Exhibit 10.8
Loan & Investment Agreement with M.J.F.
XXXXXX, DE XXXXX
GENERAL PARTNERSHIP
BARRISTERS AND SOLICITORS
Montreal, October 18, 2002
BY FAX: (000) 000-0000
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GSI Technologies USA Inc.
000 Xx-Xxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxx X0X 0X0
Attention: Xxxx Xxxxx, President
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Re: GSI Technologies USA Inc.
Our file: 997199.001
Dear Sirs:
GSI Technologies USA Inc. ("GSI") is a US public company. On October 16, 2002,
two agreements were entered into between GSI and La Ferme X.X. Xxxxxxx Inc.
("MJF"), pursuant to which MJF subscribed the following securities of GSI:
1. Convertible debenture in the amount of Cdn $443,465; the debenture is
convertible into common shares of GSI, at MJF's request, after 12 months;
and
2. Common shares of GSI, at US $0.05 per share, for an amount of Cdn $156,535.
The total subscription by MJF is for an aggregate of Cdn $600,000.
Since MJF is a corporation having its head office in Quebec, this investment
constitute a distribution pursuant to the Securities Act (Quebec) (the "QSA").
A prospectus exemption and a registration exemption are available pursuant to
sections 51 and 155.1 of the QSA, as long as GSI files a notice with the
Commission des valeurs mobilieres du Quebec within ten days of the distribution,
pursuant to sections 46 and 51 of the QSA and section 102 of the Regulation
Respecting Securities (Quebec).
The securities subscribed by MJF will be subject to a hold period pursuant to
section 58 of the QSA.
The distribution may also be subject to US legislation and regulation.
Yours truly,
XXXXXX, de XXXXX
By: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxxx
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