Line Of Credit Agreement

LINE OF CREDIT AGREEMENT

This Line of Credit Agreement (the “Agreement”) is effective [DATE],

BETWEEN: [LENDER NAME], (the “Lender”), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

AND: [BORROWER NAME], (the “Borrower”), an individual with their main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

Collectively, the Lender and Borrower shall be referred to as the “Parties.”

WHEREAS, the Borrower wishes to obtain from the Lender a line of credit facility of up to [SPECIFY AMOUNT] (the “Line of Credit”).

WHEREAS, in connection with the Line of Credit, the Borrower entered a Promissory Note with the Lender (the “Note”) to borrow up to [SPECIFY AMOUNT].

WHEREAS, in full reliance on the representations made by the Borrower in this Agreement and the Line of Credit Documents, the Lender is willing to extend such financing to the Borrower upon the terms, covenants and conditions contained in this Agreement and in the Line of Credit Documents.

NOW, THEREFORE, the Parties agree as follows:

DEFINITIONS

“Agreement” means this

Line of Credit A

greement and any amendment/modifications made thereto from time to time by the Parties hereto and shall include the Schedule hereto.

“Note” shall mean reference to the

romissory Note issued by the Borrower to the Lender to evidence the Line of Credit and in the form of

Exhibit A

annexed hereto and made a part hereof.

“Parties” means the

Lender

and the Borrower who are party to this Agreement

“Maturity Date” shall mean the third anniversary of the Effective Date, being the date that all sums evidenced by the Note shall be due and payable

“

Exhibits

” means and includes the

Exhibits

attached hereto and forming an integral part of the Agreement.

“Material Adverse Event” means any circumstance or event that, individually or collectively with other circumstances or events, may reasonably be expected to have a material adverse effect on the financial condition or Business of the Borrower, as now conducted or as proposed to be conducted.

“Line of Credit” shall mean the financing provided by

the

Lender to

the

Borrower under the terms of this Agreement in the maximum principal amount of

[SPECIFY AMOUNT

“Line of Credit Documents” shall refer to this Agreement and the Note. All of the Line of Credit Documents are incorporated herein by reference.

“Default” shall mean the occurrence and continuance of any of the events listed in this Agreement.

“Governmental Authority” shall mean the

overnment of the United States, any state, province or political subdivision thereof, any other foreign country, any multi-national organization or body and any entity exercising executive, judicial, legislative, police, taxing, regulatory or administrative authority or power of any nature.

AMOUNT AND TERMS OF LINE OF CREDIT

Line of Credit.

On the Effective Date, the Lender shall provide the Borrower with a Line of Credit up to the maximum amount of

[SPECIFY AMOUNT

]

, representing the maximum aggregate amount of the advances of funds from the Line of Credit (each an “Advance”) that may be outstanding and any time under the Line of Credit (the “Principal Indebtedness”), from which

the

Borrower may draw down, at any time and from time to time during the period from and including the date of this Line of Credit through the day immediately preceding the Maturity Date, a principal amount not to exceed at any one time outstanding, as to all such Advances in the aggregate, the Principal Indebtedness. The entire Principal Indebtedness of the Line of Credit shall be due and payable on the earlier to occur of (a) the occurrence and continuation of a Default hereunder, or (b) the Maturity Date (as the same may be extended as herein provided).

Interest.

Interest shall be payable on the outstanding Principal Indebtedness at the rate of

[PERCENTAGE]

per annum (the “Interest Rate”), payable semi-annually in arrears on

[

SPECIFY

MONTHS]

in each year. Interest at the Interest Rate on all outstanding Advances shall be payable with the then outstanding Principal Indebtedness on the Maturity Date.

Borrowing Notice.

All Advances, other than the Initial Advance

shall be made by

the

Lender on a date which shall be not later than

[

NUMBER OF

DAYS]

days following written request therefore from

the

Borrower.

Prepayment.

The

Borrower may prepay, in whole or in part, the Principal Indebtedness of the Line of Credit, and all Interest accrued on any outstanding Advances at any time prior to the Maturity Date, without the prior written consent of the Lender and without payment of any premium or penalty.

Extension of Maturity Date.

At any time prior to the Maturity Date

upon mutual written consent of the Borrower and the Lender, the Maturity Date may be extended for up to an additional three

year period, in which case the “Maturity Date” shall mean such later date as is agreed upon by the

arties.

ADDITIONAL AGREEMENTS OF THE BORROWER

Conditions Precedent to Disbursement at Closing. Prior to the disbursement of any of the proceeds of the Line of Credit to or for the account of

the

Borrower at

the

closing of the Line of Credit, and as a condition precedent to such disbursement, all of the conditions set forth below must be satisfied as determined by

the

Lender, in

the

Lender’

sole discretion.

Line of Credit Documents. On the Effective Date, the Borrower shall execute and deliver to the Lender, a counterpart of all Line of Credit Documents in favor of the Lender.

Miscellaneous Items.

The

Borrower shall deliver to

the

Lender such other items, documents and evidences pertaining to the Line of Credit as may reasonably be requested by

the

Lender.

REPRESENTATIONS AND WARRANTIES

The Borrower does hereby represent and warrant to

the

Lender, as of the date hereof (except as to any representation or warranty which specifically relates to another date), as follows (provided that any fact or item disclosed with respect to one representation or warranty shall be deemed to be disclosed with respect to each other representations or warranty, but only to the extent that the applicability of such fact or item with respect to such other representation or warranty can reasonably be inferred from the disclosure with respect to such fact or item contained in the disclosure schedules of

the

Borrower):

Authority to Execute and Perform Agreements. The Borrower has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and the other Line of Credit Documents and to perform fully its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Line of Credit Documents by the Borrower and the consummation of the transactions contemplated hereby and thereby have been or will be duly and validly authorized by all necessary individual and corporate action, and no other proceedings on the part of

the

Borrower are necessary to authorize this Agreement and the other Line of Credit Documents or to consummate the transactions so contemplated. This Agreement and the other Line of Credit Documents have all been or will be duly executed and delivered and are the valid and binding obligations of

the

Borrower enforceable against

the

Borrower in accordance with their terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors’ rights.

No Breach. The Borrower's execution, delivery and performance of this Agreement and the other Line of Credit Documents and the consummation of the transactions contemplated hereby and thereby will not violate, conflict with or otherwise result in the breach or violation of any of the terms and conditions of, result in a modification of the effect of or constitute (or with notice or lapse of time or both would constitute) a

efault under (a) the Borrower’s Memorandum and Articles of Association; (b) any Contract to which the Borrower is a party or by or to which it or any of their assets are bound or subject; or (c) any governmental law or judicial Order against, or binding upon or applicable to

the

Borrower or their assets.

No Broker. No broker, finder, agent or similar intermediary has acted for or on behalf of

the

Borrower in connection with this Agreement or the transactions contemplated hereby, and no broker, finder, agent or similar intermediary is entitled to any broker’s, finder’s or similar fee or other commission in connection therewith based on any agreement, arrangement or understanding with

the

Borrower or any action taken by

the

Borrower.

No Legal Proceedings. As of the date hereof, there is no action, suit or proceeding pending, or

to the knowledge of the Borrower

threatened against or involving the Borrower in any court, or before any arbitrator of any kind, or before or by any governmental body, which in the reasonable judgment of the Borrower (taking into account the exhaustion of all appeals) would have a material adverse effect on the financial condition of the Borrower, or which purports to affect the legality, validity, binding effect or enforceability of this Agreement or the Note.

COVENANTS

For so long as any principal amount and accrued interest in respect of the Line of Credit remain outstanding, the Borrower covenants and agrees with the Lender as follows:

Information.

The

Borrower shall furnish to

the

Lender with reasonable promptness such data and information, financial and otherwise, concerning

the

Borrower as from time to time may reasonably be requested by

the

Lender for purposes of administering compliance with the Line of Credit Documents.

Notice.

The

Borrower shall promptly notify

the

Lender in writing of any of the following:

The existence or occurrence of any event, which

with the passage of time, the giving of notice, or both, would constitute a Default under this Agreement or a

efault under any of the Line of Credit Documents; and,

Any events or changes in the financial condition of

the

Borrower occurring since the date of the last financial statement of

the

Borrower filed with the Securities and Exchange Commission prior to the date of this Agreement, which

individually or cumulatively

when viewed in light of prior financial statements, may result in a Material Adverse Event

n the financial condition of

the

Borrower.

Compliance with Laws.

The

Borrower shall comply with all local, state and federal laws, except where non-compliance could not reasonably be expected to constitute a Material Adverse Event.

Additional Negative Covenants.

The

Borrower shall not, without the prior written consent of

the

Lender, (i) liquidate, dissolve or wind

any of

the Business

affairs of

the

Borrower; (ii) effect any merger or consolidation transaction; (iii) sell, lease, transfer, license or otherwise dispose, in a single transaction or series of related transactions by

the

Borrower of all or substantially all

the assets of

the

Borrower; or (iv) consent to any of the foregoing.

DEFAULT AND REMEDIES

Events of Default Not Requiring Notice. The occurrence and continuation of any of the following events shall constitute an Event of Default under this Agreement and the Line of Credit Documents without the requirement of notice from

the

Lender to

the

Borrower:

Nonpayment. The failure of the Borrower to pay when due any principal or interest at the Interest Rate on the Line of Credit or other charge with respect to the Principal Indebtedness, or the amount of any fee or payment required of

the

Borrower under this Agreement or any of the Line of Credit Documents

provided that

the

Borrower shall have a

[

NUMBER OF

DAYS]

business day period after which such payment is due in order to cure such breach.

Voluntary Bankruptcy or Insolvency. The occurrence and continuance of any of the following with respect to

the

Borrower: (1) the filing by it of a petition in bankruptcy or for reorganization or for an arrangement under any bankruptcy or insolvency law or for a receiver or trustee for any of

its

properties; (2) an assignment by it for the benefit of creditors or an admission, in writing, of an inability to pay

its

debts as they become due; or (3) the entry of a judgment of insolvency against it by any state, provincial or federal court of competent jurisdiction, and any such petition is not dismissed within 60 days after the filing thereof.

Notice. If any Event of Default shall occur (whether or not any required notice has been given or an applicable grace period has elapsed),

the

Lender shall not be obligated to make any further

dvances or disbursements until such Event of Default is remedied. Unless otherwise expressly provided by the terms of this Agreement, or the Line of Credit Documents, if an Event of Default shall occur and be continuing,

the

Lender shall give written notice of such occurrence to

the

Borrower as follows:

Monetary Default. In the event of a monetary

efault for which

the

Borrower is given a cure period,

the

Lender shall give

the

Borrower written notice of the Event of Default and

the

Borrower shall be given an opportunity to cure the

efault within the applicable cure period.

Nonmonetary Default. In the event of a nonmonetary

efault for which

the

Borrower is given a cure period,

the

Lender shall give

the

Borrower written notice of the Event of Default and

the

Borrower shall be given an opportunity to cure the

efault within the applicable cure period. However, if the nonmonetary

efault cannot reasonably be corrected within the applicable cure period,

the

Borrower shall have an additional

[

NUMBER OF

DAYS]

days to remedy such nonmonetary

efault if

the

Borrower notifies

the

Lender of the manner in which the nonmonetary

efault shall be cured, and if appropriate corrective action is instituted within the initial specified cure period and is diligently pursued thereafter. In the event that correction of the

efault requires action by a Governmental Authority which cannot reasonably be obtained within an additional

[

NUMBER OF

DAYS]

days, and

the

Borrower has complied with the conditions of the previous sentence, such

[

NUMBER OF

DAYS]

day cure period shall be extended to some other reasonable amount of time, so long as the Borrower’

Business is not impaired and continues in the ordinary course until the

efault is cured.

Election of Remedies. If an Event of Default shall occur and continue after any required notice and lapse of any applicable grace period, all obligations of

the

Lender under this Agreement and under the Line of Credit Documents shall cease and terminate, and at the election of

the

Lender, the Lender may: (i) declare the outstanding Principal Indebtedness evidenced by the Note immediately due and payable; (ii) exercise any remedy provided for in the Line of Credit Documents; or (iii) exercise any other right or remedy available to

the

Lender pursuant to any Line of Credit Document, or as provided at law or in equity.

No Remedy Exclusive. No remedy conferred upon or reserved to

the

Lender under this Agreement shall be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement, the Line of Credit Documents, or now or hereafter existing at law or in equity or by statute. No delay or failure to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient.

Right of Set-off.

Upon the declaration of the Note as due and payable pursuant to the provisions of Section 6.1, the Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held

and other indebtedness at any time owing by the Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and the Note held by the Lender, irrespective of whether or not the Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. The Lender agrees promptly to notify the Borrower after any such set-off and application made by the Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lender under this Section 6.5 are in addition to other rights and remedies (including other rights of set-off) which the Lender may have.

Expenses during Default.

The

Borrower shall pay all of

the

Lender’s reasonable fees and costs incurred in the preparation of this Note and any related documents. If this Note is placed in the hands of an attorney for collection, by suit or otherwise, or to enforce its collection, the Borrower shall pay all reasonable costs of collection including reasonable attorneys' fees.

WAIVER

No delay in exercising or omission to exercise any right, power or remedy accruing to the

Lender

upon any

efault under this Agreement, Security Documents or any other agreement or document, shall impair any right, power or remedy or shall be construed as a waiver thereof or any acquiescence in such

efault affect or impair any right, power or remedy of the

Lender

in respect of any other

efault.

SEVERABILITY

If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or u

nenforceable, it is the Parties

’

intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable

and the remainder of the provisions of this Agreement shall in no way be affected, impaired or invalidated as a result.

MODIFICATIONS

Except where provision for modification is made elsewhere in this Agreement

all articles of this Agreement may be modified through amendments to the Agreement.

ll other amendments

shall become effective upon acceptance by the Parties.

NOTICES

Any notices or delivery required here shall be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post,

postage prepaid, to the Parties

at the addresses contained in this Agreement or as the

arties may later designate in writing at the

address

provided by the Partie

FORCE MAJEURE

For purposes of this

ection, "force majeure" means an event beyond the control of either

arty, which by its nature could not have been foreseen by such

arty, or, if it could have been foreseen, was unavoidable, and includes without limitation, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) and failure of energy sources.

either

arty shall be under any liability for failure to fulfill any obligation under this Agreement, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered, or delayed as a consequence of circumstances of force majeure

provided that such

arty shall have exercised all due diligence to minimize to the greatest extent possible the effect of force majeure on its obligations hereunder.

EFFECTIVE DATE OF TERMS AND CONDITIONS

This Agreement shall become binding on the Borrower and the

Lender

on and from the date of execution hereof. It shall be in full force

until

the

acility is fully amortized/repaid and any other moneys due and payable to the

Lender

under this Agreement as well as all other agreements, documents which may be subsisting/executed between the Borrower and the

Lender

are

fully paid.

INDEMNIFICATION

The Borrower undertakes to indemnify and keep

the

Lender

and its officers/employees fully indemnified and harmless from and against all the consequences of breach of any of the terms, condition

, statements, undertakings, representations and warranties of this Agreement

as also of any of its representations or warranties not being found to be true at any point of time, including any actions, suits, claims, proceedings, damages, liabilities, losses, expenses or costs (hereinafter referred to as “Claims”) faced, suffered or incurred by the

Lender

The

Borrower hereby agrees to and understand

that this indemnity would cover all acts and omissions on the part of the warranties and/or representations of the Borrower. Similarly,

n the event of any Claims being made on

the

Lender

, on account of any breach of warranty, representations, non-compliance of any applicable law, unauthorized act, fraud, deed or thing done or omitted to be done or undertaking made by the Borrower or its employees, agents, being false, the Borrower undertakes to pay

on first demand made by

the

Lender

any amount on this account without any demur, reservation, contest,

protest whatsoever within 7 working days of the demand being made.

GOVERNING LAW AND JURISDICTION

This

greement shall be construed and enforced in accordance with the laws of

[STATE/PROVINCE].

The Parties submit to the jurisdiction of the courts of

[STATE/PROVINCE]

for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement

MEDIATION AND ARBITRATION

In the event a dispute arises out of or in connection with this Agreement, the Parties shall attempt to resolve the dispute through friendly consultation.

If the dispute is not resolved within a period of [

NUMBER OF

DAYS] days

then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues shall be submitted to final and binding arbitration in accordance with the laws of

[STATE/PROVINCE]

The arbitrator's award shall be final, and judgment may be entered upon it by any court having jurisdiction within

[STATE/PROVINCE].

ENTIRE AGREEMENT

This Agreement contains the entir

greement between the Parties

. All negotiations and understandings have been included in this Agreement. Statements or representations which m

ay have been made by any Party

to this Agreement in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this A

greement shall bind the Parties

IN WITNESS WHEREOF, the Parties have executed this Agreement on [DATE].

LENDER BORROWER

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

EXHIBIT A

PROMISSORY NOTE

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