LOAN AGREEMENT
THIS
LOAN
AGREEMENT (this "Agreement")
is
executed as of April 21, 2008 (the "Effective
Date")
by and
among Well Chance Investments Limited, a company incorporated in the British
Virgin Islands (the "Company")
and
Newport Capital Asset Management Group, a California corporation ("Newport")
(each
a "Party"
and
collectively the "Parties").
WHEREAS,
the Company recently completed a reverse merger (the "Merger")
with
Legend Media, Inc., a Nevada corporation ("Legend"),
whereby the Company became the wholly-owned subsidiary and operating business
of
Legend (the "Transaction");
WHEREAS,
as additional funding for the Company's fees and expenses for the Transaction
and a post-merger Equity Financing, the Company wishes to borrow two hundred
thousand dollars ($200,000) from Newport as a short term bridge loan; and
WHEREAS,
Newport is willing to provide such financing on terms and conditions as set
forth herein.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth
herein, and for other good and valuable considerationA, the receipt and
sufficiency of which are hereby acknowledged, the Company and Newport, intending
to be legally bound, agree as follows:
ARTICLE
1
DEFINITIONS
1.1 Defined
terms.
Certain
capitalized terms used in this Agreement shall have the specific meanings
defined below:
"Business
Day"
means
any day except Saturday, Sunday and any day which shall be a federal legal
holiday or a day on which banking institutions in the State of California are
authorized or required by law or other governmental action to
close;
"Equity
Financing"
means
the issuance and sale after the date hereof of equity or equity-linked
securities by the Company or Legend to investors (other than investors who
are
stockholders of the Company on the date hereof), which issuance and sale results
in gross proceeds to the Company of at least three million dollars
($3,000,000).
ARTICLE
2
THE
LOAN
2.1 Loan.
According to the terms and subject to the conditions of this Agreement, Newport
shall make a single-installment loan to the Company on the Effective Date in
the
amount of $200,000 (the "Loan").
The
Loan shall be evidenced by a secured convertible promissory note in the form
attached hereto as Exhibit
A
("Note"),
duly
executed on behalf of the Company and dated as of the Effective
Date.
2.2 Repayment.
The
Company shall repay the Loan to Newport pursuant to the following repayment
terms:
(a) Repayment
in the Event of Equity Financing.
In the
event that there is a closing of an Equity Financing, then full repayment of
all
outstanding amounts of Loan Principal, Initial Loan Premium and Additional
Loan
Fee (if applicable) owed to Newport as of the closing date of the Equity
Financing shall be delivered by the Company to Newport no later than five
Business Days after the closing date of the Equity Financing. The full repayment
amount that the Company shall be required to deliver to Newport in the event
of
a closing of an Equity Financing shall be calculated in accordance with the
terms set forth in Sections 2.3(b), 2.3(c) and 2.3(d) below.
(b) Initial
Payment Period Repayments.
The
total amount due and payable to Newport (regardless of whether or not there
is a
closing of an Equity Financing) if such repayment is delivered to Newport on
or
before the 120th
calendar
day after the Effective Date shall be the sum of the Loan (the "Loan
Principal")
plus a
loan fee of 30% of the amount of the Loan Principal (the "Initial
Loan Premium").
For
example, if the Loan Principal were $200,000, then the Loan Principal and
Initial Loan Premium would be a total of $260,000. Any funds received by Newport
as a partial repayment of the Loan ("Partial
Repayment")
on or
before the 120th
calendar
day after the Effective Date shall be applied toward repayment as
follows:
(i) 76.9%
of
the Partial Repayment shall be applied toward payment of the remaining
outstanding Loan Principal owed by the Company as of the date of such Partial
Repayment; and
(ii) 23.1%
of
the Partial Repayment shall be applied toward payment of the remaining
outstanding Initial Loan Premium as of the date of such Partial
Repayment.1
(c) Prepayment.
The
Company may from time to time prepay all or any portion of the Loan. The Company
shall give Newport at least three Business Days prior written notice of its
intention to prepay the Loan, specifying the date of payment and the total
amount of the Loan to be paid on such date.
(d) Subsequent
Period Repayments.
In the
event that full repayment of all outstanding amounts of Loan Principal and
Initial Loan Premium is not made by the Company on or before the 120th
calendar
day after the Effective Date, then, in addition to the remaining outstanding
Loan Principal and Initial Loan Premium due, the total amount due and payable
to
Newport shall also include an additional loan fee that shall be a percentage
of
the remaining outstanding Loan Principal at the time repayment is made
("Additional
Loan Fee").
The
applicable Additional Loan Fee if repayments are made on the 121st
calendar
day after the Effective Date and for the 29-day period ("Initial
30-day Period")
thereafter, shall be ten percent (10%) of the remaining outstanding Loan
Principal at the time repayment is made. In addition, the Additional Loan Fee
percentage amount shall increase by ten percent (10%) for the 30-day period
subsequent to the Initial 30-day Period and shall continue to increase by two
percent (2%) for each 30-day period thereafter until the Company makes full
repayment of all of the remaining outstanding Loan Principal, Initial Loan
Premium, and Additional Loan Fee owed to Newport as of the date on which the
full repayment is made. (The Initial 30-day Period and all subsequent 30-day
periods are hereinafter collectively referred to as the "Subsequent
Periods".)
Any
Partial Repayments delivered to Newport during Subsequent Periods shall be
applied proportionately toward repayment in accordance with the amounts of:
(i)
the remaining outstanding Loan Principal; (ii) the remaining outstanding Initial
Loan Premium; and (iii) the applicable Additional Loan Fee due on the date
of
repayment as follows:2
1
For
example, if the Company's first repayment is a Partial Repayment of $100,000
during the Initial Payment Period, $76,900 of such Partial Repayment will
be
applied toward payment of the outstanding Loan Principal (thus reducing the
amount outstanding owed for Loan Principal from $200,000 to $123,100), and
$23,100 of such Partial Repayment will be applied toward payment of the
outstanding Initial Loan Premium (thus reducing the amount of outstanding
Initial Loan Premium from $60,000 to $36,900).
2
(i) the
portion of the Partial Repayment that shall be applied to the remaining
outstanding Loan Principal due shall equal the product of P multiplied by the
quotient of A divided by T (as such variables are defined in the Variable
Index
set
forth in footnote 2);
(ii) the
portion of the Partial Repayment to be applied to the remaining outstanding
Initial Loan Premium shall equal the product of P multiplied by the quotient
of
B divided by T (as such variables are defined in the Variable
Index
set
forth in footnote 2); and
(iii) the
portion of the Partial Repayment to be deducted from the outstanding Additional
Loan Fee due shall equal the product of P multiplied by the quotient of C
divided by T (as such variables are defined in the Variable
Index
set
forth in footnote 2).3
(e) Failure
to Pay.
In the
event that full repayment is not received on or before the 180th
calendar
day after the Effective Date, then the Loan shall be subject to the Event of
Default provisions set forth in Sections 6.1 and 6.2 herein, and the total
amount due and payable to Newport shall include all remaining unpaid amounts
of
the Loan Principal and Initial Loan Premium and shall also include and continue
to accrue the Additional Loan Fee (as described in Section 2.2(d)) during the
Subsequent Periods until full repayment is received by Newport.
2 Variable
Index:
A
= total
remaining outstanding Loan Principal on date of repayment
B
= total
remaining outstanding Initial Loan Premium on date of repayment
C
= "A"
multiplied by the applicable Additional Loan Fee percentage amount (e.g.
10%
during Initial 30-day Period, or 20% during first 30-day period after the
Initial 30-day Period)
P
= total
Partial Repayment amount made
T
= A
+ B +
C
3
For
example and continuing with the hypothetical described in footnote 1
above,
assume that the Company makes another $100,000 Partial Repayment to Newport
during the Initial 30-day Period. The portion of the $100,000 Partial
Repayment
to be allocated toward payment of the remaining outstanding Loan Principal
would
equal $71,441.01 (thus further reducing the remaining outstanding Loan
Principal
from $123,100 to $51,658.99). The portion of the $100,000 Partial Repayment
to
be allocated toward payment of the remaining outstanding Initial Loan
Premium
would equal $21,414.89 (thus further reducing the remaining outstanding
Initial
Loan Premium from $36,900 to $15,485.11). The portion of the $100,000
Partial
Repayment that would be applied toward payment of the total outstanding
Additional Loan Fee due would equal $7,144.10.
3
2.3
Conversion.
(a) Conversion
Price.
All
(but not less than all) of the outstanding Loan Principal, Initial Loan Premium
and Additional Loan Fee (if applicable) may be converted at any time by Newport
into common stock, $.001 par value per share ("Common
Stock"),
of
Legend based upon the following (as applicable, the "Conversion
Price"):
(i) In
the
event the conversion takes place within 120 days of the Effective Date, the
conversion price per share of Common Stock shall be $4.50;
(ii) In
the
event the conversion takes place between 121 and 150 days after the Effective
Date, the conversion price per share of Common Stock shall be $5.50;
and
(iii) In
the
event the conversion takes place 150 or more days after the Effective Date,
the
conversion price per share of Common Stock shall be $6.50.
(b) Conversion
Procedure.
(i) Notice
of Conversion.
If
Newport elects to convert the Loan Principal, Initial Loan Premium and
Additional Loan Fee (if applicable) pursuant to Section 2.3, Newport shall
deliver to the Company written notice of its conversion ("Conversion
Notice")
at
least 10 business days (but no more than 30 days) prior to the date of such
conversion. The Conversion Notice shall set forth (A) the Loan Principal,
Initial Loan Premium and Additional Loan Fee (if applicable) to be converted
(which shall be all, but not less than all, of the Loan Principal, Initial
Loan
Premium and Additional Loan Fee (if applicable) outstanding on the conversion
date), (B) the date on which such conversion will occur and (C) the name or
names to appear on the certificate(s) representing the shares of Common Stock
and the number of shares for each certificate if more than one is to be
issued.
(ii) Delivery
of Stock Certificates; Surrender of Note.
As
promptly as practicable after the conversion of the Loan, the Company shall
cause Legend to issue and deliver to Newport a certificate(s) for the number
of
full shares of Common Stock issuable upon such conversion.
Upon the
conversion of the Loan, Newport shall surrender the Note, duly endorsed, at
the
principal office of the Company.
(iii) Fractional
Shares.
No
fractional shares of the Common Stock shall be issued upon conversion of the
Loan. In lieu of Legend issuing any fractional shares to Newport upon the
conversion of the Loan, the number of shares of Common Stock to be issued shall
be rounded down to the nearest whole number of shares.
4
ARTICLE
3
CONDITIONS
PRECEDENT TO THE LOAN
3.1 Conditions
on the Effective Date.
The
obligation of Newport to make the Initial Loan pursuant to Section 2.1 shall
be
subject to the satisfaction of the conditions set forth in this Section. If
the
conditions set forth in this Section 3.1 are not met on or prior to the
Effective Date, then Newport shall have no obligation to make the Loan.
(a) The
Company shall have duly executed and delivered to Newport the Note representing
the Loan.
(b) The
Company shall have duly authorized, executed, and delivered to Newport a
security agreement in the form attached hereto as Exhibit
B
(the
"Security
Agreement")
to
secure the repayment of the Loan and granting Newport a continuing security
interest in all presently existing and hereafter acquired assets and property
of
the Company of whatever nature and wherever located (except for any such assets
for which, by the terms of any agreement in existence on the date hereof, does
not permit the granting of a security interest, in which case the Company shall
grant to Newport in the Security Agreement a security interest in all proceeds
received by the Company generated by such assets) (the "Security
Interest").
The
Parties acknowledge that the Security Interest shall be of the same priority
as
the security interest previously granted to RMK pursuant to the
Financing.
(c) Newport
shall have received on or before the Effective Date an Officer's Certificate
in
the form attached hereto as Exhibit C,
dated
as of the Effective Date.
(d) RMK
shall
have duly executed and delivered to Newport the Side Agreement Regarding
Security Interest in the form attached hereto as Exhibit
D
pursuant
to which RMK agrees that the Security Interest has the same priority as security
interests previously granted to RMK pursuant to the Financing.
(e) Legend
shall have duly executed and delivered to Newport the Warrant.
ARTICLE
4
REPRESENTATIONS
AND WARRANTIES
4.1 Due
Incorporation and Good Standing.
The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the British Virgin Islands, with full and adequate power
to
carry on and conduct its business as presently conducted, and is duly licensed
or qualified in all foreign jurisdictions wherein the failure to be so qualified
or licensed would reasonably be expected to have a material adverse effect
on
the business of the Company.
4.2 Due
Authorization.
The
Company has full right, power and authority to enter into this Agreement, to
make the borrowings hereunder and execute and deliver the Note as provided
herein and to perform all of its duties and obligations under this Agreement
and
the Note. The execution and delivery of this Agreement will not, nor will the
observance or performance of any of the matters and things herein or therein
set
forth, violate or contravene any provision of law or the Company's Bylaws or
Certificate of Incorporation. All necessary and appropriate corporate action
on
the part of the Company has been taken to authorize the execution and delivery
of this Agreement. On the Effective Date, the Company will deliver to Newport
a
copy of the written resolutions by or the minutes of the meeting of the
Company's Board of Directors authorizing the Company to enter into this
Agreement, to make the borrowings as provided herein, and to perform all of
its
duties and obligations under this Agreement.
5
4.3 Enforceability.
This
Agreement has been validly executed and delivered by the Company and constitutes
the legal, valid and binding obligations of the Company enforceable against
it
in accordance with its respective terms, subject to applicable bankruptcy,
insolvency, reorganization or similar laws relating to or affecting the
enforcement of creditors' right and to the availability of the remedy of
specific performance.
4.4 Capitalization.
All of
the Company's authorized and outstanding equity securities (including securities
convertible into equity securities) are identified on Schedule
A
attached
hereto. Other than as set forth on Schedule
A,
there
are no outstanding shares of capital stock or any options, warrants or other
preemptive rights, rights of first refusal or similar rights to purchase equity
securities of the Company.
4.5 Subsidiaries.
The
Company owns no securities of any other entity, and there are no outstanding
shares of capital stock or any options, warrants or other preemptive rights,
rights of first refusal or similar rights to purchase equity securities of
any
other entity.
4.6 Compliance
with Laws.
The
nature and transaction of the Company's business and operations and the use
of
its properties and assets do not, and during the term of this Agreement shall
not, violate or conflict with in any material respect any applicable law,
statute, ordinance, rule, regulation or order of any kind or
nature.
4.7 Absence
of Conflicts.
The
execution, delivery and performance by the Company of this Agreement, and the
transactions contemplated hereby, do not constitute a breach or default, or
require consents under, any agreement, permit, contract or other instrument
to
which the Company is a party, or by which the Company is bound or to which
any
of the assets of the Company is subject, or any judgment, order, writ, decree,
authorization, license, rule, regulation, or statute to which the Company is
subject, and, except as set forth in the Security Agreement, will not result
in
the creation of any lien upon any of the assets of the Company.
4.8 Litigation
and Taxes.
There
is no
litigation or governmental proceeding pending, or to the best knowledge of
the
Company after due inquiry, threatened, against the Company. The Company has
duly
filed all applicable income or other tax returns and has paid all material
income or other taxes when due. There is no controversy or objection pending,
or
to the best knowledge of the Company after due inquiry, threatened in respect
of
any tax returns of the Company.
4.9 No
Omissions or Misstatements.
None of
the information included in this Agreement, other documents or information
furnished or to be furnished by the Company, or any of its representations,
contains any untrue statement of a material fact or is misleading in any
material respect or omits to state any material fact. Copies of all documents
referred to in herein have been delivered or made available to Newport and
constitute true and complete copies thereof and include all amendments,
schedules, appendices, supplements or modifications thereto or waivers
thereunder.
6
ARTICLE
5
COVENANTS
5.1 Negative
Covenants of the Company.
The
Company covenants and agrees that, from the Effective Date until the date on
which Newport receives full repayment of all remaining outstanding amounts
of
the Loan Principal, Initial Loan Premium, and Additional Loan Fee (and, in
any
event, during such time as any portion of the Loan or any applicable Initial
Loan Premium, and Additional Loan Fee (if applicable) thereon is outstanding),
without the consent of Newport, the Company will not:
(a) except
for the Company's or Legend's future acquisition of or merger with Chinese
media
advertising companies, merge or consolidate with or into any other corporation
or sell or otherwise convey a majority of its assets;
(b) engage
in
any business other than the business conducted or reasonably planned to be
conducted by the Company on the Effective Date;
(c) declare,
set aside or pay any dividend or other distribution on any of its capital stock;
or
(d) amend
its
Certificate of Incorporation or Bylaws in any manner that adversely affects
the
rights associated with this Agreement.
5.2 Affirmative
Covenants of the Company.
The
Company covenants and agrees that, from the Effective Date until the date on
which Newport receives full repayment of all remaining outstanding amounts
of
the Loan Principal, Initial Loan Premium, and Additional Loan Fee (and, in
any
event, during such time as any portion of the Loan or any applicable Initial
Loan Premium and Additional Loan Fee (if applicable) thereon is outstanding),
the Company shall:
(a) operate
its business only in the ordinary course and maintain its properties and assets
in good repair, working order and condition;
(b) cause
to
be done all things reasonably necessary to maintain, preserve and renew its
corporate existence and all material licenses, authorizations and permits
necessary to conduct its businesses; and
(c) comply
with all applicable laws, rules and regulations of all governmental authorities,
the violation of which could reasonably be expected to have a material adverse
effect on its business, properties or prospects.
7
ARTICLE
6
DEFAULT
6.1 Events
of Default.
The
occurrence of the events described in either Sections 6.1(a) or 6.1(b), if
not
cured within a 10 Business Day cure period from the date of such default, or
the
occurrence of the events described in Section 6.1(c) and 6.1(d), for which
there
shall be no cure period (each event an "Event
of Default"),
if
any, shall constitute an Event of Default of the Company:
(a) a
material breach of any representation, warranty, covenant or other provision
of
this Agreement, the Note, or the Security Agreement;
(b) (i)
the
application for the appointment of a receiver or custodian for the Company
or
the property of the Company, (ii) the entry of an order for relief or the filing
of a petition by or against the Company under the provisions of any bankruptcy
or insolvency law, (iii) any assignment for the benefit of creditors by or
against the Company, or (iv) the Company becomes insolvent;
(c) the
Company's failure to make full repayment of the Loan (including all remaining
outstanding Loan Principal and applicable outstanding Initial Loan Premium
and
Additional Loan Fee), as described in this Agreement or the Note, to Newport
on
or before the 180th
day
after the Effective Date; and
(d) in
the
event that there is a closing of an Equity Financing, the Company's failure
to
deliver full repayment of the Loan (including all remaining outstanding Loan
Principal and applicable outstanding Initial Loan Premium and Additional Loan
Fee) to Newport within five Business Days of the closing date of the Equity
Financing as set forth and in accordance with Section 2.2(a)
herein.
6.2 Effect
of Default.
Upon
the occurrence of any Event of Default that is not cured within any applicable
cure period, Newport may elect, by written notice delivered to the Company,
to
take any or all of the following actions: (a) declare this Agreement terminated
and the outstanding amounts under the Note to be forthwith due and payable,
whereupon the entire unpaid Loan Principal, together with all of the unpaid
applicable outstanding Initial Loan Premium and Additional Loan Fee (if
applicable) owed to Newport, and all other cash obligations hereunder, shall
become forthwith due and payable, without presentment, demand, protest or any
other notice of any kind, all of which are hereby expressly waived by the
Company, anything contained herein or in any of the Note to the contrary
notwithstanding, and (b) exercise any and all other remedies provided hereunder
or available at law or in equity upon the occurrence and continuation of an
Event of Default. In addition, during the occurrence of any Event of Default,
the Company shall not make any payment on any other outstanding indebtedness
of
the Company (other than indebtedness of the Company to which Newport holds
a
majority of principal under the Loan) unless the Parties have agreed in writing
to subordinate this Agreement and the Note hereunder.
8
ARTICLE
7
WARRANT
7.1
Issuance
of Warrant.
On the
Effective Date, the Company shall cause Legend to issue to Newport a Common
Stock Purchase Warrant (the "Warrant")
substantially in the form attached hereto as Exhibit
E.
The
Warrant shall be immediately exercisable upon issuance and shall be exercisable
until the third anniversary of the issuance date of the Warrant. The Warrant
exercise price shall equal $2.50 per share, subject to adjustments as set forth
in Section 2 of the Warrant (the "Initial
Exercise Price").
The
total number of shares underlying the Warrant that Newport may receive shall
equal up to 40,000 shares of Common Stock.
7.2
Registration
of Shares Underlying Warrant.
(a) If,
at
any time commencing on the Effective Date until the second anniversary thereof,
the Company or Legend prepares and files a Registration Statement under the
Securities Act or otherwise registers securities under the Securities Act as
to
any of its securities (other than under a Registration Statement pursuant to
Form S-8 or Form S-4) (each such filing, a "Registration
Document"),
the
Company will give written notice, at least 20 calendar days prior to the filing
of such Registration Document, to the holder of the Warrant of its intention
to
do so. The Company shall cause Legend to include all of the shares underlying
the Warrant (the "Registrable
Securities")
in
such Registration Documents with respect to which the Company has received
written requests for inclusion therein within 15 calendar days of actual receipt
of the Company's notice.
(b) In
the
event of an underwritten registered offering in which the managing
underwriter(s) advise the Company or Legend in writing that in their opinion
the
number of Registrable Securities exceeds the number of securities which can
be
sold therein without adversely affecting the marketability of the offering,
the
Company will cause Legend to include in such registration the number of
Registrable Securities requested to be included which in the opinion of such
underwriter(s) can be sold without adversely affecting the marketability of
the
offering, pro rata among the respective holders thereof on the basis of the
amount of Registrable Securities owned by each such holder.
ARTICLE
8
MISCELLANEOUS
8.1 Successors
and Assigns.
Subject
to the exceptions specifically set forth in this Agreement, the terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the respective executors, administrators, heirs, successors and assigns of
the
parties. This Agreement may be assigned solely by Newport provided that Newport
complies with all applicable federal and state securities laws. In the event
of
an assignment by Newport, each of the parties to this Agreement acknowledge
and
agree that Newport's assignee is assigned and takes over all rights,
obligations, responsibilities, duties, remedies, powers and privileges under
this Agreement from Newport.
8.2 Further
Assurances.
Each
party to this Agreement agrees to promptly produce and execute such other
documents or agreements as may be necessary or desirable for the execution
and
implementation of this Agreement, Newport's assignment of this Agreement (if
applicable), and the consummation of the transactions contemplated
thereby.
8.3 Titles
and Subtitles.
The
titles and subtitles of the Sections of this Agreement are used for convenience
only and shall not be considered in construing or interpreting this
agreement.
8.4 Notices.
Any
notice, request or other communication required or permitted hereunder shall
be
in writing and shall be delivered personally or by facsimile (receipt confirmed
electronically) or shall be sent by a reputable express delivery service or
by
certified mail, postage prepaid with return receipt requested, addressed as
follows:
|
if
to the Company, to:
Well
Chance Investments Limited
Attn:
Xx. Xxxxxxx Dash, CEO
00X,
Xxxxx X, Xxxxxxxx Xx. 0 XX Xxxxxxxxxxxxx Center
Jia3
Yongandongli, Jianguomenwai Avenue,
Xxxxxxxx
Xxxxxxxx, Xxxxxxx, Xxxxx 000000
Tel:
x00 00 0000 0000
Fax:
x00 00 0000 0000
if
to Newport, to:
Newport
Capital Asset Management
Attn:
Xxxx Xxxxxxx, Managing Director
00
Xxxxxxxxx Xxxxx Xx, Xxxxx 000
Xxxxxxx
Xxxxx, XX 00000
Tel:
(000) 000-0000
Fax:
(000) 000-0000
|
9
Either
party hereto may change the above specified recipient or mailing address
by
notice to the other party given in the manner herein prescribed. All
notices
shall be deemed given on the day when actually delivered as provided
above (if
delivered personally or by facsimile, provided that any such facsimile
is
received during regular business hours at the recipient's location) or
on the
day shown on the return receipt (if delivered by mail or delivery
service).
8.5 Governing
Law.
This
Agreement shall be governed by and construed in accordance with the domestic
laws of the State of California without giving effect to any choice of
law or
conflict of law provision or rule (whether of the State of California or
any
other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of California.
8.7 Remedies.
No
delay or omission by Newport in exercising any of its rights, remedies, powers
or privileges hereunder or at law or in equity and no course of dealing between
Newport and the undersigned or any other person shall be deemed a waiver by
Newport of any such rights, remedies, powers or privileges, even if such delay
or omission is continuous or repeated, nor shall any single or partial exercise
of any right, remedy, power or privilege preclude any other or further exercise
thereof by Newport or the exercise of any other right, remedy, power or
privilege by Newport. The rights and remedies of Newport described herein shall
be cumulative and not restrictive of any other rights or remedies available
under any other instrument, at law or in equity.
8.8 Counterparts.
This
Agreement may be executed in separate counterparts each of which will be an
original and all of which taken together will constitute one and the same
agreement.
8.9 Facsimile.
This
Agreement may be executed using facsimiles of signatures, and a facsimile of
a
signature shall be deemed to be the same, and equally enforceable, as an
original of such signature.
*
* * *
*
10
IN
WITNESS WHEREOF, the parties have caused this Loan Agreement to be
executed on the date first set forth above.
|
WELL
CHANCE INVESTMENTS LIMITED
By: /s/
Xxxxxxx
Dash
Xxxxxxx
Dash
Chief
Executive Officer
NEWPORT
CAPITAL ASSET MANAGEMENT
By:
/s/ Xxxx
Xxxxxxx
Xxxx
Xxxxxxx
President/Managing
Director
|
11
CAPITALIZATION
| Common Stock Issued and Outstanding |
8,200,000
|
| Options |
960,000
|
| Warrants |
930,000
|
12
EXHIBIT
A
FORM
OF PROMISSORY NOTE
See
attached.
13
EXHIBIT
B
FORM
OF SECURITY AGREEMENT
See
attached.
14
EXHIBIT
C
FORM
OF OFFICER'S CERTIFICATE
Intentionally
Omitted
15
EXHIBIT
D
FORM
OF SIDE AGREEMENT REGARDING SECURITY INTEREST
Intentionally
Omitted
16
EXHIBIT
E
FORM
OF COMMON STOCK PURCHASE WARRANT
See
attached.
17
