FORM OF SECURED DEBENTUREDebenture Purchase Agreement • November 17th, 2008 • Stockhouse Inc • Services-business services, nec
THIS DEBENTURE is one of a duly authorized issue of US$1,800,000, or such lesser aggregate amount as the Company shall accept in its sole discretion to a maximum of US$1,800,000, in Debentures of STOCKHOUSE INC., a corporation organized and existing under the laws of the State of Colorado (the “Company”) designated as its 18% Secured Debentures Series 02-1 (the “Debentures”). Such Debentures may be issued in series, each of which may have a different maturity date, but which otherwise have substantially similar terms.
GENERAL SECURITY AGREEMENTGeneral Security Agreement • November 17th, 2008 • Stockhouse Inc • Services-business services, nec • British Columbia
STOCKGROUP MEDIA INC., a company incorporated under the British Columbia Business Corporations Act (BC0495849), having an office at Suite 500 - 750 West Pender Street, Vancouver, BC V6C 2T7
DEBENTURE PURCHASE AGREEMENTDebenture Purchase Agreement • November 17th, 2008 • Stockhouse Inc • Services-business services, nec • British Columbia
THE SECURED DEBENTURES (THE “DEBENTURES”) TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) AFFORDED BY RULE 506 OF REGULATION D AND/OR REGULATION S. REGULATION S PROHIBITS HEDGING ACTIVITIES IN RESPECT OF THE SECURITIES DURING THE DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S). IN ADDITION, THE DEBENTURES TO WHICH THIS AGREEMENT RELATES WILL BE ISSUED PURSUANT TO A REPRESENTATION BY THE SECURITY HOLDER NAMED HEREON THAT SAID SECURITIES HAVE BEEN ACQUIRED FOR PURPOSES OF INVESTMENT AND NOT FOR PURPOSES OF DISTRIBUTION.
