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Preview Full Doc	2001	Agency Agreement Agency Agreement (128K) Doc #407741: Click preview link for longer preview. LOEWEN, ONDAATJE, MCCUTCHEON LIMITED ACUMEN CAPITAL FINANCE PARTNERS LIMITED PARADIGM CAPITAL INC. AGENCY AGREEMENT Dated: April 3, 2001 VOICE MOBILITY INTERNATIONAL, INC. 13777 Commerce Parkway Suite 180 Richmond, British Columbia V6V 2X3 ATTENTION: MR. JAY HUTTON, CHIEF EXECUTIVE OFFICER Dear Sirs: Loewen, Ondaatje, McCutcheon Limited (the "LEAD AGENT"), Acumen Capital Finance Partners Limited and Paradigm Capital Inc. (the "CO-AGENTS") (collectively the "AGENTS"), understand that Voice Mobility International, Inc. (the "CORPORATION") desires to issue and sell special warrants of the Corporation (the "SPECIAL WARRANTS"). Each Special Warrant will entitle the holder to receive upon exercise or deemed exercise of the Special Warrants, without additional payment, subject to adjustment, one unit (a "UNIT"), each Unit consisting of one common share of the Corporation (collectively the "UNIT SHARES") and one-half of one common share purchase warrant of the Corporation (collectively the "WARRANTS"), as more particularly described in the attached SCHEDULE "A". In this agency agreement (the "AGENCY AGREEMENT"), the term "OFFERED SECURITIES" shall mean, collectively, the Special Warrants and, where applicable, the Unit Shares, the Warrants and the common shares of the Corporation issuable upon exercise of the Warrants (the "WARRANT SHARES"). The offering of the Offered Securities by the Corporation is referred to in this Agency Agreement as the "OFFERING". The Agents hereby agree to act as the agents of the Corporation to use their commercially reasonable best efforts to offer for sale and obtain subscriptions for the Special Warrants from Purchasers (as defined below), upon and subject to the terms and conditions contained in this Agency Agreement, and by its acceptance hereof the Corporation agrees to the appointment of the Agents, as the Corporation's exclusive agents in respect of the Offering in the Qualifying {PAGE} Jurisdictions; provided that the Agents shall be under no obligation to purchase any of the Special Warrants. In consideration of the Agents' services to be rendered in connection with the Offering, the Corporation agrees to pay the Agents' Fee (as defined below) to the Agents. This offer is conditional upon and subject to the additional terms and conditions set out below. EXERCISE OF SPECIAL WARRANTS, ESCROW AND REPURCHASE OPTION The Special Warrants may, subject to the provisions of this Agency Agreement, be exercised by the holder by surrendering the Special Warrants to Montreal Trust Company of Canada (the "TRUSTEE") at any time after the Time of Closing (as defined below) and on or before 4:30 p.m. (Toronto time) (the "TIME OF EXPIRY") on the business day (the "QUALIFICATION DATE") which is the latest of (i) the date a Registration Statement (as defined below) is declared effective by the SEC (as defined below) pursuant to the 1933 ACT (as defined below), and (ii) the date a receipt is issued by the last of the securities regulatory authorities in each of the jurisdictions in Canada set out as Qualifying Jurisdictions in the Term Sheet (attached as SCHEDULE "A") where purchasers of Special Warrants are resident as at the Closing Date (the "CANADIAN JURISDICTIONS") for a Final Prospectus (as defined below); and (iii) the day preceding the date the listing of the Company's Common Shares on the Exchange (as defined below) becomes effective, being the time its Common Shares are posted for trading. Immediately upon receipt, the gross proceeds from the subscriptions attributable to Escrowed Subscribers (as defined below) will be deposited in escrow with the Trustee on the Closing Date, to be held in escrow pursuant to the Special Warrant Indenture and to be released to the Company on the exercise or deemed exercise of the Special Warrants. The balance of the proceeds of the Offering (gross proceeds less the Agents' fees and expenses) received from certain subscribers ("NON-ESCROWED SUBSCRIBERS") who have agreed to permit the release of their subscription proceeds to the Company on the Closing Date, will be delivered to the Company. The subscription proceeds from the balance of the Subscribers ("ESCROWED SUBSCRIBERS") shall be held in escrow as provided above. Notwithstanding the above, net proceeds that are required to be deposited in escrow for the purpose of obtaining approval to list the Company's Common Shares (as defined below) on the Exchange (as defined below) shall not be released to the Company on the Closing Date, but shall be deposited in escrow as provided above. In the event that a listing of the Company's Common Shares on the Exchange has not become effective by the date that is six months following the Closing Date, then each of the Escrowed Subscribers will be entitled, at their option (the "REPURCHASE OPTION") for a period of 30 days thereafter, to require the Company to repurchase the Special Warrants held by such holder, from legally available funds, at $2.00 per Special Warrant plus such holder's portion of the interest earned by the Trustee under the Special Warrant Indenture. If the funds of the Company legally available for repurchase of such Special Warrants are insufficient to repurchase the total number of Special Warrants to be repurchased, those funds which are legally available will be used to repurchase the maximum number of such Special Warrants rateably among the {PAGE} Escrowed Subscribers who have exercised the Repurchase Option. Thereafter, as additional funds of the Company become legally available for such repurchase, such funds shall be used quarterly to repurchase the Special Warrants until all Special Warrants covered by exercised Repurchase Options have been repurchased. Any Special Warrants not exercised prior to the Time of Expiry shall be deemed to be exercised by the holders thereof immediately prior to such time without any further action on the part of such holders. CONVERSION RATE INCREASE In the event that the Qualification Date does not occur prior to the date which is 120 days after the Closing Date (the "QUALIFICATION DEADLINE") or such later date as may be approved in writing (with notification to the Trustee) by the Lead Agent in its sole and absolute discretion not less than five (5) Business Days prior to the end of the Qualification Deadline, each Special 407741	Voice Mobility Voice Mobility International Inc. ( Communications Services ) As referenced in this Agency Agreement: VOICE MOBILITY INTERNATIONAL, INC – txt {DESCRIPTION}EXHIBIT 10.22 {TEXT} {PAGE} Exhibit 10.22: Agency Agreement LOEWEN, ONDAATJE, MCCUTCHEON LIMITED ACUMEN CAPITAL FINANCE PARTNERS LIMITED PARADIGM CAPITAL INC. AGENCY AGREEMENT Dated: April 3, 2001 VOICE MOBILITY INTERNATIONAL, INC . 13777 Commerce Parkway Suite 180 Richmond, British Columbia V6V 2X3 ATTENTION: MR. JAY HUTTON, CHIEF EXECUTIVE OFFICER Dear Sirs: Loewen, Ondaatje, McCutcheon Limited (the "LEAD AGENT"), Acumen Capital Finance _____________ Voice Mobility International, Inc – HUTTON, CHIEF EXECUTIVE OFFICER Dear Sirs: Loewen, Ondaatje, McCutcheon Limited (the "LEAD AGENT"), Acumen Capital Finance Partners Limited and Paradigm Capital Inc. (the "CO-AGENTS") (collectively the "AGENTS"), understand that Voice Mobility International, Inc . (the "CORPORATION") desires to issue and sell special warrants of the Corporation (the "SPECIAL WARRANTS"). Each Special Warrant will entitle the holder to receive upon exercise or deemed exercise _____________ Voice Mobility International, Inc – 5 of this Agency Agreement; "COMPENSATION SECURITIES" mean, collectively, the Special Compensation Options, the Compensation Options, the Compensation Option Shares, the Compensation Warrants and the Compensation Warrant Shares; "CORPORATION" means Voice Mobility International, Inc .; "DISCLOSURE DOCUMENTS" means all of the documents of the Corporation which have been filed with the Securities Commissions, the SEC or the Exchange during the period commencing one year _____________ Voice Mobility International, Inc – 15.1 Any notice or other communication to be given hereunder shall be in writing and shall be given by delivery or by telecopier, as follows: if to the Corporation: Voice Mobility International, Inc . 13777 Commerce Parkway, Suite 180 {PAGE} Richmond, BC V6V 2X3 ATTENTION: JAY HUTTON, CHIEF EXECUTIVE OFFICER Fax: (604) 484-6119 and copy to: Catalyst Corporate Finance Lawyers 1055 Hastings _____________ VOICE MOBILITY INTERNATIONAL, INC – The foregoing accurately reflects the terms of the transaction which we are to enter into and such terms are agreed to with effect as of the date first above written. VOICE MOBILITY INTERNATIONAL, INC . By: /s/ Jay Hutton ---------------------------------------------------- Name: Jay Hutton Title: Chief Executive Officer {PAGE} SCHEDULE "A" DETAILS OF THE OFFERING This is Schedule "A" to the Agency Agreement between, Voice Mobility _____________ dt 1444354 ;	Jay Hutton
Full Doc	2004	Code of Ethics and Business Conduct Code of Ethics and Business Conduct (13K) Doc #407701: This document is immediately available for purchase, but does not have a preview available for viewing. 407701	Voice Mobility Voice Mobility International Inc. ( Communications Services )
Preview Full Doc	2003	Common Share Purchase Warrant Extension Certificate Common Share Purchase Warrant Extension Certificate (1K) Doc #407709: Click preview link for longer preview. COMMON SHARE PURCHASE WARRANT EXTENSION . . . 407709	Voice Mobility Voice Mobility International Inc. ( Communications Services ) As referenced in this Common Share Purchase Warrant Extension Certificate: Voice Mobility International, Inc – EXHIBIT 10.52 Exhibit 10.52 COMMON SHARE PURCHASE WARRANT EXTENSION CERTIFICATE Reference is made to the common share purchase warrant (the "Warrant") dated July 31, 2002 pursuant to which Voice Mobility International, Inc . (the "Company") granted to _____________________ [INSERT NAME OF WARRANT HOLDER] the right to purchase _____________________ [INSERT NUMBER] common shares in the capital of the Company at a price of $ _____________ VOICE MOBILITY INTERNATIONAL, INC – from July 31, 2003 to January 31, 2004. In all other respects, except as amended hereby, the Warrant remains in full force and effect. DATED as of July 28, 2003. VOICE MOBILITY INTERNATIONAL, INC . Per: ____________________________ Authorized Signatory _____________ dt 1444342
Full Doc	2006	Common Share Purchase Warrant Common Share Purchase Warrant (14K) Doc #2679000: This document is immediately available for purchase, but does not have a preview available for viewing. 2679000	Voice Mobility Voice Mobility International Inc. ( Communications Services )
Full Doc	2001	Consent of Independent Auditor Consent of Independent Auditor (1K) Doc #407755: This document is immediately available for purchase, but does not have a preview available for viewing. 407755	Voice Mobility Voice Mobility International Inc. ( Communications Services )
Preview Full Doc	2003	Employment Agreement Employment Agreement (51K) Doc #407712: Click preview link for longer preview. EMPLOYMENT AGREEMENT THIS AGREEMENT made effective the 1st day of October, 2002. BETWEEN: VOICE MOBILITY INTERNATIONAL, INC., a company incorporated under the laws of Nevada. having its head office at Suite 180, 13777 Commerce Parkway, Richmond, B.C. V6V 2X3 (the "Company") AND: MARCO PACELLI Having the Address Appearing With His Signature Below; (the "Employee") WHEREAS the Company would like to engage the Employee as an employee of the Company, and the Employee would like to be engaged by the Company as an employee, on the terms and conditions contained herein; . . . 407712	Voice Mobility Voice Mobility International Inc. ( Communications Services ) As referenced in this Employment Agreement: VOICE MOBILITY INTERNATIONAL, INC – Employment Agreement EX-10 5 vm1046.htm EXHIBIT 10.46 Exhibit 10.46 EMPLOYMENT AGREEMENT THIS AGREEMENT made effective the 1st day of October, 2002. BETWEEN: VOICE MOBILITY INTERNATIONAL, INC ., a company incorporated under the laws of Nevada. having its head office at Suite 180, 13777 Commerce Parkway, Richmond, B.C. V6V 2X3 (the "Company") AND: MARCO PACELLI Having _____________ VOICE MOBILITY INTERNATIONAL, INC – or her place of business. IN WITNESS WHEREOF the parties have hereunto set their hands and seals effective as of the date first above written. SIGNED, SEALED AND DELIVERED BY VOICE MOBILITY INTERNATIONAL, INC . per: /s/ Randy Buchamer Authorized Signatory Name of Signatory: Randy Buchamer Title of Signatory: Chief Executive Officer Full Name of Employee: MARCO PACELLI Full Address of Employee (including postal _____________ Voice Mobility International, Inc – who was, on the date this Agreement was entered into, Randy Buchamer. Once the duties are settled, Schedule A is to be attached and the parties are to initial below: Voice Mobility International, Inc . Per: /s/ Randy Buchamer Randy Buchamer /s/ Marco Pacelli Marco Pacelli SCHEDULE B Calculation of Commissions The Employee shall be entitled to Commissions determined in accordance with the following _____________ Voice Mobility International, Inc – all or a portion of the Stock Option to vest where it is of the view that other milestones of equivalent value to the Company have been achieved. SCHEDULE "D" Voice Mobility International, Inc . Stock Option Plan _____________ dt 1444343
Preview Full Doc	2001	Employment Agreement Employment Agreement (21K) Doc #407750: Click preview link for longer preview. EMPLOYMENT AGREEMENT THIS AGREEMENT made and effective this 1st day of January, 2000 (the "Effective Date") between VOICE MOBILITY INC., incorporated pursuant to the laws of Canada, (herein called the "Corporation") and THOMAS G. O'FLAHERTY (herein called the "Executive"), of 509 - 2008 Fullerton Avenue, North Vancouver, B.C. V7P 3G7. WHEREAS the Corporation wishes to employ the Executive and the Executive wishes to be employed by the Corporation in accordance with the terms set out in this agreement (this " . . . 407750	Voice Mobility Voice Mobility International Inc. ( Communications Services ) As referenced in this Employment Agreement: Voice Mobility International, Inc – in arrears. The Corporation shall withhold from the Executive's base pay remuneration all deductions required by applicable law. (b) STOCK OPTIONS - The Corporation will cause the Corporation's parent, Voice Mobility International, Inc . ("VMII"), to grant the Executive the option to acquire up to 500,000 common shares of VMII, vesting over 36 months commencing as of the Effective Date, pursuant to _____________ dt 1444358
Preview Full Doc	2001	Employment Contract Employment Contract (20K) Doc #407751: Click preview link for longer preview. EMPLOYMENT CONTRACT THIS AGREEMENT made and effective this 1st day of February , 2000 . BETWEEN: VOICE MOBILITY INC. With offices at: 180 - 13777 Commerce Court Richmond, BC V6V 2X3 (hereafter referred to as the "Company"), AND: DAVID GRINSTEAD 6696 WADE ROAD DELTA, BC V4E 2V7 (hereafter referred to as the "Executive"), WHEREAS: A. The Company is in the business of communications including the research and development of new technology, and the production, . . . 407751	Voice Mobility Voice Mobility International Inc. ( Communications Services ) As referenced in this Employment Contract: Voice Mobility International, Inc – that such change will not constitute a breach of this agreement. (e) The Company will provide the Employee with an option to purchase 500,000 shares of Common Stock or Voice Mobility International, Inc ., a Nevada corporation, pursuant to the terms and conditions of the 1999 Stock Option Plan (the "Plan") more particularly set out in the Option Agreement, attached as Schedule C _____________ dt 1444359
Preview Full Doc	2001	Escrow Agreement Escrow Agreement (86K) Doc #407731: Click preview link for longer preview. ESCROW AGREEMENT THIS AGREEMENT is made as of the 3rd day of July, 2001 AMONG: VOICE MOBILITY INTERNATIONAL, INC., a company incorporated under the laws of Nevada having a place of business at Suite 180, 13777 Commerce Parkway, Richmond, British Columbia, V6V 2X3; (the "Issuer"); AND: COMPUTERSHARE TRUST COMPANY OF CANADA, having a place of business at 4th Floor, 510 Burrard Street, Vancouver, British Columbia, V7Y 1H1; (the "Escrow Agent"); AND: THE UNDERSIGNED SECURITY HOLDERS OF THE ISSUER (the "Securityholders") (collectively, the "Parties"). WHEREAS: A. the Issuer is proposing to carry out a distribution to the public of equity securities of the Issuer pursuant to a prospectus filed with one or more Canadian securities regulatory authorities; B. in connection with the proposed distribution to the public, the Securityholders have agreed to deposit certain of their securities of the Issuer in escrow, to be held by an escrow agent in accordance with arrangements acceptable to the Canadian securities regulatory authorities having jurisdiction in the matter; and C. the Escrow Agent has agreed to hold such securities in accordance with the terms of this Agreement. NOW THEREFORE in consideration of the covenants contained in this agreement and other good and valuable consideration paid by each party to the others (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows: {PAGE} 2 1. INTERPRETATION 1.1 DEFINITIONS In this Agreement: (a) "ACKNOWLEDGMENT" means an acknowledgment and agreement to be bound, in the form of Schedule "C" to this Agreement; (b) "ADDITIONAL SECURITIES" means securities, ownership of or control or direction over which is acquired by a Securityholder subsequent to the date on which the Securityholder executes this Agreement or an Acknowledgement, that are: (i) securities of the Issuer, ownership of or control or direction over which is acquired by a Securityholder as a dividend or other distribution on Securities, upon the exercise by a Securityholder of a right of purchase, conversion or exchange attaching to Securities, or upon a subdivision or compulsory conversion or exchange of Securities, or (ii) New Securities of a Successor Issuer, ownership of or control or direction over which is acquired by a Securityholder in consideration for Securities and which are subject to escrow in accordance with section 6.4 of this Agreement; (c) "CANADIAN EXCHANGE" means the CDNX, the WSE, the ME and the TSE; (d) "CDNX" means the Canadian Venture Exchange Inc.; (e) "COMBINATION" means a bona fide formal take-over bid, plan of arrangement, amalgamation, merger or similar transaction; (f) "EMERGING ISSUER" means an issuer that: (i) has equity securities listed on the CDNX and is classified as a Tier 2 issuer thereon; or (ii) has equity securities listed on the ME or the WSE and meets requirements equivalent to the CDNX's Tier 2 requirements but not the CDNX's Tier 1 requirements; (g) "ESTABLISHED ISSUER" means an issuer that: (i) has equity securities listed on the TSE and is not classified as an exempt issuer thereon; (ii) has equity securities listed on the CDNX and is classified as a Tier 1 issuer thereon; or (iii) has equity securities listed on the ME or the WSE and meets requirements equivalent to the CDNX's Tier 1 requirements; (h) "EXCHANGE" means the Canadian Exchange on which the Issuer has its equity securities listed; {PAGE} 3 (i) "IPO" means the initial distribution to the public by the Issuer and/or by securityholders of the Issuer of equity securities of the Issuer pursuant to a prospectus filed with one or more Canadian security regulatory authorities; (j) "IPO PROSPECTUS" means the prospectus or amended prospectus pursuant to which the IPO was carried out; (k) "ISSUER'S CERTIFICATE" means a certificate signed by a director or officer of the Issuer, duly authorized to sign, as evidenced by a certified copy of a resolution of the board of directors of the Issuer attached to the certificate; (l) "LISTING DATE" means the date on which the Securities are first listed on a Canadian Exchange; (m) "ME" means Montreal Exchange; (n) "NEW SECURITIES" means equity securities and options of a Successor Issuer which are issued to a Securityholder in consideration for Securities in connection with a Combination; (o) "RELEASE DATES" mean: (i) with respect to an Established Issuer, the dates determined in accordance with clause 5.1(a); and (ii) with respect to an Emerging Issuer, the dates determined in accordance with clause 5.1(b); (p) "SECURITIES" means, in relation to a Securityholder, the securities of the Securityholder described in Schedule "A" to this Agreement, together with all Additional Securities of the Securityholder, at any time prior to their release from escrow in accordance with this Agreement; (q) "SECURITYHOLDER" means a holder of securities of the Issuer who executes this Agreement or an Acknowledgment; (r) "SENIOR OFFICER" of a person or company means: (i) the chair or a vice-chair of the board of directors, the president, the chief executive officer, the chief financial officer, a vice-president, the secretary, the treasurer or the general manager of the person or company, or any individual who performs functions for the person or company similar to those normally performed by an individual occupying any such office, and (ii) each of the five highest paid employees of the person or company, including any individual referred to in clause (a), excluding a commissioned salesperson who does not act in a managerial capacity; (s) "SUCCESSOR ISSUER" means an issuer that issues securities to a Securityholder in connection with a Combination involving the Issuer; {PAGE} 4 (t) "SUCCESSOR ISSUER'S CERTIFICATE" means a certificate signed by a director or officer of the Successor Issuer, duly authorized to sign, as evidenced by a certified copy of a resolution of the board of directors of the Successor Issuer attached to the certificate; (u) "TSE" means the Toronto Stock Exchange; and (v) "WSE" means the Winnipeg Stock Exchange; 1.2 TERMS DEFINED IN NATIONAL INSTRUMENT 14-101 DEFINITIONS Terms used in this Agreement that are defined in National Instrument 14-101 DEFINITIONS have the meanings ascribed to them in that National Instrument. 1.3 CONTROL OR DIRECTION For purposes of this Agreement, a person or company that has "control or direction" over securities includes a person or company that, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (a) voting power, including the power to direct the voting of, such securities; or (b) investment power, including the power to acquire or dispose, or to direct the acquisition or disposition of, such securities. In determining whether a person or company owns or has control or direction over securities carrying a certain percentage of the voting rights attached to outstanding voting securities, the voting rights attached to securities into which options (other than incentive options) are exercisable must, for that person or company, be treated as having been exercised. 2. ESCROW 407731	Voice Mobility Voice Mobility International Inc. ( Communications Services ) As referenced in this Escrow Agreement: VOICE MOBILITY INTERNATIONAL, INC – SEQUENCE}8 {FILENAME}a2054190zex-10_38.txt {DESCRIPTION}EXHIBIT 10.38 {TEXT} {PAGE} Exhibit 10.38 ESCROW AGREEMENT THIS AGREEMENT is made as of the 3rd day of July, 2001 AMONG: VOICE MOBILITY INTERNATIONAL, INC ., a company incorporated under the laws of Nevada having a place of business at Suite 180, 13777 Commerce Parkway, Richmond, British Columbia, V6V 2X3; (the "Issuer"); AND: COMPUTERSHARE TRUST _____________ Voice Mobility International, Inc – telecopier, the date of physical delivery, if delivered by hand or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the following: Voice Mobility International, Inc . Suite 180, 13777 Commerce Parkway Richmond, BC V6V 2X3 Attention: James Hewett Fax Number: (604) 232-4826 9.3 DELIVERIES TO SECURITYHOLDERS Subject to section 9.4, documents will _____________ VOICE MOBILITY INTERNATIONAL, INC – AND DELIVERED BY COMPUTERSHARE TRUST COMPANY OF CANADA per: -------------------------------------------- Authorized Signatory Name of Signatory: -------------------------- Title of Signatory: ------------------------- -------------------------------------------- Authorized Signatory Name of Signatory: -------------------------- Title of Signatory: ------------------------- SIGNED, SEALED AND DELIVERED BY VOICE MOBILITY INTERNATIONAL, INC . per: /s/ James Hewett -------------------------------------------- Authorized Signatory Name of Signatory: James Hewett -------------------------- Title of Signatory: CFO ------------------------- {PAGE} 19 SIGNED, SEALED AND DELIVERED BY PACIFIC WESTERN MORTGAGE CORPORATION per: /s/ William _____________ dt 1444349
Preview Full Doc	2001	Escrow Agreement Escrow Agreement (25K) Doc #407740: Click preview link for longer preview. ESCROW AGREEMENT THIS AGREEMENT is made effective as of the 29th day of December, 2000 among VOICE MOBILITY INTERNATIONAL, INC. ("VMI"), a Nevada corporation, and PAXXVIII HOLDINGS LTD., MADRONA INVESTMENTS LTD., WYNDEL CONSULTING LTD. and ALLIANCE EQUITIES LTD. (referred to herein collectively as "Investors") and OB SERVICES, INC. ("Escrow Agent"), an affiliate of OWEN, BIRD, Barristers and Solicitors. WITNESSES THAT WHEREAS: A. Pursuant to subscription agreements (the "Subscription Agreement") made as of the 29th day of December, 2000, Investors have agreed to purchase from VMI and VMI has agreed to issue to Investors an aggregate of $2,000,000 of newly designated Series B Non-Voting Convertible Preferred Stock of the capital stock of VMI (the "Preferred Stock") and warrants to purchase up to 500,000 shares of Common Stock of VMI at $1.75 per share up to November 30, 2003 (the "Warrants"). B. Investors have agreed to pay the full amount of the subscription price for the Preferred Stock (the "Investors' Funds") into Escrow Agent's trust account, to be held and disbursed in accordance with the terms of this Agreement. C. Escrow Agent has agreed to hold and deal with the Investors' Funds in accordance with this Agreement. NOW THEREFORE in consideration of the premises, the mutual covenants and conditions herein, the parties hereto agree as follows: ARTICLE 1 INTERPRETATION 1.1 DEFINED TERMS. For all purposes of this Agreement, the following terms have the following meanings, with such meanings to be equally applicable to both the singular and plural forms of the respective terms: a) "Business Day" means a day other than Saturday, Sunday or any statutory holiday in British Columbia. b) "Escrow Agent" means OB Services Inc. or its successor in the capacity as escrow agent under this Agreement from time to time. c) "Escrowed Funds" means the amount of US$1,999,985 in readily payable funds less any amounts paid out by the Escrow Agent from time to time pursuant to this Agreement. d) "Escrowed Documents" means 666,667 shares of Preferred Stock to be held and dealt with in accordance with the terms of this Agreement. -2- {PAGE} 1.2 ENTIRE AGREEMENT. This Agreement including any exhibits or schedules hereto and all documents delivered in support hereof sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of every kind and nature. 1.3 GOVERNING LAW. This Agreement and its validity, construction and performance shall be governed in all respects by the laws of the Province of British Columbia and all parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of British Columbia. 1.4 SEVERABILITY. If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby. 1.5 SUCCESSORS AND ASSIGNS. This Agreement and all action taken hereunder in accordance with the terms hereof shall be binding upon and enure to the benefit of the parties hereto and their respective successors and assigns. 1.6 COUNTERPARTS/HEADINGS. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. The headings contained herein are for purposes of reference only and shall not affect nor shall they be taken into consideration in determining the meaning or interpretation of the provisions hereof. 1.7 AMENDMENT/WAIVER. This Agreement shall not be changed, modified or amended except in writing signed by all the parties hereto. No failure or delay on the part of any party hereto in the exercise of any right hereunder in enforcing or requiring the compliance or performance by any of the other parties of any of the terms or conditions of this agreement shall operate as a waiver of any such right, or constitute a waiver of a breach of any such terms or conditions, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right, nor shall any of the aforementioned failures or delays affect or impair such rights generally in any way. The waiver by any party of a breach of any term or condition of this Agreement by any other party shall not operate as nor shall it be construed as a waiver of any subsequent breach thereof. 1.8 TIME. Time shall be in all respects of the essence herein. ARTICLE 2 APPOINTMENT OF ESCROW AGENT AND SUCCESSORS 2.1 PURPOSE OF AGREEMENT. This Agreement and the escrow created herein has been executed, delivered and established for the purpose of holding and delivering the Investors' Funds and the Escrowed Documents in accordance with the terms of the Subscription Agreement. -3- {PAGE} 2.2 APPOINTMENT OF ESCROW AGENT. Investors and VMI hereby appoint Escrow Agent to act as the escrow agent hereunder and Escrow Agent accepts its appointment and designation as such pursuant and subject to the terms and conditions herein. 2.3 SUCCESSORS. Escrow Agent may at any time resign by giving not less than 407740	Voice Mobility Voice Mobility International Inc. ( Communications Services ) As referenced in this Escrow Agreement: VOICE MOBILITY INTERNATIONAL, INC – 10.21 {SEQUENCE}3 {FILENAME}a2048122zex-10_21.txt {DESCRIPTION}EXHIBIT 10.21 {TEXT} {PAGE} ESCROW AGREEMENT THIS AGREEMENT is made effective as of the 29th day of December, 2000 among VOICE MOBILITY INTERNATIONAL, INC . ("VMI"), a Nevada corporation, and PAXXVIII HOLDINGS LTD., MADRONA INVESTMENTS LTD., WYNDEL CONSULTING LTD. and ALLIANCE EQUITIES LTD. (referred to herein collectively as "Investors") and OB SERVICES, INC. ("Escrow _____________ Voice Mobility International, Inc – demands and other communications to Escrow Agent shall be deemed to have been given and received on the date actually received by Escrow Agent: To Investors: ------------------- ------------------- ATTENTION: ------------------- Facsimile: --------- To VMI: Voice Mobility International, Inc . Suite 180 13777 Commerce Parkway Richmond, British Columbia V6V 2X3 ATTENTION: CHIEF FINANCIAL OFFICER Facsimile: (604) 232-4826 With copy to: Crosby, Heafey, Roach & May, P.C. 1901 Avenue _____________ VOICE MOBILITY INTERNATIONAL, INC – of the other parties as provided for herein. -8- {PAGE} IN WITNESS WHEREOF the parties have executed and delivered this Agreement as of the date first above written. {TABLE} {CAPTION} VOICE MOBILITY INTERNATIONAL, INC . PAXXVIII HOLDINGS LTD. {S} {C} Per: /s/ Per: /s/ ---------------------------------------- ----------------------------------------- Authorized Signatory Authorized Signatory MADRONA INVESTMENTS LTD., ALLIANCE EQUITIES LTD. Per: /s/ Per: /s/ ---------------------------------------- ----------------------------------------- Authorized Signatory Authorized Signatory WYNDEL CONSULTING _____________ VOICE MOBILITY INTERNATIONAL, INC – Per: /s/ ---------------------------------------- ----------------------------------------- Authorized Signatory Authorized Signatory {/TABLE} {PAGE} AMENDMENT NO. 1 TO ESCROW AGREEMENT Reference is made to the Escrow Agreement (the "Agreement") dated as of December 29, 2000 among VOICE MOBILITY INTERNATIONAL, INC . ("VMI"), a Nevada corporation, and PAXXVIII HOLDINGS LTD., MADRONA INVESTMENTS LTD., WYNDEL CONSULTING LTD. and ALLIANCE EQUITIES LTD. (referred to herein collectively as "Investors") and OB SERVICES, INC. ("Escrow _____________ VOICE MOBILITY INTERNATIONAL, INC – Agreement shall remain unaffected and in full force and effect. IN WITNESS WHEREOF the parties have executed and delivered this Amendment effective as of date first above written. {TABLE} {CAPTION} VOICE MOBILITY INTERNATIONAL, INC . PAXXVIII HOLDINGS LTD. {S} {C} Per: /s/ Per: /s/ ---------------------------------------- ----------------------------------------- Authorized Signatory Authorized Signatory MADRONA INVESTMENTS LTD., ALLIANCE EQUITIES LTD. Per: /s/ Per: /s/ ---------------------------------------- ----------------------------------------- Authorized Signatory Authorized Signatory WYNDEL CONSULTING _____________ dt 1444353 ;	Crosby Heafey Crosby, Heafey, Roach & May ( Legal ) As referenced in this Escrow Agreement: Crosby, Heafey – Investors: ------------------- ------------------- ATTENTION: ------------------- Facsimile: --------- To VMI: Voice Mobility International, Inc. Suite 180 13777 Commerce Parkway Richmond, British Columbia V6V 2X3 ATTENTION: CHIEF FINANCIAL OFFICER Facsimile: (604) 232-4826 With copy to: Crosby, Heafey , Roach & May, P.C. 1901 Avenue of the Stars, Suite 700 Los Angeles, California 90067 Attention: John M. Iino, Esq. Facsimile: (310) 734-5299 To Escrow Agent: OB Services _____________ dt 1399124
Preview Full Doc	2003	Exchange Agreement Exchange Agreement (110K) Doc #171180: Click preview link for longer preview. EXCHANGE AGREEMENT THIS AGREEMENT MADE EFFECTIVE AS OF THE 9th DAY OF SEPTEMBER, 2003 (the "Effective Date"), EXECUTED ON THE ______ DAY OF SEPTEMBER, 2003. BETWEEN: __________________________________________________________ (the "Shareholder") AND: VOICE MOBILITY INC., a corporation continued under the federal laws of Canada having a place of business at Suite 100, 4190 Lougheed Highway, Burnaby, B.C. V5C 6A8 ("VMI") AND: VOICE MOBILITY INTERNATIONAL, INC., a company incorporated under the laws of the State of Nevada having a place of business at Suite 100, 4190 Lougheed Highway , Burnaby, B.C. V5C 6A8 ("International") WHEREAS: A. The Shareholder is the owner of ________ shares (the "Shares") of Series B Non-Voting Convertible Preferred Stock of International; B. VMI and International are undertaking a restructuring (the "Restructuring") of their existing debt and equity capital to be completed on the Closing Date (as defined below); C. The Shareholder has agreed to exchange the Shares and VMI and International have agreed to issue a Series C Promissory Note of VMI (the "Series C Note") and a warrant (the "Warrant") to purchase _______ common shares of International at $0.425 per share for five years from the Closing Date (as defined below) to the Shareholder on the terms and conditions set forth in this Agreement; and D. International has agreed to guarantee the repayment of the Series C Note. NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained, the parties hereto do covenant and agree (the "Agreement") each with the other as follows: 1. Representations and Warranties 1.1 In order to induce VMI and International to enter into this Agreement and complete its obligations hereunder, the Shareholder represents and warrants to VMI and International, that: -2- (a) the Shares registered in the name of the Shareholder are beneficially owned by the Shareholder as set forth in the recitals to this Agreement, free and clear of all trade restrictions, liens, charges or encumbrances of any kind whatsoever; (b) except as is provided for by operation of this Agreement, there are no options, shareholder or other agreements, rights of first refusal, shotgun provisions, piggy-back rights or other rights of any kind whatsoever to acquire all or any of his, her or its Shares or any interest in them or which in any way encumber all or any of his, her or its Shares; (c) he, she or it has good and sufficient right and authority to enter into this Agreement and to carry out his, her or its obligations under this Agreement on the terms and conditions set forth herein, and this Agreement is a binding agreement on him, her or it enforceable against him, her or it in accordance with its terms and conditions; (d) to the extent that they might prevent him, her or it from meeting his, her or its obligations under this Agreement, there are no outstanding actions, litigation, arbitration proceedings, suits, judgments, investigations, enforcement of security proceedings, bankruptcy, insolvency or receivership proceedings or other proceedings of any kind whatsoever including, without limitation, divorce, separation, support, maintenance or division of asset proceedings if such Shareholder is a natural person, against or affecting him, her or it at law or in equity or before or by any person or entity or by any federal, provincial, state, municipal or other government department, commission, board, bureau or agency of any kind whatsoever nor are there, to the best of his, her or its knowledge, any pending or threatened; (d) the execution and delivery of this Agreement and the performance of his, her or its obligations under this Agreement will not conflict with, or result in the breach of or the acceleration of any indebtedness under, or constitute default, under any indenture, mortgage, agreement, lease, licence or other instrument of any kind whatsoever to which he, she or it is a party or by which he, she or it is bound, or any judgment or order of any kind whatsoever of any court or administrative body of any kind whatsoever by which he, she or it is bound; and (e) the Shareholder has not incurred any liability for brokers' or finder's fees of any kind whatsoever with respect to this Agreement or any transaction contemplated under this Agreement. 1.2 The representations and warranties of the Shareholder are true and correct as of the Effective Date and shall be true and correct at the Time of Closing as though they were made at that time, and should such not be the case, VMI shall be entitled, provided it provides notice of same to the Shareholder within a period of one year following the Closing, to seek remedy against such Shareholder for any such misrepresentation or breach of warranty. 2. Exchange 2.1 Subject to the terms and conditions of this Agreement, the Shareholder agrees to exchange, his, her or its Shares with VMI for a Series C Note of VMI in the principal amount of $______ and having the terms and conditions as attached as Schedule "A", and the Warrant having the terms and conditions as attached as Schedule "B", and VMI and International agree with the Shareholder to exchange all of his, her or its Shares for the Series C Note and the Warrant on the Closing Date. 2.2 If at any time while this Warrant is outstanding International undertakes a consolidation of its share capital (the "Consolidation"), the parties agree that the holder shall be entitled to request International adjust (the "Adjust" or "Adjustment") the exercise price of the Warrant on the following 171180	Voice Mobility Voice Mobility International Inc. ( Communications Services ) As referenced in this Exchange Agreement: VOICE MOBILITY INTERNATIONAL, INC – the federal laws of Canada having a place of business at Suite 100, 4190 Lougheed Highway, Burnaby, B.C. V5C 6A8 ("VMI") AND: VOICE MOBILITY INTERNATIONAL, INC ., a company incorporated under the laws of the State of Nevada having a place of business at Suite 100, 4190 Lougheed Highway , _____________ VOICE MOBILITY INTERNATIONAL, INC – THE CORPORATE SEAL of VOICE MOBILITY INC. was hereunto affixed in the presence of: ______________________________________ Authorized Signatory ) ) ) ) ) ) c/s THE CORPORATE SEAL of VOICE MOBILITY INTERNATIONAL, INC . was hereunto affixed in the presence of: ______________________________________ Authorized Signatory ) ) ) ) ) ) c/s -6- SIGNED, SEALED & DELIVERED by _______________________ in the presence of: _____________ Voice Mobility International, Inc – to the Holder under any Security Document ("Security Documents" refer to the guarantee agreement (the "Guarantee Agreement") entered into between the Agent and Voice Mobility International, Inc . (the "Guarantor") and the general security agreement entered into between the Agent and the Company, to be due whereupon the same shall _____________ VOICE MOBILITY INTERNATIONAL, INC – Warrant No. T - ___________ Date: September 9, 2003 _______________ Common Shares Void after Par Value September 8, 2008 CLASS T SHARE PURCHASE WARRANT VOICE MOBILITY INTERNATIONAL, INC . (the "Company") This is to certify that, for value received, __________________ (the "Warrant Holder") of __________________ has the right to purchase from _____________ VOICE MOBILITY INTERNATIONAL, INC – be hereto affixed and this warrant certificate to be signed by one of its directors as of the _______________ day of _____________________, 2003. VOICE MOBILITY INTERNATIONAL, INC . Per: __________________________________ Authorized Signatory IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS _____________ dt 278093 ;	Voice Mobility Inc.
Preview Full Doc	2003	Exchange Agreement Exchange Agreement (110K) Doc #407704: Click preview link for longer preview. EXCHANGE AGREEMENT THIS AGREEMENT MADE EFFECTIVE AS OF THE 9th DAY OF SEPTEMBER, 2003 (the "Effective Date"), EXECUTED ON THE ______ DAY OF SEPTEMBER, 2003. BETWEEN: __________________________________________________________ (the "Shareholder") AND: VOICE MOBILITY INC., a corporation continued under the federal laws of Canada having a place of business at Suite 100, 4190 Lougheed Highway, Burnaby, B.C. V5C 6A8 ("VMI") AND: VOICE MOBILITY INTERNATIONAL, INC., a company incorporated under the laws of the State of Nevada having a place of business at Suite 100, 4190 Lougheed Highway , Burnaby, B.C. V5C 6A8 ( . . . 407704	Voice Mobility Voice Mobility International Inc. ( Communications Services ) As referenced in this Exchange Agreement: VOICE MOBILITY INTERNATIONAL, INC – VOICE MOBILITY INC., a corporation continued under the federal laws of Canada having a place of business at Suite 100, 4190 Lougheed Highway, Burnaby, B.C. V5C 6A8 ("VMI") AND: VOICE MOBILITY INTERNATIONAL, INC ., a company incorporated under the laws of the State of Nevada having a place of business at Suite 100, 4190 Lougheed Highway , Burnaby, B.C. V5C 6A8 ("International") WHEREAS: _____________ VOICE MOBILITY INTERNATIONAL, INC – of the Effective Date first above written. THE CORPORATE SEAL of VOICE MOBILITY INC. was hereunto affixed in the presence of: ______________________________________ Authorized Signatory ) ) ) ) ) ) c/s THE CORPORATE SEAL of VOICE MOBILITY INTERNATIONAL, INC . was hereunto affixed in the presence of: ______________________________________ Authorized Signatory ) ) ) ) ) ) c/s -6- SIGNED, SEALED & DELIVERED by _______________________ in the presence of: ______________________________________ Signature of Witness Name of _____________ Voice Mobility International, Inc – and every kind owing by the Company to the Holder under any Security Document ("Security Documents" refer to the guarantee agreement (the "Guarantee Agreement") entered into between the Agent and Voice Mobility International, Inc . (the "Guarantor") and the general security agreement entered into between the Agent and the Company, to be due whereupon the same shall be immediately due and payable without presentment, _____________ VOICE MOBILITY INTERNATIONAL, INC – THE PRIOR WRITTEN CONSENT OF THE COMPANY. Warrant No. T - ___________ Date: September 9, 2003 _______________ Common Shares Void after Par Value September 8, 2008 CLASS T SHARE PURCHASE WARRANT VOICE MOBILITY INTERNATIONAL, INC . (the "Company") This is to certify that, for value received, __________________ (the "Warrant Holder") of __________________ has the right to purchase from the Company, upon and subject to the _____________ VOICE MOBILITY INTERNATIONAL, INC – Company has caused its common seal to be hereto affixed and this warrant certificate to be signed by one of its directors as of the _______________ day of _____________________, 2003. VOICE MOBILITY INTERNATIONAL, INC . Per: __________________________________ Authorized Signatory IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND _____________ dt 1444339
Preview Full Doc	2003	Loan Subscription Agreement Loan Subscription Agreement (105K) Doc #171181: Click preview link for longer preview. LOAN SUBSCRIPTION AGREEMENT TO: VOICE MOBILITY INC. RE: Sale of Units of Voice Mobility Inc. Details of Subscription The undersigned (the "Lender") hereby irrevocably agrees to lend to Voice Mobility Inc. (the "Company"), subject to the terms and conditions set forth in this loan subscription agreement (the "Agreement"), that principal amount as set forth below, and receives for such loan a unit (the "Unit") that consists of a promissory note (the "Note") issued by the Company for the full amount of the Subscription Funds and a non-transferable share purchase warrant (the "Warrant") issued by Voice Mobility International, Inc. ("VMII"). VMII has agreed to guarantee the repayment of the amount outstanding under the Note. The terms of the Note and the Warrant are in the form attached as Schedules C and D attached hereto. The Note and the Warrant are collectively referred to as the "Securities". The particulars of this offering and other terms and conditions applicable thereto are set out in Schedule "A" to this Agreement. Certain representations and warranties to be made by the Lender so that the Company can ensure compliance with applicable securities laws are set out in Schedules "B" and "F" to this Agreement. The terms of the appointment of an agent to act on behalf of the Lenders with respect to the guarantee granted to the Lender shall be set out in Schedule "H" to this Agreement. Each such schedule (and all attachments and appendices thereto) forms a part of this Agreement and the Lender should review each carefully. Principal Amount subscribed: Cdn.$ ________ (the "Subscription Funds") EXECUTION BY LENDER _____________________________________________ Signature of Individual Lender or Authorized Signatory of Lender (if Lender is not an individual) _____________________________________________ Name of Lender _____________________________________________ Name(s) of Beneficial Owner(s) _____________________________________________ Signature of Witness _____________________________________________ Print/Type Name of Witness _____________________________________________ Address of Lender _____________________________________________ _____________________________________________ Name of Contact Person, if Lender not an individual _____________________________________________ Telephone Number of Lender or Contact Person _____________________________________________ Facsimile Number of Lender or Contact Person Executed by the Lender this __________ day of _________________, 2003. Please complete the following section if you require the certificate(s) representing the Securities to appear in the name of an intermediary, such as your broker or RRSP, or require the certificate(s) to be delivered to an address other than that shown above. REGISTRATION INSTRUCTIONS DELIVERY INSTRUCTIONS _____________________________________________ Name to appear on certificate(s) _____________________________________________ Name and account reference, if applicable _____________________________________________ Account reference, if applicable _____________________________________________ Contact Person _____________________________________________ Address of Intermediary _____________________________________________ _____________________________________________ Address for Delivery _____________________________________________ _____________________________________________ Telephone Number of Contact Person ACCEPTANCE The foregoing is accepted by the Company as of the ____ day of _______________, 2003. VOICE MOBILITY INC. Per: VOICE MOBILITY INTERNATIONAL, INC. Per: SCHEDULE "A" TERMS OF OFFERING This is Schedule "A" to the loan subscription agreement (the "Agreement") relating to the purchase of Units. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. In consideration of the covenants and agreements herein, and one payment of one dollar made by each party to the other, the receipt and sufficiency of which is acknowledged by each party, the parties agree as follows: 1. Offering 1.1 The Notes subscribed for hereunder form part of an offering (the "Offering") of promissory notes in the aggregate principal amount of up to Cdn.$500,000. All dollar amounts are Canadian dollars except where indicated otherwise. There is no minimum subscription amount. 2. Definitions 2.1 In this Agreement and the schedules to this Agreement, the defined terms set out on the first page of the Agreement shall apply and, unless the context otherwise requires: (a) "Agent" means William H. Laird, acting as agent for the benefit of the Lenders under the Guarantee; (b) "Business Day" means any day except Saturday, Sunday or a statutory holiday in Vancouver, British Columbia; (c) "Claim" means any claim of any nature whatsoever including any demand, cause of action, suit or proceeding; (d) "Closing Date" means on or about September 9, 2003 or such other date as the Lender and the Company may agree; (e) "Closing Time" means 10:00 a.m. (Vancouver time) on the Closing Date or such other time on the Closing Date as the Lender and the Company may agree; (f) "Exemptions" means applicable exemptions from the registration and prospectus or equivalent requirements of the Securities Laws in the Qualifying Provinces; (g) "Guarantee Agreement" means the guarantee agreement entered into between the Guarantor and the Agent; (h) "Guarantor" means VMII; (i) "Holders" means the Lenders and all other Persons from time to time holding any of the Notes; (j) "Lenders" means those persons who subscribe for the Units under the Offering; (k) "Loss" means any loss whatsoever, whether direct or indirect, including expenses, costs, damages, judgments, penalties, awards, assessments, fines and all fees, disbursements and expenses of counsel, experts and consultants; (l) "Person" means an individual, corporation, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator, or other legal representative; (m) "Qualifying Provinces" means the province of British Columbia and certain offshore jurisdictions outside of Canada "Qualifying Province" means, as the context requires, any one of the Qualifying Provinces; (n) "Required Holders" means, at any time, Holders which are then in compliance with their obligations hereunder (as determined by the Agent) and holding Notes representing more than 50% of the aggregate outstanding principal amount of all outstanding Notes; (o) "Securities Laws" means the securities laws, regulations and rules, and the policies and written interpretations of, and multi-lateral or national instruments adopted by, the Securities Regulators of all of the Qualifying Provinces or, as the context may require, any one or more of the Qualifying Provinces; (p) "Securities Regulators" means the securities commissions or other securities regulatory authorities of all of the Qualifying Provinces or the relevant Qualifying Province as the context so requires; (q) "Transaction Documents" means this Loan Agreement and the Guarantee Agreement; and (r) "VMII" means Voice Mobility International Inc. 171181	Voice Mobility Voice Mobility International Inc. ( Communications Services ) As referenced in this Loan Subscription Agreement: Voice Mobility International, Inc – issued by the Company for the full amount of the Subscription Funds and a non-transferable share purchase warrant (the "Warrant") issued by Voice Mobility International, Inc . ("VMII"). VMII has agreed to guarantee the repayment of the amount outstanding under the Note. The terms of the Note and the _____________ VOICE MOBILITY INTERNATIONAL, INC – of Contact Person ACCEPTANCE The foregoing is accepted by the Company as of the ____ day of _______________, 2003. VOICE MOBILITY INC. Per: VOICE MOBILITY INTERNATIONAL, INC . Per: SCHEDULE "A" TERMS OF OFFERING This is Schedule "A" to the loan subscription agreement (the "Agreement") relating to the purchase of _____________ Voice Mobility International Inc – relevant Qualifying Province as the context so requires; (q) "Transaction Documents" means this Loan Agreement and the Guarantee Agreement; and (r) "VMII" means Voice Mobility International Inc . 3. Terms of the Loans 3.1 Notes. The Company will issue to the Lender, as evidence of the indebtedness, a Note _____________ VOICE MOBILITY INTERNATIONAL, INC – No. R - __________________ Date: September 9, 2003 _________________Common Shares Void After $0.001 Par Value September 8, 2008 CLASS R SHARE PURCHASE WARRANT VOICE MOBILITY INTERNATIONAL, INC . (the "Company") This is to certify that, for value received, _______________________ (the "Warrant Holder") of ______________ has the right to purchase from _____________ VOICE MOBILITY INTERNATIONAL, INC – be hereto affixed and this warrant certificate to be signed by one of its directors as of the _______________ day of _____________________, 2003. VOICE MOBILITY INTERNATIONAL, INC . Per: Authorized Signatory IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF _____________ dt 278095 ;	Voice Mobility Inc.
Preview Full Doc	2004	Loan Subscription Agreement Loan Subscription Agreement (65K) Doc #407689: Click preview link for longer preview. LOAN SUBSCRIPTION AGREEMENT TO: VOICE MOBILITY INC. Suite 100, 4190 Lougheed Highway Burnaby, B.C. V5C 6A8 RE: Sale of Promissory Notes of Voice Mobility Inc. Details of Subscription The undersigned (the "Lender") hereby irrevocably agrees to lend to Voice Mobility Inc. (the "Company"), subject to the terms and conditions set forth in this loan subscription agreement (the "Agreement"), that principal amount as set forth below, and receives for such loan a promissory note (the "Note") having the terms and conditions provided for herein. The particulars of this offering and other . . . 407689	Voice Mobility Voice Mobility International Inc. ( Communications Services ) As referenced in this Loan Subscription Agreement: Voice Mobility International, Inc – Agreement" means the general security agreement entered into between the Company and the Agent; "Guarantee Agreement" means the guarantee agreement entered into between the Guarantor and the Agent; "Guarantor" means Voice Mobility International, Inc .; "Holders" means the Lenders and all other Persons from time to time holding any of the Notes; "Lenders" means those persons who subscribe for the Notes under the Offering; " _____________ Voice Mobility International, Inc – security agreements entered into between the Company and the Agent; 1.6 "Guarantee Agreement" means the guarantee agreement entered into between the Guarantor and the Agent; 1.7 "Guarantor" means Voice Mobility International, Inc .; 1.8 "Holders" means the Lender and all other Persons from time to time holding any of the Notes; 1.9 "Lenders" means those persons who subscribe for the _____________ Voice Mobility International, Inc – and every kind owing by the Company to the Holder under any Security Document ("Security Documents" refer to the guarantee agreement (the "Guarantee Agreement") entered into between the Agent and Voice Mobility International, Inc . (the "Guarantor") and the general security agreement entered into between the Agent and the Company, to be due whereupon the same shall be immediately due and payable without presentment, _____________ dt 1444333
Preview Full Doc	2004	Loan Subscription Agreement Loan Subscription Agreement (70K) Doc #407700: Click preview link for longer preview. LOAN SUBSCRIPTION AGREEMENT TO: VOICE MOBILITY INC. Suite 100, 4190 Lougheed Highway Burnaby, B.C. V5C 6A8 RE: Sale of Promissory Notes of Voice Mobility Inc. Details of Subscription The undersigned (the "Lender") hereby irrevocably agrees to lend to Voice Mobility Inc. (the "Company"), subject to the terms and conditions set forth in this loan subscription agreement (the "Agreement"), that principal amount as set forth below, and receives for such loan a promissory note (the "Note") having the terms and conditions provided for herein. The . . . 407700	Voice Mobility Voice Mobility International Inc. ( Communications Services ) As referenced in this Loan Subscription Agreement: Voice Mobility International, Inc – the general security agreement entered into between the Company and the Agent; (h) "Guarantee Agreement" means the guarantee agreement entered into between the Guarantor and the Agent; (i) "Guarantor" means Voice Mobility International, Inc .; 2 (j) "Holders" means the Lenders and all other Persons from time to time holding any of the Notes; (k) "Lenders" means those persons who subscribe for the Notes _____________ Voice Mobility International, Inc – agreements entered into between the Company and the Agent; 1.6 "Guarantee Agreement" means the guarantee agreement entered into between the Guarantor and the Agent; 6 1.7 "Guarantor" means Voice Mobility International, Inc .; 1.8 "Holders" means the Lender and all other Persons from time to time holding any of the Notes; 1.9 "Lenders" means those persons who subscribe for the _____________ Voice Mobility International, Inc – and every kind owing by the Company to the Holder under any Security Document ("Security Documents" refer to the guarantee agreement (the "Guarantee Agreement") entered into between the Agent and Voice Mobility International, Inc . (the "Guarantor") and the general security agreement entered into between the Agent and the Company, to be due whereupon the same shall be immediately due and payable without presentment, _____________ dt 1444338
Preview Full Doc	2003	Loan Subscription Agreement Loan Subscription Agreement (105K) Doc #407705: Click preview link for longer preview. LOAN SUBSCRIPTION AGREEMENT TO: VOICE MOBILITY INC. RE: Sale of Units of Voice Mobility Inc. Details of Subscription The undersigned (the "Lender") hereby irrevocably agrees to lend to Voice Mobility Inc. (the "Company"), subject to the terms and conditions set forth in this loan subscription agreement (the "Agreement"), that principal amount as set forth below, and receives for such loan a unit (the "Unit") that consists of a promissory note (the "Note") issued by the Company for the full amount of the Subscription Funds and a non-transferable share purchase warrant (the "Warrant") . . . 407705	Voice Mobility Voice Mobility International Inc. ( Communications Services ) As referenced in this Loan Subscription Agreement: Voice Mobility International, Inc – consists of a promissory note (the "Note") issued by the Company for the full amount of the Subscription Funds and a non-transferable share purchase warrant (the "Warrant") issued by Voice Mobility International, Inc . ("VMII"). VMII has agreed to guarantee the repayment of the amount outstanding under the Note. The terms of the Note and the Warrant are in the form attached as _____________ VOICE MOBILITY INTERNATIONAL, INC – Address for Delivery _____________________________________________ _____________________________________________ Telephone Number of Contact Person ACCEPTANCE The foregoing is accepted by the Company as of the ____ day of _______________, 2003. VOICE MOBILITY INC. Per: VOICE MOBILITY INTERNATIONAL, INC . Per: SCHEDULE "A" TERMS OF OFFERING This is Schedule "A" to the loan subscription agreement (the "Agreement") relating to the purchase of Units. Capitalized terms used herein and not _____________ Voice Mobility International Inc – all of the Qualifying Provinces or the relevant Qualifying Province as the context so requires; (q) "Transaction Documents" means this Loan Agreement and the Guarantee Agreement; and (r) "VMII" means Voice Mobility International Inc . 3. Terms of the Loans 3.1 Notes. The Company will issue to the Lender, as evidence of the indebtedness, a Note in the form attached as Schedule D _____________ VOICE MOBILITY INTERNATIONAL, INC – PRIOR WRITTEN CONSENT OF THE COMPANY. Warrant No. R - __________________ Date: September 9, 2003 _________________Common Shares Void After $0.001 Par Value September 8, 2008 CLASS R SHARE PURCHASE WARRANT VOICE MOBILITY INTERNATIONAL, INC . (the "Company") This is to certify that, for value received, _______________________ (the "Warrant Holder") of ______________ has the right to purchase from the Company, upon and subject to the _____________ VOICE MOBILITY INTERNATIONAL, INC – Company has caused its common seal to be hereto affixed and this warrant certificate to be signed by one of its directors as of the _______________ day of _____________________, 2003. VOICE MOBILITY INTERNATIONAL, INC . Per: Authorized Signatory IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS _____________ dt 1444340
Preview Full Doc	2003	Loan Subscription Agreement Loan Subscription Agreement (69K) Doc #407713: Click preview link for longer preview. LOAN SUBSCRIPTION AGREEMENT TO: VOICE MOBILITY INC. RE: Sale of Promissory Notes of Voice Mobility Inc. Details of Subscription The undersigned (the "Lender") hereby irrevocably agrees to make advances to Voice Mobility Inc. (the "Company"), subject to the terms and conditions set forth in this loan subscription agreement (the "Agreement"), upon certain dates and upon the Company achieving certain milestones where applicable, but so that the aggregate principal amount shall not exceed Cdn$900,000 (the "Loan Funds"), and the Lender receives for each such advance a promissory note (the . . . 407713	Voice Mobility Voice Mobility International Inc. ( Communications Services ) As referenced in this Loan Subscription Agreement: Voice Mobility International, Inc – the general security agreement entered into between the Company and the Agent; (h) "Guarantee Agreement" means the guarantee agreement entered into between the Guarantor and the Agent; (i) "Guarantor" means Voice Mobility International, Inc .; -2- (j) "Holders" means the Lenders and all other Persons from time to time holding any of the Notes; (k) "Lenders" means those persons who subscribe for the Notes _____________ Voice Mobility International, Inc – and every kind owing by the Company to the Holder under any Security Document ("Security Documents" refer to the guarantee agreement (the "Guarantee Agreement") entered into between the Agent and Voice Mobility International, Inc . (the "Guarantor") and the general security agreement entered into between the Agent and the Company, to be due whereupon the same shall be immediately due and payable without presentment, _____________ dt 1444344
Preview Full Doc	2003	Loan Subscription Agreement Loan Subscription Agreement (69K) Doc #407714: Click preview link for longer preview. LOAN SUBSCRIPTION AGREEMENT TO: VOICE MOBILITY INC. RE: Sale of Promissory Notes of Voice Mobility Inc. Details of Subscription The undersigned (the "Lender") hereby irrevocably agrees to make advances to Voice Mobility Inc. (the "Company"), subject to the terms and conditions set forth in this loan subscription agreement (the "Agreement"), upon certain dates and upon the Company achieving certain milestones where applicable, but so that the aggregate principal amount shall not exceed Cdn$900,000 (the "Loan Funds"), and the Lender receives for each such advance a promissory note (the . . . 407714	Voice Mobility Voice Mobility International Inc. ( Communications Services ) As referenced in this Loan Subscription Agreement: Voice Mobility International, Inc – the general security agreement entered into between the Company and the Agent; (h) "Guarantee Agreement" means the guarantee agreement entered into between the Guarantor and the Agent; (i) "Guarantor" means Voice Mobility International, Inc .; -2- (j) "Holders" means the Lenders and all other Persons from time to time holding any of the Notes; (k) "Lenders" means those persons who subscribe for the Notes _____________ Voice Mobility International, Inc – and every kind owing by the Company to the Holder under any Security Document ("Security Documents" refer to the guarantee agreement (the "Guarantee Agreement") entered into between the Agent and Voice Mobility International, Inc . (the "Guarantor") and the general security agreement entered into between the Agent and the Company, to be due whereupon the same shall be immediately due and payable without presentment, _____________ dt 1444345
Preview Full Doc	2005	Loan Subscription Agreement Loan Subscription Agreement (68K) Doc #1067344: Click preview link for longer preview. 2 ex1067post.htm EXHIBIT 10.67 LOAN SUBSCRIPTION AGREEMENT TO: VOICE MOBILITY INC. Suite 100, 4190 Lougheed Highway Burnaby, B.C. V5C 6A8 RE: Sale of Promissory Notes of Voice Mobility Inc. Details of Subscription The undersigned (the “Lender”) hereby irrevocably agrees to lend to Voice Mobility Inc. (the “Company”), subject to the terms and conditions set forth in this loan subscription agreement (the “Agreement”), that principal . . . 1067344	Voice Mobility Voice Mobility International Inc. ( Communications Services ) As referenced in this Loan Subscription Agreement: Voice Mobility International, Inc – entered into between the Company and the Agent; (h) “Guarantee Agreement” means the guarantee agreement entered into between the Guarantor and the Agent; (i) “Guarantor” means Voice Mobility International, Inc .; - 2 - (j) “Holders” means the Lenders and all other Persons from time to time holding any of the Notes; (k) “Lenders” means those persons who _____________ Voice Mobility International, Inc – between the Company and the Agent; 1.6 “Guarantee Agreement” means the guarantee agreement entered into between the Guarantor and the Agent; 1.7 “Guarantor” means Voice Mobility International, Inc .; 1.8 “Holders” means the Lender and all other Persons from time to time holding any of the Notes; 1.9 “Lenders” means those persons _____________ Voice Mobility International, Inc – kind owing by the Company to the Holder under any Security Document (“Security Documents” refer to the guarantee agreement (the "Guarantee Agreement") entered into between the Agent and Voice Mobility International, Inc . (the "Guarantor") and the general security agreement entered into between the Agent and the Company, to be due whereupon the same shall be immediately due and payable without presentment, _____________ dt 1444363
Preview Full Doc	2003	Master License and Service Agreement Master License and Service Agreement (154K) Doc #193618: Click preview link for longer preview. MASTER LICENSE AND SERVICE AGREEMENT VOICE MOBILITY INTERNATIONAL, INC. and AVAYA INC. THIS MASTER LICENSE AND SERVICE AGREEMENT (the "Agreement") is made by and between Voice Mobility International Inc., a Nevada corporation having a place of business at 318 North Carson Street, Suite 208,Carson City, NV 89701 ("Licensor") and Avaya Inc., a Delaware corporation having a principle place of business at 211 Mount Airy Road, Basking Ridge, NJ 07920 ("Avaya"). RECITALS Whereas, Licensor has developed and is engaged in selling, marketing, supporting and maintaining certain software products that are listed in Schedule A which, along with their associated Documentation, are collectively described in this Agreement as the "Licensed Products"; and Whereas, Avaya and/or certain Associated Entities (as defined below) wish to be appointed as non-exclusive authorized distributors of the Licensed Products and related services to Service Providers for use in providing voicemail services to their customers and to End Users for use by their employees; and Whereas, Avaya wishes to offer Service Providers and End Users hosted voicemail services that utilize Licensed Products; Whereas, Licensor possesses the authority and rights necessary to grant Avaya the rights necessary for Avaya to serve as a distributor of the Licensed Products and related services, and to provide hosted voicemail services; and Whereas, Licensor desires to provide Avaya and/or certain Associated Entities with such rights upon the terms and conditions set forth in this Agreement. Now, therefore the parties, intending to be legally bound, hereby agree as follows: 1. SCOPE OF AGREEMENT This Agreement shall serve as the Master Agreement under which Licensor shall license Licensed Products and provide related support services to Avaya and its Authorized Providers for sublicensing and resale to a) Service Providers for the provision of voicemail services to their end use customers and b) End Users for their internal use, and so that Avaya can provide hosted voicemail services to Service Providers for resale to their end user customers and to End Users for their internal use. While the principal object of this agreement is the licensing of Licensor's standard Licensed Products and related services, the parties acknowledge that it may be necessary from time-to-time for Licensor to develop customized software and/or customized software maintenance and support services in order to meet the requirements of End Users and Service Provider customers or requirements of Avaya Hosted Solutions. Such customized software development, maintenance and support shall be undertaken by Licensor only pursuant to separate agreement .The provisions of this Agreement may be incorporated by reference into Participation Agreements to be entered between Licensor and an Associated Entity. The provisions of this Agreement, as incorporated into a Participation Agreement, and the applicable Participation Agreement shall apply in relation to any Purchase Order that is submitted by the Associated Entity that is party to such Participation Agreement and that quotes the Avaya contract number of the applicable Participation Agreement. Licensor shall look only to the Associated Entity that is party to a Participation Agreement for performance of any obligations under the Participation Agreement. 2. APPOINTMENT AND DUTIES Subject to the provisions of this Agreement, Licensor appoints Avaya as a non-exclusive authorized distributor of the Licensed Products and related services described in Schedule A and a non-exclusive provider of hosted voicemail services that utilize Licensed Products, and Avaya accepts such appointment. Avaya may sublicense the Licensed Products and resell the related services to Service Providers and End Users either directly or through Authorized Providers, and may use the Licensed Products and related services to provide hosted voicemail services to Service Providers for resale to their end user customers and to End Users for their internal use. The Licensed Products and related services will be branded as Avaya products and services as further specified in this Agreement and will be presented to the public by Avaya either as stand-alone services or bundled with an Avaya Product. 3. DEFINITIONS Unless the context clearly requires otherwise, the following expressions have the following meanings: 3.1 "Agreement" means, as the context requires, (i) the terms and conditions provided in this Agreement between Licensor and Avaya; or (ii) the contract formed between an Associated Entity and Licensor when a Participation Agreement is executed, including any Purchase Orders executed pursuant to a Participation Agreement. References to this "Agreement" shall be deemed to include its Schedules and Exhibits, which are incorporated by reference. 193618	Voice Mobility Voice Mobility International Inc. ( Communications Services ) As referenced in this Master License and Service Agreement: VOICE MOBILITY INTERNATIONAL, INC – and Exchange Commission pursuant to a Request for Confidential Treatment. Redacted/omitted portions are indicated with the notation: * MASTER LICENSE AND SERVICE AGREEMENT VOICE MOBILITY INTERNATIONAL, INC . and AVAYA INC. THIS MASTER LICENSE AND SERVICE AGREEMENT (the "Agreement") is made by and between Voice Mobility International Inc., a Nevada _____________ Voice Mobility International Inc –** AND SERVICE AGREEMENT VOICE MOBILITY INTERNATIONAL, INC. and AVAYA INC. THIS MASTER LICENSE AND SERVICE AGREEMENT (the "Agreement") is made by and between Voice Mobility International Inc ., a Nevada corporation having a place of business at 318 North Carson Street, Suite 208,Carson City, NV 89701 ("Licensor") and Avaya _____________ dt 278099 ;	Avaya Avaya Inc. ( Communications Equipment ) As referenced in this Master License and Service Agreement: AVAYA INC – the Securities and Exchange Commission pursuant to a Request for Confidential Treatment. Redacted/omitted portions are indicated with the notation: * MASTER LICENSE AND SERVICE AGREEMENT VOICE MOBILITY INTERNATIONAL, INC. and AVAYA INC . THIS MASTER LICENSE AND SERVICE AGREEMENT (the "Agreement") is made by and between Voice Mobility International Inc., a Nevada corporation having a place of business at 318 North Carson _____________ Avaya Inc – is made by and between Voice Mobility International Inc., a Nevada corporation having a place of business at 318 North Carson Street, Suite 208,Carson City, NV 89701 ("Licensor") and Avaya Inc ., a Delaware corporation having a principle place of business at 211 Mount Airy Road, Basking Ridge, NJ 07920 ("Avaya"). RECITALS Whereas, Licensor has developed and is engaged in selling, _____________ Avaya Inc – system integrators and authorized service providers. 3.3 "Associated Entity" means the appropriate Avaya legal entity for a given location, which has executed a Participation Agreement, from among the following: Avaya Inc ., Subsidiaries of Avaya Inc., or an Avaya-nominated Authorized Provider. 3.4 "Avaya" means Avaya Inc. or an Associated Entity that enters into or issues a Purchase Order. 3. _____________ Avaya Inc – service providers. 3.3 "Associated Entity" means the appropriate Avaya legal entity for a given location, which has executed a Participation Agreement, from among the following: Avaya Inc., Subsidiaries of Avaya Inc ., or an Avaya-nominated Authorized Provider. 3.4 "Avaya" means Avaya Inc. or an Associated Entity that enters into or issues a Purchase Order. 3.5 "Avaya Hosted Solution" _____________ Avaya Inc –** for a given location, which has executed a Participation Agreement, from among the following: Avaya Inc., Subsidiaries of Avaya Inc., or an Avaya-nominated Authorized Provider. 3.4 "Avaya" means Avaya Inc . or an Associated Entity that enters into or issues a Purchase Order. 3.5 "Avaya Hosted Solution" means either Licensed Product, an Integrated Offering or combination thereof, that Avaya, _____________ dt 1545430

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