Legal Contract and Promissory Note

Legal Contract and Promissory Note

This Legal Contract and Promissory Note (the "Agreement") is made and entered into as of by and between Lender Name: with principal place of business at , and Borrower Name: with principal place of business at .

Recitals

WHEREAS, Lender has agreed to advance a loan to Borrower and Borrower has agreed to borrow funds upon the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth in writing the terms of the loan, including repayment, interest, security (if any), remedies upon default, and related covenants; and

WHEREAS, this Agreement constitutes both a contractual agreement and a promissory note evidencing Borrower's unconditional obligation to repay the principal and interest in accordance with the terms herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

In this Agreement, unless the context requires otherwise:

"Loan" means the principal sum advanced by Lender to Borrower as set forth in Section 2 below. "Maturity Date" means the date on which all outstanding principal, interest, fees and other amounts due under this Agreement are due and payable. "Event of Default" has the meaning set forth in Section 9.

2. Loan; Principal Amount

Lender hereby loans to Borrower, and Borrower hereby promises to pay to Lender, the principal sum of United States Dollars (USD) together with interest thereon as provided in Section 3. The principal shall be evidenced by this Agreement and by Borrower's unconditional promise to pay.

3. Interest

The outstanding principal balance shall bear interest at a fixed rate of % per annum, calculated on the basis of a 365-day year and the actual number of days elapsed. Interest shall accrue from the date of funding until paid in full.

4. Payment Terms

Borrower shall make payments of principal and accrued interest as follows: Borrower shall pay on or before the day of each month commencing on until the Maturity Date.

5. Prepayment

Borrower may prepay the Loan in whole or in part at any time without premium or penalty. Any prepayment shall be applied first to accrued interest and then to principal. Borrower shall provide Lender at least days' prior written notice of any anticipated prepayment of principal in excess of scheduled installments.

6. Security

To secure its obligations under this Agreement, Borrower grants to Lender a security interest in the collateral described below (the "Collateral"). If no security is intended, write "Unsecured" in the field below.

7. Representations and Warranties

Borrower represents and warrants to Lender that: (a) Borrower is duly organized and in good standing under applicable law and has full power and authority to enter into this Agreement; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or similar action; (c) this Agreement constitutes the legal, valid and binding obligation of Borrower enforceable in accordance with its terms except as limited by applicable bankruptcy, insolvency or similar laws; and (d) no consent, approval or authorization of any governmental authority or third party is required to make this Agreement binding other than those listed in the field below.

8. Covenants

Borrower covenants that, until the Loan is paid in full, Borrower will: (a) comply with all laws and maintain its corporate existence; (b) keep the Collateral insured against loss with loss payable to Lender as lienholder (if applicable); and (c) promptly provide Lender with such financial statements and other information as Lender reasonably requests.

9. Default; Remedies

Events of Default shall include: (a) Borrower's failure to pay any amount when due and such failure continues for a period of 5 days after written notice from Lender; (b) Borrower's insolvency, bankruptcy, or appointment of a receiver; (c) any representation or warranty made by Borrower proving to be false or misleading in any material respect; and (d) Borrower's failure to preserve or perfect any security interest granted to Lender.

Upon the occurrence of an Event of Default, Lender may, at its election, declare the entire unpaid principal balance, all accrued interest and other amounts due under this Agreement immediately due and payable, and exercise all rights and remedies available at law or in equity, including foreclosure on the Collateral and recovery of costs of collection, including reasonable attorneys' fees and court costs.

10. Taxes and Expenses

Borrower shall be responsible for all taxes, levies, assessments and other governmental charges (excluding taxes based on Lender's net income) arising from the transactions contemplated by this Agreement. Borrower shall also reimburse Lender for reasonable costs and expenses (including attorneys' fees) incurred in enforcing this Agreement after default.

11. Notices

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be deemed delivered when delivered personally, sent by nationally recognized overnight courier, or three business days after deposit in the mail, postage prepaid, to the addresses set forth below or to such other addresses as a party may designate by written notice to the other party.

12. Assignment

Lender may assign or transfer its rights and obligations under this Agreement without Borrower's consent. Borrower may not assign its rights or obligations under this Agreement without Lender's prior written consent, which consent shall not be unreasonably withheld.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state indicated below, without regard to conflict of laws principles.

14. Entire Agreement

This Agreement, together with any documents executed in connection herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

15. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and such invalid provision shall be reformed to the extent necessary to make it enforceable while preserving the parties' intent.

16. Amendments; Waiver; Counterparts

Any amendment or modification to this Agreement must be in writing and signed by both parties. No failure or delay by a party in exercising any right shall operate as a waiver of such right. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

17. Miscellaneous

Headings are for convenience only and shall not affect interpretation. Time is of the essence with respect to Borrower's payment obligations. The parties acknowledge that Lender's remedies are cumulative and in addition to any other remedies available at law or in equity.

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