Volo Technologies Loan Agreement Template

Last Revised: August 2022

This Loan Agreement (the Agreement) is made on START DATE (the start date), between BORROWER NAME (the “Borrower”), at the address of BORROWER ADDRESS, and LENDER NAME (the “Lender”), at the address of LENDER ADDRESS. Throughout this Agreement the Borrower and Lender may be referred to jointly as the “parties” or individually as a “party”.

1. Loan Amount & Interest

The Lender agrees to lend the Borrower a principal amount of $ PRINCIPAL United States Dollars, (hereinafter referred to as “the Principal”), in accordance with and subject to the terms and provisions of the Agreement. The Borrower agrees to repay the Lender the Principal plus an annual interest rate of INTEREST RATE % calculated on a monthly basis, to be repaid in full on or before MONTHS calendar month(s) from the start date hereinafter referred to as the “Due Date”.

2. Security

As part of this Agreement, the Borrower agrees to: (check one)

☐ – Not Pledge Security. This Agreement shall not be secured by any property, asset or collateral from the Borrower.

☐ – Pledge Security. The Borrower agrees to secure this Agreement by pledging the following collateral: COLLATERAL AMOUNT (“Security”).

In the event the Borrower defaults under the Agreement, the Lender shall obtain possession of the Collateral in its entirety and without discount to the amount owed.

3. Repayment

The Principle plus the agreed upon annual interest rate (hereinafter referred to as “the Loan”) will be due in full on the Due Date. The full balance of the Loan will be paid off in regular equal repayment installments scheduled for automatic transfer on a REPAYMENT FREQUENCY basis, as agreed upon by both parties. The first repayment installment transfer will be scheduled one REPAYMENT TIME following the successful transfer of the Principal from the Lender to the Borrower.

4. Acceleration

The Borrower may choose to pay off the full balance of the Loan before the Due Date, without penalty. Similarly, the Borrower may choose to repay sums of money before they are scheduled for repayment, including, but not limited to paying more than the expected amount of money scheduled for transfer on the REPAYMENT FREQUENCY installments.

5. Default

Notwithstanding anything contrary in the Agreement, if the Borrower defaults in the performance of any obligation under the Agreement, then the Lender may declare the Principle amount owing under the Agreement at the time to be immediately due and payable.

Money that is not paid on-time by the Borrower will continue to accrue the Interest Rate outlined in this Agreement. Late payments will otherwise not be subject to penalties.

All payments of principal and interest on this Loan shall be paid in the legal currency of the United States.

6. Events of Default

If any of the following events of default occur, this Loan and any other obligations of the Borrower to the Lender, shall become due immediately, without demand or notice:

1. the failure of the Borrower to pay the principal and any accrued interest as detailed when due;
2. the filing of bankruptcy proceedings involving the Borrower as a debtor;
3. the making of a general assignment for the benefit of the Borrower’s creditors;
4. the application for the appointment of a receiver for the Borrower;
5. the liquidation, dissolution, insolvency, or death of the Borrower;

If the Borrower defaults under the terms of this Agreement and fails to repay the Loan in full by the Due Date, the unpaid principal shall continue to accrue interest at the maximum rate allowed by the governing laws until the Borrower is no longer in default.

If the Borrower defaults under the terms of this Agreement and does not remedy the default within the minimum time period allotted by the governing laws following a written notice of default, the Lender reserves the right to declare outstanding sums payable and due immediately.

7. No Guarantors

No persons or entities other than the Borrower shall be liable under the terms and obligations of this Agreement for the repayment of the Loan. Both the Lender and the Borrower acknowledge and agree that there are no guarantors for this Loan.

8. Legal Fees

The Borrower acknowledges and agrees to pay the following costs, expenses, and legal fees paid or incurred by the Lender, or adjudged by a court: (i) reasonable costs, expenses, and attorney fees paid or incurred in connection with the collection or enforcement of the Loan, whether or not a lawsuit is filed; (ii) reasonable costs, expenses, and attorney fees paid or incurred in connection with representing the Lender in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and involving a claim under this Loan; and (iii) costs of suit and such sum as the court may adjudge as attorney fees in any action to enforce payment of this Agreement or any part of it.

9. Indemnity

The Lender shall be not responsible or held liable for any loss, damages, injuries, or costs which may incur from the Borrower’s or third-party actions in connection with funds related to the Loan. The Borrower agrees to indemnify the Lender from any legal costs, expenses, and attorney fees that may result from lawsuits or proceedings related to such actions.

10. Waiver of Presentment

The Borrower, endorsers, and all other persons or entities liable or to become liable on this Loan waive presentment, protest, and demand; notice of protest, demand, and dishonor; and all other notices or matters of a like nature.

11. Non-Implied Waiver

Any failure or delay by the Lender in exercising or enforcing the Lender’s rights under this Agreement shall not be considered a waiver of such rights. Nor shall there be any implied waiver of the Lender’s rights if the Lender waives any obligation of the Borrower in connection with this Agreement.

A delay or failure to accelerate the debt by reason of default in the payment of an installment, or the acceptance of a past-due installment shall not be construed as a waiver of the right of Lender to thereafter insist upon strict compliance with the terms of this Agreement without notice being given to Borrower. All rights of the Lender under this Agreement are cumulative and may be exercised concurrently or consecutively at the Lender’s option.

12. Arms-Length Agreement

Both parties acknowledge and agree that this Agreement was entered into at arm’s length, free from any duress or coercion, as an agreement between parties of equal bargaining strength. Both the Lender and the Borrower acknowledge and agree that the terms of this Agreement are clear and unambiguous, and that no evidence will be used or admitted to alter or reinterpret the terms of this Agreement.

13. Execution

This Agreement may be executed in multiple counterparts, each of which shall be deemed as original but all of which together shall constitute one and the same instrument.  Signatures exchanged digitally or electronically shall be considered valid and binding as original signatures.

14. Severability

If any term or provision of this Agreement is held invalid, void, or unenforceable by a court of competent jurisdiction, the remaining terms and provisions of this Agreement, and the application thereof to other parties or circumstances, shall not be affected thereby, but instead shall be enforced by the maximum extent permitted by law.

15. Notices

All notices required or permitted under this Agreement shall be in writing and delivered by electronic mail or certified US mail in a timely manner.

16. Amendments

This Agreement may only be amended in writing executed by both the Borrower and the Lender.

17. Assignment

Neither party shall have the right to assign or subcontract any part of its obligations under this Agreement.

18. Final Agreement

This Agreement supersedes all prior understanding, written or oral, between the parties.

19. Governing Law

This Agreement shall be governed under the laws and jurisdiction of LENDER STATE.

IN WITNESS WHEREOF, the Borrower and the Lender have executed this Agreement in the manner prescribed by law as of the date first written above.

Borrower’s Signature: __________________________

Name: BORROWER NAME

Date: START DATE

Lender’s Signature:      __________________________

Name: LENDER NAME

Date: START DATE