LEAD INVESTORS AGREEMENT
Exhibit 10.1
This Lead Investors Agreement (“Agreement”) is entered as of March __, 2017, by and among Mobetize
Corp. (“Company”), Xxxxxxx Xxxxxxx and Xxxxxxxx Xxxxxxx (together herein referred to as the “Lead
Investors”) and certain individuals listed on the signature pages hereto (“Management Shareholders”
and, collectively with the Company and the Lead Investors, “Parties”).
WHEREAS, as a condition and inducement to the Lead Investors’ willingness to purchase certain shares
of the Company’s Series B Preferred Stock in connection with the proposed private offering of five hundred
thousand (500,000) shares of Series B Preferred Stock (“Offering”), the Parties desire to provide herein for
certain agreements with respect to corporate governance and other matters relating to the Company.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements
hereinafter set forth, the Parties hereby agree as follows:
1. Private Placement. Lead Investors agrees to purchase a minimum of one hundred and fifty thousand
(150,000) shares in the Offering on the terms and conditions of Subscription Agreement (attached hereto
as Exhibit I) pursuant to the exemptions from registration provided by Section 4(2) and Regulation D of
the Securities Act of 1933, as amended.
2. Consolidation of Common Stock. Company agrees that on the closing of the Offering that Management
Shareholders will cause the Board of Directors to effect a one for one hundred (1/100) consolidation of its
common stock, par value $0.001 (“Common Stock”).
3. Right of First Refusal. Company agrees to offer to Lead Investors, a ten (10) day “First Right of Refusal”
to any subsequent financing offered by the Company within twelve (12) months of the closing of the
Offering.
4. Voting Covenant; Further Assurances. Each of the Parties hereto agrees to take, or cause to be taken, all
reasonable actions and to do, or cause to be done, all reasonable things necessary to give effect to the rights
of the Lead Investors hereunder. Without limiting the generality of the foregoing, each of the Management
Shareholders shall vote in person or by proxy or by written consent all of the shares of Class A Preferred
Stock, Class B Preferred Stock, Common Stock and any other voting securities of the Company owned by
such Management Shareholder (whether now owned or hereafter acquired), or which such Management
Shareholder is entitled to vote to effectuate the provisions of this Agreement.
5. Governing Law. This Agreement will be construed under, and the obligations of the Parties hereunder
will be determined in accordance with, the laws of the state of Nevada (without regard to any conflict of
law provisions thereof that would cause the application of the laws of any jurisdiction other than the State
of Nevada). EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
6. Amendments; Waivers. No waiver and no amendment of any provision of this Agreement will be
effective unless such waiver or amendment is in writing and signed by the Party against whom it is sought
to be enforced.
7. Entire Agreement. This Agreement sets forth the entire agreement and understanding among the Parties
relating to the subject matter hereof and supersedes all other prior agreements, discussions and documents
with respect thereto.
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Exhibit 10.1
8. Successors and Assigns. This Agreement will bind and inure to the benefit of and be enforceable by each
Party and its successors and permitted assigns. Notwithstanding the foregoing sentences, no Party may
assign or transfer (directly or indirectly) its rights or obligations under this Agreement without the prior
written consent of the other Parties, which consent may be withheld in each such other Party’s sole and
absolute discretion.
9. Counterparts. This Agreement may be executed in counterparts, each counterpart when so executed and
delivered, including by facsimile, constituting an original, but all such counterparts together will constitute
one and the same instrument.
10. Specific Performance. The Parties acknowledge and agree that a breach of any agreement contained
herein will cause irreparable damage, and the other Parties will have no adequate remedy at law or in equity.
Accordingly, each Party agrees that in the event of any breach of any provision of this Agreement, the
aggrieved Party shall be entitled to specific performance of this Agreement, in addition to any other remedy
at law or in equity and will not oppose the granting of such relief.
IN WITNESS, WHEREOF, the Parties have caused this Agreement to be executed as of the date first
above written.
“Company”
/s/ Xxxx Xxxx
Date: March 8, 2017
By: Xxxx Xxxx
Its: Chief Executive Officer
“Management Shareholders”
/s/ Xxx Xxxxxxxxxx
Date: March 29, 2017
By: Xxx Xxxxxxxxxx
Its: Director
/s/ Xxxxx Ladki
Date: March 8, 2017
By: Xxxxx Ladki
Its: Chairman of the Board of Directors
“Lead Investors”
/s/ Xxxxxxx Xxxxxxx
Date: March 20, 2017
Xxxxxxx Xxxxxxx
/s/ Xxxxxxxx Xxxxxxx
Date: March 9, 2017
Xxxxxxxx Xxxxxxx
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