LOAN AGREEMENT
THIS AGREEMENT dated as of the 9th day of
May, 2008
| BETWEEN: |
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DORAL ENERGY CORP.
(formerly “LANGUAGE |
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ENTERPRISES
CORP.”) , a Nevada corporation with
a |
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corporate office at 111 N. Sepulveda
Blvd., Suite 250, |
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Manhattan Beach, CA 90266 |
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(hereinafter called the
"Borrower") |
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OF THE FIRST PART |
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| AND: |
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GREEN SHOE INVESTMENTS
LTD , a Nevis corporation |
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with a corporate office at P.O. Box
556, Main Street, |
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Charlestown, Nevis, West Indies |
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(hereinafter called the "Lender") |
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OF THE SECOND
PART |
WHEREAS the Lender has advanced $100,000
(U.S.) to the Borrower, and the Borrower has agreed to repay such
amounts, on the terms and subject to the conditions set forth in
this Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES
THAT in consideration of the sum of $1.00 paid by each party to
the other (the receipt of which is hereby acknowledged) the parties
hereto mutually covenant and agree as follows:
1.
INTERPRETATION
1.1
Definitions . Where used herein or in any amendment hereto
each of the following words and phrases shall have the meanings set
forth as follows:
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(a) |
"Agreement" means this Loan Agreement including
the Schedules hereto together with any amendments hereof;
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(c) |
"Event of Default" means any event set forth in
paragraph 6.1;
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(d) |
"Loan" means the loan of $100,000 (U.S.) made by
the Lender to the Borrower in accordance with this Agreement;
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(e) |
“Maturity” means July 1, 2010;
and
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(f) |
"Principal Sum" means the sum of $100,000
(U.S.).
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1.2
Number and Gender . Wherever the singular or the masculine
are used herein the same shall be deemed to include the plural or
the feminine or the body politic or corporate where the context or
the parties so require.
1.3
Headings . The headings to the articles, paragraphs,
subparagraphs or clauses of this Agreement are inserted for
convenience only and shall not affect the construction hereof.
1.4
References . Unless otherwise stated a reference herein to a
numbered or lettered article, paragraph, subparagraph or clause
refers to the article, paragraph, subparagraph or clause bearing
that
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number or letter in this Agreement. A
reference to this Agreement or herein means this Loan Agreement,
including the Schedule hereto, together with any amendments
thereof.
1.5
Currency . All dollar amounts expressed herein refer to
lawful currency of the United States of America.
2.
TERMS OF LOAN
2.1
Loan and Repayment . The Lender hereby agrees to lend to the
Borrower the Principal Sum of $100,000 (U.S.). The Loan shall be
made in United States currency and shall be repaid by the Borrower
on or before July 1, 2010.
2.2
Interest . The Borrower shall pay on the amount of the
Principal Sum, interest at a rate of 5% per annum, payable on
Maturity. The Borrower shall pay interest at the aforesaid rate on
all overdue interest.
2.3
Advances . The Lender, advanced to the Borrower the
Principal sum of $100,000 on or about April 14, 2008, by wire
transfer.
2.4
Pre-Payment . The Borrower may pre-pay all or any portion of
the Loan at any time.
3.
PROMISSORY NOTE, EXTENSIONS & WAIVER
3.1
Loan . To evidence the Loan, the Borrower agrees to execute
a promissory note in favor of the Lender in the form attached
hereto as Schedule “A”.
3.2
Extensions . The Lender may grant extensions as the Lender
may see fit without prejudice to the liability of the Borrower or
to the Lender's rights under this Agreement or under the Promissory
Note.
3.3
Waiver . The Lender may waive any breach by the Borrower of
this Agreement or of any default by the Borrower in the observance
or performance of any covenant or condition required to be observed
or performed by the Borrower hereunder or under the Promissory
Note. No failure or delay on the part of the Lender to exercise any
right, power or remedy given herein or by statute or at law or in
equity or otherwise shall operate as a waiver thereof, nor shall
any single or partial exercise of any right preclude any other
exercise thereof or the exercise of any other right, power or
remedy, nor shall any waiver by the Lender be deemed to be a waiver
of any subsequent similar or other event.
4.
REPRESENTATIONS AND WARRANTIES
4.1
Representations . The Borrower represents and warrants to
the Lender, and acknowledges that the Lender is relying upon such
representations and warranties in entering into this Agreement, as
follows:
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(a) |
the Borrower has the capacity to enter into this
Agreement, and the execution of this Agreement and the completion
of the transactions contemplated hereby shall not be in violation
any agreement to which the Borrower is a party; and
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(b) |
the Promissory Note has been duly executed by
the Borrower and is enforceable against the Borrower in accordance
with its terms.
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5.
CLOSING ARRANGEMENTS
5.1
Conditions Precedent . The Lender's obligation to advance
the Principal Sum to the Borrower shall be subject to the
satisfaction of the following conditions:
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(a) |
the representations and warranties of the
Borrower shall be true as of the date hereof and as of the dates
the Principal Sum is, in whole or in part, advanced to the
Borrower; and
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(b) |
the Borrower shall have complied with all of its
obligations hereunder.
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The foregoing conditions precedent are inserted
for the benefit of the Lender and may be waived in whole or in part
by the Lender at any time prior to closing by delivering to the
Borrower written notice to that effect.
5.2
Time of Closing . The closing of the Loan shall take place
on execution of this Loan Agreement.
5.3
Deliveries by the Lender .
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