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BRIDGE LOAN AGREEMENT dated as of August 25, 2010 by and between Standard Gold Corp., a Nevada corporation ("Borrower"), and PhytoMedical Technologies, Inc ("PYTO")

Bridge Loan Agreement

BRIDGE LOAN AGREEMENT dated as of August 25, 2010 by and between Standard Gold Corp., a Nevada corporation ( You are currently viewing:
This Bridge Loan Agreement involves

PHYTOMEDICAL TECHNOLOGIES INC | PhytoMedical Technologies, Inc | Standard Gold Corp

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Title: BRIDGE LOAN AGREEMENT dated as of August 25, 2010 by and between Standard Gold Corp., a Nevada corporation ("Borrower"), and PhytoMedical Technologies, Inc ("PYTO")
Governing Law: New York     Date: 10/21/2010
Industry: Biotechnology and Drugs     Sector: Healthcare

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Exhibit 10.22

 

BRIDGE LOAN AGREEMENT dated as of August 25, 2010 by and between Standard Gold Corp., a Nevada corporation ("Borrower"), and PhytoMedical Technologies, Inc ("PYTO").

WITNESSETH:

WHEREAS, Borrower and PYTO have entered into a non-binding Memorandum of Intent dated August 25, 2010 ("MOI") pursuant to which the parties hereto are exploring the possible acquisition by PYTO of all of the issued and outstanding shares of common stock, on a fully diluted basis, of the Borrower;

WHEREAS, in accordance with the terms of the MOI, PYTO has agreed to loan to Borrower the principal amount of thirty thousand ($30,000) dollars in order to permit Borrower to maintain in good standing its permits and licenses pertaining to its mineral claims pending completion of preliminary discussions between the parties hereto; and

WHEREAS, PYTO is willing to make such loan to Borrower on the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants hereinafter set forth and intending to be legally bound hereby, agree as follows:

ARTICLE I
DEFINITIONS

1.01.            Certain Definitions. In addition to other words and terms defined elsewhere in this Agreement, as used herein the following words and terms shall have the following meanings, respectively:

"Agreement" shall mean this Bridge Loan Agreement as the same may be amended, modified or supplemented from time to time.

"Closing" shall mean the execution and delivery of the Loan Documents by Borrower and PYTO.

"Closing Date" shall mean the date of the Closing.

"Event of Default" shall mean any of the events of default described in Section 6.01.

"Loan" shall mean the $30,000 loan to be made by PYTO to Borrower pursuant to this Agreement.

"Loan Documents" shall mean, collectively, this Agreement, the Promissory Note, and any and all other documents delivered by or on behalf of Borrower in connection with the Loan, as the

 

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same may be amended, modified or supplemented from time to time.

"Note" or "Promissory Note" shall mean Borrower's $30,000 promissory note to PYTO dated the date hereof and attached hereto as Exhibit A, as said Note may be extended, renewed refinanced, refunded, amended, modified or supplemented from time to time and any replacement or successor note.                                                                                      

"Official Body" shall mean any government or political subdivision or any agency authority bureau, department or instrumentality of either, or any court, tribunal, grand jury or arbitrator in each case whether foreign or domestic.

 

"Potential Default" shall mean any condition, event, act or omission which, with the giving of notice or passage of time or both, would constitute an Event of Default.

1.02            Construction of Agreement. Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular and vice versa. References in this Agreement to judgments" of PYTO include good faith estimates by PYTO (in the case of quantitative judgments) and good faith beliefs by PYTO (in the case of qualitative judgments). The words "hereof," "herein," "hereunder," and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The section and other headings contained in this Agreement are for reference purposes only and shall not control or affect the construction of this Agreement or the interpretation hereof in any respect. Section and subsection references are to this Agreement unless otherwise specified.

ARTICLE II
THE LOAN

2.01.         Agreement to Lend; Use of Proceeds. Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, PYTO agrees to make a $30,000 loan to Borrower, such funds to be disbursed to Borrower on even date herewith. The proceeds of the Loan will be used to maintain in good standing permits and licenses pertaining to its mineral claims pending completion of preliminary discussions between the parties hereto.

 

2.02.         Note. The obligation of Borrower to repay the principle of the Loan shall be evidenced by the Note.

 

ARTICLE III
REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to PYTO that:

3.03.           Authority and Authorization. Borrower has the power and authority to execute and deliver this Agreement, to make the borrowing provided for herein, to execute and deliver

 

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the Note in evidence of such borrowing, to execute and deliver the other Loan Documents to which Borrower is a party and to perform its obligations hereunder and under the Note and the other Loan Documents, and all such action has been duly and validly authorized.

3.2.                          Execution and Binding Effect. This Agreement, the Note and the other Loan Documents to which Borrower is a party have been duly and validly executed and delivered by Borrower and constitute legal, valid and binding obligations of Borrower, enforceable in accordance with the terms hereof and thereof, subject to the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium, or other similar laws relating to or affecting the rights of creditors generally.

3.3.                          Authorizations and Filings. No authorization, consent, approval, license, exemption or other action by, and no registration, qualification, designation, declaration or filing with, any Official Body is or will be necessary or advisable in connection with the execution and delivery of this Agreement, the Note or the other Loan Documents, consummation of the transactions herein or therein contemplated or performance of or compliance with the terms and conditions hereof or thereof.

3.4.                          Absence of Conflicts. Neither the execution and delivery of this Agreement, the Note or the other Loan Documents nor consummation of the transactions herein or therein contemplated nor performance of or compliance with the terms and conditions hereof or thereof will (a) violate any law, (b) conflict with or result in a breach of or a default under any agreement or instrument to which Borrower is a party or by which either of them or any of their properties (now owned or hereafter acquired) may be subject or bound or (c) result in the creation or imposition of any lien, charge, security interest or encumbrance upon any property (now owned or hereafter acquired) of Borrower.

3.5.                            Financial Condition. Borrower has not applied for or consented to the appointment of a receiver, trustee or liquidator of itself or any of its property, admitted in writing its inability to pay its debts as they mature, made a general assignment for the benefit of creditors, been adjudicated a bankrupt or insolvent or filed a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law, and no action has been taken by Borrower for the purpose of effecting any of the foregoing. No order, judgment or decree has been entered by any court of competent jurisdiction approving a petition seeking reorganization of Borrower or all or a substantial part of the assets of Borrower, or appointing a receiver, sequestrator, trustee or liquidator of it or any of its property.                              

3.6.                          Defaults. No Event of Default and no Potential Default has occurred and is continuing or exists.

3.7.                          Litigation. There is no pending or (to Borrower's knowledge) threatened proceeding by or before any Official Body against or affecting Borrower which if adversely decided would have a material adverse effect on the business, operations or condition, financial or otherwise, of

 

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Borrower or on the ability of Borrower to perform its obligations under the Loan Documents.

3.08. Power to Carry On Business. Borrower has all requisite power and authority to own and operate its properties and to carry on its business as now conducted and as presently planned to be conducted.

ARTICLE IV
CONDITIONS OF LENDING

The obligation of PYTO to consummate the Closing and to make the Loan is subject to the satisfaction of the following conditions:

4.1.                         Representations and Warranties. The representations and warranties contained in Article III hereof and in the other Loan Documents shall be true on and as of the Closing Date. No Event of Default and no Potential Default shall have occurred and be continuing or shall exist or shall occur and exist after the consummation of the Closing.

4.2.                         Miscellaneous. Borrower shall have furnished to PYTO such other instruments, documents and opinions as PYTO shall reasonably require to evidence and secure the Loan and to comply with this Agreement, the Promissory Note and the requirements of regulatory authorities to which PYTO is subject.

4.3.                         Details, Proceedings and Documents. All legal details and proceedings in connection with the transactions contemplated by this Agreement shall be satisfactory to PYTO and PYTO shall have received all such counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance satisfactory to PYTO, as PYTO may from time to time request.

ARTICLE V
AFFIRMATIVE COVENANTS

Borrower covenants to PYTO as follows:

5.01. Notices. Promptly upon becoming aware thereof, Borrower shall give PYTO notice of:

(a)                      any Event of Default or Potential Default, together with a written statement setting forth the details thereof, and the action being taken by Borrower to remedy the same; or

(b)                      the commencement, existen


 
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