Loan Agreement, dated July 31, 2019, by and between the Company and Carter Gem Properties Limited

Exhibit 10.1

LOAN AGREEMENT

NOW, THEREFORE, for and in consideration of mutual premises provided or to be provided, 8 million dollars ($8,000,000) USD and other good and valuable, sufficient, and equitable consideration, and mutual covenants, the receipt of, adequacy and sufficiency of which is hereby acknowledged, exchanged, and satisfied by all and between all parties, and intending to be bound hereby the performance thereof, and such represents reasonably just, equitable, adequate, and reasonable in value, the parties hereto covenant and agree to and stipulate as follows. Each Party agrees that the fair value of consideration it is receiving, has received and will receive under this Agreement equals or exceeds the fair value of the consideration it is delivering.

This Loan Agreement supersedes all pervious term sheets and discussions and is the final documentation of the Parties’ undertakings which is entered into and effective on the date of mutual execution hereof by and between:

Nemaura Medical Inc., for itself, representatives, affiliates, and assigns, with an office located at Advanced technology Innovation Centre, Oakwood Drive, Loughborough, LE11 3QF, United Kingdom, represents and warrants that they have the capacity and standing to enter into this Agreement, hereinafter referred to as (“Borrower”);

Carter Gem Properties Limited, of Spyrou Kyprianou 47, 1^st Floor, Mesa Geitonia, 4004 Limassol, Cyprus, represents and warrants that they have the capacity and standing to enter into this Agreement, hereinafter referred to as (“Lender”).

Borrower and Lender are hereinafter sometimes individually referred to as a “Party” and collectively as the “Parties”.

SECTION 1

structure of this Agreement, sufficiency of which is hereby acknowledged. Consideration will include monetary and non-monetary exchanges, services, and other covenants.

SECTION 2 MATERIAL TERMS OF THE LOAN

SECTION 3

REPRESENTATIONS AND WARRANTIES OF BORROWER

Borrower represents and warrants to Lender that:

1.  Announcement. Borrower concedes that any regulatory announcement is the responsibility of the Borrower and Borrower will comply with all requirements placed by securities regulatory authorities and any costs associated with such announcements are the sole responsibility of the Borrower.

SECTION 4

REPRESENTATIONS AND WARRANTIES OF LENDER

Lender represents and warrants to Borrower that:

1.  Loan Status. The loan is granted for use by the Borrower according to its business needs, and is not secured on any assets of the business.

SECTION 5

EVENTS OF DEFAULT AND REMEDIES

1.  Events of Default. An “Event of Default” shall exist if any term or condition of this Agreement is breeched, including one or more of the following occurs: Failure by Borrower to pay the interest and all applicable fees or charges when due or the Approved Loan Amount when due or any other default in the performance of an obligation that is not cured within the applicable cure time of 5 business days.

SECTION 6

INDEMNITY & LIMITATION OF LIABILITY

1. Neither Party will be liable for any indirect, incidental, special, punitive, opportunity loss, or consequential damages, forgone or speculative profit, including loss of revenue or profits or losses arising from its normal course of business.

SECTION 7

1.  Notices. All notices and communications to either of the Parties by the other shall be in writing, sent by government mail or by a reputable commercial carrier or electronically and shall be deemed duly given on the earlier of the date the same is sent, if via electronic communication, or received when deposited in the mail, postage prepaid, as follows:

Either Party may designate by notice in writing to the other a new address to which notices, requests, and other communications hereunder shall be given.

Either Party may designate by written notice to the other of a new bank account to which funds and payments are to be made.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the day and year written below. It is specifically agreed and understood that this Agreement shall not be binding upon the Parties until the date it is signed by Lender and Borrower, and that shall be the effective date of this Agreement.

END OF TEXT

BORROWER: Nemaura Medical Inc.,

Director or Officer:

Signature: /s/ Dewan F.H. Chowdhury

Date: 31st July 2019

Witness:

Name:

Address:

Lender: Carter Gem Properties Limited

Signature: /s/ Sufyan Ismail

Date: 31st July 2019

Witness:

Name:

Address:

EXHIBIT 1

BORROWER BANKING INFORMATION:

III. INTEREST, PRINCIPAL, & PAYMENT INFORMATION:

Lender Bank Information: