Coda Octopus Group, Inc. (1)
- and -
THE ROYAL BANK OF SCOTLAND PLC (2)
SUBSCRIPTION AGREEMENT
Stuart Hodge Corporate Lawyers
3 Temple Row West
Birmingham
B2 5NY
DATED
2008
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BETWEEN:
WHEREAS: -
IT IS HEREBY AGREED: -
THIS AGREEMENT is made
2008
(1) 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 (“COGI”)
(2) The Royal Bank of Scotland plc, incorporated in Scotland, (registered number 90312) acting
through its London offices at 135 Bishopsgate, London EC2M 3UR (“the Subscriber”)
(A)
COGI is a corporation incorporated in the State of Delaware. COGI proposes to issue USD
12,000,000 medium term loan notes (the “ Note s”) on the Completion Date.
(B)
The Subscriber has agreed to subscribe for the Notes issued by COGI pursuant to the Loan Note
Instrument (as defined below).
(C)
Payment of principal and interest in respect of the Notes will be irrevocably guaranteed by the
Guarantors (as defined below) on a joint and several basis in accordance with the Deed of Guarantee
and the Security Agreement (both as defined below).
1.
DEFINITIONS AND INTERPRETATION
1.1.
Capitalised terms used and not otherwise defined herein that are defined in any of the
Transaction Documents shall, except where the context does not so permit, have the
meanings given to such terms in the relevant Transaction Documents. In this Agreement
the following words and expressions shall (except where the context otherwise requires)
have the following meanings:
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“Affiliate” means any Person that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with a Person as
such terms are used in and construed under Rule 405 under the Securities Act. With
respect to a party, any investment fund or managed account that is managed on a
discre