DATED
|
2008
|
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 25th
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 “Notes”)
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).
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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:
|
(a) |
those
Notes which have been redeemed or converted;
and
|
(b) |
those
Notes in respect of which the Redemption Date in accordance with
the
relevant Conditions has occurred and the redemption monies (including
all
interest payable in respect of the redemption monies and any interest
payable under the relevant Conditions after such date) have been
duly paid
to the relevant Noteholders in the manner provided in the
Conditions;
|
1.2.
|
Unless
otherwise stated references to Clauses, subclauses and the Schedules
are
references to Clauses, subclauses and the Schedules to this Agreement.
The
Schedules form part of this
Agreement.
|
1.3.
|
Clause
headings are for ease of reference only and do not affect the construction
or interpretation of this
Agreement.
|
1.4.
|
References
to persons shall include bodies corporate, unincorporated associations
and
partnerships.
|
1.5.
|
References
to the parties hereto include their respective successors in title,
permitted assigns, estates and legal personal
representatives.
|
1.6.
|
Words
and expressions defined in or for the purposes of the Companies Act
and
the Taxes Act 1988 shall where the context permits bear the same
meanings
in this Agreement.
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1.7.
|
References
to writing shall include typewriting, printing, lithography, photography,
telex and fax messages, printed out versions of communications by
email
and other modes of reproducing words in a legible and non-transitory
form.
|
2.
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CONDITIONS
PRECEDENT
|
2.1.
|
Save
as provided in Clause 2.2, this Agreement is conditional upon each
of the
following matters (the “Conditions Precedent”) being fulfilled to the
satisfaction of the Subscriber:
|
2.1.1.
|
all
Transaction Documents being executed and delivered by the parties
thereto;
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2.1.2.
|
legal
opinions, substantially in the form agreed between COGI and the
Subscriber;
|
2.1.3.
|
a
scanned or faxed copy (with a duplicate original to follow within
7 days)
of the resolution of the board of directors of COGI authorising the
issuance of the Notes and the execution and delivery of the Transaction
Documents and confirming the authority of the signatories of the
Transaction Documents to bind COGI being
provided;
|
2.1.4.
|
scanned
or faxed copies (with duplicate originals to follow within 7 days)
of the
resolutions of the boards of directors of each Subsidiary which is
entering into any of the Transaction Documents authorising the execution
of the relevant Transaction Documents and confirming the authority
of the
signatories of such Transaction Documents to bind such subsidiary
being
provided;
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2.2.
|
The
Subscriber may waive all or any of the Conditions Precedent (subject
to
such terms and conditions as it deems fit) by notice in writing to
COGI.
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3.
|
COMPLETION
AND DEPOSIT
|
3.1.
|
Completion
shall take place on the Completion Date
when:
|
3.1.1.
|
COGI
shall deliver to the Subscriber such evidence as the Subscriber may
require to satisfy itself that the Conditions Precedent have been
fulfilled;
|
3.1.2.
|
subject
to compliance with clause 3.1.1 the Subscriber shall pay the subscription
monies as set out in Clause 3.2 for the Notes and COGI will procure
that a
meeting of the Board is held at which Certificates representing the
Notes
are issued and delivered to the Subscriber or as the Subscriber may
direct
(such delivery being conditional upon payment being made by the Subscriber
in accordance with Clause 3.2);
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3.1.3.
|
COGI
shall enter into all other documentation of or relating to the issue
of
the Notes, all as agreed with the
Subscriber;
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3.1.4.
|
COGI
shall instruct the Registrar to enter full details of the Notes and
Noteholders in the Register as is required by the Loan Note
Instrument.
|
3.2.
|
The
total subscription monies due in respect of the Notes are USD 12,000,000
(subject to deduction of the costs and expenses referred to in Clause
6).
Subject to Clause 3.3, the Subscriber shall make payment to COGI
of the
sum of USD 10,598,907 being USD 12,000,000 of the subscription monies
in
respect of the Notes after deduction of USD 401,091.74 USD, being
the
agreed costs and expenses referred to in Clause 6 and deduction of
the
Retention Amount in accordance with Clause
3.3.
|
3.3.
|
The
balance of USD 1,000,000 of the subscription monies (the “Retention
Amount”) shall be immediately placed on deposit by the Subscriber in an
account held with and in the name of the Subscriber (such account
paying
interest at the Subscriber’s internal overnight funds rate), to be paid
over to COGI in accordance with the provisions of Clause 3.4.
|
3.4.
|
The
Retention Amount (together with all interest accrued on the Retention
Amount) will be released to COGI immediately upon COGI having confirmed
in
writing to the Subscriber that it has (i) settled all indebtedness
to FGI
under the FGI Encumbrances (as defined in the Security Agreement)
in
accordance with Clause 4.1 of the Security Agreement and (ii) settled
all
indebtedness to FGI secured by the Permitted Encumbrance (as defined
in
the Debentures and Floating Charges) in accordance with paragraph
6.10 of
the Debentures and Clause 4.3 of the Floating
Charges.
|
3.5.
|
If
the Notes become due and payable following an Event of Default in
accordance with Condition 9.3 and the Retention Amount has not been
released to COGI in accordance with Clause 3.4 then all rights of
COGI to
receive payment of the Retention Amount in accordance with Clause
3.4
shall cease and the Subscriber shall apply, in its sole and absolute
discretion, the Retention Amount either towards satisfaction of the
Redemption Amount payable in respect of the Notes or towards any
other
liabilities of COGI, whether due to the Subscriber or any third
party.
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4.
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WARRANTIES
|
4.1.
|
In
consideration of the Subscriber entering into this Agreement and
subscribing for the Notes COGI hereby warrants to the Subscriber,
in the
terms of Schedule 1.
|
4.2.
|
Each
of the Warranties shall be construed as a separate and independent
warranty and (save where expressly provided to the contrary) shall
not be
limited or restricted by reference to or inference from any other
term of
this Agreement or any other Warranty.
|
4.3.
|
The
rights and remedies of the Subscriber in respect of any breach of
any of
the Warranties shall continue to subsist notwithstanding Completion
or any
termination of this Agreement.
|
4.4.
|
COGI
shall have no liability under the Warranties unless notice in writing
(giving the amount and details of the claim) is given on behalf of
the
Subscriber of any claim on or before the date falling six months
after the
date of final redemption or conversion of all of the
Notes.
|
4.5.
|
Any
claims notified under clause 4.4 shall be deemed to have been waived
unless court proceedings in respect thereof have been issued and
served on
COGI within 6 months of such
notice.
|
4.6.
|
The
maximum aggregate liability of COGI under this Agreement shall not
exceed
an amount equal to the amount that would have been paid on redemption
of
the Notes in accordance with Condition 3.5.2 with the Subscriber’s costs
and expenses in addition.
|
4.7. |
Any
payment made by COGI for a breach of the Warranties shall be treated
as a
partial redemption of the Notes on a $ for $
basis.
|
4.8. |
The
Warranties shall be qualified by matters Disclosed in the Disclosure
Letter and the Disclosure Bundle.
|
4.9. |
COGI
undertakes to the Subscriber that if the Subscriber or its directors,
officers or employees (each a “Relevant Party”) incurs any liability,
damages, cost, loss or expense (including, without limitation, legal
fees,
costs and expenses) (a “Loss”) arising out of, in connection with or based
on any (actual or alleged (which subsequently proves to be actual))
breach
of, or any failure to perform, any of the Warranties given by COGI
in
accordance with this Clause 4, COGI shall, subject to Clause 4.6,
pay to
the Subscriber on demand an amount equal to such Loss. The Subscriber
shall not have any duty or obligation, whether as fiduciary for any
Relevant Person or otherwise, to recover any such payment or to account
to
any other person for any amounts paid to it under this Clause 4.9.
|
5.
|
COVENANTS
|
5.1 |
COGI
undertakes to and covenants with the Subscriber in accordance with
the
provisions of Clause 4 of the Loan Note
Instrument.
|
5.2 |
COGI
undertakes to and covenants with the Subscriber that it will procure
that
any New Subsidiary enters into a Deed of Adherence and (where relevant)
grants any security interest to the Subscriber within 30 days of
the New
Subsidiary becoming a Subsidiary.
|
5.3 |
COGI
undertakes and covenants to pay to the
Subscriber:
|
(A) |
any
stamp, issue, registration, documentary or other taxes and duties,
including interest and penalties, payable on or in connection with
the
creation, issue and offering of the Notes or payable on the execution,
delivery or performance of the Transaction Documents to which it
is party
(but excluding, for the avoidance of doubt, any taxes levied on the
Noteholders in relation to the income from the Notes or any capital
gain
made on the Notes) or the enforcement of this Agreement against COGI
or
any transactions carried out pursuant to the Transaction Documents
to
which it is party, and
|
(B) |
in
addition to any amount payable by it under this Agreement, any value
added, turnover or similar tax payable in respect of that
amount.
|
6.
|
FEES
AND EXPENSES
|
7.
|
NO
PARTNERSHIP
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8.
|
SUBSCRIBER’S
UNDERTAKINGS, REPRESENTATIONS AND
WARRANTIES
|
8.1 |
confirms
and undertakes to COGI that it shall not market, offer to sell or
sell or
otherwise transfer any of the Securities within the United Kingdom
except
to those parties falling within the exempt communication provisions
of
Articles 19 and 49 of The Financial Services and Markets Act 2000
(Financial Promotion) Order 2005.
|
8.2 |
confirms
and undertakes to COGI that it shall not market, offer to sell or
sell or
otherwise transfer any of the Securities within the United States
of
America or to any United States citizen or resident except under
any
applicable exemption to the registration requirements of the Securities
Act.
|
8.3 |
confirms
and undertakes to COGI that it agrees that the Loan Note Instrument,
any
Certificates issued under the Loan Note Instrument and any certificates
for Common Stock issued as a result of any conversion of the Notes
shall
all be endorsed with a legend in the terms of the
Legend.
|
8.4 |
represents
and warrants to COGI that it understands that the Securities are
“restricted securities” for the purposes of United States securities laws
and regulations and have not been registered under the Securities
Act or
any applicable state securities law and that it is not acquiring
the
Securities with a view to or for distributing or reselling the Securities
or part thereof in violation of the Securities Act or any applicable
state
securities law, has no present intention of distributing any of such
Securities in violation of the Securities Act or any applicable state
securities law and has no direct or indirect arrangement or understandings
with any other persons to distribute or regarding the distribution
of such
Securities (this representation and warranty not limiting the Subscriber’s
right to sell the Securities in compliance with applicable federal
and
state securities laws) in violation of the Securities Act or any
applicable state securities law. The Subscriber is acquiring the
Securities hereunder in the ordinary course of its
business.
|
8.5 |
represents
and warrants to COGI (1) that at the time it was offered the Securities,
it was, and at the date hereof it is, and on each date on which it
exercises any conversion right, it will be either: (i) an “accredited
investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8)
under the Securities Act or (ii) a “qualified institutional buyer” as
defined in Rule 144A(a) under the Securities Act and (2) that it
is not
required to be registered as a broker-dealer under Section 15 of
the
Exchange Act.
|
8.6 |
represents
and warrants to COGI (1) that it, either alone or together with its
representatives, has such knowledge, sophistication and experience
in
business and financial matters so as to be capable of evaluating
the
merits and risks of the prospective investment in the Securities,
and has
so evaluated the merits and risks of such investment and (2) that
it is
able to bear the economic risk of an investment in the Securities
and, at
the present time, is able to afford a complete loss of such
investment.
|
8.7 |
represents
and warrants to COGI that it is not purchasing the Securities as
a result
of any advertisement, article, notice or other communication regarding
the
Securities published in any newspaper, magazine or similar media
or
broadcast over television or radio or presented at any seminar or
any
other general solicitation or general
advertisement.
|
9.
|
APPROVED
ACQUISITION LOAN
|
10.
|
SUCCESSORS
IN TITLE AND ASSIGNMENT
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11.
|
ENTIRE
AGREEMENT
|
11.1.
|
This
Agreement including the Schedules hereto and the documents in the
Agreed
Form constitute the entire agreement and understanding between the
parties
with respect to the subject matter of this Agreement and supersedes
and
extinguishes any representations and warranties previously given
or
made.
|
11.2.
|
Each
party acknowledges to the other (to the intent that the other shall
execute this Agreement and any documents in the Agreed Form in reliance
upon such acknowledgement) that it has not been induced to enter
into this
Agreement and such other documents nor relied upon any representation
or
warranty other than the representations and/or warranties expressly
set
out in this Agreement or in any such
document.
|
11.3.
|
Each
party hereby irrevocably and unconditionally waives any right it
may have
to claim damages or to rescind this Agreement and such other documents
as
aforesaid by reason of any misinterpretation and/or warranty not
set out
in this Agreement or in any such document PROVIDED THAT nothing in
this
Clause shall operate to limit or exclude any liability for
fraud.
|
12.
|
VARIATIONS
|
13.
|
WAIVER
|
14.
|
AGREEMENT
CONTINUES IN FORCE
|
15.
|
NOTICES
|
15.1.
|
Any
notice to be given pursuant to the terms of this Agreement must be
given
in writing to the party due to receive such notice at the addresses
detailed in Clause 15.2 and Clause 15.3 or such other addresses as
the
relevant party may have notified to the other party for the purposes
of
this clause. Notice must be delivered personally or sent by first
class
pre-paid recorded delivery or registered post (air mail if overseas)
or by
facsimile transmission and shall be deemed to be given in the case
of
delivery on delivery and in the case of posting (in the absence of
evidence of earlier receipt) within forty eight hours after posting
(6
days if sent by air mail) and in the case of facsimile transmission
on
completion of the transmission.
|
15.2.
|
All
notices to be served upon COGI hereunder shall be sent to
|
15.3.
|
All
notices to be served upon the Subscriber hereunder shall be sent
to it at
The Royal Bank of Scotland plc
|
16.
|
COUNTERPARTS
|
17.
|
THIRD
PARTIES
|
18.
|
GOVERNING
LAW
|
18.1 |
This
Agreement shall be governed by and construed in accordance with English
Law and the parties hereby submit for all purposes in connection
with this
Agreement to the non-exclusive jurisdiction of the English
courts.
|
18.2 |
COGI
hereby appoints the Process Agent as its agent for the purposes of
receiving service of any process, proceedings or documents in connection
with proceedings raised in the English courts in accordance with
Clause
18.1.
|
1 |
No
order has been made or petition presented or resolution passed for
the
winding up of COGI or any Group member and no distress, execution
or other
process has been levied on any of its or their
assets.
|
2 |
Neither
COGI nor any Group member has stopped payment on any debts and neither
COGI nor any Group member is insolvent or unable to pay its or their
debts
for the purpose of Section 123 of the Insolvency Act
1986.
|
3 |
No
administrative receiver, receiver and manager or the equivalent in
any
other applicable jurisdiction has been appointed to the business
or assets
or any part thereof of COGI or of any Group
member.
|
4 |
All
of the direct and indirect subsidiaries of COGI are set forth in
the
Disclosure Letter. Except as is set forth in the Disclosure Letter,
COGI
owns, directly or indirectly, all of the capital stock or other equity
interests of each Subsidiary free and clear of any Liens, and all
of the
issued and outstanding shares of capital stock of each Subsidiary
are
validly issued and are fully paid, non-assessable and free of pre-emptive
and similar rights to subscribe for or purchase
securities.
|
5 |
COGI
and each of the Subsidiaries is an entity duly incorporated or otherwise
organised, validly existing and in good standing under the laws of
the
jurisdiction of its incorporation or organisation (as applicable),
with
the requisite power and authority to own and use its properties and
assets
and to carry on its business as currently conducted. Neither COGI
nor any
Subsidiary is in violation or default of any of the provisions of
its
respective certificate or articles of incorporation, bylaws or other
organisational or charter documents. Each of COGI and the Subsidiaries
is
duly qualified to conduct business and is in good standing as a foreign
corporation or other entity in each jurisdiction in which the nature
of
the business conducted or property owned by it makes such qualification
necessary, and no proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail
such power and authority or
qualification.
|
6 |
COGI
has the requisite corporate power and authority to enter into and
to
consummate the transactions contemplated by each of the Transaction
Documents and otherwise to carry out its obligations hereunder and
thereunder. The execution and delivery of each of the Transaction
Documents by COGI and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorised by all
necessary
action on the part of COGI and no further action is required by COGI,
its
board of directors or its stockholders in connection therewith. Each
Transaction Document has been (or upon delivery will have been) duly
executed by COGI and, when delivered in accordance with the terms
hereof
and thereof, will constitute the valid and binding obligation of
COGI
enforceable against COGI in accordance with its terms except (i)
as
limited by general equitable principles and applicable bankruptcy,
insolvency, reorganisation, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally, (ii) as
limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable
law.
|
7 |
The
execution, delivery and performance of the Transaction Documents
by COGI,
the issuance and sale of the Notes and the consummation by COGI of
the
other transactions contemplated hereby and thereby do not and will
not (i)
conflict with or violate any provision of COGI’s or any Subsidiary’s
certificate or articles of incorporation, bylaws or other organisational
or charter documents, or (ii) conflict with, or constitute a default
(or
an event that with notice or lapse of time or both would become a
default)
under, result in the creation of any Lien upon any of the properties
or
assets of COGI or any Subsidiary, or give to others any rights of
termination, amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of, any agreement, credit facility,
debt or
other instrument (evidencing a COGI or Subsidiary debt or otherwise)
or
other understanding to which COGI or any Subsidiary is a party or
by which
any property or asset of COGI or any Subsidiary is bound or affected,
or
(iii) conflict with or result in a violation of any law, rule, regulation,
order, judgment, injunction, decree or other restriction of any court
or
governmental authority to which COGI or a Subsidiary is subject (including
federal and state securities laws and regulations), or by which any
property or asset of COGI or a Subsidiary is bound or
affected.
|
8 |
The
Notes are duly authorised and, when issued and paid for in accordance
with
the applicable Transaction Documents, will be duly and validly issued,
fully paid and non-assessable, free and clear of all Liens imposed
by COGI
other than restrictions on transfer provided for in the Transaction
Documents. COGI has reserved from its duly authorised capital stock
the
maximum number of shares of Common Stock issuable upon conversion
pursuant
to the Transaction Documents.
|
9 |
The
capitalisation of COGI is as set forth in the Disclosure Letter which
also
includes the number of shares of Common Stock owned beneficially,
and of
record, by Affiliates of COGI as of the date hereof. COGI has not
issued
any capital stock since May 5, 2007, other than pursuant to the exercise
of employee stock options under COGI’s stock option plans, the issuance of
shares of Common Stock to employees pursuant to COGI’s employee stock
purchase plans and pursuant to the conversion or exercise of other
securities outstanding as of 1 January
2008.
|
10 |
The
issue of the Notes does not and will not constitute a breach of any
existing law or regulation or of COGI’s charter or by-laws or exceed any
limitation on the powers of COGI’s directors or breach the terms of any
contract, charge or restriction binding upon it and the Loan Note
Instrument and each Note constitutes (or will when executed constitute)
COGI’s valid and binding
obligations.
|
11 |
As
of the Completion Date, no event has occurred which constitutes (or
with
the giving of notice or lapse of time or both would constitute) an
Event
of Default.
|
12 |
Payments
under the Notes will be made by COGI without withholding or deducting
for
any taxes, duties or other charges of whatever nature of the jurisdiction
of incorporation of COGI or any political subdivision or authority
thereof
or therein having power to tax.
|
13 |
Since
the date of the latest audited financial statements of COGI, (i)
there has
been no event, occurrence or development that has had or that could
reasonably be expected to result in an event which is materially
adverse
to the condition (financial or otherwise), prospects, results of
operations or general affairs of COGI or the Group (a “Material Adverse
Effect”), (ii) COGI has not incurred any liabilities (contingent or
otherwise) other than (A) trade payables and accrued expenses incurred
in
the ordinary course of business consistent with past practice and
(B)
liabilities not required to be reflected in COGI’s financial statements
pursuant to US GAAP, (iii) COGI has not altered its method of accounting,
(iv) COGI has not declared or made any dividend or distribution of
cash or
other property to its stockholders or purchased, redeemed or made
any
agreements to purchase or redeem any shares of its capital stock
and (v)
COGI has not issued any equity securities to any officer, director
or
Affiliate, except pursuant to existing COGI stock option
plans.
|
14 |
There
is no action, suit, inquiry, notice of violation, proceeding or
investigation pending or, to the knowledge of COGI, threatened against
or
affecting COGI, any Subsidiary or any of their respective properties
before or by any court, arbitrator, governmental or administrative
agency
or regulatory authority (federal, state, county, local or foreign)
(collectively, an “Action”) which (i) adversely affects or challenges the
legality, validity or enforceability of any of the Transaction Documents
or the Securities or (ii) could, if there were an unfavourable decision,
have or reasonably be expected to result in a Material Adverse Effect.
Neither COGI nor any Subsidiary, nor any director or officer thereof,
is
or has been the subject of any Action involving a claim of violation
of or
liability under federal or state securities laws or a claim of breach
of
fiduciary duty. There has not been, and to the knowledge of COGI,
there is
not pending or contemplated, any investigation by the SEC involving
COGI
or any current or former director or officer of COGI. The SEC has
not
issued any stop order or other order suspending the effectiveness
of any
registration statement filed by COGI or any Subsidiary under the
Exchange
Act or the Securities Act.
|
15 |
Neither
COGI nor any Subsidiary has engaged in, and each of them hereby covenants
not to engage in, any directed selling efforts, general solicitiation
or
general advertising in relation to the Securities.
|
16 |
COGI
and the Subsidiaries have good and marketable title in fee simple
to all
real property owned by them and good and marketable title in all
personal
property owned by them that is material to the business of COGI and
the
Subsidiaries, in each case free and clear of all Liens, except for
Liens
as do not materially affect the value of such property and do not
materially interfere with the use made and proposed to be made of
such
property by COGI and the Subsidiaries and Liens for the payment of
federal, state or other taxes, the payment of which is neither delinquent
nor subject to penalties. Any real property and facilities held under
lease by COGI and the Subsidiaries are held by them under valid,
subsisting and enforceable leases with which COGI and the Subsidiaries
are
in compliance.
|
17 |
COGI
and the Subsidiaries have, or have rights to use, all patents, patent
applications, trademarks, trademark applications, service marks,
trade
names, trade secrets, inventions, copyrights, licenses and other
intellectual property rights and similar rights necessary or material
for
use in connection with their respective businesses and which the
failure
to so have could have a Material Adverse Effect (collectively, the
“Intellectual Property Rights”). Neither COGI nor any Subsidiary has
received a notice (written or otherwise) that any of the Intellectual
Property Rights used by COGI or any Subsidiary violates or infringes
upon
the rights of any Person. To the knowledge of COGI, all such Intellectual
Property Rights are enforceable and there is no existing infringement
by
another Person of any of the Intellectual Property Rights. COGI and
its
Subsidiaries have taken reasonable security measures to protect the
secrecy, confidentiality and value of all of their intellectual
properties, except where failure to do so could not, individually
or in
the aggregate, reasonably be expected to have a Material Adverse
Effect.
|
EXECUTED
AS A DEED AND DELIVERED by
|
)
|
|
Coda
Octopus Group, Inc. acting by: -
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)
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Jason
Lee Reid
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Director
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Rodney
Peacock
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Director
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EXECUTED
AS A DEED AND DELIVERED by
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)
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|
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||
THE
ROYAL BANK OF SCOTLAND PLC
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)
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By:
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