LOAN AGREEMENT
Know all
men by these presents, the LOAN
AGREEMENT entered into by ST. XXXXXXXX ALLUVIAL SERVICES AND
LOGISTICS CORP. (LENDER), a company
incorporated and existent under the laws
of Panama and domiciled to this effect at 00xx
Xxxxx, Xxxxxxxx, 00xx X
Xxxxxx, Xxxxxx, Xxxxxxxx of Panama, and, CONSTITUTION MINING CORP.
(CONSTITUTION), a company incorporated
and existent under the laws of Delaware, and domiciled to this effect
at Xxxxxx Xxxxxx Xxxxx 000, Xxxxxxx 0000, Xxxxxx Empresarial Xxxx
Xxxxx Xxxxx A, Miraflores, Lima, Perú.
This
agreement is executed in accordance to the following terms and
conditions:
First: Background
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1.1
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CONSTITUTION
is a company engaged in mining activities that
requires financing to be utilized for expenditures on mining
pediments in Peru.
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1.2
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LENDER
has the funds required by CONSTITUTION and, by means of this instrument,
is willing to grant them as a loan.
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Second: Agreement
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2.1
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By
means of this agreement, hereinafter referred to as the “Agreement”,
LENDER obliges to grant CONSTITUTION a loan of money of US$320,000.00 (three
hundred twenty thousand and 00/100 Dollars of U.S.A.), to be disbursed to
CONSTITUTION no later than June 30, 2010, through a wire transfer to the
following bank account:
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Bank:
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XXXXXXXX
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Swift
code:
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XXXXXXXX
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Beneficiary:
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Number
of account:
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XXXXXXXX
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Address
of the bank:
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XXXXXXXX
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2.2
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CONSTITUTION
agrees to repay the loan in the same currency and within a maximum term of
90 (ninety) days as from the execution of this document, provided that
CONSTITUTION will be entitled to pay back the loan to LENDER at any time
before the lapsing of such 90 day term and will make its best efforts to
pay back the loan earlier.
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2.3
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The
loan will accrue an interest equivalent to 12% (twelve percent) per year
(i.e. US$ 3,200.00 per month). Interest shall be paid upon
maturity of the loan.
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2.4
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In
the unlikely event that CONSTITUTION fails to comply with the repayment
conditions within the stipulated term, it automatically shall fall into
arrears, not needing intimation or any further notification of future
legal proceedings on behalf of LENDER. Default will cause interest to
continue to accrue at a rate of 12% (twelve percent) per
year.
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Three: Additional
provisions
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3.1
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A
waiver of any term, provision or condition of, or consent granted under,
this Agreement shall be effective only if given in writing and signed by
the waiving or consenting party and then only in the instance and for the
purpose for which it is given.
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3.2
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The
fact that a party fails to or delays the exercise of any right, power or
privilege under this Agreement shall not operate as a waiver thereof. Any
single or partial exercise of any such right, power or privilege shall not
preclude any further exercise thereof or the exercise of any other right,
power or privilege. The above, is without prejudice to the forfeiture of
any such right, power or privilege.
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3.3
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No
breach of any provision of this Agreement shall be waived or discharged
except with the express written consent of the party that is waiving or
discharging the relevant breach.
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3.4
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The
rights and remedies herein provided are cumulative with and do not exclude
any other rights or remedies provided by law or
equity.
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3.5
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All
communication amongst the parties will be in written form and remitted to
the addresses referred to in the introduction of this document. In order
for any address modification to be in effect in relation to this
agreement, such modification shall be informed through the deliver of a
letter to the other party. Otherwise, any notification delivered to the
domicile here stated will be valid.
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3.6
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If
any provision in this agreement becomes invalid, illegal or
non-enforceable, the remainder of this agreement shall be valid and
enforceable.
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3.7
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This
agreement shall be governed by the laws of
Delaware.
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WITNESS
WHEREOF, the parties have caused this Agreement to be duly executed as of June
30, 2010.
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ST. XXXXXXXX ALLUVIAL SERVICES
AND LOGISTICS
CORP.
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By:
/s/ Xxxxxxx
Xxxxxxx
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By:
/s/ Xxxxxxxx
X.
Xxxxx
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| Xxxxxxx Xxxxxxx | Xxxxxxxx X. Xxxxx |
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