LOAN
AGREEMENT-1 st Extension
This Loan
Agreement (the “Agreement”) is entered into, between
the EFT Biotech Holdings, Inc. (“Lender”), located in
City of Industry, CA, and Excalibur International Marine
Corporation (“Borrower”) located in Taipei,
Taiwan.
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-Pursuant to the Board’s resolution,
Lender has approved Borrower’s loan originally dated
September 23, 2008. Lender’s approval of Borrower’s
loan under this Agreement are made on reliance that borrower will
pay back upon secure a loan from local banks in Taiwan. By
executing this Agreement the Borrower represents under penalty of
perjury are true and accurate in all respects.
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-Lender agreed to loan (the “Loan”),
dated September 23, 2008, to Borrower, via its Subsidiary, the
Lender’s wholly owned subsidiary, in the amount of US Two
Million Dollars ( US$2,000,000 ), evidenced by a Promissory
Note (the “Promissory Note”) attached hereto as
Exhibit A.
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-Pursuant to the Board’s resolution,
Lender has approved to extend the Loan due at November 25, 2008 to
May 25, 2009 under this Agreement.
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The Borrower
agrees to expend all funds disbursed pursuant to this Agreement only for
the purposes of its business operation and in the amounts set forth
in the Borrower’s Budget. Any other use of funds disbursed
hereunder shall require prior written approval by
Lender.
LOAN
REPAYMENT AND INTEREST
All Loan funds
disbursed hereunder, together with all interest payable thereon,
shall be repaid to Lender in accordance with the terms of the
Promissory Note. The Loan shall bear simple interest at the annual
rate set forth in the attached Promissory Note on the principal
balance of Loan funds disbursed to the Borrower. Payment of said
interest shall be due at the end of the loan term, and interest
shall accrue from the time of disbursement of Loan funds to the
Borrower until receipt of full Loan repayment to Lender.
EFFECTIVE
DATE OF AGREEMENT
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This Agreement shall become effective on the
date it is approved and executed by Lender at City of industry,
California (the “Effective Date”).
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The Borrower agrees to complete performance of
its obligations within the time periods required by Lender and any
fully executed documents, if applicable.
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Borrower shall
have the right to prepay all or any part of the outstanding balance
of this Loan at any time without penalty. Any partial prepayment
will not excuse any later scheduled payments until the Loan is paid
in full. Prepayments shall be applied first to the payment of any
outstanding late fees, then to interest and then to principal
installments.
In order to
evidence its debt to Lender hereunder, the Borrower agrees to,
contemporaneously with the execution of this Agreement, execute and
deliver to Lender the Promissory Note (attached as Exhibit A
hereto).
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The Borrower
agrees to establish on its books a separate account for this Loan.
This account shall be maintained, and is subject to review and
audit by Lender, as long as the Loan obligation remains
unsatisfied.
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The Borrower
further agrees to maintain records that accurately and fully show
the date, amount, purpose, and payee of all expenditures drawn on
said account for three (3) years after the date Lender determines
this Loan is repaid in full.
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The Borrower
further agrees to allow Lender, or its designated representatives,
on written request, to have reasonable access to, and the right of
inspection of, all books and records that pertain to the Loan
account.
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The
Borrower’s failure to comply with any of the terms of the
Agreement shall constitute a breach of this Agreement and an Event
of Default. In the event of any default, Lender may, in its
discretion, declare this Agreement to have been breached and be
released from any further performance hereunder. Events of default
are detailed in the Promissory Note and are incorporated herein by
reference.
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In the event of
any default or breach of this Agreement by the Borrower, Lender,
without limiting any of its other legal rights or remedies, may
accelerate the Loan and declare any remaining unpaid principal
balance, along with accrued interest and late fees, immediately due
and payable, as provided in the Promissory Note evidencing this
Loan.
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In the event of
any default or breach of this Agreement by the Borrower, Lender
shall have priority right above any secured or unsecured creditor
to declare any remaining unpaid principal balance, along with
accrued interest and late fees, immediately due and payable, as
provided in the Promissory Note evidencing this Loan.
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Indemnification
by Borrower
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The Borrower
agrees to indemnify, defend, and save harmless Lender and its
officers, agents, and employees from any and all claims, losses, or
costs (including reasonable attorney fees) arising out of,
resulting from, or in any way connected with the Loan or this
Agreement, or the financing or the operation of the business
financed with the Loan.
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The Borrower,
and the agents and employees of Borrower, in the performance of
this Agreement, shall and do act in an independent capacity, and
they acknowledge and agree that they are not officers or employees
or agents of the Lender and accordingly they are not authorized to
act, and may not act, in such capacity.
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Without the
written consent of Lender, this Agreement is not assignable or
transferable by Borrower either in whole or in part. Lender may
assign its rights under this Agreement for security purposes, and
in such event the assignee of this
Agreement shall be entitled to enforce the provisions hereof
and shall be a third party beneficiary of t
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