Bridge Loan Agreement
Between
Miralco Holding AG,
Hofackerstrasse 3a, CH-4132 Muttenz (Lender)
And
Qnective AG, Xxxxxxxxxxxxxxxx
00, 0000 Xxxxxx (Borrower)
Whereas,
The
Borrower is a corporation duly organized and validly existing under the laws of
Switzerland with business activities in the field of
Telecommunications;
The
Lender is an investment corporation duly organized and validly existing under
the laws of Switzerland;
The
Borrower has requested a bridge loan in an amount of $2’000’000.00 for working
capital and general corporate purposes until such time as it can complete an
overall debt or equity financing with the lender, and the Lender is willing to
grant the requested bridge loan on and subject to the terms and conditions
hereof.
Accordingly, the parties agree as
follows:
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1.
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The
Lender grants to the Borrower the amount of $2’000’000.00 as a bridge loan
for working capital and general corporate
purposes.
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2.
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The
amount shall be transferred to a bank account designated by the Borrower
immediately after the execution of this
agreement.
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3.
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The
loan is granted at a fixed interest rate of 4% (four percent) p.a. over
the whole term of the loan. The parties agree upon quarterly interest
periods ending for the first time per September 30,
2009.
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4.
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The
term of the loan is 12 months after the execution of this agreement or
until the conclusion of the overall debt or equity financing mentioned
above, whichever happens first. Thereafter the loan is repayable in one
installment. The parties reserve to agree at that time upon the conversion
of the present bridge loan agreement into an equity financing agreement at
conditions yet to be defined.
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5.
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This
Agreement may be modified or amended only by a writing signed by the
parties.
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6.
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Should
any term or provision hereof be deemed invalid, void or unenforceable
either in its entirety or in part, the remainder of this Agreement shall
nonetheless remain in full force and effect. The invalid, void
or unenforceable term or provision shall be replaced by a term or
provision which comes as close as possible to the original intentions of
the Parties regarding this
agreement.
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7.
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This
Agreement shall be governed by and construed in accordance with the laws
of Switzerland, subject to the jurisdiction of the courts of
Zurich.
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8.
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In
case of any contradiction between the German and the English language
version of this agreement, the German version shall
prevail.
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Muttenz
and Zurich, dated June 19, 2009
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Miralco
AG
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Qnective
AG
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By:
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/s/ Xxxxxxxx Xxxx Xxxxxx
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By:
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/s/ Xxxxxx
Xxxxx
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Xxxxxxxx
Xxxx-Xxxxxx
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Xxxxxx
Xxxxx
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