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