LOAN AGREEMENT
AGREEMENT,
dated as
of the ____ day of July, 2005, by and between Goldspring,
Inc.,
a
Florida corporation having an address at 0000 Xxxx Xxxxxxxx Xxxxx, Xxxxx
000,
Xxxxxxxxxx, XX 00000 (the "Borrower")
and
(the
"Lender").
W I T N E S S E T&
#160;H:
WHEREAS,
the
Borrower requires funding in the amount of One Million Two Hundred Thousand
($1,200,000) Dollars for the purposes hereinafter set forth; and
WHEREAS,
the
Borrower is borrowing from the Lender____________Dollars,
in consideration of which the Borrower is issuing to the Lender, a negotiable
promissory note (the “Note”)
at an
original issue discount of thirty-three and one-third (33.3%) percent (i.e.,
the
amount to be paid shall be 33.3% less than the principal amount of the Note
to
be issued), and granting to the Lender a security interest in all of its
assets;
and
NOW,
THEREFORE,
it is
agreed as follows:
ARTICLE
I
COMMITMENT
OF LENDER;
BORROWING
CONDITIONS
1. Commitment.
Subject
to the terms and conditions of this Agreement, the Lender hereby agrees
to make a two (2) year loan (the “Loan”)
to the
Borrower in the original principal amount of___________Dollars
(the "Loan
Amount").
2.
Promissory
Note.
(a)
General.
The Loan
shall be evidenced by a Note, issued by the Borrower substantially in the
form
of Exhibit
A
annexed
hereto, of even date herewith in the original principal amount of the Loan
Amount. Principal and any accrued interest on the Note shall be payable in
equal
monthly installments on the 1st
day of
each month, commencing with the month immediately following the Closing Date
(as
defined in Article VII).
(b)
Interest.
The
unpaid principal amount from time to time outstanding on the Note shall bear
interest at the rate of fifteen (15%) percent per annum, computed on the
basis
of the actual number of days elapsed in a year of 360 days. Interest shall
be
payable as set forth in Section 2(a) of this Agreement.
-1-
(c)
Prepayment.
Provided
an Event of Default has not occurred, whether or not such Event of Default
has
been cured, the Borrower will have the option of prepaying the outstanding
Loan
Amount ("Optional
Redemption"),
in
whole or in part, by paying to the Lender a sum of money equal to one hundred
twenty percent (120%) of the Loan Amount to be redeemed, together with accrued
but unpaid interest thereon and any and all other sums due, accrued or payable
to the Lender arising under the Note, this Agreement or any other document
through the Redemption Payment Date, as defined below (the "Redemption
Amount").
Borrower’s election to exercise its right to prepay must be by notice in writing
(“Notice
of Redemption”).
The
Notice of Redemption shall specify the date for such Optional Redemption
(the
"Redemption
Payment Date"),
which
date shall be not less than thirty (30) business days after the date of the
Notice of Redemption (the "Redemption
Period").
(d)
Origination
Fee.
An
origination fee of Thirty Three Thousand Five Hundred Dollars ($33,500) shall
be
deemed earned and payable upon the execution of this Agreement.
3. Additional
Documentation.
In
addition to the execution and delivery of this Agreement and the Note, the
Borrower shall deliver a Security Agreement to the Lender (or the Lender’s
agent) on or prior to the Closing Date, and any other documents, instruments
or
agreements reasonably requested by the Lender in order to effectuate the
purposes of this Agreement (together with this Agreement and the Note, all
such
documents and agreements to be hereinafter referred to as the "Loan
Documents").
ARTICLE
II
SECURITY
All
of
the obligations of the Borrower under this Agreement and the Note shall be
secured by a security interest in and to all assets of the Borrower
(hereinafter, the “Collateral”).
The
Borrower hereby irrevocably authorizes the Lender at any time and from time
to
time to file in any Uniform Commercial Code jurisdiction any initial financing
statements and amendments thereto that (a) indicate the Collateral regardless
of
whether any particular asset comprised in the Collateral falls within the
scope
of Article 9 of the Uniform Commercial Code of the State of New York as amended
from time to time (“NYUCC”),
or
any other Uniform Commercial Code jurisdiction; and (b) contain any other
information required by part 5 of Article 9 of the NYUCC for the sufficiency
or
filing office acceptance of any financing statement or amendment, including
whether the Borrower is an organization, the type of organization and any
organization identification number issued to the Borrower. The Borrower agrees
to furnish any such information to the Lender promptly upon request. The
Borrower also ratifies its authorization for the Lender to have filed in
any
Uniform Commercial Code jurisdiction any like initial financing statements
or
amendments thereto if filed prior to the date hereof with respect to the
Collateral.
-2-
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF THE BORROWER
The
Borrower makes the following representations and warranties:
(a)
Organization
and Authorization.
The
Borrower is a corporation duly organized, validly existing and in good standing
under the laws of the state of its formation, is duly authorized to transact
business and is in good standing in every other jurisdiction where the failure
to qualify to do business would have a material adverse effect upon the
Borrower, and the Borrower is duly authorized and empowered to create, grant
and
issue the Note, and to execute and deliver this Agreement. The Borrower has
the
authority to own, lease and operate its assets, and to carry on its business
as
presently conducted. All action on the part of the Borrower requisite for
the
due creation, issuance and delivery of this Agreement and the Note has been
duly
and effectively taken. This Agreement, the Note, and the other Loan Documents
upon the granting, issuance and delivery thereof, will be, valid, binding
and
enforceable obligations of the Borrower in accordance with their respective
terms and compliance herewith will not violate any provision of law, the
Certificate of Incorporation or By-Laws of the Borrower, or any agreement,
judgment, order or decree to which the Borrower is a party or otherwise bound,
subject to applicable bankruptcy, insolvency, or reorganization, moratorium
or
other similar laws relating to or affecting generally the enforcement of
creditors’ rights. No approval or consent of any governmental agency or body of
the United States or any state thereof or of any other entity or person is
required as of the Closing Date for the legal and valid execution and delivery
by the Borrower of this Agreement, the Note pursuant to this Agreement, or
the
performance of any obligation of the Borrower hereunder.
(b)
Litigation.
Except
as set forth in Schedule
III(b)
hereto,
there is no litigation, legal or administrative proceeding, investigation
or
other action of any nature pending or, to the knowledge of Borrower, threatened,
against or affecting the Borrower and/or its subsidiaries which (i) involves
the
possibility of any judgments or liabilities aggregating more than Five Thousand
($5,000) Dollars not fully covered by insurance or (ii) which may materially
and
adversely affect the assets of the Borrower or the right of the Borrower
to
carry on its business as now conducted or as contemplated.
-3-
(c)
Other
Documents.
The
following further documents are being delivered herewith, all of which are
true,
complete and accurate:
(i)
Copies of the Certificate of Incorporation and By-Laws (and all amendments
thereto) of the Borrower.
(ii)
Certificate of Good Standing of the Borrower to be supplied within thirty
(30)
days of the Closing Date.
(d)
Taxes.
All tax
returns of the Borrower and its subsidiaries, if any, which are shown to
be due
and payable thereon have been paid. The Borrower does not know of any ongoing
tax audit, proposed tax deficiency, assessment, charge or levy against it,
the
payment of which is not adequately provided for on the books of the
Borrower.
(e)
Full
Disclosure.
This
Agreement and all of the exhibits or schedules attached hereto do not contain
any statement that is false or misleading with respect to any material fact
and
do not omit to state a material fact necessary in order to make the statements
therein not false or misleading.
(f)
Compliance
with Instruments; etc.
The
Borrower is not (i) in default under any indenture, agreement or instrument
to
which it is a party or by which it is bound, (ii) in violation of its
Certificate of Incorporation, By-Laws or of any applicable law, (iii) in
default
with respect to any order, writ, injunction or decree of any court,
administrative agency or arbitrator, or (iv) in default under any order,
license, regulation or demand of any government agency, which default or
violation would materially and adversely affect the business, properties,
condition (financial or otherwise) or business prospects of the
Borrower.
ARTICLE
IV
AFFIRMATIVE
COVENANTS OF THE BORROWER
Except
as
specifically set forth herein, so long as any part of the principal of or
interest on the Note remains outstanding, without the prior written consent
of
the Lender:
(a)
Discharge
Taxes and Indebtedness.
The
Borrower will pay and discharge, as they become due, all taxes, assessments,
debts, claims and other governmental or non-governmental charges lawfully
imposed upon or incurred by it or the properties and assets of the Borrower,
except taxes, assessments, debts, claims and charges contested in good faith
in
appropriate proceedings for which the Borrower shall have set aside adequate
reserves for the payment of such tax, assessment, debt, claim or charge.
The
Borrower shall provide the Lender, upon the Lender’s request, evidence of
payment of such taxes, assessments, debts, claims and charges satisfactory
to
the Lender.
-4-
(b)
Insurance.
The
Borrower shall maintain such insurance on its properties and assets with
financially sound and responsible insurance companies, in such amounts as
from
time to time are reasonably required by the Lender. The Borrower shall (i)
deliver to the Lender, upon its request, a detailed list of insurance then
in
effect, stating (A) the names of the insurance companies, (B) the amounts
and
rates of the insurance, (C) dates of expiration thereof and the properties
and
risks covered thereby; (ii) upon request, provide to the Lender copies of
all
insurance policies.
(c)
Maintain
Properties.
The
Borrower shall maintain in full force and effect its corporate existence,
rights
and franchises and all material terms of licenses and other rights to use
licenses, trademarks, trade names, service marks, copyrights, patents or
processes owned or possessed by it and necessary to the conduct of its business.
The Borrower will maintain, preserve and keep all of its properties, equipment
and assets in good repair, working order and condition, and make, or cause
to be
made, all necessary or appropriate repairs, renewals, replacements,
substitutions, additions, betterments and improvements thereto.
(d)
Furnish
Information.
Promptly
on request of the Lender, the Borrower will furnish such information as may
reasonably be necessary to determine whether (i) the Borrower is complying
with
its covenants and agreements contained in this Agreement or (ii) an Event
of
Default (as hereunder defined) has occurred hereunder.
(e)
Maintain
Office.
The
Borrower will maintain an office at the address set forth in this Agreement
or
at such other place as it shall determine upon not less than fifteen (15)
days
prior notice to the Lender, where notices, presentations and demands to or
upon
it with respect to this Agreement can be made.
(f)
Copies
of Legal Process and Claims.
The
Borrower shall, within ten (10) days after receipt, forward to the Lender
at its
address set forth on the signature page hereto, a copy of any communication,
notice, legal process or other notification relating to an uninsured claim
or
alleged claim against it in excess of Five Thousand ($5,000) Dollars and
any
proceedings relating to the replevin of any personal property, or to recover
possession of any real property, leased or owned by the Borrower. The Borrower
shall, within ten (10) days after receipt, forward to the Lender at its office,
notice of any proceeding or hearing or threat thereof before any state or
federal bureau, agency, commission, board or department which could materially
affect the operation of its business. With respect to any legal process,
proceeding or hearing, the return date of which is less than such ten (10)
days,
notice shall be given forthwith.
-5-
(g)
Additional
Documentation.
In
furtherance of the transactions herein contemplated, the Borrower will execute
and cause to be delivered to the Lender, and any other holder of the Note,
such
other certificates, documents, statements, agreements and opinions as may
be
reasonably requested by the Lender during the term of this
Agreement.
(h)
Notice
of Adverse Change.
The
Borrower shall promptly give notice to the Lender (but in any event within
seven
(7) business days) after becoming aware of the existence of any condition
or
event which constitutes, or the occurrence of, any of the
following:
(i)
any
Event of Default as hereunder defined; or
(ii)
the
institution or threatening of institution of an action, suit or proceeding
against the Borrower before any court, administrative agency or arbitrator,
which, if adversely decided, could materially adversely affect the business,
prospects, properties, financial condition or results of operations of the
Borrower, whether or not arising in the ordinary course of
business.
Any
notice given hereunder shall specify the nature and period of existence of
the
condition, event, information, development or circumstance, the anticipated
effect thereof and what actions the Borrower has taken and/or proposes to
take
with respect thereto.
(i)
Use
of Proceeds.
The
parties agree that the Borrower intends to use the proceeds of the Loan for
general working capital purposes.
(j)
Compliance
With Agreements; Compliance With Laws.
The
Borrower shall comply with the terms and conditions of all material agreements,
commitments or instruments to which the Borrower is a party or by which it
may
be bound. The Borrower shall duly comply in all respects with any relevant
laws,
ordinances, rules and regulations of any foreign, federal, state or local
government or any agency thereof, or any writ, order or decree, and conform
to
all valid requirements of governmental authorities relating to the conduct
of
its business, properties or assets, including, but not limited to, the rules
and
regulations of the Federal Communications Commission.
(k)
Negative
Covenants of the Borrower.
On and
after the date hereof, and for so long as any part of the principal of or
interest on the Note shall remain unpaid, without the prior written consent
of
the Lender:
(i)
No
Distribution of Profits or Assets.
The
Borrower will not declare or pay any distribution, in cash or otherwise,
of any
of its profits or assets or redeem, return, purchase or otherwise acquire
directly or indirectly any of its shares of common stock now or hereafter
outstanding.
-6-
(ii)
No
Indebtedness.
Except
for indebtedness owing to the Lender hereunder, the Borrower will not incur
any
indebtedness for borrowed money.
(iii) No
Guarantees.
The
Borrower will not assume, endorse or become liable for or guarantee the
obligations of any corporation, partnership, limited liability company,
individual or other entity excluding the endorsement of negotiable instruments
for deposit or collection in the ordinary course of business.
(iv)
No
Liens.
The
Borrower will not allow the mortgage or pledge of, or creation of a security
interest in, any of its assets.
(v)
No
Transfer of Assets.
The
Borrower will not (i) enter into any acquisition, merger, consolidation,
reorganization, or recapitalization, or reclassify its capital stock, or
liquidate, wind up, or dissolve itself (or suffer any liquidation or
dissolution), (ii) convey, sell, assign, lease, transfer, or otherwise dispose
of, in one transaction or a series of transactions, all or any substantial
part
of the business, property, or assets, whether now owned or hereafter acquired,
of Borrower, or (iii) acquire by purchase or otherwise all or substantially
all
of the property, assets, stock, or other evidence of beneficial ownership
of any
person or entity.
(vi)
Extraordinary
Transactions and Disposal of Assets.
The
Borrower will not enter into any transaction not in the ordinary and usual
course of Borrower’s business, including the sale, lease, or other disposition
of, moving, relocation, or transfer, whether by sale or otherwise, of any
of
Borrower’s properties or assets.
ARTICLE
V
DEFAULTS
AND REMEDIES
1. Events
of Default.
Any one
of the following events shall be considered an event
of
default ("Event
of Default")
as
that term is used herein:
(a)
If
the Borrower defaults in the payment of principal or interest on the Note
after
the same shall become payable as therein or herein set forth and such failure
continues for a period of five (5) days; or
-7-
(b)
If
default beyond five (5) days from notice provided in accordance herewith
shall
occur under the terms of the Note (other than a default covered by clause
(a)
above), of this Agreement or of any other agreement between the Borrower
and the
Lender, or in any other document or instrument executed and delivered in
connection herewith, or under any agreement or instrument between the Borrower
and any third party, which upon default results in an acceleration of the
making
of Borrower’s obligation to such third party or in the termination of such
agreement or results in the Borrower becoming immediately liable for any
amount
to a third party in excess of $10,000; or
(c)
If
any representation, warranty or covenant made by the Borrower herein proves
to
have been untrue in any material respect as of the Closing Date, or any
information, statement, certificate or data furnished hereunder proves to
have
been untrue in any material respect as of the date as of which the facts
therein
set forth were stated or certified; or
(d)
Except for a default covered by clauses (a), (b), (c) and (e) hereof, if
a
default shall be made in the due observance or performance of any other
covenant, affirmative or negative, or condition to be kept or performed by
the
Borrower contained in this Agreement; or
(e)
If
the Borrower shall (i) make a general assignment for the benefit of creditors,
or (ii) apply for or consent to the appointment of a receiver, trustee, or
liquidator of the Borrower or of all or a substantial part of its assets,
or
(iii) be adjudicated a bankrupt, or (iv) file a voluntary petition in bankruptcy
or a voluntary petition seeking reorganization or to effect a plan or other
arrangement with creditors or file a petition or answer seeking to take
advantage of any law (whether federal or state) relating to the relief of
debtors.
(f)
A
default by the Borrower of a material term, covenant, warranty or undertaking
of
any other agreement to which the Borrower and Lender are parties, or the
occurrence of a material event of default under any such other agreement
which
is not cured after any required notice and/or cure period.
2.Acceleration
of Loan.
During
the continuation of any Event of Default specified in Article V, Section
1, the
Lender or any other holder of the Note may, by notice in writing delivered
to
the Borrower, declare the entire outstanding principal amount of the Note
held
by such Lender and the interest accrued thereon immediately due and payable,
and
the said principal and interest shall thereupon become and be immediately
due
and payable without presentment, demand, protest, notice of protest or other
notice of dishonor of any kind, all of which are hereby expressly waived
by the
Borrower. Any principal and interest not paid when due and payable shall
bear
interest thereafter at the lesser of seventeen (17%) percent per month or
the
maximum rate permitted by applicable law.
-8-
3.Enforcement
of Rights.
Upon
the happening of any Event of Default specified in Article V, Section 1,
the
Lender or any other holder of the Note may proceed to protect and enforce
its
rights with respect to the Note and the other documents referred to herein
either by suit in equity or action at law, and proceed to obtain judgment
or any
other relief whatsoever.
4.Payment
of Expenses.
The
Borrower shall pay all expenses, court costs and reasonable attorneys’ fees
which may be incurred by the Lender or any other holder of the Note in
connection with or arising out of any Event of Default hereunder upon a final
nonappealable determination in Lender’s favor.
ARTICLE
VI
CONDITIONS
PRECEDENT
1.Conditions
of Lender’s Obligations.
The
obligations of the Lender hereunder shall be subject to the performance by
the
Borrower of all its agreements theretofore to be performed hereunder and
to the
following further conditions:
(a)Officer's
Certificate.
The
Lender shall have received a certificate or certificates of the Chief Executive
Officer of the Borrower dated as of the Closing Date to the effect
that:
(i)
The
representations and warranties of Borrower herein and in any of the Loan
Documents executed in connection with this Agreement are true and correct
in all
material respects at and as of each of the Closing Dates; and
(ii)
The
Borrower has performed all agreements herein contained to be performed at
or
prior to the Closing Date.
(b)Certified
Copies of Resolutions.
The
Lender shall have received certified copies of resolutions of the board of
directors of the Borrower, in form and substance satisfactory to the Lender
and
its counsel, with respect to the authorization and execution of this Agreement
and the issuance of the Note.
(c) Delivery
of Instruments and Other Documents.
The
Lender shall have received in form and content satisfactory to Lender and
its
counsel, an originally executed Note and such other documents or instruments
as
the Lender may reasonably request.
-9-
ARTICLE
VII
CLOSING
The
closing of the Agreement and the issuance of the Note to the Lender shall
occur
at the offices of Xxxxxxx Xxxx, LLP, 00 Xxxx 00xx
Xxxxxx,
Xxx Xxxx, XX 00000 on July __, 2005 (the "Closing
Date")
or at
such other time or place as the parties shall agree.
ARTICLE
VIII
Legal
Fees
The
Borrower, upon closing, shall pay to Xxxxxxx Xxxx LLP, an aggregate fee of
$
20,000.00 (“Legal
Fees”)
as
reimbursement for services rendered to Lender in connection with this Agreement
and the other documents related hereto.
Miscellaneous
1.Representation
to Survive Closing.
All
warranties, representations, covenants and agreements made by the Borrower
herein shall survive the Closing.
2.Notice.
All
notices, requests, demands and communications under or in respect hereof
shall
be deemed to have been duly given and made if in writing (including fax)
if
delivered by hand or left at or posted by pre-paid registered or certified
mail
(airmail if dispatched to a foreign county) to the party concerned at its
address appearing below or sent by fax to the number and with copy as below
indicated. Service shall be deemed to be effective: so far as delivery by
hand
is concerned when handed to the recipient or left at the recipient's address;
by
post three days after posting (seven days if sent to a foreign country);
by fax
on the same day as dispatch and receipt is confirmed. The said addresses
and fax
numbers shall continue in force until alternatives are notified and receipt
of
such notification has been acknowledged:
If
to
Lender to the addresses set forth on the signature page of this
Agreement.
With
copies to:
Xxxxxxx
Xxxx LLP
00
Xxxx
00xx
Xxxxxx,
00xx
Xxxxx
Xxx
Xxxx,
XX 00000
Fax
No:
(000)000-0000
Attn:
Xxxxxxx X. Xxxxx, Esq.
-10-
If
to
Borrower, to its address set forth at the beginning of this
Agreement.
With
copies to:
Xxxxxxxxx
Xxxxx LLP
Attn:
Xxxxxxx X. Xxxxx, Esq.
000
Xxxx
Xxxx Xxxx
Xxxx
Xxxx, XX 00000
Fax:
(000) 000-0000
3.
Binding
upon Successors.
All
covenants and agreements herein contained by or on behalf of the Borrower
shall
bind its successors and assigns and shall inure to the benefit of the Lender
and
its successors and assigns; Borrower may not assign this Agreement or any
rights
or duties hereunder without Lender’s prior written consent and any prohibited
assignment shall be absolutely void. Lender reserves the right to sell, assign,
transfer, negotiate, or grant participation in all or any part of, or any
interest in Lender’s rights and benefits hereunder; provided, that Lender shall,
for informational purposes but not as a requirement, notify the Borrower
of the
identity of all other assignees or participants who have acquired an ownership
interest in the Note, and upon conversion, in the equity of the Borrower
as a
result thereof. In connection with any such assignment or participation,
Lender
may disclose all documents and information which Lender now or hereafter
may
have relating to Borrower's business.
4.Counterparts.
This
Agreement may be executed in counterparts at one time or at different times
and,
irrespective of the date of execution between the parties named herein, it
shall
be deemed executed as of the date first above written.
5.
Governing
Law; Jurisdiction.
This
Agreement and the performance of the parties hereunder shall be construed
and
interpreted in accordance with the internal laws of the State of New York,
wherein it was negotiated and executed, and the parties hereunder consent
and
agree that the state and federal courts which sit in the State of New York
and
the County of New York shall have exclusive jurisdiction with respect to
all
controversies and disputes arising hereunder.
6.Severability.
If any
provision of this Agreement is held to be unenforceable for any reason, the
remainder of this Agreement shall, nevertheless, remain in full force and
effect.
0.Xx
Waiver of Rights.
No
course of dealing on the part of the Lender, nor any failure or delay on
the
part of the Lender with respect to the exercise of any right, power or privilege
given or granted hereunder, the Note or any other document or instrument
executed in connection herewith shall operate as a waiver thereof as to any
future defaults, or any single or partial exercise by the Lender of any right,
power or privilege granted or contained herein or therein shall preclude
the
Lender from later or further exercise of any right, power or privilege as
to any
future defaults. The rights and remedies of the Lender are cumulative and
not
exclusive of any other remedies under law.
-11-
0.Xxxxxxxxxxxx.
Unless
the context of this Agreement clearly requires otherwise, references to the
plural include the singular, references to the singular include the plural,
the
term "including" is not limiting, and the term "or" has, except where otherwise
indicated, the inclusive meaning represented by the phrase "and/or." The
words,
"hereof," "herein," "hereby," "hereunder," and similar terms in this Agreement
refer to this Agreement as a whole and not to any particular provision of
this
Agreement. Article, Section, subsection, paragraph, clause, schedule, and
exhibit references are to this Agreement unless otherwise specified. Any
reference in this Agreement to this Agreement shall include all alterations,
amendments, changes, extension, modifications, renewals, replacement,
substitutions and supplements, thereto and thereof, as applicable.
9.Indemnification.
In the
event the Lender is required to appear before, or participate in, or become
involved with, any proceeding initiated by or brought with respect to the
Borrower by any government or administrative agency, federal, state or local,
investigating the business operations or activities of the Borrower, the
Lender
shall be reimbursed by the Borrower for all expenses incurred by it in
connection therewith, including, but not limited to, attorney’s fees.
Additionally, the Borrower will indemnify and hold harmless the Lender from
each
and every liability, loss, obligation, cost or expense which may be imposed
or
arising out of (x) any such proceeding, or (y) any of the transactions evidenced
hereby, except for the Lender’s gross negligence or willful
misconduct.
10. Confidentiality.
The
Borrower agrees that it will not disclose, and will not include in any
public announcement, the name of the Lender, unless expressly agreed to by
the
Lender unless and until disclosure is required by law or regulations, and
then,
only to the extent
of
such requirement.
11.Term.
This
Agreement shall become effective upon execution and delivery hereof by Borrower
and Lender and shall continue in full force and effect until all amount of
principal and interest on the Note have been paid in full.
-12-
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be duly
executed
as of the day and year first above written.
BORROWER:
GOLDSPRING,
INC.
|
By:
_____________________________
Name:
Title:
|
||
|
LENDER
|
NOTE
PRINCIPAL
|
LOAN
AMOUNT AFTER ORIGINAL ISSUE DISCOUNT
|
|
______________________________
(Signature)
By:
|
||
|
PAYMENT
AFTER DEDUCTION OF ORIGINATION FEE
|
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-13-
EXHIBIT
A
PROMISSORY
NOTE
-14-
Schedule
III(b)
LITIGATION
-15-
