0001493152-17-004649 Sample Contracts

SECURITY AGREEMENT
Security Agreement • May 2nd, 2017 • Coda Octopus Group, Inc. • Search, detection, navagation, guidance, aeronautical sys

This SECURITY AGREEMENT (this “Security Agreement”), dated as of this ___ day of April, 2017, is executed by and between CODA OCTOPUS GROUP, INC., a Delaware corporation (the “Debtor”), whose notice address is 7380 Sand Lake Road, Suite 500, Orlando, Florida 32819, and HSBC BANK USA, N.A., its successors and/or assigns (the “Bank”), whose address is 2929 Walden Avenue, C-111, Depew New York 14043.

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LOAN AGREEMENT
Loan Agreement • May 2nd, 2017 • Coda Octopus Group, Inc. • Search, detection, navagation, guidance, aeronautical sys • Florida

THIS LOAN AGREEMENT (this “Agreement”), is dated as of this 28th day of April, 2017, by and between CODA OCTOPUS GROUP, INC., a Delaware corporation, CODA OCTOPUS PRODUCTS, INC., a Delaware corporation, and CODA OCTOPUS COLMEK, INC., a Utah Corporation (individually and/or collectively, the “Borrower”), and HSBC BANK USA, N.A., its successors and/or assigns (the “Lender”).

PROMISSORY NOTE
Promissory Note • May 2nd, 2017 • Coda Octopus Group, Inc. • Search, detection, navagation, guidance, aeronautical sys • Florida

CODA OCTOPUS GROUP, INC., a Delaware corporation, CODA OCTOPUS PRODUCTS, INC., a Delaware corporation, and CODA OCTOPUS COLMEK, INC., a Utah Corporation (individually and/or collectively, the “Borrower, do hereby covenant and promise to pay to the order of HSBC BANK USA, N.A., its successors and/or assigns (the “Lender”), at 2929 Walden Avenue, C-111, Depew, New York 14043, or at such other place as Lender may designate to Borrower in writing from time to time, in legal tender of the United States, up to EIGHT MILLION AND NO/100 DOLLARS ($8,000,000.00), pursuant to the terms and conditions of that certain Loan Agreement dated as of even date herewith between Borrower and Lender (as the same may be amended or modified from time to time, the “Loan Agreement”), together with all accrued interest, which shall be due and payable upon the following terms and conditions contained in this Promissory Note (this “Note”) and the Loan Agreement.

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