New Loan Agreement, dated September 7, 2022
Exhibit 4.8
DATED 7th September 2022
| LOAN AGREEMENT FROM A DIRECTOR TO A COMPANY (Unsecured Loan) |
Between
| (1) Bubblr Limited |
and
| (2) Stephen Morris |
THIS AGREEMENT is dated
BETWEEN:
| (1) | Bubblr Limited (the “Borrower”) with 09012621 and 15 Westferry Circus, London, E14 4HD and |
| (2) | Stephen Morris (the “Lender”) being a Director of the Borrower of 4 Blairadam Grove, Keltybridge, Kelty, Fife, KY4 0JU. |
AGREED TERMS:
| 1. | Definitions and Interpretation |
In this Agreement:-
“Business Day”
| A day other than a Saturday, Sunday or public holiday in England when banks in London are open for business; | |
| “Commencement Day” | the date of this Agreement; | |
| “Default” | means any event or circumstance as specified in clause 8; | |
| “Loan” | The term loan facility made available under this Agreement; | |
| “Maturity Date” | 3 years following the date of this agreement | |
| “Loan Amount” | £434,060 |
| 2. | The Facility |
The Lender, being a Director of the Borrower agrees to provide the Borrower with a Loan under the terms of this agreement as set out in the Schedule hereto.
| 3. | Purpose |
| 3.1 | The Borrower shall use all sums borrowed by it under this agreement for Working Capital or as the Borrower deems appropriate. |
| 3.2 | The Lender is not obliged to monitor or verify how any amount under this agreement is used. |
| 4. | Drawdown |
The Loan is available for drawing by the Borrower in multiple tranches as available, being the sale of the Directors shares to a third party, or as and when required by agreement with the Borrower.
| 5. | No Security |
Notwithstanding the terms of any charge created by the Borrower to secure other sums due to the Lender, this Loan is and will remain unsecured.
| 6. | Repayment |
| 6.1 | The Borrower shall repay the Loan Amount and all accrued interest in full within five (5) Business Days after the Maturity date.. |
| 2 |
| 6.2 | Without any obligation upon the Lender to do so, the Lender shall be entitled to allow the Borrower extended time to pay or grant any other indulgence to the Borrower without affecting any of the rights of the Lender in whole or in part. |
| 6.3 | In the event of a Change of Control of the Borrower at any time following the Commencement Date, the Borrower shall repay the whole of the Loan Amount within thirty (30) Business Days after the date on which the Change of Control occurs |
| 7. | Interest |
| 7.1 | The Loan shall bear interest at the rate of 0% percent. |
Default
| 7.2 | The Loan Amount plus accrued interest shall (subject to the service of notice and/or the obtaining of any court order) become immediately due and payable by the Borrower, in so far as then remaining unpaid, if any of the following events occurs:- |
| 7.2.1 | Non-payment of any payments due (including interest) within seven days from the date on which it is due. |
| 7.2.2 | Any information given or representation made by or at the request of the Borrower to the Lender proving to be inaccurate. |
| 7.2.3 | The Borrower becomes subject to an administration order or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or becomes bankrupt. |
| 7.2.3 | An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Borrower. | |
| 7.2.4 | The Loan is used otherwise than as specified in this Agreement. |
| 7.3 | The Borrower shall be liable for any costs incurred by the Lender in taking any steps to obtain payment of monies due under this Agreement. |
| 8. | Payment |
All payments made by the Borrower to the Lender under this Agreement shall be made in full without set-off and paid on the due date for that payment in sterling and in immediately cleared funds to the account of the Lender at TSB Bank SC:87-70-06 Account:75664260 or any other account as the Lender may notify the Borrower.
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| 9. | Set-off |
The Lender may set off any amounts due under this Agreement against any sums owed by the Lender to the Borrower.
| 10. | Assignment |
| 10.1 | The Lender may assign any of its rights hereunder, or transfer any of its rights or obligations hereunder by novation. |
| 10.2 | The Borrower may not assign any of its rights or obligations under this Agreement. |
| 11. | Communications |
| 11.1 | All communications between the parties about the loan shall be in writing and delivered by hand or sent by pre-paid first class post to the other party’s registered office address or by electronic mail. |
| 11.2 | Communications shall be deemed to have been received: |
| 11.2.1 | if sent by pre-paid first class post, two Business Days after posting (exclusive of the day of posting); or | |
| 11.2.2 | if delivered by hand, on the day of delivery; or | |
| 11.2.3 | electronic acknowledgement is received by the sender. |
| 12 | Governing Law and Jurisdiction |
The Agreement shall be governed by, construed and enforced in accordance with the law of England and Wales to the jurisdiction of which the parties hereto submit.
IN WITNESS WHEREOF this Agreement has been duly executed the day and year first before written
SIGNED by
| /s/ Steven Morris | /s/ Steven Saunders | ||
| Stephen Morris | Steven Saunders | ||
| Lender | for and on behalf of Bubblr Limited |
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SCHEDULE
Loan Amount and Repayment Schedule
Loan Amount: £434,060
Loan Date: 7th September 2022
Repayment Date: 3 years following the date of this agreement
Year-end Date | Capital Addition Amount | Capital Repayment Amount | Interest Repayment | Balance of Loan remaining | ||||
| 31st December 2022 | £434,060 |
Note: $500,000 FX rate (xe.com) 1.151918 £434,060
