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 | 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
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Voice Mobility
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
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| 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
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Voice Mobility
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
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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
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
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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
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
| 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
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
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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
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
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
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