BRIDGE LOAN AGREEMENT
THIS
BRIDGE LOAN AGREEMENT (" Loan Agreement ") is dated as of
September 7, 2007, by and between CYPHEREDGE TECHNOLOGIES, INC., a
Delaware corporation, having an office at 13810 SE Eastgate Way,
Bldg. 1, Suite 160, Bellevue, Washington, 98005 (the "Company"),
and MISTRAL VENTURES, INC., a Nevada corporation, having an office
at Suite 809, 4438 West 10 th Avenue, Vancouver, BC,
Canada V6J 1M7 ("Lender").
W I T N E S S E T H
WHEREAS,
the Company wishes to induce Lender to loan to the Company, and
Lender is willing to loan to the Company, subject to the terms and
conditions set forth herein, Five Hundred Thousand (US$ 500,000)
United States Dollars.
NOW,
THEREFORE, for and in consideration of the premises and the mutual
agreement contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1.
LOAN . Subject to the terms and conditions set forth herein,
Lender shall loan to the Company One Million (US $1,000,000) United
States Dollars (the " Loan "), by delivery of such amount to
the Company in U.S. funds by wire transfer to an account designated
by the Company, in one installment.
2.
MUTUAL DELIVERIES . Upon the delivery by Lender of the Loan
proceeds as provided in Section 1 above, the Company shall deliver
to Lender the original or execution copies of the following
instruments and agreements duly executed by the Company
(collectively the " Agreements "):
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(i) |
this Bridge Loan Agreement;
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(ii) |
a Secured Promissory Note in the form annexed
hereto as Exhibit A; and
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(iii) |
a Security Agreement in the form annexed hereto
as Exhibit “B”.
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3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY . The Company
represents and warrants to Lender that:
(a)
The Company has the corporate power and authority to enter into the
Agreements and to perform its obligations thereunder. The execution
and delivery by the Company of the Agreements and the consummation
by the Company of the transactions contemplated thereby have been
duly authorized by all necessary corporate action on the part of
the Company. The Agreements have been and will be duly executed and
delivered by the Company and constitute valid and binding
obligations of the Company enforceable against it in accordance
with their respective terms, subject to the effects of any
applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally and to the
application of equitable principles in any proceeding (legal or
equitable).
(b) The
execution, delivery and performance by the Company of the
Agreements and the consummation of the transactions contemplated
thereby do not and will not breach or constitute a default under
any applicable law or regulation or of any agreement, judgment,
order, decree or other instrument binding on the Company which
breach or default could reasonably be expected to have a material
adverse effect on the Company.
(c) The
Company is in material compliance with all applicable laws,
regulations, judgments, decrees and orders material to the conduct
of its business.
(d) Excluding
the proceeding against Esmond Goei, there is no pending or, to the
knowledge of the Company, threatened, judicial, administrative or
arbitral action, claim, suit, proceeding or investigation
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which might affect the validity or
enforceability of the Agreements or which involves the Company and
which if adversely determined, could reasonably be expected to have
a material adverse effect on the Company.
(e) No
consent or approval of, or exemption by, or filing with, any party
or governmental or public body or authority is required in
connection with the execution, delivery and performance under the
Agreements or the taking of any action contemplated hereunder or
thereunder.
(f) The
Company has been duly organized and is validly existing as a
corporation in good standing under the laws of the jurisdiction of
its formation. The Company is duly qualified and licensed and in
good standing as a corporation in each jurisdiction in which its
current ownership or leasing of any properties or its ownership or
leasing of any properties or the character of its operations as
currently conducted requires such qualification or licensing,
except where the failure to be so qualified would not have a
material adverse effect on the Company. The Company has all power
and authority, and has obtained all necessary authorizations,
approvals, orders, licenses, certificates, franchises and permits
of and from all governmental or regulatory officials and bodies
necessary to own or lease its properties and conduct its business
other than those authorizations, approvals and such other documents
the lack of which could not reasonably be expected to have a
material adverse effect on the Company.
(g)
The execution, delivery and performance of the Agreements by the
Company and the consummation of the transactions contemplated
thereby will not: (i) violate any provision of the Company's
corporate formation documents, (ii) violate, conflict with or
result in the material breach of any of the terms of, result in a
material modification of the effect of, or otherwise give any other
contracting party the right to terminate, or constitute (or with
notice or lapse of time or both constitute) a default under, any
contract or other agreement to which the Company is a party or by
or to which the Company or any of the Company's assets or
properties may be bound or subject, (iii) violate any order,
judgment, injunction, award or decree of any court, arbitrator or
governmental or regulatory body by which the Company, or the assets
or properties of the Company are bound, or (iv) to the Company's
knowledge, violate any statute, law or regulation.
4.
REPRESENTATIONS AND WARRANTIES OF LENDER . Lender hereby
represents and warrants to the Company that:
(a) Lender
has the corporate power and authority to enter into this Loan
Agreement and to perform its obligations hereunder. The execution
and delivery by Lender of this Loan Agreement and the consummation
by Lender of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of Lender.
This Loan Agreement has been duly executed and delivered by Lender
and constitutes valid and binding obligations of Lender,
enforceable against it in accordance with their respective terms,
subject to the effects of any appl
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