DATED
2008
____________________________________
DEBENTURE
____________________________________
Stuart Hodge Corporate Lawyers
3 Temple Row West
Birmingham
CODA OCTOPUS (UK) HOLDINGS LIMITED
(1)
And
THE ROYAL BANK OF SCOTLAND PLC
(2)
- 1 -
BETWEEN:-
IT IS AGREED THAT:
DATE OF DEBENTURE
2008
(1)
CODA OCTOPUS (UK) HOLDINGS LIMITED (Company Number 5834897) whose registered
office is at 14 Albany Road, Granby Industrial Estate, Weymouth, Dorset DT4 9TH (the “ Company
”); and
(2)
THE ROYAL BANK OF SCOTLAND PLC (Registered Number 90312) acting through its London
offices located at 135 Bishopsgate, London EC2M 3UR (the “ Subscriber ”);
1.
DEFINITIONS
1.1
Unless the context otherwise requires the following expressions shall have the following meanings
wherever used in this agreement and its introduction:
"Act"
means the Insolvency Act 1986.
“Agreed Form”
in relation to any document means the form agreed and for the purposes of
identification only initialled by or on behalf of COGI and the Subscriber.
“Business Day”
means a day (excluding Saturdays, Sundays and any public holiday) on which
banks are open for business in London for the transaction of normal banking
business.
“Charged Property”
means all of the undertaking, assets, rights, revenues and property (present and
future) of the Company charged to the Subscriber under paragraph 4 of this
Debenture.
“COGI”
Coda Octopus Group, Inc. incorporated in the State of Delaware, whose
principal place of business is at 164 West 25 th Street, New York, New York
10001.
“Completion”
means the carrying out by the parties of their obligations under Clauses 3.1 to
3.3 of the Subscription Agreement.
“Completion Date”
means the date hereof.
“Confidentiali