REZOLVE LIMITED and THE RADIO GROUP GMBH and ANY LIFESTYLE MARKETING GMBH LOAN AGREEMENT
Exhibit 10.24
| DATED | 2023 |
REZOLVE LIMITED
and
THE RADIO GROUP GMBH
and
ANY LIFESTYLE MARKETING GMBH
| THIS LOAN AGREEMENT is made on 2023 | ||
BETWEEN
| (1) | REZOLVE LIMITED incorporated in England and Wales under company number 09773823 of 3rd Floor, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, W1S 1SB (the “Lender”); |
| (2) | ANY LIFESTYLE MARKETING GMBH registered in the commercial register at the local court of Frankfurt am Main under number HRB 124269 (“Borrower”); and |
| (3) | THE RADIO GROUP GMBH of Am ▇▇▇▇▇▇▇▇ ▇▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (the “Guarantor”). |
INTRODUCTION
The Lender has agreed to lend EUR 100,000 to the Borrower on the terms set out below.
AGREED TERMS
| 1. | Definitions and interpretation |
| 1.1 | Definitions |
In this agreement:
“Interest Rate” means a yearly rate of 8 per cent;
“Loan” means the loan of EUR 100,000 to be made by the Lender to the Borrower within [three] business days of this Agreement;
“Repayment Date” means the date demand is made under clause 3.
| 1.2 | Interpretation |
In this agreement:
| (a) | reference to: |
| (i) | the singular includes the plural and vice versa and any gender includes other genders; and |
| (ii) | a “clause” is a reference to the relevant clause of this agreement; |
| (b) | the words “include”, “including” and “in particular” are to be construed as being by way of illustration or emphasis only and are not to be construed so as to limit the generality of any words preceding them; |
| (e) | the word “other” is not to be construed as being limited by any words preceding them; |
| (d) | the table of contents and the headings to clauses are to be ignored in construing this agreement. |
2
| 2. | Purpose |
The Borrower shall use the Loan for its working capital requirements.
| 3. | Repayment and lnterest |
| 3.1 | The Loan is repayable within 60 days of the date of this Agreement (the “Repayment Date”). |
| 3.2 | lnterest shall accrue on the Loan at the lnterest Rate from the date of this Agreement. |
| 3.3 | lnterest shall be paid in respect of the Loan on the Repayment Date. |
| 3.4 | lnterest shall accrue from day to day and be calculated on the basis of actual days elapsed and a 365 day year. |
| 4. | Guarantee |
The Guarantor hereby unconditionally guarantees the full and punctual payment of the principal of and interest on the Loan issued by the Borrower pursuant to this Agreement. Upon failure by the Borrower to pay punctually any such amount, the Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified by the Lender.
| 5. | No security |
No security shall be granted by the Borrower to the Lender in connection with the Loan.
| 6. | Miscellaneous |
| 6.1 | This agreement sets out the entire agreement and understanding between the parties in connection with the Loan. |
| 6.2 | This agreement shall not be varied or modified except by written instrument signed by each of the parties. |
| 7. | Governing law and jurisdiction |
| 7.1 | This agreement (and any dispute, claim or issue arising out of or in connection with this agreement or its subject matter, its enforceability or its termination (including non-contractual claims)) is to be governed by and construed in accordance with English law and the parties submit to the jurisdiction of the English courts. |
3
This agreement has been executed and delivered as a deed on the date shown on the first page.
| EXECUTED as a deed by | ||||||
| REZOLVE LIMITED | ||||||
| acting by a director | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |||||
| in the presence of: | ||||||
| Director | ||||||
| 28.09.2023 | President Financial Services Rezolv1 | |||||
| Witness signatura | ||||||
| Witness name (IN BLOCK CAPITALS): | ||||||
| Witness address: | ||||||
| Occupation | ||||||
| EXECUTED as a deed by | ||||||
| THE RADIO GROUP GMBH | ||||||
| acting by a director | ||||||
| in the presence of: | ||||||
| The Radio Group GmbH | ||||||
| ltenhof 11-13 | Director | |||||
| erstautern | ||||||
| /s/ ▇▇▇ ▇▇▇▇▇ | ||||||
| Witness signatura | ||||||
| ▇▇▇ Lauth7írM1J,¡prtf.f | ||||||
| Witness name (IN BLOCK CAPITALS): | ||||||
| Argonnerwiesen 2 | ||||||
| 63457 Hanau | ||||||
| Witness address: | ||||||
| Managing director | ||||||
| Occupation | ||||||
4
| EXECUTED as a deed by | ||
| ANY LIFESTYLE MARKETING GMBH acting by a director in the presence of: |
||
| ANY Ufes le M&rkollng GmbH | ||
| Nib,olwiiOeniD&a!3Z | Director | |
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Witness Signature | ||
Witness name {IN BLOCK CAPITALS):
▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
90475 Nümberg
Witness address:
Managing director
Occupation
5