LOAN AGREEMENT
Exhibit 10.1
THIS LOAN AGREEMENT (this “Agreement”), dated as
of June 26, 2009 (the “Effective Date”), by and among Easy Scripts, Inc, (the “Company”), and PT Group, Inc (the “Lender”).
WITNESSETH:
WHEREAS, the Parties agreed
that the Lender will provide the Company with a loan (the "LOAN") in the
aggregate principal amount not to exceed US $500,000.00 (the
"PRINCIPAL AMOUNT"), subject to terms and conditions set forth in this
Agreement; the loan secured by promissory notes of the Company ("NOTE" or
"NOTES"). The Notes are also referred to herein as the
"SECURITIES";
NOW, THEREFORE, in
consideration of the mutual covenants and other agreements contained in this
Agreement the Company and the lender hereby agree as follows:
1. THE
LOAN.
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(a)
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Under
the terms and subject to the conditions set forth in this Agreement, the
Lender shall loan to the Company a principal amount not to exceed Five
Hundred Thousand U.S. Dollars ($500,000.00) in installments as
follows:
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i.
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Company
will notify Lender (the “Notification”) of any desired disbursements for
any amount up to the PRINCIPAL AMOUNT;
and
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ii.
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Upon
notification Lender will transfer the portion of the PRINCIPAL AMOUNT
requested within ten (10) business days of the
Notification.
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iii.
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All
disbursements will be recorded on Exhibit A to this agreement, which
Exhibit A will be revised upon each
disbursement.
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iv.
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Each
disbursement shall earn interest at the rate of 9.5% per annum beginning
on the date of such disbursement (each a “Disbursement
Date”).
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v.
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All
outstanding amounts will earn interest until such date as all outstanding
principal and interest is paid in
full.
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vi.
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The
entire PRINCIPAL AMOUNT actually disbursed, together with all interest
hereunder shall be due and payable no later than eighteen (18) months from
the Effective Date.
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(b)
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The
"CLOSING DATE" shall be June 26,
2009.
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(c)
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All
disbursements hereunder may be paid directly to the Company by the Lender,
or by any third party on behalf of the Lender. Any disbursement
hereunder may be transferred to a third party on behalf of the Company at
the Company’s written direction. However, no third party shall have any
rights or obligations hereunder, and all funds transferred pursuant to
this Agreement shall be deemed transferred by the Lender to the Company
notwithstanding the origination of such
funds.
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(d)
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All
funds transferred pursuant to this agreement shall bear interest at the
rate of 9.5% per annum.
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2. LENDER
REPRESENTATIONS AND WARRANTIES. Lender hereby represents
and warrants that:
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(a)
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AUTHORIZATION
AND POWER. it has the requisite power and authority to enter into and
perform this Agreement and the other Transaction Documents and to purchase
the Notes and Warrants being sold to it
hereunder.
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(b)
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INFORMATION
ON COMPANY. Lender has been furnished with or has had access to all
information concerning its operations, financial condition and other
matters as Lender has requested.
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3.
COMPANY REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to
and agrees that:
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(a)
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DUE
INCORPORATION. The Company is a corporation or other entity duly
incorporated or organized, validly existing and in good standing under the
laws of Nevada.
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(b)
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AUTHORITY;
ENFORCEABILITY. This Agreement, the Note, and all other
agreements delivered together with this Agreement or in connection
herewith (collectively TRANSACTION DOCUMENTS") have been duly authorized,
executed and delivered by the Company and are valid and binding agreements
of the Company enforceable in accordance with their terms. The
Company has full corporate power and authority necessary to enter into and
deliver the Transaction Documents and to perform its obligations
thereunder.
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(d)
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THE
SECURITIES. The Securities upon
issuance:
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(i)
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are,
or will be, free and clear of any security interests, liens, claims or
other encumbrances, subject to restrictions upon transfer under the 1933
Act and any applicable state securities
laws;
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(ii)
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will
not have been issued or sold in violation of any preemptive or other
similar rights of the holders of any securities of the
Company;
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(e)
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LITIGATION.
There is no pending or, to the best knowledge of the Company, threatened
action, suit, proceeding or investigation before any court, governmental
agency or body, or arbitrator having jurisdiction over the
Company.
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(f)
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DEFAULTS.
The Company is not in violation of its articles of incorporation or
bylaws. The Company is (i) not in default under or in violation of any
other material agreement or instrument to which it is a party or by which
it or any of its properties are bound or affected, which default or
violation would have a Material Adverse Effect, (ii) not in default with
respect to any order of any court, arbitrator or governmental body or
subject to or party to any order of any court
or
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governmental
authority arising out of any action, suit or proceeding under any statute
or other law respecting antitrust, monopoly, restraint of trade, unfair
competition or similar matters.
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4.
REDEMPTION. The Notes shall not be redeemable or callable by the Company except
as described in the Note.
5.
COVENANTS OF THE COMPANY. The Company covenants and agrees with
the Lender as follows:
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(a)
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MARKET
REGULATIONS. The Company shall take all necessary actions and proceedings
as may be required and permitted by applicable law, rule and regulation,
for the legal and valid compliance with the terms of this Agreement and
issuance of the Note.
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(b)
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BOOKS
AND RECORDS. From the date of this Agreement and until the End Date, the
Company will keep true records and books of account in which full, true
and correct entries will be made of all dealings or transactions in
relation to its business and affairs in accordance with generally accepted
accounting principles applied on a consistent
basis.
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(c)
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GOVERNMENTAL
AUTHORITIES. From the date of this Agreement and until the End Date, the
Company shall duly observe and conform in all material respects to all
valid requirements of governmental authorities relating to the conduct of
its business or to its properties or
assets.
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(d)
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INTELLECTUAL
PROPERTY. From the date of this Agreement and until the End Date, the
Company shall maintain in full force and effect its corporate existence,
rights and franchises and all licenses and other rights to use
intellectual property owned or possessed by it and reasonably deemed to be
necessary to the conduct of its business, unless it is sold for
value.
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6.
Miscellaneous.
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(a)
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NOTICES.
All notices, demands, requests, consents, approvals, and other
communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with
charges prepaid, or (iv) transmitted by hand delivery, telegram, or
facsimile, addressed as set forth below or to such other address as such
party shall have specified most recently by written notice. Any notice or
other communication required or permitted to be given hereunder shall be
deemed effective (a) upon hand delivery or delivery by facsimile,
with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below
(if delivered on a business day during normal
business
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hours
where such notice is to be received), or the first business day following
such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second
business day following the date of mailing by express courier service,
fully prepaid, addressed to such address, or upon actual receipt of such
mailing, whichever shall first
occur.
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(b)
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ENTIRE
AGREEMENT; ASSIGNMENT. This Agreement and
other documents delivered
in connection herewith represent the entire agreement between the parties
hereto with respect to the subject matter hereof and may be amended only
by a writing executed by the Company and the Lender. Neither
the Company nor the Lender have relied on any representations not
contained or referred to in this Agreement and the documents delivered
herewith. No right or obligation of the Company shall be assigned without
prior notice to and the written consent of the
Lender
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(c)
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COUNTERPARTS/EXECUTION.
This Agreement may be executed in any number of counterparts and by the
different signatories hereto on separate counterparts, each of which, when
so executed, shall be deemed an original, but all such
counterparts shall constitute but one and the same instrument. This
Agreement may be executed by facsimile signature and delivered by
facsimile transmission.
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(d)
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LAW
GOVERNING THIS AGREEMENT. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada, without
regard to principles of conflicts of laws. Any action brought by either
party against the other concerning the transactions contemplated by this
Agreement shall be brought only in the state courts or federal courts
sitting in Nevada. The parties to this Agreement hereby irrevocably waive
any objection to jurisdiction and venue of any action instituted hereunder
and shall not assert any defense based on lack of jurisdiction or venue or
based upon FORUM NON CONVENIENS.
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(e)
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SEVERABILITY.
In the event that any term or provision of this Agreement shall be finally
determined to be superseded, invalid, illegal or otherwise unenforceable
pursuant to applicable law by an authority having jurisdiction and venue,
that determination shall not impair or otherwise affect the validity,
legality or enforceability: (i) by or before that authority of the
remaining terms and provisions of this Agreement, which shall be enforced
as if the unenforceable term or provision were deleted, or (ii) by or
before any other authority of any of the terms and provisions of this
Agreement.
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[BALANCE
OF PAGE BLANK / SIGNATURE PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
indicated below:
Company:
BY: Easy
Scripts, Inc.
/s/ Xxxxxx Xxxxxxx
/s/ 6/26/09
Signature Date
Xxxxxx Xxxxxxx,
President
Print
Name / Title
Lender:
By: PT
Group, Inc.
/s/ Xxxxx Xxxxxxx
/s/ 6/26/09
Signature Date
Xxxxx Xxxxxxx, General
Manager
Print
Name / Title
EXHIBIT A
This Exhibit A is an exhibit
to that certain LOAN AGREEMENT (the “Agreement”) dated as
of June 26, 2009, by and among Easy Scripts, Inc. (the “Company”), and PT
Group, Inc. (the “Lender”), and
incorporates all terms and conditions of the Agreement:
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Disbursement
Date
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Amount
(US Dollars)
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Lender
initials
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Company
Initials
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06/26/09
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$35,000
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LG
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KM
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