthly in arrears, at the a rate of 8% per annum, payable on the Conversion Date SEVEN PERCENT (as hereafter defined). Interest shall be calculated on the basis of a 360-day year and shall accrue daily 7%) PER ANNUM commencing on the Issue Date until payment date of this promissory note and payable at maturity. If principal is not paid when due, the undersigned promises to pay all costs of collection, including without limitation, legal fees, and all expenses in full connection with the protection or realization of the Principal Amountcollateral securing this promissory note, together if any, or the enforcement of any guaranty hereof incurred by the holder(s) hereof on account of such collection, whether or not suit is filed hereon or thereon; such costs and expenses shall include, without limitation, all costs, expenses and legal fees incurred by the holder(s) hereof in connection with all accrued and unpaid interest and any insolvency, bankruptcy, arrangement or other amounts similar proceedings involving the undersigned, or involving any endorser or guarantor hereof, which may become due hereunder, has been made. Interest shall cease to accrue with respect to in any part way affects the exercise by the holder(s) hereof of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holderrights and remedies of such holder(s) under this promissory note. The Company undersigned may prepay all or any portion of the principal amount sum without prior notice to, or the consent of, the holder, at any time and from time-to-time during the term of this Debenture without the prior written consent Note. Presentment, protest, notice of the Holderprotest and notice of dishonour are hereby waived. This Debenture is subject to the following additional provisions: Subscription AgreementXXXXX MEDIA INC.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Quint Media Inc.)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Note is hereby accepted by Maverick Minerals Corp. Vapor Hub International Inc. DATED at SASKATOON _________________________, the 26th _____ day of November_________, 20092014. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx VAPOR HUB INTERNATIONAL INC. Per: Xxxxxx Xxxxxxx, /s/ Authorized Signatory EXHIBIT “A” Form of Convertible Debenture Note THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO A U.S. PERSONS PERSON EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue DateDated: November 26______________, 2009 Conversion Price (subject to adjustment herein): US$0.03 US$100,000 8% 2014 U.S. $_________ CONVERTIBLE DEBENTURE NOTE FOR VALUE RECEIVED, MAVERICK MINERALS CORPORATION VAPOR HUB INTERNATIONAL INC. (the “Company”) promises to pay to Xxxxxx Xxxxxxx _______________________________________________or its registered assigns (the “Holder”), the principal sum of One Hundred Thousand Dollars (US$100,000) $ ______________________ in lawful currency of the United States (the “Principal Amount”) on demand________________, and 2017 or such earlier date as the Note may be permitted to pay interest be repaid as provided hereunder (the “Maturity Date”), with 8% annual interest, to the Holder on the aggregate unconverted and then outstanding principal amount earlier of this Debenture at the rate of 8% per annum, payable on (i) the Conversion Date (as hereafter defined). Interest ) and (ii) the Maturity Date (except that, if any such date is not a Business Day, then such payment shall be calculated due on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment next succeeding Business Day) in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holdercash. The Company may prepay any portion of the principal amount of this Debenture Principal Amount without the prior written consent of the Holder. This Debenture Note is subject to the following additional provisions: Subscription Agreement.:

Appears in 1 contract

Samples: Subscription Agreement (Vapor Hub International Inc.)

C E P T A N C E. The above-mentioned This Subscription Agreement in respect of the Debenture Shares is hereby accepted by Maverick Minerals Coastal Pacific Mining Corp. DATED at SASKATOON ______________________________, the 26th _____ day of November__________________, 20092007. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx Coastal Pacific Mining Corp. Per: Xxxxxx Xxxxxxx, ________________________________ Authorized Signatory EXHIBIT “A” Form of Convertible Debenture THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON PERSONS WHO IS ARE NOT A U.S. PERSON PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO TO WHICH THESE SECURITIES ARE CONVERTIBLE THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue DateSubscribers Only) TO: November 26, 2009 Conversion Price (subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVED, MAVERICK MINERALS CORPORATION Coastal Pacific Mining Corp. (the "Company") promises to pay to 000 Xxxxx Xxxxxx Xxxxxxx (the “Holder”)N.E., the principal sum Calgary, Alberta, T2E 0M3 Purchase of One Hundred Thousand Dollars (US$100,000) in lawful currency of the United States (the “Principal Amount”) on demand, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of 8% per annum, payable on the Conversion Date (as hereafter defined). Interest shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holder. The Company may prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder. This Debenture is subject to the following additional provisions: Subscription Agreement.Shares

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Coastal Pacific Mining Corp)

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture is Units are hereby accepted by Maverick Minerals Corp. Nexaira Wireless Inc. DATED at SASKATOON Vancouver, British Columbia, the 26th _______ day of November____________________, 20092010. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx NEXAIRA WIRELESS INC. Per: Xxxxxx Xxxxxxx, ______________________________________ Authorized Signatory EXHIBIT EXHIIBT A FORM OF WARRANT THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE A” Form of Convertible Debenture THE SUBSCRIPTION AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON PERSONS WHO IS ARE NOT A U.S. PERSON PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO TO WHICH THESE SECURITIES ARE CONVERTIBLE THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES IN OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET. Warrant No. ___________ THESE WARRANTS WILL EXPIRE AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACTBECOME NULL AND VOID AT _____________ (______________ TIME) ON ____________________, 20____. Issue Date: November 26SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF NEXAIRA WIRELESS INC. THIS IS TO CERTIFY THAT _____________________, 2009 Conversion Price (the “Holder”) of ________________, has the right to purchase, upon and subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVEDthe terms and conditions hereinafter referred to, MAVERICK MINERALS CORPORATION up to _______________ fully paid and non‑assessable common shares (the “Shares”) in the capital of Nexaira Wireless Inc. (the “Company”) promises to pay to Xxxxxx Xxxxxxx on or before _______ p.m. (________ time) on ____________________, 20____ (the “HolderExpiry Date), the principal sum ) at a price per Share of One Hundred Thousand Dollars (US$100,000) in lawful currency of the United States 1.50 (the “Principal AmountExercise Price”) on demand, the terms and to pay interest to conditions attached hereto as Appendix A (the Holder on the aggregate unconverted “Terms and then outstanding principal amount of this Debenture at the rate of 8% per annum, payable on the Conversion Date (as hereafter definedConditions”). Interest shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in fact delivers the Conversion Shares (as hereinafter defined). Interest hereunder will be paid to the Holder. The Company may prepay any portion of the principal amount of this Debenture without the prior written consent of the Holder. This Debenture is subject to the following additional provisions: Subscription Agreement.

Appears in 1 contract

Samples: Form of Subscription Agreement (Nexaira Wireless Inc.)

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