THIS LOAN AGREEMENT (the “Agreement’) is dated for reference effective as of the 29th day of July, 2010. BETWEEN:
THIS LOAN AGREEMENT (the
“Agreement’) is dated
for reference effective as of the 29th day of
July, 2010.
BETWEEN:
TECHMEDIA
ADVERTISING, INC., a company incorporated under the laws of the State of
Nevada and having an address for notice and delivery located at ▇/▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, #▇▇-▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
(the
“Company”)
OF THE
FIRST PART
AND:
▇▇▇▇▇▇
CAPITAL LTD., a company incorporated under the laws of the British Virgin
Islands and have an address for notice and delivery located at P.O. Box 957,
Offshore Incorporations Centre, Road Town, Tortola, British Virgin
Islands
(the
“Lender”)
OF THE
SECOND PART
WHEREAS:
A. The
Lender, which is currently a shareholder of the Company, has agreed to loan to
the Company the principal amount of US Three Hundred Thousand Dollars
(US$300,000) on the terms and conditions set forth in this Agreement for the
purposes of financing the Company with such funds being used for general
corporate purposes.
B. The
Company wishes to accept the loan from the Lender in order to increase its funds
available for working capital purposes;
C. The
Lender and the Company desire to amend this Agreement into a convertible
debenture arrangement between the parties as more particularly described
hereinbelow within 30 days of the date of this Loan Agreement as long as the
parties are able to come to mutually agreeable terms within such time
frame.
NOW THEREFORE THIS AGREEMENT
WITNESSES that in consideration of the premises and the mutual agreements
and covenants herein contained (the receipt and adequacy of such consideration
is hereby mutually admitted by each party), the parties hereby agree as
follows:
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1.
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Loan. The
Lender hereby agrees to loan to the Company, and on the terms and
conditions contained herein, the principal sum of US THREE HUNDRED
THOUSAND dollars (US$300,000) (the “Loan”) by delivering
US$300,000 by way of a bank draft to the Company or by wire transferring
such funds to the Company’s bank account, which banking instructions will
be provided to the Lender, upon the execution of this
Agreement.
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2.
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Interest
Rate. The Loan will bear interest at a rate of 6% per
annum on the principal amount subject to the terms of this Agreement (the
“Interest
Rate”).
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3.
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Repayment of the
Loan. The Loan and interest on the Loan payable at the
Interest Rate will be due and payable one year from the date of this
Agreement.
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4.
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Amendment to a Convertible
Debenture/Loan. The parties acknowledge that they will
use commercially reasonable efforts to amend this Agreement into a
convertible debenture/loan arrangement between the parties within 30
calendar days of the date of the execution of this Agreement as long as
the parties are able to mutually agree on the terms of such convertible
debenture/loan, which shall include, but not be limited to, the following
terms:
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(a)
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The
principal amount of the convertible debenture/loan shall be
US$300,000;
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(b)
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The
interest rate shall be 6% per annum calculated and payable
annually;
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(c)
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The
maturity date of the convertible debenture/loan shall be July 29,
2011;
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(d)
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The
conversion price shall be $3.00 per share of common stock;
and
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(e)
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The
Company shall have a put option to force conversion of the principal sum
including any accrued and unpaid interest into shares of common stock of
the Company at the conversion price of $3.00 per share as long as the
Company’s securities are quoted for five consecutive trading days with a
closing price of at least US$3.00 per share or higher by providing the
Lender with written notice.
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5.
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Representations and Warranties
of the Company. To induce the Lender to agree to make
the Loan, the Company represents and warrants to the Lender
that:
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(a)
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The
Company is a company duly incorporated and validly subsisting under the
laws of the State of Nevada, has all requisite corporate capacity, power,
and authority to own its assets; to carry on its business as now conducted
or as proposed to be conducted; and to enter into and to carry out the
transactions contemplated by this
Agreement;
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(b)
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The
Company is not a party to any agreement or instrument or subject to any
corporate restrictions which would restrict the ability of the Company to
perform its obligations under this Agreement;
and
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(c)
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The
Company has taken or caused to be taken all necessary action, corporate or
otherwise, to authorize, and has duly executed and delivered this
Agreement.
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6.
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Assignment. This
Agreement may not be assigned by either party hereto except with the prior
written consent of the other party.
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7.
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Enurement. This
Agreement will enure to the benefit of and be binding upon the parties and
their respective successors and permitted
assigns.
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8.
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Entire
Agreement. This Agreement, together with any other
writing signed by the parties expressly stated to be supplementary hereto,
constitutes the entire Agreement between the parties and supersedes all
prior understandings and writings to which the Lender and the Company are
parties.
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9.
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Governing Law and
Jurisdiction. This Agreement shall be deemed to be
governed by and construed in accordance with the laws of
Singapore. For the purposes of any legal actions or proceedings
brought by the Lender in respect to this Agreement, the parties hereby
irrevocably submit to the exclusive jurisdiction of the courts of
Singapore and acknowledge their competence and the convenience and
propriety of the venue and agree to be bound by any judgment thereof and
not to seek, and hereby waive, any review of its merits by the courts of
any other jurisdiction.
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10.
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Conflicts. The
Lender hereby acknowledges that ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Law Corporation acts
solely for the Company in connection herewith and the preparation of this
Agreement and that the Company and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Law Corporation
have requested that the Lender seek and obtain independent legal advice in
connection with the review and execution of this
Agreement.
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11.
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Further
Assurances. The parties will from time to time after the
execution of this Agreement make, do, execute or cause or permit to be
made, done or executed, all such further and other acts, deeds, things,
devices and assurances in law whatsoever as may be required to carry out
the true intention and to give full force and effect to this
Agreement.
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12.
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Currency. All
payments required to be made pursuant to the provisions of this Agreement
and all money amount references contained herein are in lawful currency of
the United States of America.
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13.
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Severability. If
any term of this Agreement is partially or wholly invalid or
unenforceable, the remainder of this Agreement will not be affected and
each remaining term will be separately valid and
enforceable.
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14.
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Interpretation. In
this Agreement, using separate parts and inserting headings are for
convenient reference only and will in no way define, limit, construe or
describe the scope or intent of this Agreement nor in any way affect this
Agreement.
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15.
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Rights of Third
Parties. A person who is not a party to this Agreement
has no rights under the Contracts (Rights of Third Parties) Act, Chapter
53B of Singapore to enforce any term of this
Agreement.
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[the
rest of this page is intentionally left blank]
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16.
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Counterparts. This
Agreement may be executed by the parties in as many counterparts as may be
necessary, and via facsimile if necessary, each of which so signed shall
be deemed to be an original and all of which taken together shall be
deemed to constitute one and the same instrument, and, notwithstanding
the date of execution, being deemed to bear the execution date as set
forth on the front page of this
Agreement.
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IN WITNESS WHEREOF the parties
hereto have hereunto executed this Agreement as of the day and year first above
written.
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The
Company herein
per:
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▇▇▇▇▇▇
CAPITAL LTD.
The
Lender herein
per:
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/s/
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇
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/s/
▇▇▇▇▇▇
Vellu
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| Authorized Signatory | Authorized Signatory | |||
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▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
President
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▇▇▇▇▇▇ Vellu, Director | |||
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(print
name and title)
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(print
name and title)
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