E-103
The Company promises to pay the prepayment premium amounts in the circumstances
and on the terms set forth in Sections 2.5 and 2.6 of the Loan Agreement.
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The Company promises to pay interest, to the extent permitted by law, on the
principal balance of this Convertible Debenture at the rates per annum and on
the terms specified in Sections 2.3 and 2.4 of the Loan Agreement.
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The Company agrees to make mandatory prepayment of the principal amount
outstanding and any accrued but unpaid interest to the Lender in accordance with
Section 2.5 of the Loan Agreement.
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The Company agrees to make payments due hereunder without deduction for tax,
pursuant to the terms of Sections 2.9 and 2.11 of the Loan Agreement.
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All payments of the principal of and premium and interest on this Convertible
Debenture shall be made in the lawful currency of the United States of America,
by transfer of immediately available funds into a bank account designated by the
Lender in writing to the Company.
The Company agrees to pay, upon demand, all reasonable out-of-pocket expenses
(including, without limitation, the reasonable fees and disbursements of legal
counsel to the Lender) associated with the waiver, enforcement or modification
of the Loan Agreement or this Convertible Debenture.
The Company hereby waives diligence, presentment, demand, protest and notice of
any kind whatsoever. The non-exercise by the Lender of any of its rights
hereunder in any particular instance shall not constitute a waiver thereof in
that or any subsequent instance.
This Convertible Debenture is the Convertible Debenture referred to in the Loan
Agreement, which Loan Agreement, among other things, contains provisions for the
acceleration of the maturity hereof upon the happening of certain events, and
for the amendment or waiver of certain provisions of the Loan Agreement and this
Convertible Debenture, all upon the terms and conditions therein specified. In
the event of any conflict between the provisions of this Note and the Loan
Agreement, the provisions of the Loan Agreement shall govern.
E-104
THIS CONVERTIBLE DEBENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK.
* * * * *
E-105
IN WITNESS WHEREOF, the Company has caused this Convertible Debenture to be
signed on its behalf by its duly authorized directors and to be dated as of the
day and year first above written.
VI Group plc
By: _____________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Deputy Chairman
By: _____________________________
Name:
Title:
E-106
