Convertible Loan Agreement
Exhibit
4.6
METASwarm, Inc. - Convertible Loan
Agreement
2007-9-3
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Borrower:
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METASwarm,
Inc. (“METASwarm”)
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Loaner
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[_______________]
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1
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Summary
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In
order to meet its business development requirement in China, METASwarm, Inc.
(US
Stock Market listed company, code XXXX.XX) has necessity to borrow a bridging
loan from [________]; and [_______] then agrees to provide such short-term
loan
to METASwarm. Upon friendly discussion and consultation, both parties reach
the
following loan agreement:
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2
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Loan
Amount & Payment
Date
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The
total
amount of the loan is RMBxxx (approx. US$xxx) and [______] will remit the loan
according to the following schedule to the bank account of Beijing InfoSure
Information Technology Ltd. (hereafter “Beijing InfoSure”, and the bank account
detail see Appendix) in China assigned by METASwarm:
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2.1
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The
first installment is RMB[_______] (approx. US$[____]) and payable
by
September 3, 2007;
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2.2
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The
balance of the loan, i.e. RMB[_______] (approx. US$[______]) to be
paid by
the end of September 30, 2007 in
installments.
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3
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Terms
of the Loan
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3.1
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The
term of the loan is six (6) months, from the date of each loan arriving
InfoSure assigned bank account. [_______] may request METASwarm earlier
return of the loan, and upon METASwarm’s agreement, the loan may be repaid
prior to the expiration.
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3.2
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Upon
the expiration of the loan
by sixth (6th) months, in addition to the loan, METASwarm shall provide
[______] with a bonus equivalent to 50% of the amount of the loan,
and all
to be paid in one repayment to
[_______];
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3.3
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Upon
the expiration of the loan
by sixth (6th) months, besides cash repayment, [________] may choose
to
convert each amount of the returned loan and the eligible bonus,
using the
following respective pricing calculation, to METASwarm’s free-trade stock
listed in US Stock market:
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The
amount of loan: Using the closing stock price prior to the agreement signing
date, i.e. US$0.23 per common share；
The
amount of Bonus: Using 150% of the closing stock price prior to the
agreement signing date, i.e. US$0.345 per share.
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3.4
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[_______]
may request METASwarm
to repay the loan before the expiration of the loan if necessary,
and upon
METASwarm’s agreement, METASwarm shall repay the loan as requested before
the schedule, plus the bonus calculated by using the following
formulae:
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Repayment
within three months, the eligible bonus shall be equivalent to 20% of the amount
of the loan;
1
Repayment
within four months, the eligible bonus shall be equivalent to 30% of the amount
of the loan;
Repayment
within five months, the eligible bonus shall be equivalent to 40% of the amount
of the loan;
Should
the loan and bonus be repaid to [______] prior to the six months term, the
right
to convert the loan and bonus to METASwarm, Inc. is waived.
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3.5
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Shall[_______]
choose to convert
the total amount of the loan and eligible bonus into METASwarm’s listed
free-trade stocks, METASwarm shall honor and comply with the terms
and
conditions stipulated in this agreement and assist [______] to complete
such conversion within a reasonable time
frame;
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4
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Breach
of the
Agreement
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4.1
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No
exercise or failure to exercise or delay in exercising any right
power or
remedy vested in any party under or pursuant to this Agreement shall
constitute a breach of the agreement, except that no party hereto
shall be
liable for failures or delays in performing their obligations hereunder
arising from any cause of force majeure, provided that the party
affected
notice the other parties in time,
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4.2
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The
default party shall
be responsible
for
all direct economical damage of the other non-default parties caused
by
such breach.
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5
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Confidentiality
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This
agreement is a confidential document belongs to all parties involved. Except
with another party’s written consent, any party shall not disclose the content
and information of the agreement to any third party.
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6
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Others
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6.1
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This
agreement is governed by the law of the People’s Republic of
China;
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6.2
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This
agreement is written
in both Chinese
and
English languages
with equal
authoritative.
However, in case of any dispute, Chinese version prevailed.
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6.3
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This
agreement is with three original copies. Each party holds one original
copy which is with exactly the same legal
effectiveness;
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6.4
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This
agreement has been
thoroughly reviewed, fully understood and duly signed to be effective
by
their representatives of both
parties.
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Borrower：
METASwarm,
Inc.
2
Xx.
Xxxxxx Xxxxxxx – Chairman and CEO
Loaner：
China
ID
No. :
Witness:
China
ID
No. :
3
