SECOND BRIDGE LOAN Clause Samples

SECOND BRIDGE LOAN. (a) On December 1, 2020, Purchaser shall loan, or shall cause Fertilemind, on behalf of Purchaser, to loan, $500,000 to the Company (the “Second Bridge Loan”) by wire transfer of immediately available funds to an account designated by the Company in writing delivered to Purchaser on or before December 1, 2020. (b) On December 1, 2020, the Company shall issue a promissory note evidencing the Second Bridge Loan, substantially in the form attached hereto as Exhibit A (the “Second Bridge Note”), to Purchaser or Fertilemind, as the case may be.

SECOND BRIDGE LOAN. (a) In the event that (i) the Effective Time has not occurred prior to February 28, 2001 (the "SECOND LOAN DATE"), (ii) the Termination Date (as defined in Section 18(b) hereof) has been extended by the Buyer to a date beyond the Second Loan Date, and (iii) this Agreement has not been terminated pursuant to Section 18, the Buyer shall, at the request of the Company, make an additional loan of $5,000,000 in cash (the "SECOND BRIDGE LOAN" and, collectively with the Initial Bridge Loan, the "BRIDGE LOANS") to the Company on the Second Loan Date. The Second Bridge Loan shall be represented by the Bridge Note. In accordance with the terms of the Bridge Note, the Company shall, until such time as the Bridge Note may mature or be converted into shares of Company Common Stock, use the proceeds of the Second Bridge Loan only for the Permitted Uses. (b) Notwithstanding anything to the contrary in paragraph 5.2(a) above, in no event shall the Buyer be required to make the Second Bridge Loan unless, at the time the Second Bridge Loan is to be made: (i) The Company is not in material default or material breach of the Bridge Note, this Agreement or the Escrow Agreement, which default or breach, if not a payment default or breach, has not been cured within ten days after notice thereof to the Company; (ii) The Company has applied the proceeds of the Initial Bridge Loan only to the Permitted Uses; and (iii) The Company shall not have (A) made an assignment for the benefit of creditors, (B) been adjudicated bankrupt or insolvent, (C) sought the appointment of, or be the subject of an order appointing, a trustee, liquidator or receiver as to all or part of its assets, (D) commenced, approved or consented to, any case or proceeding under any bankruptcy, reorganization or similar law and, in the case of an involuntary case or proceeding, such case or proceeding has not been dismissed within forty-five (45) days following the commencement thereof, (E) been the subject of an order for relief in an involuntary case under federal bankruptcy law; (F) become unable to pay its debts as they mature; or (G) have permitted to remain undischarged for more than thirty (30) days any final judgment or execution action against the Company that, together with other outstanding claims and execution actions against the Company exceeds $500,000 in the aggregate.