LOAN AGREEMENT
THIS
LOAN
AGREEMENT (this "Agreement")
is
executed as of January 31, 2008, by and among Well Chance Investments Limited,
Inc., a company incorporated in the British Virgin Islands (the "Company")
and
RMK Emerging Growth Opportunity Fund LP, a Delaware limited partnership
(“RMK”)
(each
a “Party”
and
collectively the “Parties”).
WHEREAS,
the Company is conducting this bridge loan financing (the "Bridge
Financing")
simultaneously with a reverse merger (the "Merger")
with
and into Noble Quests, Inc., a publicly traded Nevada company (the “Public
Company Parent”)
whereby the Company will survive such Merger or such other similar transaction
such as a share exchange transaction by existing Company stockholders (the
Merger and Bridge Financing are collectively referred to herein as the
“Transaction”);
WHEREAS,
in order to fund the Company’s fees and expenses for the Transaction and a
post-merger Equity Financing, the Company wishes to borrow four hundred forty
four thousand seven hundred thirty three dollars and fifteen cents ($444,733.15)
from RMK as a short term bridge loan; and
WHEREAS,
RMK is willing to provide such financing on terms and conditions as set forth
herein.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and RMK, intending
to
be legally bound, agree as follows:
ARTICLE
1
DEFINITIONS
1.1 Defined
terms.
Certain
capitalized terms used in this Agreement shall have the specific meanings
defined below:
“Additional
Loan Closing Date”
shall
mean the date upon which an Additional Loan is made to the Company.
“Business
Day”
means
any day except Saturday, Sunday and any day which shall be a federal legal
holiday or a day on which banking institutions in the State of California are
authorized or required by law or other governmental action to
close;
“Initial
Loan Closing Date”
shall
mean the date upon which the Loan is delivered to the Company.
”Equity
Financing”
means
the issuance and sale after the date hereof of equity or equity-linked
securities by the Company or its Public Company Parent to investors (other
than
investors who are stockholders of the Company on the date hereof), which
issuance and sale results in gross proceeds to the Company of at least three
million dollars ($3,000,000).
“Transaction
Fees”
means
the Company’s expenses, including but not limited to the audit and legal fees,
in connection with the Merger, Bridge Financing and Equity
Financing.
ARTICLE
2
THE
LOAN
2.1 Loan.
According to the terms and subject to the conditions of this Agreement, RMK
shall make a single-installment loan to the Company on the Initial Closing
Date
in the amount of at least $244,733.15 (the "Initial
Loan").
RMK
shall advance an additional Loan, in accordance with the terms set forth in
Section 2.2, in the amount of up to $200,000 (the "Additional
Loan")
(the
Initial Loan and the Additional Loan, if any, shall be referred to collectively
as the "Loan").
The
Initial Loan and the Additional Loan shall be $444,733.15. The Initial Loan
shall be used solely for payment of the Company’s Transaction Fees and shall be
evidenced by promissory note(s) in the form attached hereto as Exhibit
A
("Note"),
duly
executed on behalf of the Company and dated as of the Initial Loan Closing
Date.
The Initial Loan Closing Date shall be no later than the closing of the share
exchange transaction between Noble Quests, a Nevada corporation and the
shareholders of the Company (“Merger
Closing Date”).
2.2 Additional
Loan.
Provided there is no Event of Default under this Agreement, RMK shall make
an
Additional Loan to the Company of up to $200,000. RMK shall be obligated to
make
the Additional Loan so long as there is no Event of Default within twenty (20)
calendar days of the Initial Loan Closing Date. The Additional Loan shall be
evidenced by a Note, duly executed on behalf of the Company and dated as of
the
Additional Loan Closing Date.
2.3 Repayment.
The
Company shall repay the Loan to RMK pursuant to the following repayment
terms:
(a) Repayment
in the Event of Equity Financing.
In the
event that there is a closing of an Equity Financing, then full repayment of
all
outstanding amounts of Loan Principal, Initial Loan Premium and Additional
Loan
Fee (if applicable) owed to RMK as of the closing date of the Equity Financing
shall be delivered by the Company to RMK no later than five (5) Business Days
after the closing date of the Equity Financing. The full repayment amount that
the Company shall be required to deliver to RMK in the event of a closing of
an
Equity Financing shall be calculated in accordance with the terms set forth
Sections 2.3(b), 2.3(c) and 2.3(d) below.
(b) Initial
Payment Period Repayments.
The
total amount due and payable to RMK (regardless of whether or not there is
a
closing of an Equity Financing) if such repayment is delivered to RMK on or
before the 365th
calendar
day after the Initial Loan Closing Date shall be the sum of the Loan(s) (the
“Loan
Principal”)
plus a
loan fee of 68.64045% of the amount of the Loan Principal (the “Initial
Loan Premium”).
For
example, if the Loan Principal were $444,733.15, then the Loan Principal and
Initial Loan Premium would be a total of $750,000. Any funds received by RMK
as
a partial repayment of the Loan (“Partial
Repayment”)
on or
before the 365th
calendar
day after the Initial Loan Closing Date shall be applied toward repayment as
follows:
(i) 59.3%
of
the Partial Repayment shall be applied toward payment of the remaining
outstanding Loan Principal owed by the Company as of the date of such Partial
Repayment; and
(ii) 40.7%
of
the Partial Repayment shall be applied toward payment of the remaining
outstanding Initial Loan Premium as of the date of such Partial Repayment.
1
(c) Prepayment.
The
Company may from time to time prepay all or any portion of the Loan. The Company
shall give RMK at least three (3) Business Days prior written notice of its
intention to prepay the Loan, specifying the date of payment and the total
amount of the Loan to be paid on such date.
(d) Subsequent
Period Repayments.
In the
event that full repayment of all outstanding amounts of Loan Principal and
Initial Loan Premium is not made by the Company on or before the 365th
calendar
day after the Initial Loan Closing Date, then, in addition to the remaining
outstanding Loan Principal and Initial Loan Premium due, the total amount due
and payable to RMK shall also include an additional loan fee that shall be
a
percentage of the remaining outstanding Loan Principal at the time repayment
is
made (“Additional
Loan Fee”).
The
applicable Additional Loan Fee if repayments are made on the 366th calendar
day
after the Initial Loan Closing Date and for the 44-day period (“Initial
45-day Period”)
thereafter, shall be two percent (2%) of the remaining outstanding Loan
Principal at the time repayment is made. The Additional Loan Fee percentage
amount shall increase in two percent (2%) increments for every 45-day period
subsequent to the Initial 45-day Period and shall continue to increase until
the
Company makes full repayment of all of the remaining outstanding Loan Principal,
Initial Loan Premium, and Additional Loan Fee owed to RMK as of the date on
which the full repayment is made. (The Initial 45-day Period and all subsequent
45-day periods are hereinafter collectively referred to as the “Subsequent
Periods”.)
Any
Partial Repayments delivered to RMK during Subsequent Periods shall be applied
proportionately toward repayment in accordance with the amounts of: (a) the
remaining outstanding Loan Principal; (b) the remaining outstanding Initial
Loan
Premium; and (c) the applicable Additional Loan Fee due on the date of repayment
as follows 2 :
1
For
example, if the Company’s first repayment is a Partial Repayment of $100,000
during the Initial Payment Period, $59,300 of such Partial Repayment will
be
applied toward payment of the outstanding Loan Principal (thus reducing
the
amount outstanding owed for Loan Principal from $444,733.15 to $385,433.15),
and
$40,700 of such Partial Repayment will be applied toward payment of the
outstanding Initial Loan Premium (thus reducing the amount of outstanding
Initial Loan Premium from $305,266.85 to $264,566.85).
2 Variable
Index:
A
= total
remaining outstanding Loan Principal on date of repayment
B
= total
remaining outstanding Initial Loan Premium on date of repayment
C
= “A”
multiplied by the applicable Additional Loan Fee percentage amount (e.g.
2%
during Initial 45-day Period, or 4% during first 45-day Period after the
Initial
45-day Period)
P
= total
Partial Repayment amount made
T
= A
+ B +
C
(i) the
portion of the Partial Repayment that shall be applied to the remaining
outstanding Loan Principal due shall equal the product of P multiplied by the
quotient of A divided by T (as such variables are defined in the Variable
Index
set
forth in footnote 2 below);
(ii) the
portion of the Partial Repayment to be applied to the remaining outstanding
Initial Loan Premium shall equal the product of P multiplied by the quotient
of
B divided by T (as such variables are defined in the Variable
Index
set
forth in footnote 2 below); and
(iii) the
portion of the Partial Repayment to be deducted from the outstanding Additional
Loan Fee due shall equal the product of P multiplied by the quotient of C
divided by T (as such variables are defined in the Variable
Index
set
forth in footnote 2 below). 3
(d) In
the
event that Full Repayment is not received on or before the 455th
calendar
day after the Initial Loan Closing Date, then the Loan shall be subject to
the
Event of Default provisions set forth in Sections 6.1 and 6.2 herein, and the
total amount due and payable to RMK shall include all remaining unpaid amounts
of the Loan Principal and Initial Loan Premium and shall also include and
continue to accrue the Additional Loan Fee (as described in Section 2.3(c))
during the Subsequent Periods until Full Repayment is received by
RMK.
ARTICLE
3
CONDITIONS
PRECEDENT TO THE LOAN
3.1 Conditions
on the Initial Loan Closing Date.
The
obligation of RMK to make the Initial Loan pursuant to Section 2.1 shall be
subject to the satisfaction of the conditions set forth in this Section. If
the
conditions set forth in this Section are not met on or prior to the Initial
Loan
Closing Date, then RMK shall have no obligation to make the Initial Loan.
(a) The
Company shall have duly executed and delivered to RMK the Notes representing
the
Loan.
(b) The
Company shall have duly authorized, executed, and delivered to RMK a security
agreement in the form attached hereto as Exhibit
B
(the
“Security
Agreement”)
to
secure the repayment of the Loan and granting RMK a continuing security interest
in all presently existing and hereafter acquired assets and property of the
Company of whatever nature and wherever located (except for any such assets
for
which, by the terms of any agreement in existence on the date hereof, does
not
permit the granting of a security interest, in which case the Company shall
grant to RMK in the Security Agreement a security interest in all proceeds
received by the Company generated by such assets).
3
For
example and continuing with the hypothetical described in footnote 1 above,
assume the Company makes another $100,000 Partial Repayment to RMK during
the
Initial 45-day Period. The portion of the $100,000 Partial Repayment to be
allocated toward payment of the remaining outstanding Loan Principal would
equal
$58,602.41 (thus further reducing the remaining outstanding Loan Principal
from
$385,433.15 to $326,830.74). The portion of the $100,000 Partial Repayment
to be
allocated toward payment of the remaining outstanding Initial Loan Premium
would
equal $40,225.54 (thus further reducing the remaining outstanding Initial
Loan
Premium from $264,566.85 to $224,341.31). The portion of the $100,000 Partial
Repayment that would be applied toward payment of the total outstanding
Additional Loan Fee due would equal $1,172.05.
(c) RMK
shall
have received on or before the execution date of this Agreement (the
“Execution
Date”)
an
Officer’s Certificate in the form attached hereto as Exhibit
C,
dated
as of the Execution Date.
3.2 Conditions
on the Additional Loan Closing Date.
The
obligation of RMK to make the Additional Loan pursuant to Section 2.2 shall
be
subject to the satisfaction, on or before the date on which such Loan is made,
of the conditions set forth in this Section. If the conditions set forth in
this
Section are not met on or prior to such date, RMK shall have no obligation
to
make the Additional Loan.
(a) The
Company shall have duly executed and delivered to RMK the Note representing
the
Additional Loan.
ARTICLE
4
REPRESENTATIONS
AND WARRANTIES
4.1 Due
Incorporation and Good Standing.
The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the British Virgin Islands, with full and adequate power
to
carry on and conduct its business as presently conducted, and is duly licensed
or qualified in all foreign jurisdictions wherein the failure to be so qualified
or licensed would reasonably be expected to have a material adverse effect
on
the business of the Company.
4.2 Due
Authorization.
The
Company has full right, power and authority to enter into this Agreement, to
make the borrowings hereunder and execute and deliver the Note as provided
herein and to perform all of its duties and obligations under this Agreement
and
the Note. The execution and delivery of this Agreement will not, nor will the
observance or performance of any of the matters and things herein or therein
set
forth, violate or contravene any provision of law or the Company's bylaws or
certificate of incorporation. All necessary and appropriate corporate action
on
the part of the Company has been taken to authorize the execution and delivery
of this Agreement. On the Execution Date, the Company will deliver to RMK a
copy
of the written resolutions by or the minutes of the meeting of the Company’s
Board of Directors authorizing the Company to enter into this Agreement, to
make
the borrowings as provided herein, and to perform all of its duties and
obligations under this Agreement.
4.3 Enforceability.
This
Agreement has been validly executed and delivered by the Company and constitutes
the legal, valid and binding obligations of the Company enforceable against
it
in accordance with its respective terms, subject to applicable bankruptcy,
insolvency, reorganization or similar laws relating to or affecting the
enforcement of creditors’ right and to the availability of the remedy of
specific performance.
4.4 Capitalization.
All of
the Company's authorized and outstanding equity securities (including securities
convertible into equity securities) are identified on Schedule
A
attached
hereto. Other than as set forth on Schedule
A,
there
are no outstanding shares of capital stock or any options, warrants or other
preemptive rights, rights of first refusal or similar rights to purchase equity
securities of the Company.
4.5 Subsidiaries.
The
Company owns no securities of any other entity, and, except as set forth in
this
Section 4.5, there are no outstanding shares of capital stock or any options,
warrants or other preemptive rights, rights of first refusal or similar rights
to purchase equity securities of any other entity.
4.6 Compliance
with Laws.
The
nature and transaction of the Company's business and operations and the use
of
its properties and assets do not, and during the term of this Agreement shall
not, violate or conflict with in any material respect any applicable law,
statute, ordinance, rule, regulation or order of any kind or
nature.
4.7 Absence
of Conflicts.
The
execution, delivery and performance by the Company of this Agreement, and the
transactions contemplated hereby, do not constitute a breach or default, or
require consents under, any agreement, permit, contract or other instrument
to
which the Company is a party, or by which the Company is bound or to which
any
of the assets of the Company is subject, or any judgment, order, writ, decree,
authorization, license, rule, regulation, or statute to which the Company is
subject, and, except as set forth in the Security Agreement, will not result
in
the creation of any lien upon any of the assets of the Company.
4.8 Litigation
and Taxes.
There
is no
litigation or governmental proceeding pending, or to the best knowledge of
the
Company after due inquiry, threatened, against the Company. The Company has
duly
filed all applicable income or other tax returns and has paid all material
income or other taxes when due. There is no controversy or objection pending,
or
to the best knowledge of the Company after due inquiry, threatened in respect
of
any tax returns of the Company.
4.9 No
Omissions or Misstatements.
None of
the information included in this Agreement, other documents or information
furnished or to be furnished by the Company, or any of its representations,
contains any untrue statement of a material fact or is misleading in any
material respect or omits to state any material fact. Copies of all documents
referred to in herein have been delivered or made available to RMK and
constitute true and complete copies thereof and include all amendments,
schedules, appendices, supplements or modifications thereto or waivers
thereunder.
ARTICLE
5
COVENANTS
5.1 Negative
Covenants of the Company.
The
Company covenants and agrees that, from the Execution Date until the date on
which RMK receives full repayment of all remaining outstanding amounts of the
Loan Principal, Initial Loan Premium, and Additional Loan Fee (and, in any
event, during such time as any portion of the Loan or any applicable Initial
Loan Premium, and Additional Loan Fee (if applicable) thereon is outstanding),
without the consent of RMK, the Company will not:
(a) except
for the Merger and the Company’s or its Public Company Parent’s future
acquisition of or merger with Chinese media advertising companies, merge or
consolidate with or into any other corporation or sell or otherwise convey
a
majority of its assets;
(b) engage
in
any business other than the business conducted or reasonably planned to be
conducted by the Company on the Execution Date;
(c) declare,
set aside or pay any dividend or other distribution on any of its capital stock;
or
(d) amend
its
Certificate of Incorporation or Bylaws in any manner that adversely affects
the
rights associated with this Agreement.
5.2 Affirmative
Covenants of the Company.
The
Company covenants and agrees that, from the Execution Date until the date on
which RMK receives full repayment of all remaining outstanding amounts of the
Loan Principal, Initial Loan Premium, and Additional Loan Fee (and, in any
event, during such time as any portion of the Loan or any applicable Initial
Loan Premium and Additional Loan Fee (if applicable) thereon is outstanding),
the Company shall:
(a) operate
its business only in the ordinary course and maintain its properties and assets
in good repair, working order and condition;
(b) cause
to
be done all things reasonably necessary to maintain, preserve and renew its
corporate existence and all material licenses, authorizations and permits
necessary to the conduct of its businesses; and
(c) comply
with all applicable laws, rules and regulations of all governmental authorities,
the violation of which could reasonably be expected to have a material adverse
effect on its business, properties or prospects.
ARTICLE
6
DEFAULT
6.1 Events
of Default.
The
occurrence of the events described in either Sections 6.1(a) or 6.1(b), if
not
cured within a ten (10) Business Day cure period from the date of such default,
or the occurrence of the events described in Section 6.1(c) and 6.1(d), for
which there shall be no cure period (each event an “Event
of Default”),
if
any, shall constitute an Event of Default of the Company:
(a) a
material breach of any representation, warranty, covenant or other provision
of
this Agreement, the Note, or the Security Agreement;
(b) (i)
the
application for the appointment of a receiver or custodian for the Company
or
the property of the Company, (ii) the entry of an order for relief or the filing
of a petition by or against the Company under the provisions of any bankruptcy
or insolvency law, (iii) any assignment for the benefit of creditors by or
against the Company, or (iv) the Company becomes insolvent;
(c) the
Company’s failure to make full repayment of the Loan (including all remaining
outstanding Loan Principal and applicable outstanding Initial Loan Premium
and
Additional Loan Fee), as described in this Agreement or the Note, to RMK on
or
before 455th
day
after the Initial Loan Closing Date; and
(d) in
the
event that there is a closing of an Equity Financing, the Company’s failure to
deliver full repayment of the Loan (including all remaining outstanding Loan
Principal and applicable outstanding Initial Loan Premium and Additional Loan
Fee) to RMK within five (5) Business Days of the closing date of the Equity
Financing as set forth and in accordance with Section 2.3(a)
herein.
6.2 Effect
of Default.
Upon
the occurrence of any Event of Default that is not cured within any applicable
cure period, RMK may elect, by written notice delivered to the Company, to
take
any or all of the following actions: (i) declare this Agreement terminated
and
the outstanding amounts under the Note to be forthwith due and payable,
whereupon the entire unpaid Loan Principal, together with all of the unpaid
applicable outstanding Initial Loan Premium and Additional Loan Fee (if
applicable) owed to RMK, and all other cash obligations hereunder, shall become
forthwith due and payable, without presentment, demand, protest or any other
notice of any kind, all of which are hereby expressly waived by the Company,
anything contained herein or in any of the Note to the contrary notwithstanding,
and (ii) exercise any and all other remedies provided hereunder or available
at
law or in equity upon the occurrence and continuation of an Event of Default.
In
addition, during the occurrence of any Event of Default, the Company shall
not
pay make any payment on any other outstanding indebtedness of the Company (other
than indebtedness of the Company to which RMK holds a majority of principal
under the Loan) unless the Parties have agreed in writing to subordinate this
Agreement and the Note hereunder.
ARTICLE
7
WARRANT
7.1 Issuance
of Warrant.
In the
event that there is a closing of the Merger, on the Merger Closing Date, the
Company shall cause Noble Quests, by including a condition to the closing of
the
Merger in the merger agreement, to issue to RMK a Common Stock Purchase Warrant
(the “Warrant”)
substantially in the form attached hereto as Exhibit
D.
The
Warrant shall be immediately exercisable upon issuance and shall be exercisable
until the third anniversary of the issuance date of the Warrant. The Warrant
exercise price shall equal $2.50 per share, subject to adjustments as set forth
in Section 2 of the Warrant (the “Initial
Exercise Price”).
The
total number of shares underlying the Warrant that RMK will receive shall equal
two hundred thousand (200,000) shares of Noble Quests’ common
stock.
7.2 Registration
of Shares Underlying Warrant.
(a) If,
at
any time commencing on the date hereof until the second anniversary of this
Agreement, the Company or Noble Quests prepares and files a Registration
Statement under the Securities Act or otherwise registers securities under
the
Securities Act as to any of its securities (other than under a Registration
Statement pursuant to Form S-8 or Form S-4) (each such filing, a "Registration
Document"),
the
Company will give written notice, at least twenty (20) calendar days prior
to
the filing of such Registration Document to the holder of the Warrant of its
intention to do so. The Company shall cause the Public Company Parent to include
all of the shares underlying the Warrant (the “Registrable
Securities”)
in
such Registration Documents with respect to which the Company has received
written requests for inclusion therein within 15 calendar days of actual receipt
of the Company's notice.
(b) In
the
event of an underwritten registered offering in which the managing
underwriter(s) advise the Company or Noble Quests in writing that in their
opinion the number of Registrable Securities exceeds the number of securities
which can be sold therein without adversely affecting the marketability of
the
offering, the Company will cause Noble Quests to include in such registration
the number of Registrable Securities requested to be included which in the
opinion of such underwriter(s) can be sold without adversely affecting the
marketability of the offering, pro rata among the respective holders thereof
on
the basis of the amount of Registrable Securities owned by each such holder.
ARTICLE
8
MISCELLANEOUS
8.1 Successors
and Assigns.
Subject
to the exceptions specifically set forth in this Agreement, the terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the respective executors, administrators, heirs, successors and assigns of
the
parties. This Agreement may be assigned solely by RMK provided that RMK complies
with all applicable federal and state securities laws. In the event of an
assignment by RMK, each of the parties to this Agreement acknowledge and agree
that RMK’s assignee is assigned and takes over all rights, obligations,
responsibilities, duties, remedies, powers and privileges under this Agreement
from RMK.
8.2 Further
Assurances.
Each
party to this Agreement agrees to promptly produce and execute such other
documents or agreements as may be necessary or desirable for the execution
and
implementation of this Agreement, RMK’s assignment of this Agreement (if
applicable), and the consummation of the transactions contemplated
thereby.
8.3 Titles
and Subtitles.
The
titles and subtitles of the Sections of this Agreement are used for convenience
only and shall not be considered in construing or interpreting this
agreement.
8.4 Notices.
Any
notice, request or other communication required or permitted hereunder shall
be
in writing and shall be delivered personally or by facsimile (receipt confirmed
electronically) or shall be sent by a reputable express delivery service or
by
certified mail, postage prepaid with return receipt requested, addressed as
follows:
if
to
the Company, to:
Well
Chance Investments Limited
Attn:
Xx.
Xxxxxxx Dash, CEO
00X,
Xxxxx X, Xxxxxxxx Xx. 0 XX Xxxxxxxxxxxxx Center
Jia3
Yongandongli, Jianguomenwai Avenue,
Xxxxxxxx
Xxxxxxxx, Xxxxxxx, Xxxxx 000000
Tel:
x00 00 0000 0000
Fax:
x00
00 0000 0000
if
to
RMK, to:
RMK
Emerging Growth Opportunity Fund LP
Attn:
Xx.
Xxxx X. Xxxxxxx
0000
Xxxxxx Xxxxx Xxxxxx Xxxx., Xxxxx 000
Xxxxxxx
Xxxxx, XX 00000
Tel:
(000) 000-0000
Fax:
(000) 000-0000
Either
party hereto may change the above specified recipient or mailing address by
notice to the other party given in the manner herein prescribed. All notices
shall be deemed given on the day when actually delivered as provided above
(if
delivered personally or by facsimile, provided that any such facsimile is
received during regular business hours at the recipient's location) or on the
day shown on the return receipt (if delivered by mail or delivery
service).
8.5 Governing
Law.
This
Agreement shall be governed by and construed in accordance with the domestic
laws of the State of California without giving effect to any choice of law
or
conflict of law provision or rule (whether of the State of California or any
other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of California.
8.6 Waiver
and Amendment.
Any
term of this Agreement may be amended, waived or modified with the written
consent of the Company and RMK.
8.7 Remedies.
No
delay or omission by RMK in exercising any of its rights, remedies, powers
or
privileges hereunder or at law or in equity and no course of dealing between
RMK
and the undersigned or any other person shall be deemed a waiver by RMK of
any
such rights, remedies, powers or privileges, even if such delay or omission
is
continuous or repeated, nor shall any single or partial exercise of any right,
remedy, power or privilege preclude any other or further exercise thereof by
RMK
or the exercise of any other right, remedy, power or privilege by RMK. The
rights and remedies of RMK described herein shall be cumulative and not
restrictive of any other rights or remedies available under any other
instrument, at law or in equity.
8.8 Counterparts.
This
Agreement may be executed in separate counterparts each of which will be an
original and all of which taken together will constitute one and the same
agreement.
8.9 Facsimile.
This
Agreement may be executed using facsimiles of signatures, and a facsimile of
a
signature shall be deemed to be the same, and equally enforceable, as an
original of such signature.
*
* * *
*
IN
WITNESS WHEREOF, the parties have caused this Loan Agreement to be executed
on
the date first set forth above.
|
WELL
CHANCE INVESTMENTS LIMITED
|
|||
|
By:
|
/s/ Xxxxxxx Dash
|
||
|
Xxxxxxx
Dash,
|
|||
|
Chief
Executive Officer
|
|||
|
RMK
EMERGING GROWTH OPPORTUNITY FUND LP
|
|||
|
By:
|
/s/ Xxxx Xxxxxxx
|
||
|
Xxxx
X. Xxxxxxx, as authorized
|
|||
|
signatory
for and on behalf of
|
|||
|
ARC
EMERGING GROWTH PARTNERS, LLC, General Partner of RMK Emerging Growth
Opportunity Fund LP
|
|||
|
Amount
of Initial Loan: $
244,733.15
|
|||
|
Amount
of Additional Loan: $
200,000
|
|||
SCHEDULE
A
CAPITALIZATION
EXHIBIT
A
PROMISSORY
NOTE
See
attached.
EXHIBIT
B
SECURITY
AGREEMENT
See
attached.
EXHIBIT
C
OFFICER’S
CERTIFICATE
See
attached.
EXHIBIT
D
FORM
OF COMMON STOCK PURCHASE WARRANT
See
attached.
