{"id":41173,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/note-cancellation-agreement-canaccord-international-ltd-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"note-cancellation-agreement-canaccord-international-ltd-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/note-cancellation-agreement-canaccord-international-ltd-and.html","title":{"rendered":"Note Cancellation Agreement &#8211; Canaccord International Ltd. and China Broadband Corp."},"content":{"rendered":"<pre>                           NOTE CANCELLATION AGREEMENT\n\n         This Note Cancellation Agreement (\"AGREEMENT\") is entered into as of\nJuly 20, 2001, between Canaccord International Ltd. (the \"RELEASOR\") and China\nBroadband Corp., a Nevada corporation (\"RELEASEE\").\n\n                                    RECITALS\n\n         WHEREAS, Releasor has been engaged by the Releasee as a financial\nadvisor;\n\n         WHEREAS, Releasor has negotiated with SoftNet Systems, Inc. to acquire\na Promissory Note dated September 29, 2000, in the principal amount of\nUS$1,700,000, due September 30, 2001, with interest payable at maturity at the\nrate of 8% per annum (\"Note\");\n\n         WHEREAS, Releasee is \"Maker\" and Releasor is anticipated to be the\n\"Holder\" of the Note on or about July 20, 2001; and\n\n         B.       WHEREAS, Releasor and Releasee each desire to cancel the Note\nupon the terms and conditions described herein.\n\n                                    AGREEMENT\n\n         NOW, THEREFORE, the parties agree as follows:\n\n1.       CANCELLATION OF NOTE AND RELEASE. Subject to the terms and conditions\nset forth herein, Releasor agrees to deliver to Releasee at Closing (defined\nbelow) the Note marked across its face \"CANCELLED\" and upon such delivery\nthereby shall forever release and discharge Releasee of any and all of its\nobligations under the Note, including any obligation to pay principal and\ninterest.\n\n2.       PAYMENT IN FULL SATISFACTION AND DISCHARGE OF NOTE.  Upon closing \n(defined below) Releasee agrees to pay Releasor the following consideration\n(\"CANCELLATION PAYMENT\"):\n\n         (a) in cash, official bank check or wire transfer an amount equal to\nthe accrued interest under the Note at the date of Closing (\"CANCELLATION\nPAYMENT\"); and\n\n         (b) a Warrant, in substantially the form attached hereto as Exhibit A\n(\"WARRANT\"), exercisable to acquire 500,000 shares of the Releasee's common\nstock at a price per share equal to the average of the closing ask and bid\nprices for the Corporation's common stock for the five days preceding the\nClosing Date, commencing on the Closing Date and ending at 5:00 p.m., New York\nTime, on the second anniversary of the Closing Date.\n\n         THE WARRANT, AND ALL SHARES OF CAPITAL STOCK ISSUABLE THEREUNDER, HAVE\n         NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS\n         AMENDED (THE \"SECURITIES ACT\"), OR ANY STATE SECURITIES LAWS, AND MAY\n         NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE\n         DISTRIBUTED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION\n                                     \n\n\n         STATEMENT FILED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE\n         SECURITIES LAWS OR EXEMPTIONS THEREFROM, SUCH EXEMPTIONS, AT THE OPTION\n         OF THE COMPANY, TO BE EVIDENCED BY AN OPINION OF COUNSEL SATISFACTORY\n         TO THE COMPANY.\n\n3.       CLOSING.\n\n         3.1 CLOSING; CLOSING DATE. The closing of the transactions contemplated\nhereby shall be effective as of the delivery of he closing deliveries described\nbelow (\"CLOSING\") at the offices of Koffman Kaleff, Vancouver BC. at 11:00 a.m.\non July 20, 2001, or at such time and place as the parties mutually agree\n(\"CLOSING DATE\").\n\n         3.2      CLOSING DELIVERIES.  At Closing:\n \n                  (a) Releasor shall deliver to Releasee the Note marked across\n                      its face \"CANCELLED\"; and\n                  (b) Releasee shall deliver to Releasor the Cancellation\n                      Payment and the Warrant.\n\n\n4.       WAIVERS. No action taken pursuant to this Agreement, including any\ninvestigation by or on behalf of any party, will be deemed to constitute a\nwaiver by the party taking such action, or compliance with any representation,\nwarranty, covenant or agreement contained herein. The waiver by any party hereto\nof a breach of any provision of this Agreement shall not operate or be construed\nas a waiver of any subsequent breach. The waiver by any party hereto at or\nbefore the Closing Date of any condition to its obligations hereunder which is\nnot fulfilled shall preclude such party from seeking redress from the other\nparty hereto for breach of any representations, warranty, covenant or agreement\ncontained in this Agreement.\n\n5.       BINDING EFFECT: BENEFITS. This Agreement shall inure to the benefit of\nthe parties hereto and shall be binding upon the parties hereto and their\nrespective successors and assigns, heirs and legal representatives. Except as\notherwise set forth herein, nothing in this Agreement, express or implied, is\nintended to confer on any person other than the parties hereto or their\nrespective successors and assigns any rights, remedies, obligations, or\nliabilities under of by reason of this Agreement.\n\n6.       GOVERNING LAW; JURISDICTION; VENUE; REMEDIES;INDEPENDENT LEGAL COUNSEL.\nThis Agreement shall be interpreted and construed as to both validity and\nperformance and enforced in accordance with and governed by the laws of the\nProvince of Alberta, without giving effect to the choice of law principles\nthereof. The parties agree that any action hereunder will be held exclusively in\nthe courts in the Province of Alberta. The parties acknowledge that remedies at\nlaw, including monetary damages, may be inadequate to remedy a breach of certain\nmaterial terms herein, including Releasor's delivery of the Note, and the\nparties agree that equitable remedies may be necessary to enforce such terms and\ncovenants, including specific performance. Releasor and Releasee acknowledge\nthat the terms of this Agreement have been negotiated by\n\n\n\nthe parties hereto and each of them has had a full opportunity to receive\nindependent business, tax and legal counsel with respect to this Agreement and\nthe transactions contemplated herein.\n\n7.       COUNTERPARTS.  This Agreement may be executed in counterpart originals,\neach of which shall constitute an executed original and together shall\nconstitute a fully-executed document.\n\n\n         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nexecuted on the date first written above.\n\n\nRELEASOR:                                    RELEASEE:\n\nCanaccord International Ltd.                 China Broadband Corp.\n\n\n\nBy:  _________________________               By:  \/s\/MATTHEW HEYSEL\nIts: _________________________               Its: Chairman and Chief Executive\n                                                  Officer\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7079],"corporate_contracts_industries":[9517],"corporate_contracts_types":[9560,9567],"class_list":["post-41173","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-china-broadband-corp","corporate_contracts_industries-telecommunications__other","corporate_contracts_types-finance","corporate_contracts_types-finance__loan"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41173","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41173"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41173"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41173"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41173"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}