Shareholder's Loan Agreement

SHAREHOLDER’S LOAN AGREEMENT

dated as of Shareholders' Loan Agreement Date

Between

Company Name, domiciled in adress, identified with fiscal identification number fiscal identification number, trade registry number Trade Registration Number, represented by Representative Full Name in capacity of representative rolerole, as Borrower

And

Company Name, domiciled in adress, identified with fiscal identification number fiscal identification number, trade registry number trade reg no, represented by Representative Full Namein capacity of representative role, as Lender

This SHAREHOLDER’S LOAN AGREEMENT dated as of Shareholders' Loan Agreement Date(this “Loan Agreement”), between Company Name, a Company Jurisdiction corporation, as Borrower (the “Borrower”), and Company Name, a Company Jurisdiction corporation, as Lender (the “Lender”).

WHEREAS:

The Borrower desires to borrow up to an aggregate principal amount of EUR Loan Amount In EUR from the Lender for supplementing working capital in accordance with the terms and conditions of this Loan Agreement.

The Lender, which owns lender ownership %% of the total issued shares of capital stock of the Borrower, is willing to make available the Loan (as defined below) to the Borrower in accordance with the terms and conditions of this Loan Agreement.

1. DEFINITIONS

As used in this Loan Agreement, the following terms have the meanings specified below:

“Applicable Law” means, as to any Person, all applicable laws binding upon such Person or to which such Person is subject.

“Borrowing Request” means a request for a Loan in substantially the form attached hereto as Exhibit “A”.

“Business Day” means any day that is not a Saturday, Sunday, or other day that is a legal holiday under the laws of applicable jurisdictions or is a day on which banking institutions in such jurisdictions are authorized or required by law to close.

“Distribution” means, with respect to any indebtedness, obligation, or security, (a) any payment or distribution by any Person of cash, securities, or other property, by set-off or otherwise, on account of such indebtedness, obligation, or security, (b) any redemption, purchase, or other acquisition of such indebtedness, obligation, or security by any Person, or (c) the granting of any lien or security interest to or for the benefit of the holders of such indebtedness, obligation, or security in or upon any property of any Person.

“Euro” and “€” means the currency the present agreement is denominated in.

“Event of Default” has the meaning ascribed to such term in Section 5 of this Loan Agreement.

“Facility Amount” has the meaning ascribed to such term in Section 2.1 of this Loan Agreement.

“Interest Period” has the meaning ascribed to such term in Section 2.5 of this Loan Agreement.

“EURIBOR" means the Euro Interbank Offered Rate for deposits in euros for a specified period, as displayed on the relevant screen page (or any successor page) published by the European Money Markets Institute (EMMI) at or about 11:00 a.m. Brussels time, on the date that is two (2) Business Days prior to the commencement of the relevant Interest Period. If such rate is unavailable or ceases to exist, EURIBOR shall be determined using a substitute or successor rate agreed between the Borrower and the Lender, which reflects prevailing market conditions and regulatory guidance. If no agreement is reached, the Lender may reasonably determine the rate reflecting its cost of funds plus the applicable margin.

“Loan” means a loan by the Lender to the Borrower under this Loan Agreement.

“Loan Documents” means this Loan Agreement and any other agreements, instruments, or documents executed in connection herewith.

“Material Adverse Effect” means a material adverse effect on (i) the business operations or financial condition of the Borrower, or (ii) the ability of the Borrower to repay the Loan or otherwise perform its obligations under the Loan Documents.

“Maturity Date” means [Maturity Date].

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority, or other entity.

2. LOANS AND BORROWINGS

2.1 Loans and Purpose.

At the request of the Borrower, the Lender has established, as of the date hereof, a loan facility in favor of the Borrower in accordance with the terms and conditions of this Loan Agreement with a maximum principal amount at any one time outstanding up to EUR Loan Amount In EUR (the “Facility Amount”); provided, however, that no provision of this Loan Agreement shall be deemed to require the Lender to advance any Loan to the Borrower at any time. At any time that the Borrower desires the Lender to advance a Loan hereunder, the Borrower may request the same, and such Loan may be made in the Lender’s sole discretion.

All Loan proceeds shall be used for supplementing the working capital of the Borrower.

2.2 Borrowing Requests.

The Borrower shall notify the Lender in writing for each Loan 10 Business Days in advance. Each such notice shall be in the form of a Borrowing Request, appropriately completed and signed by an authorized officer of the Borrower.

Content of Borrowing Requests.

Each Borrowing Request for a Loan pursuant to this Section shall specify the following information in substantially the form of “Exhibit A” hereto:

• The aggregate amount of the requested Loan;

• The date of such Loan (which shall be a Business Day);

• The location and number of the Borrower’s account to which funds are to be disbursed; and

• Any other information as the Lender may reasonably request in connection with such Loan.

The Lender shall assess each Borrowing Request and decide whether or not to approve such Borrowing Request. If a Borrowing Request is approved, the Lender shall make the amount of the Loan available to the Borrower on the proposed date thereof. If a Borrowing Request is not approved, the Lender shall notify the Borrower within 5 Business Days after receipt of the applicable Borrowing Request.

The Borrower may draw down the Loan in one lump sum or in installments, upon the Lender’s approval of the Borrowing Request; provided, however, that:

• The aggregate principal amount drawn under this Loan Agreement shall not exceed the Facility Amount

• If the Borrower elects to borrow an amount less than the Facility Amount, the minimum amount of each Loan shall be EUR minimum loan amount and integral multiples of incremental amount in excess thereof; and

• Amounts repaid or prepaid may not be reborrowed by the Borrower.

2.3 Prepayments.

The Borrower may prepay at any time and from time to time, in whole or in part, upon 10 Business Days’ prior written notice to the Lender, the outstanding principal balance of the Loan. All prepayments shall include accrued and unpaid interest on the principal amount being prepaid to the date of prepayment.

2.4 Repayment of Loans.

The Borrower shall repay to the Lender the aggregate outstanding principal amount of the Loan, together with accrued and unpaid interest and any other amount owing under this Loan Agreement and the Loan Documents on the Maturity Date.

2.5 Interest.

Each Loan shall bear interest from the date of drawdown at a rate per annum equal to the applicable EURIBOR as at the date of drawdown, plus interest rate spread % per annum. Interest shall be calculated on the basis of the actual number of days elapsed over a year of 360 days. If EURIBOR is unavailable, the applicable interest rate shall be determined by reference to an alternative benchmark rate agreed between the Borrower and the Lender, reflecting prevailing market conditions and regulatory guidance. In the absence of such agreement, the Lender may determine a rate based on its cost of funds plus the applicable margin.

Interest Period.

Interest periods shall be for interest period no months months (each an “Interest Period”), or such other period as the Borrower and the Lender may agree in writing.

Interest Payment Date.

In relation to each Loan, accrued and unpaid interest shall be payable on the last day of each Interest Period or, in the case of Interest Periods longer than three months, on the dates falling at three-month intervals after the first day of the relevant Interest Period, and on the Maturity Date.

2.6 Expenses.

The Borrower shall pay all reasonable costs and expenses incurred by the Lender in connection with the negotiation, drafting, filing, registration, or recording of this Loan Agreement.

2.7 Obligation.

The Borrower hereby unconditionally promises to pay to the Lender, in EUR in immediately available funds, all principal, interest, and other amounts owing under this Loan Agreement when such amounts are due and payable hereunder, without counterclaim, deduction, setoff, or other reduction for any reason.

3. REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lender that:

the borrower is duly incorporated, validly existing, and in good standing under the Company Jurisdiction laws and

• it has all requisite power and authority and all requisite governmental licenses, authorizations, consents, and approvals to execute, deliver, and perform its obligations under this Loan Agreement.

• the execution, delivery, and performance by the Borrower of this Loan Agreement and the Loan Documents have been duly authorized by all necessary corporate or other organizational action, and do not and will not:

  • contravene any provisions of any Applicable Law to which it or any of its assets or revenues are subject;

  • conflict with, or result in any breach of any of the terms of, or constitute a default under, any material agreement or other instrument to which it is a party; or

  • result in the creation or imposition of, or oblige it to create, any security interest other than as permitted under the terms of this Loan Agreement on any of its undertaking, assets, rights, or revenues.

• this Loan Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium, or other Applicable Laws affecting creditors’ rights generally and by general principles of equity.

• the Borrower is not in default under or with respect to any contractual obligation that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. No Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Loan Agreement.

• there is no legal action or proceeding pending or, to the knowledge of the Borrower, threatened, against the Borrower, before any court or administrative agency, which would reasonably be expected to have a Material Adverse Effect.

4. AFFIRMATIVE AND NEGATIVE COVENANTS

The Borrower covenants and agrees with the Lender that, so long as this Loan Agreement shall remain in effect or the principal of or interest on the Loan or any other amount payable in connection herewith shall be unpaid, unless the Lender otherwise consents in writing, the Borrower shall:

• provide to the Lender within 45 days of the end of each calendar month, monthly financial statements for such month;

• furnish the Lender prompt written notice upon its becoming aware of the filing or commencement of, or any threat or notice of intention of any person to file or commence, any action, suit, or proceeding, whether at law or in equity or by or before any governmental authority, against it which would reasonably be expected to result in a Material Adverse Effect or in a material impairment of the ability of the Borrower to perform any of its obligations under this Loan Agreement;

5. EVENTS OF DEFAULT

In case of the occurrence of any of the following events (each, an “Event of Default”):

1. The Borrower defaults in the payment of:

   1. When due, any principal of the Loan, whether at maturity, by acceleration, or otherwise; and

   2. within 20 Business Days when due, any interest on the Loan, whether at maturity, by acceleration, or otherwise.

2. Any representation or warranty made or deemed made by the Borrower hereunder is false or misleading in any material respect as of the time made or deemed made or furnished, which is not remedied within [Cure Period] days after the Lender has notified the Borrower in writing of the same.

3. The Borrower defaults in the performance or observance of any other covenant or agreement under this Loan Agreement, and such default continues for a period of 90 days after written notice from the Lender.

4. The Borrower passes a resolution to dissolve, wind-up, or liquidate itself.

5. Any case, proceeding, or other action against the Borrower is commenced seeking an order for relief against it as a debtor or to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution, or composition of it or its debts under any Debtor Relief Law, and such case, proceeding, or other action results in the entry of an order for relief against it that is not fully stayed or dismissed within 90 days after the entry thereof.

6. The Borrower generally fails to pay its debts as they become due, admits in writing its inability to pay its debts, or makes a general assignment for the benefit of creditors. The Borrower commences any case, proceeding, or other action seeking an order for relief on its behalf as a debtor, or adjudicating it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution, or composition of it or its debts under any law relating to bankruptcy, insolvency, or relief of debtors, or seeking appointment of a receiver, trustee, custodian, or other similar official for it or for all or any substantial part of its property; or the Borrower takes any corporate action to authorize or in contemplation of any of the actions set forth above in this paragraph.

Then, and in every such event, the Lender shall, in addition to all other rights and remedies available to it, be entitled by written (including facsimile/e-mail) notice to the Borrower to terminate this Loan Agreement and to declare any outstanding principal of and all accrued and unpaid interest on the Loan and all other liabilities accrued hereunder to be forthwith due and payable, and the same shall thereupon become immediately due and payable without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein to the contrary notwithstanding.

6. MISCELLANEOUS

Governing Law.

This Loan Agreement shall be governed by and construed in accordance with the laws of Company Jurisdiction. Each party hereto irrevocably waives any objection it may now or hereafter have to the laying of the venue of any proceedings in the courts of Company Jurisdiction and any claim that any such proceedings have been brought in an inconvenient forum. Each party further irrevocably agrees that a judgment in any proceedings brought in the courts of Company Jurisdiction shall be conclusive and binding and may be enforced in the courts of any other jurisdiction, to the fullest extent permitted by Applicable Law.

Entire Agreement; Amendments; Invalidity.

This Loan Agreement and the other Loan Documents constitute the entire agreement and understanding of the parties and supersede and replace in their entirety any prior discussions, agreements, etc., all of which are merged herein and therein. None of the terms of this Loan Agreement or any of the other Loan Documents may be amended or otherwise modified except by an instrument executed by each of the Borrower and the Lender. If any provision or part of a provision of this Loan Agreement is found by any authority of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Loan Agreement, all of which shall remain in full force and effect.

No Third-Party Beneficiary.

This Loan Agreement shall not be construed to confer any right or benefit upon any person or entity other than the parties to this Loan Agreement and their respective successors and assigns.

Indemnification; Expenses.

The Borrower shall indemnify the Lender, and its directors, officers, employees, and agents (each, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related reasonable expenses (including reasonable fees, charges, and disbursements of counsel), incurred by any Indemnitee or asserted against any Indemnitee by any third party or the Borrower arising out of or as a result of:

• The Lender being a party to this Loan Agreement or any related Loan Document;

• Any Loan or the use or proposed use of proceeds therefrom; or

• Any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, except to the extent such losses are determined by a court to have resulted from gross negligence, bad faith, or willful misconduct of such Indemnitee.

The Borrower agrees to pay to the Lender, within 30 days after written demand, any reasonable costs, expenses, and fees incurred by the Lender, including reasonable fees, charges, and disbursements of counsel for the Lender, in connection with enforcement or preservation of its rights hereunder.

Notice.

All notices or communications required to be given under this Loan Agreement shall be in writing and shall be served personally, sent by email, or delivered by overnight courier service to the addresses set forth below:

To the Borrower:
Address: adress

Attention: Representative Full Name, representative role
Email address: representative e-mail

To the Lender:
Address:adress

Attention: representative role, Representative Full Name
Email address: representative e-mail

Headings.

The headings of the sections of this Loan Agreement are for convenience only and shall not control or affect the meaning or construction of any provision of this Loan Agreement.

Counterparts.

This Loan Agreement may be executed in one or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf), or other transmission method, and any counterpart so delivered shall be deemed to be as effective as an original signature page delivered manually.

SIGNATURES

IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

BORROWER,                                             

LENDER,

EXHIBIT “A”

BORROWING REQUEST

The undersigned, being a duly elected and acting authorized officer of , a Company Jurisdiction corporation (the “Borrower”), does hereby request that the Lender make a Loan, in the aggregate amount of EURLoan Amount In EUR on [disbursement date], the proceeds of which shall be transferred pursuant to the following instructions:

Account Number: bank account
Bank Name: Bank

In support of this Borrowing Request, the Borrower hereby certifies to , a Company Jurisdiction corporation (the “Lender”), in connection with the SHAREHOLDER’S LOAN AGREEMENT, dated as of Shareholders' Loan Agreement Date, between the Borrower and the Lender (the “Loan Agreement”; with other capitalized terms used below having the meanings ascribed thereto in the Loan Agreement) that:

Each of the representations and warranties of the Borrower contained in the Loan Agreement and the Loan Documents are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of the date the Loan is made (other than any such representations or warranties that, by their terms, refer to a date other than such dates in which case such representations and warranties were true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of such earlier date).

At the time of, and immediately after giving effect to, such Loan, no Event of Default or event or condition which upon notice, lapse of time, or both would constitute an Event of Default has occurred and is continuing.

BORROWER,                                            LENDER,