Exhibit 10.4
UNSECURED CONVERTIBLE LOAN AGREEMENT
This
Agreement dated as of November 28, 2008, is among GreenChek
Technology Inc., a Nevada corporation ("GCHK" or
“Borrower”) and Lincoln Parke, ("LP" or
“Lender”), (collectively, the
“Parties”).
GCHK wishes
to borrow from LP, and LP wishes to lend to GCHK, a total amount of
USD 300,000.00 in the form of an unsecured convertible subordinated
loan.
Parties refer
to Section 7 which provides for a conditional capital stock
increase, in order to enable GCHK to issue the necessary number of
shares required in case of conversion of the hereunder defined
loan.
Parties agree
as follows:
1. Total
Amount of Loan
The total
amount of the loan is USD 300,000.00.
2. Delivery
of the Funds by LP
LP will immediately provide for a transfer of
said funds to GCHK. GCHK will acknowledge receipt of that amount
and acknowledge owing USD 300,000.00 to LP, with reference to the
present Agreement.
3. Repayment of Loan by GCHK
All unpaid principal shall be due and payable
on the earlier to occur of the second anniversary of the LP/GCHK
Agreement or the closing of a financing of USD 1,000,000.00 or more
(such date is referred to as "Due Date").
Reservation
is made for provisions of Section 6.2 hereunder.
4. Prepayment
GCHK may not prepay any portion of the
principal sum prior to the Due Date, unless authorized to do so in
writing by LP.
5. Interest
No interest
shall be due on the principal.
6. Subordination
6.1. Principle
In the event of any receivership, insolvency
or bankruptcy proceedings instituted by or against GCHK, or
execution sale of any of the assets of GCHK, or proceedings,
whether or not judicial, for dissolution or liquidation of GCHK, or
any distribution or division, partial to complete, of all or any
part of the assets of GCHK, the claim derived from this loan will
be subordinated to the payment in full of all third party
claims.
6.2. Possibility
of Conditional Waiver
Furthermore, before any receivership,
insolvency or bankruptcy proceedings, in the event that excessive
debt of GCHK would require steps to be
take
