Item 9 Labs Corp. Secures 2.5M Loan
Borrower agrees to borrow from Lender and Lender, in reliance upon the representations and warranties from Borrower as set forth herein, agrees to make the Loan to Borrower, all subject to the terms and conditions set forth in this Agreement. The preceding Background provisions are hereby incorporated as material terms of the Agreement.
SECTION 1 AMOUNT AND GENERAL TERMS OF THE LOAN
1.1 Loan Amount. The maximum amount of the Loan ("Loan Amount”) shall be Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000).
1.2 Multiple Advance Loan.
This Loan represents a multiple advance credit facility. At the Closing of the Loan, Lender will disburse approximately Two Million and no/100 Dollars ($2,000,000) directly to Borrower’s approved contractors, subcontractors and materialmen for work and materials supplied to and incorporated in the Nevada Real Property (“First Funding”). The outstanding principal balance of the Loan may be increased by one or more advances by Lender during the Term (each an “Advance”) within thirty (30) days following the First Funding directly to Borrower’s approved contractors, subcontractors and materialmen for work and materials supplied to and incorporated in the Nevada Real Property
, on the terms and conditions set forth in section 1.9.7, below. It is expressly agreed by Borrower that the maximum outstanding principal on this Note shall not at any one time exceed the amount of Two Million Five Hundred Thousand and no/100 Dollars ($2,500,000), and the balance of the Loan outstanding at any specific time shall be the total amount advanced by Lender less the amount of principal payments, if any, made from time to time by Borrower.
The term of the Loan ("Term") shall be for a period of sixty (60) days from the date of First Funding.
1.3.1. Extension Right. Provided there is not an existing Event of Default under this Agreement or any of the Loan Documents, or one that will occur with the giving of notice or the passing of time, or if there exists a non-monetary Event of Default and Borrower has commenced and is diligently prosecuting a cure, if any such right exists under this Agreement or the applicable Loan Document, Borrower shall have the right to extend the Term (“Extension”) for an additional sixty (60) days, subject to satisfaction of the following, each of which is a condition of the Extension:
(a) Borrower shall give Lender written notice of its election for the Extension (“Extension Notice”) at least ten (10) days prior to the expiration of the Term.
(b) In addition to all other sums due from Borrower to Lender, Borrower shall pay at the expiration of the Term an extension loan fee equal to fifteen (15%) percent
of the aggregate total of all Lender advances to Borrower during the Term of the Loan.
(a) Borrower acknowledges and agrees that (i) extremely limited information, property reports, due diligence material and time has been made available to Lender to assess the risks and exposures related to the Loan, (ii) the Security (as defined herein) provided to Lender will include significant broken priority exceptions to title insurance, (iii) the Loan represents a substantial risk to Lender, and (iv) the funds represented by the Loan are instrumental to Borrower’s business opportunities and alternate funding having better terms or timing of funding is not otherwise available to Borrower. As a result, Borrower and Lender have specifically negotiated and agreed that the interest rate of the Loan is fair and equitable to both Borrower and Lender in light of the risk to Lender and the opportunities available to Borrower through the use of the Loan funds and is not the result of undue pressure or influence.
(b) Upon the earlier of (i) an incurred Event of Default (as defined in this Agreement) prior to the expiration of the Term following which Lender exercises a right to accelerate the unpaid Loan balance, or (ii) at the expiration of the Term, Borrower shall pay all advanced and unpaid principal, plus a one-time payment equal to fifteen (15%) percent of the aggregate total of all Lender advances to Borrower during the Term of the Loan, plus and any other sum due from Borrower pursuant to this Agreement or any other Loan Document.
(c) From the earlier of (i) the date of an uncured Event of Default (as defined in this Agreement) occurring prior to the expiration of the Term following which Lender exercises a right to accelerate the unpaid Loan balance, or (ii) the expiration of the Term, in addition to the Interest described in section 1.4 (b), all unpaid principal of the Loan shall accrue interest at a default rate equal to eighteen percent (18%) per annum ("Default Rate"). The Default Interest shall be calculated on the basis of a 30 day month and a 360 day year.
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Lender Initials Borrower Initials Borrower Initials
(a) No payments will be due under the Loan until the end of the Term at which time all unpaid principal, accrued Interest, fees and any other sum due from Borrower shall be paid in full. (CONTINUE .... https://www.otcmarkets.com/filing/html?id=13626837&guid=jjXfUqq8LMnldth