Exhibit 2.1 THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE LAWS OF ANY STATE OR ANY OTHER JURISDICTION, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES...Convertible Secured Debenture • June 28th, 2001 • Iis Intelligent Information Systems LTD • Computer terminals
ContractConvertible Secured Debenture • May 17th, 2007 • 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.
MOVENTIS CAPITAL, INC.Convertible Secured Debenture • May 17th, 2007 • Moventis Capital, Inc. • Services-business services, nec • Delaware
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.
