Loan Agreement Between Feedback AG Hamburg Represented by Dr. Christoph Ludz and Thomas Striepe, Members of the Board (subsequently „FeedBack”) And Sangui BioTech International, Inc. Alfred-Herrhausen-Str.44 58455 Witten Represented by Prof. Wolfgang...
Exhibit
99.4
Between
Feedback
AG
Hamburg
Represented
by Dr. Christoph Ludz and Xxxxxx Xxxxxxx, Members of the Board (subsequently
„FeedBack”)
And
Sangui
BioTech International, Inc.
Xxxxxx-Herrhausen-Str.44
58455
Xxxxxx
Represented
by Xxxx. Xxxxxxxx Xxxxxxxx (President and CEO) and Xx. Xxxxxxx Fleing (Director)
(Subsequently „Sangui”)
1. Background
Feedback
intends to acquire a significant share of Sangui common stock.
For
this
purpose, Sangui will have to create a sufficient amount of new authorized
capital. This can only be achieved through a General Shareholders
Meeting. Sangui’s Board of Directors has already discussed this issue
with a number of major shareholders and assumes that a majority of shareholders
will pass such a motion.
2. Amount
of
Loan
As
of
July 22, 2006, Feedback will provide €15,000.00 to Sangui. The loan
shall be sent by wire transfer to Sangui account No. XXXX at Stadtsparkasse
Xxxxxx.
3. Use
of
Proceeds
Sangui
agrees to use the loan among other purposes primarily to take all steps
necessary to summon, prepare and hold a shareholders meeting as well as the
transfer of said shares of common stock.
Sangui
agrees to promote all processes necessary to arrive at a shareholders meeting
as
soon as possible and start all pertitent activities immediately after receipt
of
the loan.
Sangui
agrees to prepare any documentation needed to complete the purchase of the
shares.
4. Interest
and redemption
The
loan
will bear interest of 6% p.a. effective of teh date of receipt of the
loan.
The
loan
will be set-off against the price of the shares.
Loan
and
interest will have to be redeemed in cash, if a shareholders meeting will not
have taken place by June 30, 2007, or, if the shareholders refuse the motion
to
create the necessary authorized capital, or, if the purchase of shares can
not
be effectuated.
5. Risk
advice
Feedback
has been instructed and understands that Sangui’s current business and financial
situation raises significant doubt that Sangui will continue as a going
concern. Feedback knows that there is no assurance that the loan
might not be lost altogether eventually.
6. Severability
Clause
If
any
term or condition of this Agreement is null and void or will become null and
void during its course, then the validity and effectiveness of all other terms
and conditions shall not be imparied thereby.
7. Changes
of Agreement
Changes
and amendments of this Agreement will not be valid unless in writing and signed
by both parties.
Hamburg,
July 21,
2006 Witten,
July 21, 2006
/s/
Dr.
Christoph
Ludz /s/
Xxxx. Xxxxxxxx Xxxxxxxx
________________________ ________________________
Dr.
Christoph
Ludz Xxxx.
Xxxxxxxx Xxxxxxxx
Feedback
AG
Sangui BioTech International, Inc.
/s/
Xxxxxx
Xxxxxxx /s/
Xx. Xxxxxxx Fleing
________________________ ________________________
Xxxxxx
Xxxxxxx
Xx. Xxxxxxx Fleing
Feedback
AG
Sangui BioTech International, Inc.
