CONVERTIBLE LOAN AGREEMENT Between Qnective Inc., (3702 South Virginia St., Suite G12-401, Reno, NV, 89502, United States of America ("Qnective") and Mrs. Thea Kunz, CH-4414 Arlesheim, (“Kunz”)
Between
Qnective
Inc., (3702 Xxxxx Xxxxxxxx Xx., Xxxxx X00-000, Xxxx, XX, 00000, Xxxxxx Xxxxxx
of
America ("Qnective")
and
Xxx.
Xxxx
Xxxx, CH-4414 Arlesheim, (“Xxxx”)
1. General
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a)
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Qnective
is a company which is active in the field of telecommunications in
Switzerland. For the further enrolment of its services it requires
sufficient working capital;
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b)
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Therefore,
Qnective wishes to borrow from Xxxx, and Xxxx wishes to lend to Qnective,
a total amount of USD 2’000’000.00 in the form of a convertible
subordinated loan.
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2. Delivery
of the Funds
Xxxx
will
immediately provide for a transfer to the bank account of Qnective at
___________; the amount of USD 2’000’000.00. Qnective will acknowledge receipt
of that amount and acknowledge owing USD 2’000’000.00 to Xxxx, with reference to
the present Agreement.
3. Interest
A
fixed
interest of 15% per annum shall be due on the principal. The interest is due
from the date of the execution of this agreement and is payable quarterly,
beginning at December 1th , 2008.
4. Term;
Prepayment of Loan
| a) |
All
unpaid principal shall be due and payable on the third anniversary
of this
Agreement (such date is referred to as "Due
Date").
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| b) |
Qnective
may prepay the principal on the first anniversary of this agreement
by
giving 30 days notice in writing. In such case, Qnective has to pay
an
interest of 7.5 per annum of the remaining term of this
agreement.
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5. Conversion
Option
| a) |
Qnective
grants Xxxx the option to convert the sums payable as interest as
well as
the repayment of the principal into Common Stock of Qnective under
the
conditions outlined in this section 5; by giving 30 days written
notice on
an interest payment term or the due date. The day on which notice
has to
be given is referred to herein as the “Effective
Date”;
|
| b) |
Condition
for the execution of the conversion option is a stock exchange rate
of
$2.00 or higher at Effective Date;
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| c) |
In
case of execution the amount of shares to received is calculated
according
to the stock exchange rate at Effective
Date;
|
| d) |
In
case of conversion of a quarterly interest payment, an increase of
100% on
the amount of shares calculated according to lit. c shall be granted;
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| e) |
The
transfer of the shares into a shares deposit of Xxxx shall be effectuated
not later than 30 days after Effective
Date;
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| f) |
Referring
to the Statutes of Qnective which provide for a conditional capital
stock
increase, Qnective declares to be able to issue the necessary number
of
shares required in case of conversion of the hereunder defined
loan;
|
| g) |
In
case of conversion, Xxxx will serve a formal declaration of compensation
to Credit Suisse, Basel, (Art. 653 e lit. b of Swiss Code of Obligations)
no later than 30 days after the day on which the respective interest
payment or the repayment of the principal was
due.
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6. Confidentiality
Xxxx
declares to keep confidential all internal information of Qnective coming to
her
knowledge in respect with the execution of this agreement even in the case
such
information is not expressly declared as secret or confidential.
7. Amendments,
modifications
This
Agreement may only be modified or amended by an instrument in
writing.
8. Severability;
Enforcement
If
any
provision of this Agreement, shall be invalid, unenforceable, or void, the
remainder of this Agreement shall remain in full force and effect. The invalid,
unenforceable or void provisions have to be replaced by other provisions which
come as close as possible to the original intention of the parties but are
valid
and enforceable; or the existing provisions have to be interpreted in such
manner.
9. Governing
Law
This
Agreement shall be governed by and construed in accordance with Swiss law .
The
parties irrevocably submit to the exclusive jurisdiction of the Zurich courts
in
respect of any matter or dispute arising under or in connection
herewith.
10. Counterparts
This
agreement is executed in two counterparts for each party.
Arlesheim,
_____________________ (Date)
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Xxxx
Xxxx
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Qnective
Inc.
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_______________________
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________________________
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