Convertible Loan Agreement Format

15. Compliance with the Penal Code – In this section, the terms “interest”, “penalty interest rate” and “credit deposit” have the meanings assigned to them by Section 347 of the Penal Code (Canada) as amended from time to time. The Company and the Investor agree that despite an agreement to the contrary, no interest shall be paid on the loan submitted by the Investor under the Loan Agreement beyond the interest permitted by Canadian law. If the effective interest rate calculated in accordance with generally recognized actuarial practices and principles exceeds the penalty rate of the pre-paid credit, (a) the return items covered by the term “interest” are reduced to the extent necessary to eliminate that excess; (b) the remaining exemption shall be set off against the advance of the principal amount; and (c) any overpayment that may remain after such credit is immediately refunded to the business upon request; 21. Counterparties – This loan agreement can be executed in consideration, and these counterparties together form a single instrument. The electronic provision of an equivalent of this executed loan agreement, including by fax or electronic delivery in “portable document” format (“.pdf”), is as efficient as the delivery of a manually executed equivalent. The parties acknowledge and agree that, in all legal proceedings between them, which comply with or are related to the Loan Agreement in any way, any party counterparty waives the right to defend itself electronically on the basis of the performance of this Agreement or the delivery of such exported consideration. Taking into account the reciprocal obligations and agreements set forth in this Agreement and other good and valuable considerations (the receipt and quality of which are acknowledged), INVESTOR thus grants the Company a converted loan of $10,000.00 in the legal tender of Canada (the “Principal Amount”), which the Company acknowledges has obtained in its entirety in accordance with the following conditions: 5. Security – The Company`s lending obligations under the Loan Agreement prevail over any other debt of the Company. In this agreement, the loan must be used at some point, without guarantee and at the discretion of the company, repayable and convertible (repayment date).

As the loan can be repaid or converted at the company`s choice, this convertible loan is somehow equity and advantageous to the company – depending on the interest rate and/or the share conversion price. . . .