REVOLVING LINE OF CREDIT LOAN AGREEMENT (ACCOUNTS RECEIVABLE AND INVENTORY)
EXHIBIT 10.64
REVOLVING LINE OF CREDIT
LOAN AGREEMENT
(ACCOUNTS
RECEIVABLE AND INVENTORY)
This
Revolving Line of Credit Loan Agreement (this “Agreement”) is entered into by and
between Kure Corp., a Florida corporation (“Borrower”) and Level Brands, Inc.,
a North Carolina corporation (“Lender”) as of December
12th,
2017.
RECITALS
Borrower desires to
obtain from Lender a revolving line of credit (“Loan”) and Lender is willing to
make the Loan, with the proceeds to be used to finance, in part,
Borrower’s purchase of certain prefabricated intermodal
container building systems in order to increase Borrower’s
Vape and Vape related products market share.
AGREEMENT
NOW,
THEREFORE in consideration of the premises and the mutual promises
herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. LOAN.
1.1 REVOLVING LINE OF
CREDIT. Subject to the terms and conditions contained herein and in
the other documents, instruments and agreements executed in
connection with the Loan and the security therefor
(“Loan
Documents”), Lender will establish for Borrower the
Loan as a revolving line of credit against which Lender will make
advances (“Advances”) from time to time for
the purpose of providing working capital to Borrower. Subject to
the terms hereof, Borrower shall have the right to obtain Advances,
repay Advances and obtain additional Advances; however, all of the
Advances hereunder shall be viewed as a single loan. At no time
shall the unpaid principal balance of the Loan exceed Five Hundred
Thousand Dollars ($500,000) (“Maximum Amount”).
1.2 ADVANCES. Subject
to the terms and conditions hereof, Advances of the Loan will be
made in amounts not to exceed an aggregate of the Maximum
Amount.
1.3 NOTE. The Loan
shall be evidenced by a promissory note (“Note”) of even date herewith in a
form prepared and approved by Lender in the Maximum Amount, payable
in accordance with the terms thereof. Interest on the principal
amount outstanding from time to time shall be charged as provided
in the Note and should such rate of interest as calculated
thereunder exceed that allowed by law, the applicable rate of
interest will be the maximum rate of interest allowed by applicable
law.
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1.4 PREPAYMENTS. If for
any reason the aggregate principal amount of the Loan outstanding
at any time shall exceed the Maximum Amount to be borrowed in
accordance with Section 1.2 hereof, Borrower, without notice or
demand, shall immediately make a principal payment to Lender in an
amount equal to such excess plus accrued and unpaid interest
hereon. Borrower may from time to time, prepay all or part of the
outstanding principal balance of the Loan.
2. SECURITY.
As security
for the payment of the Note, the Loan, and all other liabilities
and obligations of Borrower to Lender, now existing or hereafter
created, Borrower shall grant to Lender a security interest in all
of Borrower’s inventory, accounts receivable, rights to
payment and such other property (“Property”), as more particularly
described in one or more security agreements (“Security Agreements”) executed by
Borrower and delivered to Lender in form and substance satisfactory
to Lender, in its sole and absolute discretion. The Security
Agreements shall grant to Lender a security interest in and to the
Property, except as otherwise expressly provided
therein.
3. ADVANCES.
3.1 CONDITIONS
PRECEDENT TO ADVANCES. Lender shall have no obligation to make any
Advance, as determined by Lender in its sole and absolute
discretion.
3.2 REQUEST FOR
ADVANCES. Advances may be made by Lender at the oral or written
request of authorized persons, either one acting alone, who are
authorized to request Advances and direct disposition of any such
Advances until written notice of the revocation of such authority
is received from Borrower by Lender. Each request by Borrower for
an Advance shall constitute a reaffirmation, as of the date of such
request, of all of the representations and warranties of Borrower
contained in this Agreement and in the other Loan
Documents.
3.3 NO WAIVER. No
Advance shall constitute a waiver of any of the conditions to any
further Advances nor, in the event Borrower is unable to satisfy
any such condition, shall any such Advance have the effect of
precluding Lender from thereafter declaring such inability to be an
Event of Default (as hereinafter defined).
4. STOCK ISSUANCE FEE.
As additional consideration for Lender’s commitment to make
Advances, Borrower agrees to issue to Lender, which shall be
non-refundable to Borrower, shall be held and retained by Lender as
its sole property and shall not be applied to any payments due
under the Loan Documents, one hundred thousand (100,000) shares of
Common Stock of Borrower.
5. EVENTS OF
DEFAULT.
5.1 EVENTS OF DEFAULT.
The occurrence of one or more of the following events shall
constitute an Event of Default under this Agreement:
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(a) There shall occur
an event of default under any of the Loan Documents;
(b) If any
representation or warranty made by Borrower to Lender contained
herein or in any of the other Loan Documents proves to have been
untrue in any material respect when made; or
(c) Borrower shall be
in default in the payment or performance of any material obligation
under any indenture, contract, mortgage, deed of trust or other
agreement or instrument to which Borrower is a party or by which it
is bound.
6. REMEDIES OF LENDER
UPON DEFAULT.
6.1 REMEDIES. After any
Event of Default has occurred and is continuing for a period of 10
days thereafter, Lender may, without presentment, demand, protest
or further notice of any kind (all of which are hereby expressly
waived) and, notwithstanding the provisions contained in any other
document or instrument executed or to be executed by Borrower to
Lender hereunder or contained in any other agreement, take any one
or more of the following actions:
(a) Declare the entire
principal and any accrued interest on the Loan, together with all
costs and expenses, to be immediately due and payable, and to
enforce payment thereof by any means permitted by law or in
equity;
(b) Without
accelerating payment, enforce the payment of sums of principal and
interest then due (including any penalty interest or late payment
charges);
(c) Require Borrower to
take or refrain from taking any action which may be necessary to
cure such Event of Default and to obtain affirmative or negative
injunctions or restraining orders with respect
thereto;
(d) Obtain the
appointment of a receiver of the business and assets of
Borrower;
(e) File suit for any
sums owing or for damages; and
(f) Exercise any other
remedy or right provided in law or in equity or permitted under
this Agreement, the Security Agreements or any of the other Loan
Documents.
6.2 REMEDIES
CUMULATIVE. Any and all remedies conferred upon Lender shall be
deemed cumulative with, and nonexclusive of any other remedy
conferred hereby or by law, and Lender in the exercise of any one
remedy shall not be precluded from the exercise of any
other.
7. WAIVER.
Any
waiver of any of the terms of this Agreement by Lender shall not be
construed as a waiver of any other terms of this Agreement, and no
waiver shall be effective unless made in writing. The failure of
Lender to exercise any right with respect to the declaration of any
default shall not be deemed or construed to constitute a waiver by,
or to preclude Lender from exercising any right with respect to
such default at a later date or with respect to any subsequent
default by Borrower.
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8. NOTICES.
Any
notices required or permitted to be given pursuant to the Loan
Documents shall be in writing and shall be given by personal
delivery or by mailing the same by United States mail, postage
prepaid, to the other party’s last known address. Any such
notice shall be deemed received for purposes of this Agreement upon
delivery if given by personal delivery or ten (10) days after the
mailing thereof if given by mail. If either party desires to change
the address to which notices are to be sent it shall do so in
writing and deliver the same to the other party in accordance with
the notice provisions set forth above.
9. MISCELLANEOUS.
9.1 PARTIES. This
Agreement is made solely between Borrower and Lender, no other
person shall have any right of action hereunder. The parties
expressly agree that no person shall be a third-party beneficiary
to this Agreement.
9.2 INDEMNITY. Borrower
agrees to and shall indemnify, hold harmless and defend Lender from
any liability, claims or losses resulting from the disbursement of
the proceeds of the Loan or from the condition of the Property
whether arising during or after the term of the Loan. This
provision shall survive repayment of the Loan and shall continue in
full force and effect so long as the possibility of such liability,
claims or losses exists.
9.3 ENTIRE AGREEMENT.
This Agreement, together with all other Loan Documents, constitutes
the entire agreement of the parties hereto and thereto, and no
prior agreement or understanding with respect to the Loan, whether
written or oral and including, but not limited to, any loan
commitment issued by Lender to Borrower, shall be of any further
force or effect, all such other prior agreements and commitments
having been superseded in their entirety by the Loan
Documents.
9.4 ASSIGNMENT. This
Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective executors, administrators,
heirs, successors and assigns; provided, however, that neither this
Agreement nor any rights or obligations hereunder shall be
assignable by Borrower without the prior express written consent of
Lender first had any obtained, and any purported assignment made in
contravention hereof shall be void. Lender may assign any part of
or all of the Loan and its rights and obligations hereunder at any
time in its sole discretion. Lender may participate all or any
portion of the Loan to such other party or parties as Lender shall
select.
9.5 GOVERNING LAW. This
Agreement and each of the Loan Documents shall be construed in
accordance with and governed by the internal law, and not the law
of conflicts, of the State of North Carolina.
9.6 TIME. Time is of
the essence hereof.
9.7 SEVERABILITY. If
any term or provision of this Agreement of any other Loan Document,
or the application thereof to any circumstance, shall be invalid,
illegal or unenforceable to any extent, such term or provision
shall not invalidate or render unenforceable any other term or
provision of this Agreement or any other Loan Document, or the
application of such term or provision to any other circumstance. To
the extent permitted by law, the parties hereto hereby waive any
provision of law that renders any term or provision hereof invalid
or unenforceable in any respect.
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IN WITNESS WHEREOF, the parties have
executed this Agreement to be effective as of the date first above
written.
By:
Xxxxxx
X. Xxxxxxxxxx, CEO
Kure
Corp.
By:
Xxxxx
Xxxxxx, CEO
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