C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture is hereby accepted by Logicom, Inc. DATED at Vancouver, British Columbia, the 2nd day of November, 2005. Per: /s/ Xxxx Xxxxx Authorized Signatory Conversion Price (subject to adjustment herein): $0.84 FOR VALUE RECEIVED, LOGICOM INC. (the “Company”) promises to pay to LA HOUGUE FINANCIAL MANAGEMENT SERVICES LIMITED or its registered assigns (the “Holder”), the principal sum of One Hundred Fifty Thousand Dollars ($150,000) in lawful currency of the United States (the “Principal Amount”) on January 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 5% 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 Underlying Units (as hereinafter defined) within the time period required by Section 3.3. Interest hereunder will be paid to the Person 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:
Appears in 1 contract
C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Units is hereby accepted by Logicom, Inc. DIGITAL VALLEYS CORP. DATED at Vancouver, British Columbia________________________________________, the 2nd _______ day of November__________________, 20052011. Per: /s/ Xxxx Xxxxx Authorized Signatory Conversion Price CERTIFICATE NUMBER: 2011 SERIES A – ● Warrants representing the Right to Purchase «Number» Common Shares THIS IS TO CERTIFY THAT, for value received «Name», «Address» (subject hereinafter called the “holder”) is entitled to adjustment herein): $0.84 FOR VALUE RECEIVED, LOGICOM INCsubscribe 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 LA HOUGUE FINANCIAL MANAGEMENT SERVICES LIMITED or its registered assigns 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 Fifty Thousand Dollars ($150,000) 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 January 31may be exercised by the holder, 2006 subject to the terms and conditions hereof, in whole or in part (but not as to a fractional Common Share), by surrender of this 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 earlier date other address as the Debenture Company may be permitted designate in writing), accompanied by a certified cheque, bank draft or money order payable in lawful money of the United States to be repaid 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 hereunder (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 “Maturity Date”)Company at the offices of the Company. In the event of any exercise of the rights represented by this Warrant Certificate, and to pay interest certificates representing the Common Shares so subscribed for shall be delivered to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture holder at the rate 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 5% per annum, payable on the earlier of (i) the Conversion Date (as hereafter defined) and (ii) the Maturity Date (except thatCommon Shares, if any such date is not a Business Dayany, 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 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 convertedWarrants and the holder will not be entitled to a cash payment in lieu of any such fractional interest. The Warrants represented by this Warrant Certificate may only be exercised by or for the account or benefit of a holder who, provided that the Company in fact delivers the Underlying Units (as hereinafter defined) within at the time period required by Section 3.3. Interest hereunder will be paid to the Person 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 dailyexercise, 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 provisionseither:
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 Note is hereby accepted by Logicom, Norstra Energy Inc. DATED at VancouverSouthlake, British ColumbiaTexas, the 2nd 6h day of NovemberDecember, 20052013. NORSTRA ENERGY INC. Per: /s/ Xxxx Xxxxx Authorized Signatory Conversion Price Glen Landry ---------------------------------- Glen Landry EXHIBIT "A" 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 (subject to adjustment herein): 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 OR TO A U.S. 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. DATED: DECEMBER 6, 2013 U.S. $0.84 150,000 CONVERTIBLE NOTE FOR VALUE RECEIVED, LOGICOM NORSTRA ENERGY INC. (the “Company”"COMPANY") promises to pay to LA HOUGUE FINANCIAL MANAGEMENT SERVICES LIMITED JACKSON BENNETT LLC, or its registered assigns assignS (the “Holder”"HOLDER"), the principal sum of pxxxxxxxx xxx xx One Hundred Fifty Thousand Dollars ($150,000) in lawful currency of the United States (the “Principal Amount”"PRINCIPAL AMOUNT") on January 31December 6, 2006 2015 or such earlier date as the Debenture Note may be permitted to be repaid as provided hereunder (the “Maturity Date”"MATURITY DATE"), and to pay interest with 10% annual interest, to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of 5% 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 Underlying Units (as hereinafter defined) within the time period required by Section 3.3. Interest hereunder will be paid to the Person 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 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:
Appears in 1 contract
C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture is hereby accepted by Logicom, Inc. Maverick Minerals Corp. DATED at Vancouver, British ColumbiaSASKATOON , the 2nd 26th day of November, 20052009. Per: /s/ Xxxx Xxxxx Xxxxxx Xxxxxxx, Authorized Signatory Conversion Price (subject to adjustment herein): $0.84 US$0.03 FOR VALUE RECEIVED, LOGICOM INC. MAVERICK MINERALS CORPORATION (the “Company”) promises to pay to LA HOUGUE FINANCIAL MANAGEMENT SERVICES LIMITED or its registered assigns Xxxxxx Xxxxxxx (the “Holder”), the principal sum of One Hundred Fifty Thousand Dollars ($150,000US$100,000) in lawful currency of the United States (the “Principal Amount”) on January 31, 2006 or such earlier date as the Debenture may be permitted to be repaid as provided hereunder (the “Maturity Date”)demand, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of 58% 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 Underlying Units Conversion Shares (as hereinafter defined) within the time period required by Section 3.3). Interest hereunder will be paid to the Person 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 paymentHolder. 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.
(a) This Debenture has been issued pursuant to a subscription agreement between the Company and the Holder dated as of November 26, 2009 (the “Subscription Agreement”) pursuant to which the Holder purchased this Debenture, and this Debenture is subject in all respects to the terms of the Subscription Agreement and incorporates the terms of the Subscription Agreement to the extent that they do not conflict with the terms of this Debenture. This Debenture may not be transferred or exchanged.
Appears in 1 contract
C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Note is hereby accepted by Logicom, Norstra Energy Inc. DATED at VancouverLaredo , British ColumbiaTexas, the 2nd 27 th day of NovemberFebruary, 20052013. NORSTRA ENERGY INC. Per: /s/ Xxxx Xxxxx Authorized Signatory Conversion Price Dallas Kerenkezov Dallas Kerenkezov EXHIBIT “A” 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 (subject to adjustment herein): 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 OR TO A U.S. 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 Dated: February 27, 2013 U.S. $0.84 100,000 CONVERTIBLE NOTE FOR VALUE RECEIVED, LOGICOM NORSTRA ENERGY INC. (the “Company”) promises to pay to LA HOUGUE FINANCIAL MANAGEMENT SERVICES LIMITED JXXXXXX XXXXXXX LLC, or its registered assigns (the “Holder”), the principal sum of One Hundred Fifty Thousand Dollars ($150,000100,000) in lawful currency of the United States (the “Principal Amount”) on January 31February 27, 2006 2015 or such earlier date as the Debenture Note may be permitted to be repaid as provided hereunder (the “Maturity Date”), and to pay interest with 10% annual interest, to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of 5% 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 Underlying Units (as hereinafter defined) within the time period required by Section 3.3. Interest hereunder will be paid to the Person 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 Principal Amount without the prior written consent of the Holder. This Debenture Note is subject to the following additional provisions:
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 Units is hereby accepted by Logicom, Inc. the Company. DATED at Vancouver______________________, British Columbiathe________day of ___________________, the 2nd day of November, 20052006. Per: /s/ Xxxx Xxxxx Authorized Signatory Conversion Price “THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. 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 TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED HEREIN) OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN 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 THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT. “UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF RED SKY RESOURCES INC. incorporated in the State of Nevada THIS IS TO CERTIFY THAT (the “Holder”) with an address at X.X. Xxx 000, Xxxxxxxxxxx Xxxxxx, Providenciales, Turks & Caicos Islands, has the right to purchase, upon and subject to adjustment herein): $0.84 FOR VALUE RECEIVEDthe terms and conditions hereinafter referred to, LOGICOM INC. 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 LA HOUGUE FINANCIAL MANAGEMENT SERVICES LIMITED on or its registered assigns before 4:30 p.m. (PACIFIC TIME) on __________________, 2008 (the “HolderExpiry Date”), the principal sum of One Hundred Fifty Thousand Dollars ($150,000) in lawful currency of the United States at a price per Share (the “Principal AmountExercise Price”) of USD $1.25 on January 31, 2006 or such earlier date the terms and conditions attached hereto as the Debenture may be permitted to be repaid as provided hereunder “Schedule A” (the “Maturity DateTerms and Conditions”), and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of 5% 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 Underlying Units (as hereinafter defined) within the time period required by Section 3.3. Interest hereunder will be paid to the Person 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:.
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 Logicom, Inc. Global Stevia Corp. DATED at Vancouver_______________, British Columbia_________________, the 2nd 7th day of NovemberSeptember, 20052012. GLOBAL STEVIA CORP. Per: /s/ Xxxx Xxxxx Authorized Signatory Conversion Price Matthew Christopherson ------------------------------------ Xxxxxxx Xxxxxxxxxxxxxx EXHIBIT "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 (subject to adjustment herein): 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 OR TO A U.S. 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. DATED: SEPTEMBER 7, 2012 U.S. $0.84 35,000 CONVERTIBLE NOTE FOR VALUE RECEIVED, LOGICOM INCGLOBAL STEVIA CORP. (the “Company”"COMPANY") promises to pay to LA HOUGUE FINANCIAL MANAGEMENT SERVICES LIMITED COVENTRY CAPITAL LLC, or its registered assigns assignS (the “Holder”"HOLDER"), the principal sum of One Hundred Fifty Twenty Five Thousand Dollars ($150,00035,000) in lawful currency of the United States (the “Principal Amount”"PRINCIPAL AMOUNT") on January 31September 7, 2006 2014 or such earlier date as the Debenture Note may be permitted to be repaid as provided hereunder (the “Maturity Date”"MATURITY DATE"), and to pay interest with 10% annual interest, to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of 5% 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 Underlying Units (as hereinafter defined) within the time period required by Section 3.3. Interest hereunder will be paid to the Person 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 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:
Appears in 1 contract
C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture Units is hereby accepted by Logicom, Inc. the Company. DATED at Vancouver, British Columbia______________________, the 2nd ________ day of November___________________, 20052009. Per: /s/ Xxxx Xxxxx __________________________________________ Authorized Signatory Conversion Price UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS WARRANT MUST NOT TRADE THE SECURITIES THAT MAY BE ISSUED UPON EXERCISE BEFORE [<> INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE CLOSING DATE. ARGENTEX MINING CORPORATION (A Delaware Company) CERTIFICATE NO. <> NUMBER OF WARRANTS: <> RIGHT TO PURCHASE <> SHARES This is to certify that, for value received, <>, of <> (the “Holder”) has the right to purchase, upon and subject to adjustment herein): $0.84 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), LOGICOM INC. 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 LA HOUGUE FINANCIAL MANAGEMENT SERVICES LIMITED the Company, at its offices at 000-0000 Xxxx Xxxxxx Xxxxxx, Vancouver, BC, Canada, V6E 2S1, this Warrant Certificate with a Subscription in the form attached hereto as Appendix “B”, duly completed and executed, and cash, bank draft, certified cheque or its registered assigns (the “Holder”), the principal sum of One Hundred Fifty Thousand Dollars ($150,000) 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 January 31evidenced hereby shall be U.S. $0.45 per Share. These Warrants are issued subject to the Terms and Conditions, 2006 and the Holder may exercise the right to purchase Shares only in accordance with the Terms and Conditions. Nothing contained herein or such earlier date 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 Expiry Date (as that term is defined in the Debenture may be permitted to be repaid as provided hereunder (the “Maturity Date”Terms and Conditions), and to pay interest to the Holder on the aggregate unconverted from and then outstanding principal amount of after such time, this Debenture at the rate of 5% per annum, payable on the earlier of (i) the Conversion Date (as hereafter defined) Warrant 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 Underlying Units (as hereinafter defined) within the time period required by Section 3.3. Interest rights hereunder will be paid to the Person in whose name this Debenture is registered on the records void and 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:no 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 Shares is hereby accepted by LogicomPuppy Zone Enterprises, Inc. DATED at Vancouver, British Columbia_____________________________________, the 2nd ________ day of November__________________, 2005. Per: /s/ Xxxx Xxxxx 2005 Authorized Signatory Conversion Price (subject to adjustment herein): $0.84 FOR VALUE RECEIVEDD/KFR/779427.1 Date: October 27, LOGICOM 2005 Name: PUPPY ZONE ENTERPRISES INC. (the “CompanyIssuer”) promises to pay to LA HOUGUE FINANCIAL MANAGEMENT SERVICES LIMITED Head office: 0000 X. Xxxxxxx Xxxxxx Xxxxx 000 Xxx Xxxxx, Xxxxxx 00000-0000 Phone Number: 000-000-0000; Fax Number: (000) 000-0000; Currently listed or its registered assigns quoted? No. These securities do not trade on any exchange or market Reporting issuer? No SEDAR filer? No Securities offered: 3,000,000 units (the “HolderUnits”), each Unit consisting of one common share of the principal sum Issuer (a “Share”) and one non-transferable common share purchase warrant (a “Warrant”), each Warrant entitling the holder thereof to purchase one further common share of One Hundred Fifty Thousand Dollars the Issuer (a “Warrant Share”) at a price of $150,000) 0.10 per Warrant Share. Price per security: $0.05 per Unit Minimum offering None. You may be the only purchaser. Maximum offering: 3,000,000 Units Minimum subscription amount: There is no minimum subscription amount an investor must invest. Payment Terms: Subscription Proceeds must accompany this Subscription and shall be paid by certified cheque or bank draft drawn on a Canadian chartered bank, or a bank in lawful currency of the United States (reasonably acceptable to the “Principal Amount”) on Company, and made payable and delivered to the Company. Alternatively, the Subscription Proceeds may be wired to the Company or its lawyers pursuant to wiring instructions that will be provided to the Subscriber upon request. If the funds are wired to the Company’s lawyers, those lawyers are authorized to immediately deliver the funds to the Company. Proposed closing date(s): January 3127, 2006 or such earlier date as the Debenture may be permitted Income tax consequences: There are important tax consequences 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 5% 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 cashthese securities. 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 Underlying Units (as hereinafter defined) within the time period required by Section 3.3. Interest hereunder See Item 6 Selling agent: No You will be paid to the Person in whose name this Debenture is registered on the records of the Company regarding registration and transfers of Debenturesrestricted from selling your securities for an indefinite period. 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:See Item 10.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Puppy Zone Enterprises, Inc)