SUBSCRIPTION AGREEMENT (for U.S. Subscribers)Subscription Agreement • June 30th, 2004 • Adb Systems International LTD • Services-computer programming, data processing, etc. • Ontario
be relied upon by the Corporation in determining the Subscriber’s eligibility to purchase Convertible Notes under Applicable Securities Laws. The Subscriber agrees that by accepting delivery of the Convertible Notes on the Closing Date, the Subscriber will be representing and warranting that the foregoing representations and warranties are true and correct as at the Closing Time with the same force and effect as if they had been made by the Subscriber at the Closing Time and that they will survive the purchase by the Subscriber of Convertible Notes and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Convertible Notes.
AGENCY AGREEMENTAgency Agreement • June 30th, 2004 • Adb Systems International LTD • Services-computer programming, data processing, etc. • Ontario
First Associates Investments Inc. (the “Agent”) understands that ADB Systems International Ltd. (the “Company”) desires to issue and sell, in one or more closings, up to $5,000,000 principal amount of convertible notes (the “Convertible Notes”) of the Company (the “Offering”), having the terms described in Schedule “A” to this agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 30th, 2004 • Adb Systems International LTD • Services-computer programming, data processing, etc. • Ontario
The undersigned (the “Subscriber”) understands that the Company is proposing to issue one Series F 7% secured convertible note (the “Series F Note”) in the principal amount of $500,000. The Series F Note has a maturity date of May 19, 2007 (the “Maturity Date”). The form of the Series F Note (the “Note Certificate”) is set forth in Exhibit A attached hereto.
SUBSCRIPTION AGREEMENT (for Ontario, Alberta and British Columbia and Non- Canadian/Non-U.S. Subscribers)Subscription Agreement • June 30th, 2004 • Adb Systems International LTD • Services-computer programming, data processing, etc. • Ontario
Notes on the Closing Date, the Subscriber will be representing and warranting that the foregoing representations and warranties are true and correct as at the Closing Time with the same force and effect as if they had been made by the Subscriber at the Closing Time and that they will survive the purchase by the Subscriber of Convertible Notes and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Convertible Notes.
GENERAL SECURITY AGREEMENTGeneral Security Agreement • June 30th, 2004 • Adb Systems International LTD • Services-computer programming, data processing, etc. • Ontario
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which are acknowledged by the Company, the Company agrees with the Investor as follows:
