security Agreement
On this _______ day of _______________________, 20___, __________________ ("Debtor"), for valuable consideration, receipt of which is acknowledged, grants to ______________________________ Lender Herein referred to as ("Secured Party") a security interest in the following property of Debtor (the "Collateral") [insert description of collateral]
All assets of the company
Inventory
Company records
Customer lists
All study results data and any associated marketing claims made available throughout study. (Note) this is one of the primary uses us proceeds.
a discounted warrant to purchases preferred convertible shares.
To secure payment of the following obligations of Debtor to Secured Party (the "Obligations"): [choose one]
The following indebtedness: in the amount of ____________________________________________________ ________________________________________________________________additional consideration for making this loan includes a warrant to purchase 100,000 shares, exercisable at 10 cents per share regardless of current market price at the time of exercise.
All obligations and liabilities of Debtor to Secured Party.
1. Warranties and Covenants of Debtor. Debtor warrants and covenants that:
No other creditor has a security interest in the Collateral except the following 15 lenders that are part of this financing:
Debtor is the owner of the Collateral free from any adverse lien or encumbrance except this lien and the others described in this Security Agreement.
Debtor will defend the Collateral against all claims of other persons.
Debtor will immediately notify the Secured Party in writing of any change in name or address.
Debtor will do all such things as Secured Party at any time or from time to time may reasonably request to establish and maintain a perfected security interest in the Collateral.
Debtor will pay the cost of filing this agreement in all public offices where recording is deemed by Secured Party to be necessary or desirable. A photographic or other reproduction of this agreement is sufficient as a financing statement.
Debtor will not transfer or encumber the Collateral without the prior written consent of Secured Party.
Debtor will keep the Collateral insured against risk of loss or damage upon such terms as Secured Party may reasonably require.
Debtor will keep the Collateral free from any adverse lien and in good repair, will not waste or destroy the Collateral, and will not use the Collateral in violation of any law or policy of insurance. Secured Party may examine and inspect the Collateral at any reasonable time.
Debtor will pay promptly when due all taxes and assessments upon the Collateral or for its use or operation or upon this Agreement or upon any note evidencing the Obligations.
2. Additional Rights. Secured Party may discharge liens placed on the Collateral, may place and pay for insurance on the Collateral upon failure by the Debtor to do so, and may pay for the maintenance, repair, and preservation of the Collateral. To the extent permitted by applicable law, Debtor agrees to reimburse Secured Party on demand for any payment under this authorization.
3. Events of Default. Debtor shall be in default under this Agreement upon the occurrence of any of the following events or conditions: (a) the failure to perform any of the Obligations or this Agreement; (b) the loss, theft, substantial damage, destruction, transfer or encumbrance of the Collateral; (c) the making of any levy, seizure or attachment upon the Collateral; or (d) the filing by Debtor or by any third party against Debtor of any petition under any Federal bankruptcy statute, the appointment of a receiver of any part of the property of Debtor, or any assignment by Debtor for the benefit of creditors.
4. Remedies. UPON DEFAULT AND AT ANY TIME THEREAFTER, SECURED PARTY MAY DECLARE ALL OBLIGATIONS IMMEDIATELY DUE AND PAYABLE AND SHALL HAVE THE REMEDIES OF A SECURED PARTY UNDER THE UNIFORM COMMERCIAL CODE OF TENNESSEE.
SECURED PARTY: DEBTOR:
________________________________ ________________________________
On this _______ day of _______________________, 20___, __________________ ("Debtor"), for valuable consideration, receipt of which is acknowledged, grants to ______________________________ Lender Herein referred to as ("Secured Party") a security interest in the following property of Debtor (the "Collateral") [insert description of collateral]
All assets of the company
Inventory
Company records
Customer lists
All study results data and any associated marketing claims made available throughout study. (Note) this is one of the primary uses us proceeds.
a discounted warrant to purchases preferred convertible shares.
To secure payment of the following obligations of Debtor to Secured Party (the "Obligations"): [choose one]
The following indebtedness: in the amount of ____________________________________________________ ________________________________________________________________additional consideration for making this loan includes a warrant to purchase 100,000 shares, exercisable at 10 cents per share regardless of current market price at the time of exercise.
All obligations and liabilities of Debtor to Secured Party.
1. Warranties and Covenants of Debtor. Debtor warrants and covenants that:
No other creditor has a security interest in the Collateral except the following 15 lenders that are part of this financing:
Debtor is the owner of the Collateral free from any adverse lien or encumbrance except this lien and the others described in this Security Agreement.
Debtor will defend the Collateral against all claims of other persons.
Debtor will immediately notify the Secured Party in writing of any change in name or address.
Debtor will do all such things as Secured Party at any time or from time to time may reasonably request to establish and maintain a perfected security interest in the Collateral.
Debtor will pay the cost of filing this agreement in all public offices where recording is deemed by Secured Party to be necessary or desirable. A photographic or other reproduction of this agreement is sufficient as a financing statement.
Debtor will not transfer or encumber the Collateral without the prior written consent of Secured Party.
Debtor will keep the Collateral insured against risk of loss or damage upon such terms as Secured Party may reasonably require.
Debtor will keep the Collateral free from any adverse lien and in good repair, will not waste or destroy the Collateral, and will not use the Collateral in violation of any law or policy of insurance. Secured Party may examine and inspect the Collateral at any reasonable time.
Debtor will pay promptly when due all taxes and assessments upon the Collateral or for its use or operation or upon this Agreement or upon any note evidencing the Obligations.
2. Additional Rights. Secured Party may discharge liens placed on the Collateral, may place and pay for insurance on the Collateral upon failure by the Debtor to do so, and may pay for the maintenance, repair, and preservation of the Collateral. To the extent permitted by applicable law, Debtor agrees to reimburse Secured Party on demand for any payment under this authorization.
3. Events of Default. Debtor shall be in default under this Agreement upon the occurrence of any of the following events or conditions: (a) the failure to perform any of the Obligations or this Agreement; (b) the loss, theft, substantial damage, destruction, transfer or encumbrance of the Collateral; (c) the making of any levy, seizure or attachment upon the Collateral; or (d) the filing by Debtor or by any third party against Debtor of any petition under any Federal bankruptcy statute, the appointment of a receiver of any part of the property of Debtor, or any assignment by Debtor for the benefit of creditors.
4. Remedies. UPON DEFAULT AND AT ANY TIME THEREAFTER, SECURED PARTY MAY DECLARE ALL OBLIGATIONS IMMEDIATELY DUE AND PAYABLE AND SHALL HAVE THE REMEDIES OF A SECURED PARTY UNDER THE UNIFORM COMMERCIAL CODE OF TENNESSEE.
SECURED PARTY: DEBTOR:
________________________________ ________________________________
| security_agreement_flawless_health.rtf |
Convertible Debt / warrant agreement
THIS AGREEMENT, made and entered into this ___ day of ________, 2017. by and between (Flawless Helth), New Jersey (07735), hereinafter sometimes referred to as “Company,” and (lender) ________________, hereinafter sometimes referred to as “lender” of funds.
WITNESSETH:
WHEREAS, the Company applied for a loan of $___________ to be paid out of sales proceeds via 25 Cents paid to lender from each capsule bottle sold or any product sold by Flawless health
WHEREAS, the purpose of the loan is to enable the Company to expand it’s business, all as specified in the business plan supplied to lender, that will be updated on a quarterly basis and the business model progresses.
WHEREAS, the (lender) ___________________ is authorized to make this loan under applicable New Jersey Law and has assured Flawless Health that He or she is a qualified and sophisticated investor / lender as per the attached investor / lender suitability questionnaire.
NOW THEREFORE, in consideration of the mutual promises, covenants and agreements, the parties agree as follows:
1. As soon as practicable after the funds are received from Lender, the lender shall loan to the Company the sum of ______________ Dollars ($_________) upon the terms and conditions hereinafter set forth. Said sum shall be advanced to the Company in accordance with loan conditions in the provisions here in.
these provisions include issuance of a five year warrant warrant to purchase preferred convertible shared in the company exercisable at ten (10) cents per share any time within the earlier of five years or prior to a liquidation event.
2. This loan agreement is subject to:
A. The accuracy of representations made by the Company to (lender) in the Business Plan presented by the Company.
B. The lenders determination, in its’ sole discretion, that there has been no unremedied adverse change in the financial or any other condition of the Company’s initial business plan model.
C. An agreement executed by the Company that the funds and capital provided by all sources, more particularly identified in the Loan application, will allow the Company to operate its facility as indicated in the Business Plan.
D. An agreement executed by the Company providing that in the event the Company refinances its debt to the lender, relocates to another area outside of the State of New Jersey, or sells 30% or more of its’ assets, this loan shall be accelerated and immediately due and payable. Further, the loan may be immediately due and payable in the event there is a change of ownership or control of the business without prior consent of the (Lender) _________________________
E. Execution of a note in the principal amount of _______________ dollars ($_______) in the form and manner designated by the Lender including but not limited to the following provisions:
1) Commencing on the date of execution of the loan agreement between the Lender and the Company, any outstanding note balance shall draw interest at the rate of five percent ( 5%) per annum, with monthly principal and interest payments.
2) The note term shall be 25 cents of each unit sold by the company paid to lender on a monthly basis beginning _________, 2018 and continuing on the same day of each month until until the entire principal and interest due is paid in full.
3) The Company shall have the right to prepay any part or all of the unpaid balance at any time without penalty.
F. loan Guaranty by the Assets, inventory and good will of the company
G. To secure repayment of the note designated above, said note shall be secured by the following collateral:
Assets, inventory and good will of the company, including the value of the study which is one of the primary uses of proceeds of the loan to the company.
1) Security interest properly attached, recorded and perfected pursuant to the New Jersey Uniform Commercial Code, securing all equipment, inventory and accounts receivable, now owned, to be acquired with loan proceeds, or hereafter acquired and subject to prior liens.
H. Before disbursement, the (Lender) __________________ will assure that its lien position is or will be as designated herein.
I. The Security Agreement shall remain in full force and effect until the principal and interest on said note have been paid in full and at which time the (Lender) ____________________________ agrees to fully release the Security Agreement.
J. The Security Agreement shall contain the usual provisions to protect the lien position, including but not limited to requirements concerning payment of insurance and conditions precipitating default and notice of such default and remedies upon default, including but not limited to foreclosure of the Security Agreement.
3. In consideration of this loan, the Company further agrees as follows:
A. To fully complete the project as described in the Business Plan submitted to (lender) ___________________, and approved for funding by the Lenders within the time schedule set forth in the business plan. A copy of said application is either attached to this loan agreement or the same is hereby incorporated herein by reference.
B. To indemnify the Lender against any loss incurred by reason of the Company’s failure to fully comply with the terms of this agreement.
4. The Company agrees to operate its facilities in New Jersey, in full compliance with applicable federal, state and local laws including without limitations federal laws relating to equal employment opportunity and occupational health and safety standards and the New Jersey Building Code and local ordinances, resolutions or regulations which may be applicable.
5. The Company further agrees that until this transaction is closed and all indebtedness repaid by the Company to the lender, the Company will make available to the (lender) _______________________ and their authorized employees and agents, the Company’s books, accounts, records, reports, files and other papers pertaining to funds provided under this agreement for the purpose of making audits, examinations, and monitoring.
6. The Company agrees to provide the (Lender) ________________________ and their authorized employees and agents, yearly financial statements (balance sheet, profit and loss and cash flow statement) until the Company fully repays its’ indebtedness to the Lender.
7. The Company agrees to provide and maintain at its own expense casualty and hazard insurance in a total amount sufficient to pay the Provider in full, together with accrued interest thereon. Said insurance shall provide coverage for loss by fire or wind with extended coverage and shall cover all of the fixtures and improvements and all business machinery, equipment, furnishings and furniture secured by the security agreement between the Company and the Lender.
8. Before or at the time of Promissory Note execution between (Lender) __________________ and Company, the Company must be able to provide evidence that it is duly organized, in good standing in the State of its formation, authorized to do business in the State of New Jersey, and authorized to borrow money; and evidence shall be provided that the person executing the note and security instruments is authorized to act on behalf of the company in such a transaction.
9. The Company shall provide evidence that it has injected the necessary capital to comply with the requirements designated in the application.
10. The invalidity of any one or more phrases, sentences, clauses, or sections contained in this Agreement shall not affect the remaining portions of this Agreement, or any part thereof.
11. The parties further agree that this agreement may not be assigned by either party without prior approval of the other party.
12. The parties further agree that this agreement shall be binding upon their successors and assigns.
IN WITNESS WHEREOF, the parties have signed their names on the day and year first above written.
_____________________________________
By:__________________________________
(Name)
ATTEST: _______________________________
THIS AGREEMENT, made and entered into this ___ day of ________, 2017. by and between (Flawless Helth), New Jersey (07735), hereinafter sometimes referred to as “Company,” and (lender) ________________, hereinafter sometimes referred to as “lender” of funds.
WITNESSETH:
WHEREAS, the Company applied for a loan of $___________ to be paid out of sales proceeds via 25 Cents paid to lender from each capsule bottle sold or any product sold by Flawless health
WHEREAS, the purpose of the loan is to enable the Company to expand it’s business, all as specified in the business plan supplied to lender, that will be updated on a quarterly basis and the business model progresses.
WHEREAS, the (lender) ___________________ is authorized to make this loan under applicable New Jersey Law and has assured Flawless Health that He or she is a qualified and sophisticated investor / lender as per the attached investor / lender suitability questionnaire.
NOW THEREFORE, in consideration of the mutual promises, covenants and agreements, the parties agree as follows:
1. As soon as practicable after the funds are received from Lender, the lender shall loan to the Company the sum of ______________ Dollars ($_________) upon the terms and conditions hereinafter set forth. Said sum shall be advanced to the Company in accordance with loan conditions in the provisions here in.
these provisions include issuance of a five year warrant warrant to purchase preferred convertible shared in the company exercisable at ten (10) cents per share any time within the earlier of five years or prior to a liquidation event.
2. This loan agreement is subject to:
A. The accuracy of representations made by the Company to (lender) in the Business Plan presented by the Company.
B. The lenders determination, in its’ sole discretion, that there has been no unremedied adverse change in the financial or any other condition of the Company’s initial business plan model.
C. An agreement executed by the Company that the funds and capital provided by all sources, more particularly identified in the Loan application, will allow the Company to operate its facility as indicated in the Business Plan.
D. An agreement executed by the Company providing that in the event the Company refinances its debt to the lender, relocates to another area outside of the State of New Jersey, or sells 30% or more of its’ assets, this loan shall be accelerated and immediately due and payable. Further, the loan may be immediately due and payable in the event there is a change of ownership or control of the business without prior consent of the (Lender) _________________________
E. Execution of a note in the principal amount of _______________ dollars ($_______) in the form and manner designated by the Lender including but not limited to the following provisions:
1) Commencing on the date of execution of the loan agreement between the Lender and the Company, any outstanding note balance shall draw interest at the rate of five percent ( 5%) per annum, with monthly principal and interest payments.
2) The note term shall be 25 cents of each unit sold by the company paid to lender on a monthly basis beginning _________, 2018 and continuing on the same day of each month until until the entire principal and interest due is paid in full.
3) The Company shall have the right to prepay any part or all of the unpaid balance at any time without penalty.
F. loan Guaranty by the Assets, inventory and good will of the company
G. To secure repayment of the note designated above, said note shall be secured by the following collateral:
Assets, inventory and good will of the company, including the value of the study which is one of the primary uses of proceeds of the loan to the company.
1) Security interest properly attached, recorded and perfected pursuant to the New Jersey Uniform Commercial Code, securing all equipment, inventory and accounts receivable, now owned, to be acquired with loan proceeds, or hereafter acquired and subject to prior liens.
H. Before disbursement, the (Lender) __________________ will assure that its lien position is or will be as designated herein.
I. The Security Agreement shall remain in full force and effect until the principal and interest on said note have been paid in full and at which time the (Lender) ____________________________ agrees to fully release the Security Agreement.
J. The Security Agreement shall contain the usual provisions to protect the lien position, including but not limited to requirements concerning payment of insurance and conditions precipitating default and notice of such default and remedies upon default, including but not limited to foreclosure of the Security Agreement.
3. In consideration of this loan, the Company further agrees as follows:
A. To fully complete the project as described in the Business Plan submitted to (lender) ___________________, and approved for funding by the Lenders within the time schedule set forth in the business plan. A copy of said application is either attached to this loan agreement or the same is hereby incorporated herein by reference.
B. To indemnify the Lender against any loss incurred by reason of the Company’s failure to fully comply with the terms of this agreement.
4. The Company agrees to operate its facilities in New Jersey, in full compliance with applicable federal, state and local laws including without limitations federal laws relating to equal employment opportunity and occupational health and safety standards and the New Jersey Building Code and local ordinances, resolutions or regulations which may be applicable.
5. The Company further agrees that until this transaction is closed and all indebtedness repaid by the Company to the lender, the Company will make available to the (lender) _______________________ and their authorized employees and agents, the Company’s books, accounts, records, reports, files and other papers pertaining to funds provided under this agreement for the purpose of making audits, examinations, and monitoring.
6. The Company agrees to provide the (Lender) ________________________ and their authorized employees and agents, yearly financial statements (balance sheet, profit and loss and cash flow statement) until the Company fully repays its’ indebtedness to the Lender.
7. The Company agrees to provide and maintain at its own expense casualty and hazard insurance in a total amount sufficient to pay the Provider in full, together with accrued interest thereon. Said insurance shall provide coverage for loss by fire or wind with extended coverage and shall cover all of the fixtures and improvements and all business machinery, equipment, furnishings and furniture secured by the security agreement between the Company and the Lender.
8. Before or at the time of Promissory Note execution between (Lender) __________________ and Company, the Company must be able to provide evidence that it is duly organized, in good standing in the State of its formation, authorized to do business in the State of New Jersey, and authorized to borrow money; and evidence shall be provided that the person executing the note and security instruments is authorized to act on behalf of the company in such a transaction.
9. The Company shall provide evidence that it has injected the necessary capital to comply with the requirements designated in the application.
10. The invalidity of any one or more phrases, sentences, clauses, or sections contained in this Agreement shall not affect the remaining portions of this Agreement, or any part thereof.
11. The parties further agree that this agreement may not be assigned by either party without prior approval of the other party.
12. The parties further agree that this agreement shall be binding upon their successors and assigns.
IN WITNESS WHEREOF, the parties have signed their names on the day and year first above written.
_____________________________________
By:__________________________________
(Name)
ATTEST: _______________________________
| warrant agreement flawless_health.rtf |