Exhibit
10.1


 


LOAN
AGREEMENT


 


THIS
LOAN AGREEMENT is made on August 7, 2015 between


 


(1)Lars
Holdings (herein called the "Borrower"): and


 


(2)Azuma
Group Ltd. (herein called the "Lender")


 


IT IS HEREBY AGREED as follows:


 


Article
1. Facility


 


	1.1	The
    Lender makes available to the Borrower upon the terms and subject to the conditions hereof a loan facility in the aggregate
    principal amount of US Dollars $50,000 (the "Loan") to be drawn down In accordance with Article 2.




 


Article
2. Drawing


 


	2.1	The
    Borrower shall give the Lender not later than 12:00 noon (USA time) on the third Business Day, as defined in Article 3.2,
    prior to the date of the proposed drawing a notice of its intention to draw the Loan.




 


Article
3. Repayment and Prepayment


 


	3.1	The
    Borrower agrees to repay to the Lender on or before August 7, 2016 (the "Repayment Date") the principal amount
    of the Loan then outstanding.




 


	3.2	Upon
    giving not less than thirty (30) Business Day's prior notice to the Lender of its intention to do so, the Borrower shall be
    entitled to prepay on any Interest Payment Date, as defined in Article 4.2, all or any part of the Loan then outstanding together
    with (i) the accrued interest thereon and (ii) the amount of any extra costs payable by the Lender on account of such prepayment.
    "Business Day" means any day on which banks are open for normal banking business in USA.




 


Article
4. Interest


 


	4.1	Interest
    shall accrue of the principal amount of the Loan at the rate of 8.5% percent per annum (the "Interest Rate") (i)
    from and including the date of the drawdown of the Loan to and including the initial Interest Payment Date and thereafter
    (ii) from but excluding the immediately preceding Interest Payment Date to and Including the next succeeding Interest Payment
    Date. The amount of interest shall be computed on the basis of a year of three hundred and sixty-five (365) days and the actual
    number of days elapsed.




 


	4.2	For
    purposes of this Agreement. "Interest Payment Date" means each semi-annual anniversary of the date of the drawdown
    of the Loan to and including the Repayment Date, which shall be the final Interest Payment Date. If an Interest Payment Date
    falls on a day which is not a Business Day, the Interest Payment Date shall be the next succeeding Business Day unless such
    next succeeding Business Day (ails is another calendar month, in which case such Interest Payment Date shall be the next preceding
    Business Day. The Borrower shall pay accrued Interest on the principal amount of the Loan in arrears on each Interest Payment
    Date and on the Repayment Date.




 






    


     


    

 


	4.3	If
    the Borrower fails to pay when due any principal, interest or other sum due hereunder, the Borrower shall pay interest on
    the unpaid sum at the rate of 8.5% percent per annum above the Interest Rate, such interest to be payable on demand.




 


Article
5. Costs and Expenses


 


	5.1	The
    Borrower shall reimburse the Lender for reasonable out-of-pocket expenses including legal fees for the negotiation, preparation
    and execution of this Agreement and the enforcement of any right of the Lender under this Agreement.




 


	5.2	The
    Borrower shall pay any stamp and other similar duties and taxes to which this Agreement is subject.




 


Article
6. Taxes


 


	6.1	All
    payments (whether of principal, interest or otherwise) to be made by the Borrower to the Lender hereunder shall made without
    set-off or counterclaim and free and clear of and without deduction for any taxes or withholdings of any nature whatsoever
    imposed by any country or tax authority. It at any time any applicable law or regulation of such country or tax authority
    or international agreement imposes any such tax or requires the Borrower to make any such deduction or withholding from any
    such payment, the sum due from the Borrower in respect of such payment shall be increased to the extent necessary to ensure
    that, after the making of such deduction or withholding, the Lender receives a net sum equal to the sum which it would have
    received had no such deduction or withholding been required to be made. In the event that the Borrower is compelled to make
    any such deduction or withholding the Borrower shall forward, within ninety (90) days after such deduction of withholding
    is made, official receipts or other official documentation acceptable to the Lender evidencing payment of such deduction or
    withholding.




 


Article
7. Payments


 


	7.1	All
    payments to be made hereunder by the Borrower shall be made by paying the same, in US Dollars, to the Lender at its Head Office,
    Majuro, Marshall Islands, or such other address as may be notified by the Lender to the Borrower from time for this purpose.




 


Article
8. Representations and Warranties


 


	8.1	The
    Borrower represents and warrants to the Lender that as at the date hereof:




 


	(a)	The
    Borrower has power to enter into and perform this Agreement and has taken all necessary action required to authorize the execution
    and delivery of this Agreement and its performance according to its terms ;


 


	(b)	This
    Agreement constitutes a legal, valid and binding obligation of the Borrower enforceable in accordance with .its terms, and
    the obligations of the Borrower hereunder are direct and general obligations of the Borrower;


 


	(C)	All
    necessary consents, approvals and authorizations of any governmental authority required in connection with the execution,
    delivery, performance, validity or enforceability of this Agreement have been obtained and made and are in full force and
    effect;




 


	(d)	All
    payments of principal, premium (if any), interest and other moneys due or to become due from the Borrower are free of any
    present taxes imposed by or any taxing authority thereof:




 






    	 	2	 



     


    

 


	(e)

                                                                
	The
    obligations of the Borrower hereunder rank pan passu with any other unsecured obligations (including guarantee obligations)
    of the Borrower for money borrowed.




 


Article
9. Covenants


 


	9.1	The
    Borrower will furnish to the Lender as soon available and In any event within one hundred fifty (150) days after the end of
    each of its fiscal years, a copy of the audited annual financial statements of the Borrower and its consolidated subsidiaries,
    including for both a balance sheet as at the end of such fiscal year and the related statements of profit and loss and retained
    earnings for such fiscal year, prepared in accordance with accounting principles and practices generally accepted in and certified
    by independent public accountants of recognized standing selected by the Borrower.




 


Article
10. Events of Default


 


	10.1	If:




 


	(a)	The
    Borrower fails to pay any principal amount of or interest on the Loan for more than three (3) days after the due date thereof
    or fails to pay any other sum payable hereunder for more than five(5) days after the due date thereof;




 


	(b)	The
    Borrower shall default in the-due performance or observance of any other term or condition of this Agreement for more than
    thirty(S0) days after receipt of notice thereof from the Lender:




 


	(c)	Any
    representation or warranty made by the Borrower in this Agreement or any certificate or statement delivered to the Lender
    pursuant hereto proves to have been materially incorrect or inaccurate when made:


 


	(d)	Any
    governmental authorization approval or consent necessary for the raising or repayment by the Borrower of the amount to be
    lent hereunder on the terms and conditions described in this Agreement or for the payment of interest or fees as stipulated
    herein or for any other matters or thing contemplated by this Agreement is withdrawn or modified in a manner unacceptable
    to the Lender or is revoked or terminated or expires ; or


 


	(e)	The
    Borrower institutes proceedings to be adjudicated bankrupt or insolvent, or consents to the institution of bankruptcy or insolvency
    proceedings against it or files a petition or answer or consent seeking reorganization or relief or consents to the filing
    of any such petition or to the appointment of a receiver of or over any substantial part of the property of the Borrower,
    or makes a general assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as
    they become due ;Then the Lender may by written notice to the Borrower declare ail the outstanding amount of the Loan together
    with accrued interest thereon and any other sums whatsoever outstanding and payable under this Agreement to be due and payable
    whereupon the Loan shall become due nd payable without demand or other notice of any kind, all or which are hereby waived
    by the Borrower.


 


Article
11. Assignment


 


	1.1	This
    Agreement shall bind and inure to the benefit of the Borrower and the Lender and their respective successors and assigns provided
    that:




 


	(a)	The
    Borrower may not assign its rights or obligations hereunder without prior written consent of the Lender, such consent nto
    to be unreasonably with held ; and




 






    	 	3	 



     


    

 


	(b)	The
    Lender may, upon notifying the Borrower, assign all or any of its rights under this Agreement provided that as a result of
    such assignment, the Borrower shall not be liable to pay any such assignee any greater amount than it would have been liable
    to pay had the Lender which is a party to this Agreement remained entitled to the Loan hereunder.




 


Article
12. Notices


 


	12.1	Ali
    notices, requests, demands or other communications to or upon the respective parties hereto shall be given or made by telex,
    telegram. cable or telephone (later to be confirmed in writing by mail) or by mail to the party to which such notice, request,
    demand or other communication is required or permitted to be given or made under this Agreement addressed as follows:




 


	(i)	if
    to the Borrower,




 


Attention:
Lans Holdings, 801 Brickell, Miami, Florida, 33133


 


Answerback:


 


Telephone
number: +44-0442-78-0188


 


	(ii)	if
    to the Lender,




 


Attention:
Azuma Group Ltd., 303 Aarti Chambers, Victoria, Mahe, Republic of Seychelles.


 


Answerback:


 


Telephone
number:


 


Facsimile
number:


 


or
at such other address a s either party hereto may hereafter specify to the other in writing form time to time.


 


Article
13. Governing Law and jurisdiction


 


	13.1	This
    Agreement shall be governed by and construed in accordance with the laws of USA.




 


	13.2	Both
    parties hereto hereby irrevocably submit to the nonexclusive jurisdiction of the Nevada District Court.




 


IN
WITNESS WHEREOF the duly authorized representatives of the parties hereto have executed this Agreement the day and year first
above written.


 


BORROWER:


 





	By	/s/ Trevor
    Allen 	 
	Name:	Trevor
    Allen 	 
	Title:	 CEO	 



 


LENDER:


 








	By	/s/
 Azuma Group Ltd.	 
	Name:	Azuma Group Ltd.	 
	Title:	Director	 



 


 


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