BRIDGE LOAN
AGREEMENT
THIS BRIDGE
LOAN AGREEMENT (this “Agreement”) is made by and
between AMDL, Inc. (the “Company”) and Cantone
Research, Inc. (the “Lender”) as of the date written
below.
WHEREAS, the
Company desires to have the Lender provide a Bridge Loan for
$58,000 (the “Bridge Loan”); and
WHEREAS, the
Lender is willing to make the requested Bridge Loan available to
the Company on September 9, 2009 by wire transfer to the
Company’s bank account provided below on the terms and
conditions contained herein.
NOW, THEREFORE,
in consideration of the premises and the mutual agreements
contained herein, the parties hereto agree as follows:
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Lender agrees
to immediately wire transfer the sum of $58,000 to the Company
at:
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Mission Viejo,
California 92691
The Company
agrees that the proceeds of this Bridge Loan will be used
exclusively by the Company to pay interest due on currently
outstanding “12% Senior Notes.”
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This Bridge
Loan shall be due and payable by the Company, together with all
accrued and unpaid interest thereon, on or before December 1,
2009. The Bridge Loan will be immediately repaid out of
the proceeds from the proposed US$500,000 financing from St. George
Investments LLC and/or the planned US$3 million registered direct
offering anticipated to be completed during September 2009 by Jesup
Lamont, whichever closes first.
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The annual
interest on the Bridge Loan is 12% per annum; provided, however, in
the event the Bridge Loan is not repaid on or before October 9,
2009, the interest rate shall increase to 18% per annum until paid
in full.
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In
consideration for making this Bridge Loan, AMDL will issue to the
Lender, a two-year warrant to purchase up to 116,000 shares of the
Company’s Common Stock exercisable at US$0.60 per share (the
“Warrant”). The Warrant shall provide that
if the Bridge Loan is paid in full on or before October 9,
2009, the number of shares issuable on exercise of the
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Warrant shall
be reduced to 58,000. The shares of Common Stock
underlying the Warrant will be registered in a future S-1 or S-3
registrat
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