EXHIBIT 10.19
LOAN AGREEMENT
THIS AGREEMENT made this 3rd day of July, 0000,
X X X X X X X
XXXXX X. XXXXX
Hereinafter called the Executive
OF THE FIRST PART;
- and -
SR TELECOM INC.
Hereinafter called the Corporation
OF THE SECOND PART.
WHEREAS, pursuant to a Circular filed with regulatory authorities
as of the 31st day of May, 2001, the Corporation made an offering of Rights to
subscribe for common shares in the capital stock of the Corporation (the
''SHARES'') at a purchase price of $1.60 per share (the ''SUBSCRIPTION PRICE'');
AND WHEREAS, the offering expires on the 3rd day of July, 2001;
AND WHEREAS, the Executive has acquired Rights to purchase 36,250
shares capital stock of the Corporation at the subscription price and has agreed
to exercise such rights as of the date hereof;
AND WHEREAS, the Directors of the Corporation, at a meeting held
on the 21st day of June, 2001, authorized the provision of financial assistance
for the purchase of such number of shares by the Executive at the subscription
price subject to the receipt by the corporation of appropriate security;
NOW THEREFORE the parties agree
1. The Corporation will lend to the Executive the sum of
$58,000 at an interest rate of 5% per annum.
2. The Executive will purchase 36,250 of the offered
shares as of the date hereof.
3. The Executive will repay the principal amount of the loan in full
on the 3rd day of July, 2006, and will also pay interest
calculated yearly, not in advance, at the rate of 5% per annum as
well after as before maturity and both before and after default
on such portion of the principal as remains from time to time
unpaid on the 3rd day of July in each year; the first payment of
interest to be computed from the 3rd day of July, 2001, upon the
whole amount of principal secured, to become due and payable on
the 3rd day of July, 2002.
4. The Executive will have the privilege of prepaying the whole or
any part of the principal sum at any time without notice or bonus
provided, however, that such prepayment shall be made in the
principal amount of $1,600, or any multiple thereof, only and
that interest, calculated on the amount prepaid and computed to
the date of actual prepayment, shall also be paid at the time of
any prepayment.
5. In evidence of the loan herein provided for, the Executive will
execute a promissory not in the form set out in Annex A hereto
and, as security for repayment, will enter into a Pledge
Agreement as set out in Annex B hereto.
IT IS EXPRESSLY UNDERSTOOD AND AGREED however that, notwithstanding
anything hereinbefore contained, should the Executive leave the employment of
the Corporation prior to the 3rd day of July, 2006, the amount of principal then
outstanding and interest thereon shall, at the option of the Corporation be paid
forthwith upon demand.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of
the date first above written.
SIGNED, SEALED AND DELIVERED )
in the presence of )
) /s/ Xxxxx X. Xxxxx
) __________________________________
) XXXXX X. XXXXX
)
)
) SR TELECOM INC.
)
) Per:
) /s/ Pierre St. Arnaud
) _______________________________
)
2
PLEDGE AGREEMENT
THIS AGREEMENT made this 3rd day of July, 2001.
B E T W E E N:
XXXXX X. XXXXX
Hereinafter called the PLEDGOR
OF THE FIRST PART;
- and -
SR TELECOM INC.
Hereinafter called the PLEDGEE and
sometimes the CORPORATION
OF THE SECOND PART
- and -
KING YONGE DEPOSITARIES INC.
Hereinafter called the ESCROW AGENT
OF THE THIRD PART
WHEREAS the Pledgor has this day purchased from the Pledgee Thirty Six
Thousand Two Hundred and Fifty (36,250) common shares in the capital stock of
the Corporation (the PURCHASED SHARES) for a purchase price of Fifty Eight
Thousand ($58,000) (the PURCHASE PRICE) pursuant to the exercise of Rights to
subscribe for common shares acquired by the Pledgor subsequent to the filing
with regulatory authorities of a Circular dated 31st day of May, 2001,
AND WHEREAS the aggregate Purchase Price of Fifty Eight Thousand Dollars
was advanced to the Pledgor by the Pledgee under a Loan Agreement of even date
herewith pursuant to which the Pledgor delivered a Promissory Note executed in
the form set out in Annex A thereto,
AND WHEREAS the Loan Agreement provides that the Note shall be secured by
a pledge of the Purchased Shares (such shares so pledged being hereinafter
referred to as the PLEDGED SHARES), on the terms and conditions hereinafter
appearing;
AND WHEREAS the Pledgor has agreed to deliver to the Escrow Agent
certificates representing such Pledged Shares duly endorsed in blank for
transfer;
NOW THEREFORE this Agreement WITNESSETH that in consideration of the
premises and of the respective covenants and conditions hereinafter contained
and other good and valuable consideration (the receipt and sufficiency whereof
is hereby acknowledged by the parties hereto), the parties hereto covenant and
agree each with the other as follows:
1. The Pledgor and the Pledgee hereby appoint the Escrow, and the Escrow Agent
hereby agrees to act as escrow agent in accordance with the terms and
conditions of this Agreement.
2. Subject as hereinafter provided, certificates representing the Pledged
Shares shall be retained by the Escrow Agent as security for the payment of
the principal due and payable under the Note. During the term of this
Agreement, and while the Pledged Shares represented by such certificates
have not been released to the Pledgor, the Pledged Shares shall not be
transferred, hypothecated, or otherwise alienated, by the Pledgor without
the prior written consent of the Pledgee.
3. The Pledged Shares shall remain the property of the Pledgor, and the
Pledgor shall be entitled to exercise all voting rights in respect of the
Pledged Shares unless and until default as hereinafter defined shall occur.
4. When the Note is paid, the Escrow Agent shall forthwith deliver to the
Pledgor a certificate representing the Pledged Shares or the residual
number held in escrow at the time of full payment, it being understood and
agreed that the Pledgor may at any time obtain a release from escrow of
shares in lots of one thousand (1,000) or any multiple thereof on payment
of the sum of One Thousand Six Hundred Dollars ($1,600) for each one
thousand (1,000) share lot for which a release is requested.
5. If default is made by the Pledgor in the payment of principal or interest
due and payable under the Note, and such default continues for a period of
thirty (30) days after written notice
thereof by the Pledgee to the Pledgor, and the Pledgee gives notice of the
default of the Pledgor to the Escrow Agent, the Escrow Agent shall
forthwith give notice to the Pledgor of such default, and if payment of the
amount owing under the Notes is not made within fifteen (15) days of the
giving of such notice by the Escrow Agent to the Pledgor, the Escrow Agent
is hereby authorized and directed, upon the written request of the Pledgee,
to sell, and he shall sell the Pledged Shares, or any part thereof, as
hereinafter provided. Such sale of the Pledged Shares may be public or
private, for cash, or upon credit, or partly for cash and partly for
credit, for the best price, and upon such terms and conditions as the
Escrow Agent may be able to obtain. The Pledgee may become a purchaser on
any such sale. Such sale may be made by the Escrow Agent without any
covenant or warranty on his part, and without recourse to him, and any such
sale shall vest in the purchaser good and indefeasible title to the Pledged
Shares, or any part thereof, free of any right or equity of redemption,
which right or equity is hereby expressly waived and released by the
Pledgor. After deducting all expenses of sale, and all sums due to the
Escrow Agent hereunder, the proceeds of sale of the Pledged Shares shall be
applied to the payment of principal and interest due under the Notes, or
any of them, and the surplus, if any, shall be paid to the Pledgor.
Should the proceeds of sale of the Pledged Shares be less than the
aggregate of the Note due and payable immediately prior to the time default
occurred, then the Pledgor shall be liable to pay the Pledgee the amount of
such deficiency.
6. If the Pledged Shares, or any of them, are changed, classified, subdivided,
consolidated or converted into a different number or class of shares or
otherwise, the shares or other securities resulting from such change,
classification, reclassification, subdivision or conversion, shall be
delivered to and held by the Escrow Agent in place of the Pledged Shares,
and the provisions hereof shall apply thereto.
7. Until such time as the Escrow Agent is required to deliver the certificates
representing the Pledged Shares to the Pledgor, the Pledgor shall be
entitled to receive all cash dividends paid in respect of any of the
Pledged Shares; provided, however, that any shares or securities which are
issued by the Corporation to the Pledgor on account of the Pledged Shares
by way of stock
dividend or otherwise, shall be deposited by the Pledgor with the Escrow
Agent, and shall be deemed to be Pledged Shares, and the provisions hereof
shall apply thereto.
8. This Agreement shall be binding upon and shall enure to the benefit of the
parties hereto and their respective heirs, legal personal representatives,
successors and assigns.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement on
the day and year first above written.
SIGNED, SEALED AND DELIVERED
in the presence of
/s/ Xxxxx X. Xxxxx
____________________________
XXXXX X. XXXXX
XX TELECOM INC.
Per: /s/ Pierre St. Arnaud
________________________
________________________
KING YONGE DEPOSITARIES INC.
Per: /s/ X. X. Xxxxx
________________________
________________________
PROMISSORY NOTE
On 3 July, 2006, the undersigned XXXXX X. XXXXX promises to pay to the
order of SR Telecom Inc., at 0000 Xxxxx-Xxxxxx Xxxxxxx, Xx. Xxxxxxx, Xxxxxx,
the sum of FIFTY EIGHT THOUSAND DOLLARS ($58,000), with interest computed from
July 3, 2001 and calculated and payable annually at the rate of five per cent
(5%) per annum. Interest payable both before and after default. Notwithstanding
anything hereinbefore contained, should, prior to the 3rd day of July 2006,
default occur in payment of any amount due hereunder and continue for a period
of thirty days, or, should, prior to such date, the undersigned cease to be
employed by SR Telecom Inc., then, upon the occurrence of any such event, the
amount of principal outstanding and interest thereon shall, at the option of SR
Telecom Inc., be paid forthwith upon demand, provided however that, in the
event of the undersigned ceasing to be employed by SR Telecom Inc., no demand
shall be made prior to the 90th day following the date of cessation.
VALUE RECEIVED
DATED this 3rd day of July, 2001.
/s/ Xxxxx X. Xxxxx
_______________________________
XXXXX X. XXXXX
