BRIDGE LOAN AGREEMENT
By this BRIDGE LOAN AGREEMENT dated as of [_____________] (this
“Agreement”), Gothic Investments LTD of Cayman Islands (the “Lender”) and Ingeniis
Capital LLC, of Wyoming (the “Borrower”), hereby agree as follows: The Lender and the
Borrower are sometimes individually referred to as a “Party” and collectively as the “Parties”.
1) The Bridge. The Loan amount herein is $ 4,000,000 transferred on 4th May 2022, to Stg
Derdengelden Moerdijk Palm in favor of Angepa LTD of Curacao, bearing interest at the
rate of five percent (5%), culminating to $4,200,000.
2) Deposit. A deposit of $ 500,000 shall also be payable on or before ____________date.
3) Payments. The Loan Amount and interest (full amount) shall be payable on or before
_______________date failure to which Borrower will forfeit the $500,000 deposit. All
payments made pursuant to this Bridge Loan Agreement shall be first applied to accrued
and unpaid interest, then to any lien or other proper charges under this Bridge Loan
Agreement and finally to the aggregated principal balance of the Loan Amount. Payment
will be made to Citco Bank in Cayman Island the Lender’s following account:
Once the full amount is paid and the bridge loan is paid off to R.D. Smeets (separate
loan), then SPF Zoutvat 222, the current shareholder of Angepa LTD will transfer 51% of
Angepa LTD’s shares to BLR Group LLC of Wyoming. When both bridge loans are paid
in full, 51% of the shares of Angepa LTD will be transferred to BLR Group LLC. SPF
Zoutvat 222 has the right to sell the share to any other buyer or refuse to sell remaining
shares once the loan terms expires.
4) Representations, Warranties and Covenants. Lender hereby represents, warrants and
covenants to the Borrower that:
a) Authorization. Such Lender has full power and authority to enter into this
Agreement, and such Agreement constitutes such Lender’s valid and legally
binding obligation, enforceable in accordance with its terms.
b) Disclosure of Information. Such Lender believes it has received all the
information it considers necessary or appropriate for deciding whether to
participate in the Bridge Loan. Such Lender further represents that it has had an
opportunity to ask questions and receive answers from the Borrower regarding the
terms and conditions of the Bridge Financing, properties and financial condition
of the Borrower.
c) Investment Experience. Such Lender acknowledges that it is able to fend for
itself, can bear the economic risk of its investment, and has such knowledge and
experience in financial or business matters that it is capable of evaluating the
merits and risks of participating in the Bridge Financing. Such Lender also
represents that it has not been organized for the purpose of participating in the
Bridge Financing.
d) Accredited Investor. Such Lender is an “accredited investor” within the meaning
of Securities and Exchange Commission (“SEC”), as presently in effect.
e) Further Limitations on Disposition. Without in any way limiting the
representations set forth above, such Lender further agrees not to make any
disposition of all or any portion of the Securities unless and until:
i. There is then in effect a registration statement under the Securities Act covering such
proposed disposition and such disposition is made in accordance with such registration
statement; or
ii. (A) Such Lender shall have notified and received the consent of the Borrower of the
proposed disposition and shall have furnished the Borrower with a detailed statement of
the circumstances surrounding the proposed disposition, and (B) if reasonably requested
by the Borrower, such Lender shall have furnished the Borrower with an opinion of
counsel, reasonably satisfactory to the Borrower that such disposition will not require
registration of such Securities under the Securities Act.
iii. Notwithstanding the provisions of paragraphs (i) and (ii) above, no such registration
statement or opinion of counsel shall be necessary for a transfer by a Lender, if it is a
partnership, to another partnership that is affiliated with the transferring partnership or to
a partner of such transferring partnership or a retired partner of such partnership who
retires after the date hereof, or to the estate of any such partner or retired partner or the
transfer by gift, will or intestate succession of any partner to his or her spouse or to the
siblings, lineal descendants or ancestors of such partner or his or her spouse, if the
transferee agrees in writing to be subject to the terms hereof to the same extent as if he or
she were an original Investor hereunder.
iv. The Lender acknowledges that documents herein have been prepared by an attorney who
has been retained to do so by the Borrower and that all information contained within the
documents is based upon information supplied to said attorney by the Borrower and that
the attorney has not independently investigated or audited his client, the Borrower.
5) Representations and Warranties of the Borrower. In connection with the transactions
provided for herein, the Borrower hereby represents and warrants to the Lender that:
a) Organization, Good Standing, and Qualification. The Borrower is an LLC duly
organized, validly existing, and in good standing under the laws of the State of Wyoming
and has all requisite corporate power and authority to carry on its business as now
conducted and as proposed to be conducted. The Borrower is duly qualified to transact
business and is in good standing in each jurisdiction in which the failure so to qualify
would have a material adverse effect on its business or properties.
b) Authorization. All corporate action on the part of the Borrower, and its officers,
directors, and stockholders necessary for the authorization, execution, and delivery of this
Agreement and the Securities and the performance of all obligations of the Borrower
hereunder and thereunder, including, but not limited to, the authorization and reservation
for issuance of the Securities, has been taken.
c) Valid Issuance. The Warrants, when issued, and delivered in accordance with the terms
of this Agreement for the consideration expressed therein, will be duly and validly issued,
and nonassessable and, based in part upon the representation of the Lender in Section 2 of
this Agreement, will be issued in compliance with all applicable federal and state
securities laws.
d) Enforceability. This Agreement constitutes valid and legally binding obligations of the
Borrower, enforceable in accordance with their respective terms, except (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general
application affecting enforcement of creditors’ rights generally and (ii) as limited by laws
relating to the availability of specific performance, injunctive relief, or other equitable
remedies.
e) Noncontravention. The execution, delivery and performance by the Borrower of this
Agreement, will not cause a default under, or otherwise breach, of its organizing
documents, each as amended, or any other insurance, document or agreement to which
the Borrower is a party or by which it is bound, or any law, rule or regulation applicable
to the Borrower or its assets which such default or breach would have a material adverse
effect on the Borrower.
6) Successors and Assigns; Governing Law. Each Lender understands that this Agreement
shall be binding upon the executors, administrators, heirs, legal representatives, legatees,
successors and assigns of such Lender and shall inure to the benefit of the Borrower, its
successors and assigns. This Agreement shall be governed by and construed in
accordance with the laws of the State of _________.
7) Notices. All notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally or by commercial delivery service, or mailed by
registered or certified mail (return receipt requested) or sent via facsimile (with
confirmation of receipt) to the parties at the address for such party set forth below:
Gothic Investments Ltd: ______________________________________
Ingeniis Capital LLC: ________________________________________
8) No Waiver. The failure of the Borrower or Lender in any instance to exercise any rights
provided hereby shall not constitute a waiver of any other rights that may subsequently
arise under the provisions of this Agreement or any other agreement between the
Borrower and the Lender. No waiver of any breach or condition of this Agreement shall
be deemed to be a waiver of any other or subsequent breach or condition, whether of like
or different nature.
9) Expenses; Finders’ Fees. Each Lender and the Borrower will bear its respective expenses
incurred in connection with the sale of the Securities and the other transactions and
agreements in connection therewith. Each party represents that it neither is nor will be
obligated for any finder’s fee or commission in connection with these transactions and
agrees to indemnify and to hold harmless the other party from any liability for any
commission or compensation in the nature of a finder’s fee (and the costs and expenses of
defending against such liability or asserted liability) for which such party or any of its
officers, partners, employees or representatives is or becomes responsible.
10) Counterparts. This Agreement may be executed in counterparts, all of which shall be
considered one and the same instrument.
11) Usury; Qualified Commercial Loan.
a) Usury. All agreements between the Borrower and Lender hereunder are expressly
limited so that in no event shall the amount paid, or agreed to be paid, to any Lender for
the use, forbearance or detention of the money to be loaned hereunder exceed the
maximum amount permissible under applicable law. If from any circumstances
fulfillment of any provision of this Agreement, or of any other document evidencing,
securing or pertaining thereto, at the time performance of such provision shall be due,
shall involve transcending the limit of validity prescribed by law, then ipso facto, the
obligation to be fulfilled shall be reduced to the limit of such validity, and if from any
such circumstances a Lender shall ever receive anything of value as interest or deemed
interest by applicable law pursuant to this Agreement, or any other document evidencing,
securing, or pertaining to the indebtedness incurred hereby or pursuant to a Note, an
amount that would exceed the highest lawful rate, such amount that would be excessive
interest shall be applied to the reduction of the principal amount owing hereunder or
under any applicable Note, and not to the payment of interest, or if such excessive
interest exceeds the unpaid balance of principal amount, such excess shall be refunded to
the Borrower. In determining whether or not the interest paid or payable with respect to
any indebtedness of the Borrower exceeds the highest lawful rate, the Borrower and the
Lender shall, to the maximum extent permitted by applicable law, (i) characterize any
nonprincipal payment as an expense, fee or premium rather than as interest, (ii) amortize,
prorate, allocate and spread the total amount of interest throughout the full term of such
indebtedness so that the actual rate of interest on account of such indebtedness is uniform
throughout the term thereof and/or (iii) allocate interest between portions of such
indebtedness, to the end that no such portion shall bear interest at a rate greater than that
permitted by law. The terms and provisions of this Section shall control and supersede
every other conflicting provision of all agreements between the Borrower and the Lender.
b) Qualified Commercial Loan. The parties hereto agree and acknowledge that each
issuance of Debt and Warrants shall be considered part of the same overall transaction.
The Borrower hereby certifies that it has been advised by the Lender to seek the advice
of an attorney and an accountant in connection with the transactions referenced herein.
Furthermore, the Borrower has had an opportunity to seek the advice of an attorney and
an accountant of the Borrower’s choice in connection with the transactions referenced
herein.
IN WITNESS WHEREOF, the parties hereto execute this Bridge Loan Agreement as of the
date first set forth above.
Signed by the duly authorized representative
of the LENDER
Signature: ………………………………………
Name: …………………………………………
Designation: ……………………………………
Date: …………………………………………….
Signed by the duly authorized representative
of the BORROWER
Signature: ……………………………………
Name: …………………………………………
Designation:
……………………………………
Date:
…………………………………………….
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