LOAN AND WARRANT PURCHASE AND SALE AGREEMENT
THIS LOAN AND WARRANT PURCHASE AND SALE AGREEMENT ("Agreement") is made and
entered into this 7th day of October, 1998 by and between XXXX XXXX FINANCE
COMPANY LIMITED, a Hong Kong corporation ("Xxxx Xxxx Finance"), FRONTEER
DEVELOPMENT FINANCE, INC., a Delaware corporation ("Development"), and GLOBAL
MED TECHNOLOGIES, INC., a Colorado corporation.
WHEREAS, Xxxx Xxxx Finance entered into that certain Loan Agreement dated
April 14, 1998 with Global whereby Xxxx Xxxx Finance agreed, subject to certain
terms, provisions and conditions, among other things, to make available to
Global a loan in the maximum principal amount of $1,500,000 ("Loan") pursuant to
one or more promissory notes from Global to Xxxx Xxxx Finance;
WHEREAS, pursuant to the Loan Agreement, Xxxx Xxxx Finance was granted a
warrant to purchase 6,000,000 shares of Global's common stock ("Original
Warrant");
WHEREAS, Global borrowed at least $1,150,000 of the maximum principal
amount of the Loan, evidenced by a series of promissory notes dated May 7, 1998
for $250,000, June 4, 1998 for $400,000, June 30, 1998 for $250,000 and August
5, 1998 for $250,000 ("Original Notes"); and
WHEREAS, Xxxx Xxxx Finance desires to sell and Development desires to
purchase a portion of the Loan which is evidenced by the Original Notes and a
portion of the Original Warrant.
NOW THEREFORE, in consideration of the premises, the mutual covenants and
agreements contained herein and other good and valuable consideration, the
receipt, sufficiency and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:
1. Purchase and Sale. Xxxx Xxxx Finance agrees to sell and Development
agrees to purchase: (i) the Original Notes dated May 7, 1998 for $250,000, June
4, 1998 for $400,000, June 30, 1998 for $250,000 and $100,000 out of the
$250,000 Original Note dated August 5, 1998 which is equal to the right
to payment of $1,000,000 in principal amount, together with interest accruing
thereon out of the Original Notes ("Development Note") and (ii) a portion of the
Original Warrant which is equal to a warrant to purchase 4,000,000 common shares
of Global ("Development Warrant"):
2. Issue of Notes and Warrants. Upon receipt of the Original Notes and
Original Warrant, Global agrees to issue two new promissory notes and two new
warrants, under the same terms and conditions as the Original Notes and Original
Warrant, as follows:
(a). Warrant to Xxxx Xxxx Finance to purchase an aggregate of
2,000,000 shares of Global's common shares;
(b). Warrant to Development to purchase an aggregate of 4,000,000
shares of Global's common shares;
(c). Promissory note evidencing a loan from Xxxx Xxxx Finance to
Global representing $150,000; and
(d). Promissory note evidencing a loan from Development to Global in
the amount of $1,000,000.
3. Payment for Loan. Upon receipt of the Development Warrant and
Development Note from Global, Development agrees to pay to Xxxx Xxxx Finance,
the sum of $1,100,000.
4. Confirmation of Terms of Loan Agreement In all respects, the Loan
Agreement, described above, shall remain unaffected, unchanged and unimpaired by
reason of this Agreement.
Executed as of the day and year first above written.
FRONTEER DEVELOPMENT FINANCE, INC.,
a Delaware corporation
By: /s/ Xxxx X. Xxxx
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Its: Treasurer
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XXXX XXXX FINANCE COMPANY LIMITED,
a Hong Kong corporation
By: /s/ Xxx X. Xxxx
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Its: Chairman
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GLOBAL MED TECHNOLOGIES, INC.
a Colorado corporation
By: /s/ Xxxxxxx X. Xxxxx
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Its: CEO
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