LOAN AGREEMENT
Exhibit 10.12
This Loan Agreement (the “Agreement”) is made and entered into as of this 26th day of September, 2025, by and between:
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ (“▇▇▇▇▇▇”), residing at [●], and
Longstar HealthPro Inc., a California corporation (“Borrower”), with its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇.
WHEREAS, the Borrower desires to borrow certain funds from the Lender, and the Lender is willing to lend such funds to the Borrower under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:
1. Loan Amount
The Lender agrees to lend to the Borrower, and the Borrower agrees to borrow from the Lender, the principal sum of TWO Million Dollars ($2,000,000) (the "Loan").
2. Term of Loan
The term of the Loan shall be for 5 years commencing on September 26, 2025 ("Effective Date") and maturing on September 26, 2030 ("Maturity Date"), unless earlier repaid in accordance with the terms of this Agreement.
3. Interest Rate and Payment
3.1 Interest Rate: The Loan shall bear interest at an annual rate of Nine and One-Half Percent (9.5%) per year.
3.2 Interest Payments: Interest shall accrue on the outstanding principal balance at the rate specified above and shall be due and payable in monthly installments. The monthly interest payment is calculated as follows:
| ● | Annual Interest Amount: $20,000,000 × 9.5% = $190,000 |
| ● | Monthly Interest Payment: $190,000 ÷ 12 months = $15,833.33 |
Interest payments of Fifteen thousand eight hundred thirty-three dollars and thirty-three cents.($15,833.33) shall be due on the 15th day of each month, beginning on October 1st, 2026, and continuing on the same day of each subsequent month until the Maturity Date.
3.3 Principal Repayment: The principal amount of the Loan shall be repaid in full on or before the Maturity Date.
3.4 Prepayment: The Borrower may prepay the principal amount, in whole or in part, at any time without penalty. Any such prepayment shall first be applied to any accrued and unpaid interest, with the remainder applied to the principal balance.
4. Default
4.1 Events of Default: The occurrence of any of the following shall constitute an “Event of Default”:
| ● | Failure to make any payment of principal or interest when due. |
| ● | Borrower becomes insolvent or files for bankruptcy. |
| ● | Any breach of this Agreement by the Borrower. |
4.2 Remedies: Upon the occurrence of an Event of Default, the Lender may declare the entire unpaid principal balance and all accrued interest immediately due and payable.
5. Representations and Warranties
The Borrower represents and warrants that:
| ● | It is a corporation duly organized, validly existing, and in good standing under the laws of the State of California. |
| ● | It has the authority to enter into and perform its obligations under this Agreement. |
| ● | This Agreement constitutes a legal, valid, and binding obligation of the Borrower. |
6. Use of Proceeds
The Borrower shall use the Loan proceeds for general corporate purposes in the ordinary course of its business.
7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.
8. Notices
All notices or other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, to the addresses of the parties as set forth above.
9. Entire Agreement
This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior negotiations and understandings, whether written or oral.
10. Amendments
No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.
11. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
12. Assignment
Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.
13. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
14. Waiver
No waiver of any term or condition of this Agreement shall be valid unless in writing and signed by the party to be charged.
15. Headings
Headings used in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.
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IN WITNESS WHEREOF, the parties have executed this Loan Agreement as of the date first written above.
| LENDER: | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ | |
| Date: | September 26, 2025 | |
| BORROWER: | ||
| Longstar HealthPro Inc. | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇▇▇▇ | |
| Title: | CFO | |
| Date: | September 26, 2025 | |
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