GENERAL SECURITY AGREEMENTGeneral Security Agreement • October 24th, 2006 • Moventis Capital, Inc. • Services-business services, nec
MOVENTIS CAPITAL, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2006 • Moventis Capital, Inc. • Services-business services, nec • British Columbia
This Registration Rights Agreement (this “Agreement”) is entered into as of September ___, 2006 by and among Moventis Capital, Inc., a Delaware corporation (the “Company”), and the parties listed on Schedule A hereto (each, a “Holder”).
COMMON SHARES PURCHASE WARRANT NO. 2006 – Common Shares $0.001 par value of MOVENTIS CAPITAL, INC.Common Shares Purchase Warrant Agreement • October 24th, 2006 • Moventis Capital, Inc. • Services-business services, nec • Delaware
THIS COMMON SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________ “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the third anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Moventis Capital, Inc., a Delaware corporation (the “Company”), up to __________________ (the “Warrant Shares”) of Common Shares, $0.001 par value per share (“Common Shares”). The purchase price of one share of Common Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b). This Warrant is being issued in connection with the sale of convertible secured debentures to the Holder.
MOVENTIS CAPITAL, INC.Subscription Agreement • October 24th, 2006 • Moventis Capital, Inc. • Services-business services, nec
The following Subscription Agreement is for Units (as defined herein) of a three-year convertible secured debenture ("Debenture") in the Company, which will bear an interest rate (“Rate”) of 10% per annum, paid semi-annually, which may be increased to a maximum of 14% in the event the Company issues debt at a higher interest rate to a senior lender under certain circumstances. The Debenture shall be convertible into Common Shares of the Company at the option of the holder, and contains warrant coverage as further provided herein. The Company's obligations under the Debentures are secured by a grant, subject to certain limitations, of a security interest in certain assets of the Company.
Convertible Secured Debenture AgreementConvertible Secured Debenture Agreement • October 24th, 2006 • Moventis Capital, Inc. • Services-business services, nec • Delaware
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
