Loan Agreement
Between
Clyvia Technology GmbH
Xxxxxxxxx-Xxxx-Xxxxx 00
00000
Xxxxxxx-Xxxxxxxxxx
- in the following referred to as “Clyvia” -
a n d
BTec Holding AG
Xxxxxxxx 0
0000 Xxxxxxxxxxxx
Xxxxxxxxxxx
- in the following referred to as “BTec” -
Preamble
Clyvia has developed a plant for depolymerisation. In view of Clyvia’s need for capital, the parties enter into the following agreement.
1.
[Handwriting: received 01/07/08]
BTec grants Clyvia a loan in the
amount of EUR 13.000,00 (in words: thirteen thousand Euro). Clyvia hereby
confirms receipt.
2.
The loan is paid into the account of Clyvia Technology GmbH, Wegberg-Wildenrath.
3.
Interest on the loan is 10% per annum of the loan amount.
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4.
The loan may be cancelled with a term of one month prior
to the month end, however not before the end of the 90th calendar-day
after the full loan amount has been received in the account named in item 2.
5.
Clyvia is entitled to repay the loan including interest
to BTec’s account at any time without the requirement of providing termination
notice.
6.
To secure the loan Inventa assigns BTec 98,000 (in
words: ninety eight thousand) shares in Clyvia Inc., USA. BTec is entitled to
freely sell the shares in their entirety or in part if Inventa does not repay
the loan amount or does not pay the entire amount including interest, otherwise
BTec is required to return them to Inventa.
7.
This contract is exclusively subject to the law of the
Federal Republic of Germany with the exception for the UN convention on
contracts for the International sale of goods.
8.
All disputes, which arise out of or in connection with
this agreement will be settled conclusively according to the rules of
arbitration of the International Chamber of Commerce (ICC) according to the
version effective at the time of the arbitration proceeding by one or more
appointed arbitrators according to these rules of arbitration excluding the
jurisdiction of a court. The arbitrational tribunal may also come to a binding
decision in regards to the validity of this arbitration agreement.
The place of the arbitration proceeding is Zurich.
In addition to the ICC rules as well as the binding other regulations, German law applies for the arbitrational proceeding.
The parties agree on German as the language to be used in the arbitrational proceeding.
Wegberg, dated July 1, 2008
| [Signature] | [Signature] | |
| Clyvia Technology GmbH | BTec Holding AG | |
| Xxxxxx Xxxxxx | X. Xxxxxxxx Xx. Xxxxxxxxxxxx |
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