September 25, 2009
Exhibit
10.13
September 25, 2009
Xx.
Xxxxxxxxx Xxxxxxxx
P.O. Box 29880
Riyadh, 11467
Kingdom of Saudi Arabia
Re: Loan Investment in US
SolarTech, Inc.
Dear Mr.
Xx Xxxxxx:
This
letter sets forth the agreement between you (“Lender”) and US SolarTech, a
Delaware corporation (the “Company”).
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1.
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Loan Agreement.
Simultaneous with the execution of this letter agreement (the “Letter
Agreement”), Xxxxxx shall commit to loan the Company up to $450,000,
pursuant to the terms and conditions of standard loan
agreements.
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2.
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Loan
Commitment.
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a.
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The
Lender agrees to match the amount of loan proceeds received by the Company
from other lenders, on a $1 for $1 basis, up to
$450,000.
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b.
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The
Lender will remit by September 30, 2009 the initial loan proceeds of not
less than $250,000, which will match the amount remitted by other
lenders.
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c.
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On
October 1, 2009, the Company will advise the Lender of the initial loan
amount received from other lenders. To the extent that the loan proceeds
amount received, as of September 30th,
exceeds $250,000, the excess amount will be matched by the Lender under
the terms provided in (d), below.
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d.
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Thereafter,
within two (2) business days after each month end, the Lender will receive
written or electronic notice from the Company of the amount of loan funds
received by other lenders during that month. The Lender, within five (5)
business days of receipt of such notice, shall remit such amount to the
Company to the extent that the Lender’s total loan amount does not exceed
the $450,000 commitment.
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e.
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During
the first fifteen (15) days of October, the Company will use its best
efforts to finalize negotiations with respect to payment and delivery
terms for the purchase of approximately $365,000 of
equipment.
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f.
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In
consideration for the Lender’s $450,000 commitment, the Lender shall
receive the same terms and conditions as if the Lender had loaned the
$450,000 as of September 30, 2009. Further, if the $2,000,000
Loan Transaction is still open as of November 15th,
the Lender shall also receive the same loan terms as of September 30,
2009, if the Lender loans the Company an additional $500,000 by November
15th.
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g.
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If
the Lender fails to remit the matching funds, as provided above, the
Company shall provide written or electronic notice to the Lender. If after
five (5) business days of sending such notice, the Lender has not remitted
the required amount to the Company, the terms of (f), above, shall be
terminated.
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3.
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Governing Law. This Agreement shall in all
respects be governed by and construed in accordance with the laws of the
State of New York. Any controversy, claim or dispute arising
out of or relating to the construction, interpretation, performance,
breach, termination, enforceability or validity of this Agreement or the
arbitration provisions contained herein, including without limitation the
determination of whether a party has waived its rights to arbitration
hereunder or the enforceability of the arbitration provisions hereunder,
shall be determined by arbitration in accordance with, and based upon the
procedures set forth herein and the rules of the International Arbitration
Association. The arbitration shall take place in New York, New
York.
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4.
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Assignment. This
Agreement shall not be assigned by either party without the written
consent of the other.
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6.
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Entire Agreement. This
instrument, together with the exhibits hereto, embodies the entire
agreement between the parties with respect to the transactions
contemplated, and there have been and are no agreements, representations
or warranties between the parties other than those set forth herein.
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8.
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Severability. In
the event that any provision set forth in this Agreement is found to be
invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining terms and provisions hereof shall not be
in any way affected thereby, and this Agreement shall be construed as if
such invalid, illegal or unenforceable provision were severed or limited,
but only to the extent necessary to render such provision and this
Agreement enforceable.
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9.
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Further Actions. The
Company and Investor agree to execute any and all other documents, and to
take any other action or corporate proceedings, which may be necessary or
desirable to carry out the terms of this
Agreement.
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Please
confirm your agreement to be bound by the foregoing by your signature below and
return your signed copy to the Company on or before September 28,
2009.
Very
truly yours,
US
SolarTech, Inc.
_____________________________
By:
Xxxxxx Xxxxxxxx
Title:
Chief Financial Officer
AGREED
AND ACCEPTED
Xxxxxxxxx
X. Xxxxxxxx
_____________________________
By:
Title:
