Exhibit 99.1
2-Track Global, Inc.
00 Xxxx Xxxxx, Xxxxxxx Xxxx Xxxx
Xxxxxx, X.X. XX0 0XX
011-44-20-7644-0472
Exhibit
99.1 Convertible Loan Agreement by and between the Company and Octagon
Investments SA, dated February 2, 2006.
This Loan Agreement is made the 2nd day of February 2006 in two (2)
original copies
Between
(1) Octagon Investments SA the registered office of which is at
Xxxxxxxxxxxxxx 0, Xx-0000 Xxxxxx and the Company registration
number of which is CH-600.3.012.228-1 ('the lender')and
(2) 2-Track Limited the trading office of which at Xxxx Xxxxx,
Xxxxxxx Xxxx Xxxx, Xxxxxx XX0 0XX and the company registration
number of which is( ) ('the borrower')
Now it is agreed as follows:
1. Agreement for advance
The Lender agrees with the Borrower to lend the sum of one
hundred thousand US dollars (US$100,000) ('advance') to the
borrower upon the term, conditions and provisions of this
agreement.
2. Repayment of advance
2.1 In consideration of the advance (receipt of which the borrower
acknowledges) the borrower undertakes to repay the advance to the
lender free from any legal or equitable right of set-off on
demand in accordance with the repayment obligations referred to
at schedule I attached hereto.
2.2 Not withstanding the provisions of clause 2.1, the borrower may
at any time repay the advance or so much of its as may be owing
on giving to the lender thirty days written notice of the
borrowers intention to do so subject to the borrower at the same
time also paying or discharging all other obligations and
liabilities due or owing by the borrower to the lender under this
agreement or under the terms of any security associated with or
collateral to it.
3. Costs, charges, expenses and other liabilities
4. Borrower's representations and warranties
4.1 The Borrower represents and warrants to the lender that:
4.1.1 the execution of and the observance and performance of his
obligations under this agreement does not and will not contravene
any charge mortgage lease loan facility or other agreement; and
4.1.2 the execution of, and the observance of its obligations
under, this agreement does not and will not contravene any of the
provisions of its Memorandum and Articles of Association.
5. Demands and notices
5.1 A demand or notice by the Lender this agreement shall be deemed
to have been properly served on the borrower by first class
letter post, telex, or fax addressed to the borrower at or by
delivery to its registered office or at any of its principal
places of business and service shall be deemed to be effected
notwithstanding the dissolution of the borrower:
5.1.1 at 10am on the second business day immediately following the day
of posting if given by first class letter post irrespective of
the time or date of actual deliver or of lack of delivery.
5.1.2 when dispatched if given by telex or fax, and
5.1.3 when left at the property concerned if delivered by hand.
5.2 The methods of service described in this clause are in addition
and without prejudice to any other method of service prescribed
or permitted by law.
6. General provisions
6.1 Each of the provisions of this agreement is severable and
distinct from the others and if at any time one or more of such
provisions is or becomes invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions
shall not be affected or impaired.
6.2 Unless the context otherwise requires the singular includes the
plural and vice versa, references to persons include references
to firms companies or corporations and vice versa, and references
in the masculine gender include references in the feminine or
neuter genders and vice versa.
6.3 Unless the context otherwise requires the expressions 'the
borrower' and 'the lender' include their respective successors
and assigns whether immediate or derivative and where appropriate
the survivors or survivor of them.
6.4 All agreements, undertakings, representations and warranties
given or implied in this agreement by more than one person shall
be deemed to have been given jointly and severally by those
concerned.
6.5 The clause headings do not form part of this agreement and shall
not be taken into account in its construction or interpretation.
6.6 Any reference to a clause or paragraph or a schedule is to one in
this agreement so numbered or named.
6.7 This agreement shall be governed by and construed in accordance
with Swiss Law.
6.8 It is irrevocably agreed for the exclusive benefit of the lender
that the courts of Switzerland are to have jurisdiction to settle
any disputes which my arise out of or in connection with this
agreement and that accordingly any suit, action or proceeding
arising out of or in connection with this agreement may be
brought in such courts.
6.9 Nothing in this clause shall limit the lender's right to take
proceedings against the borrower in any other court of competent
jurisdiction, nor shall the taking of proceedings in one or more
jurisdictions which preclude the taking of proceedings in any
other jurisdiction, whether concurrently or not.
Signed on behalf of Signed on behalf of
Octagon Investments SA 2-Track Limited by
In the presence of: In the presence of:
Schedule I
Repayment Obligation
1. Repayment Terms
1.1 The loan amount is repayable in ten (10) monthly installments
commencing on the first anniversary of the advance to the
borrower.
2. Interest rates
2.1 The Borrower shall pay interest at a rate of 5% per annum on all
outstanding amounts.
2.2 Interest will be calculated on the basis of the actual number of
days elapsed divided by 360 and will be payable on a monthly
basis in arrears on the advance commencing 12 months after the
date of the advance.
2.3 Default interest will be payable on demand on any sums due and
unpaid by the borrower at the interest rate in effect plus 4%
annum to be compounded on a monthly basis until payment has been
made in full.
3. Voluntary pre-payment
3.1 Subject to sixty (60) days' prior notice being given to the
lender, pre-payment of the advance will be permitted at any time
after the first principal repayment date.
3.2 Amounts to be paid will be made on the basis of one principal
installment or whole multiples thereof and will be applied to
repayment installments in inverse order of maturity. Amounts pre-
paid will not be available for re-borrowing.
4. Conversion into shares
4.1 The lender shall during the currency of this agreement have the
right to convert any outstanding balance into shares in the
company 2-Track Global Inc (TOTG) at the market price of the
shares on the date the advance was provided.
For further information contact :
Xxxx Xxxx at x00 00 0000 0000 or visit the website at
xxxx://xxx.0-xxxxxxxxxxx.xxx
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