LOAN
AGREEMENT
This Loan Agreement (the
“Agreement”) is executed August 6, 2009, between
CONSTANT ENVIRONMENT, INC., with a principle business address of
1310 Contour Drive, Mississauga, Ontario, Canada, L5H 1B2,
(“Borrower”) and 1456146 Ontario Limited with an
address of 5671 Kennedy Road, Mississauga, Ontario, CANADA L4Z 3E1
(“Lender”).
RECITALS :
A.
Borrower has applied to Lender for a loan
(the “Loan”) for US$50,000 (fifty thousand
USD).
B.
This Agreement will set forth the
parties’ agreements relating to the Loan.
For good and valuable consideration,
including the making of the Loan, the parties agree as
follows:
1.
The Loan
(a)
Amount . The Loan amount shall be in the amount of $50,000,
and shall be delivered to Borrower on the date this Agreement is
executed (the “Closing”).
(b)
Interest . The Loan shall bear 15% interest.
(c)
Term . The term of the Loan shall be TWO (2) years
beginning on the date of execution of this Agreement and can be
extended by the mutual consent of both parties (the
“Expiration Date”). Upon the Lender’s
discretion, the Loan can be re-paid in full or in part at any time
prior to the Expiration Date.
(d)
Shares. In addition to the interest set forth above,
in consideration for the Loan, the Borrower shall issue
100,000 amount of shares of the Borrower’s common to
the Lender. Such shares shall be restricted in accordance with Rule
144 of the Securities Act of 1933.
2.
Use of Loan Proceeds
. Borrower may use the Loan proceeds for
general working capital.
3.
Indemnification
. Borrower shall indemnify Lender, and
its officials, officers, agents, and employees against all claims,
liabilities, losses, costs, or expenses caused by the performance
of this Agreement.
4.
Borrower’s Representations and
Warranties . Borrower warrants
and represents as follows (and acknowledges that all of these
warranties and representations are material): (a) The matters
contained in this Agreement were true and complete in all material
respects as of the date of filing and remain true and complete now;
(b) Borrower is not presently debarred, suspended,
proposed for debarment, suspension,
declared ineligible, or voluntarily excluded from participation in
this transaction; (c) Borrower has the authority
