No
1
CODA
OCTOPUS GROUP, Inc.
(Incorporated
in the State of Delaware)
Issue
of
USD 12,000,000 Loan Notes due 21st February 2015 ("Notes")
Issued
pursuant to a resolution of the Board of Directors of Coda Octopus Group, Inc.
passed on 21st February 2008.
THIS
IS
TO CERTIFY that The Royal Bank of Scotland plc of 135 Bishopsgate, London EC2M
3UR is the registered holder of USD 12,000,000 of the Notes ("Nominal
Amount") which are constituted by an Instrument dated 21st February 2008
("Instrument")
and
issued on 21st February 2008 ("Issue
Date").
The
Notes are issued subject to the terms of the Instrument and the Conditions
endorsed hereon. Capitalised terms defined in the Instrument and the Conditions
shall bear the same meaning in this Individual Certificate.
Dated
21st February 2008
EXECUTED
and delivered as a deed by Coda Octopus Group, Inc acting by two
directors:
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Director
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Director
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THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL
TO
THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH
A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH
A
FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)
UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.