Exhibit
10.45


 





 


Canada
Emergency Business Account (CEBA) Credit Agreement


 


We,
ATB Financial, previously Alberta Treasury Branches (“ATB”) have approved and are pleased to offer You the following
new credit facility as follows (“Credit Facility”):


 


 


Credit
Facility Type: Term Loan


 


Industry:
Business


 


Purpose:
The funds from this Term Loan shall only be used by the Borrower to pay non-deferrable operating expenses of the Borrower
including, without limitation, payroll, rent, utilities, insurance, property tax and regularly-scheduled debt service, and may
not be used to fund any payments or expenses such as prepayment/refinancing of existing indebtedness, payments of dividends, distributions
and increases in management compensation.


 


Term
Loan Amount: $ 40,000.00


 


Interest
Rate:


 


Fixed
Interest Rate: 0% per annum, to and including December 31, 2022; subject to renewal as provided herein, 5% per annum then as of
January 1, 2023 to and including the then-amended Maturity Date of December 31, 2025.


 


Draws:
This Credit Facility is available in 1 draw on or before December 31, 2020. Unless approved by ATB, in writing, any draw not
taken by that date will be cancelled and no longer available to You.


 


Payments:


 


If
this Credit Facility is advanced in one draw:


 


Subject
to the prepayment incentive scoped within clause 3 of the Canada Emergency Business Account (CEBA) Credit Agreement
Standard Terms and Conditions, payment of $40,000.00 will be due and payable on the Maturity Date. Provided the Credit Facility
is not then in default and the balance of the principal, interest and other sums due and payable hereunder are not paid in full,
then the Credit Facility shall be renewed based upon an amended Interest Rate of 5% per annum and an amended Maturity Date of
December 31, 2025. And the terms and conditions of this Credit Agreement, as so amended, will otherwise continue in full force
and effect.


 


Maturity
Date: December 31, 2022 Payment may be debited from the Transit and Account #’s identified within Your application for
this Credit Facility, as communicated to Us by way of atb.com.


 


 


Fees:
You acknowledge that the fees associated with this Credit Facility include, without restriction: n/a.


 


 


Conditions:


 


You
agree:


 


	 	(a)	to
    pay to ATB, when due, all amounts owing by You to ATB under this Credit Agreement, including, without restriction, principal,
    interest, fees and other sums, as specified herein;
	 	(b)	to
    pay to ATB, on demand, all legal and other costs incurred by ATB in respect of the above Credit Facility, including, without
    restriction, for the collection of the indebtedness, all with legal costs on a solicitor and its own client, full indemnity
    basis;
	 	(c)	to
    be bound by the terms and conditions outlined in:


 


	 	(i)	the
    Canada Emergency Business Account (CEBA) Standard Terms and Conditions, and
	 	(ii)	Appendix
    “A” to this Credit Agreement;


 




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	 	(d)	that
    funds under this Credit Agreement will not be available until the disbursement conditions set forth at Appendix “B”
    of this Credit Agreement are met to ATB’s satisfaction, unless waived by ATB, in writing; and
	 	(e)	that
    upon maturity of the Credit Facility, the respective matured amount outstanding will be immediately payable, in full, by You
    to ATB, without demand.


 


You
and the Borrower(s) Principal(s) also acknowledge having read and agreed to the terms and conditions regarding the sharing of
credit and Personal Information outlined in Appendix “A” to this Credit Agreement.


 


 


If
You are in agreement with this offer, including the conditions listed in Appendices “A” and “B” below
together with the terms and conditions detailed in the Canada Emergency Business Account (CEBA) Credit Agreement
Standard Terms and Conditions, then please return a signed copy of this Credit Agreement to ATB. If ATB does not receive such
signed copy on or before June 30, 2020, then this offer will automatically expire. Acceptance of this Credit Agreement does not
replace any existing commitment letter or credit agreement between You and ATB, and the obligations under this Credit Agreement
are not a substitution for the obligations under any existing commitment letter or credit agreement between You and ATB, except
as expressly provided herein.


 


ATB
reserves the right to cancel this offer any time prior to acceptance. If You have any questions or concerns, please feel free
to contact us.


 


Acceptance
and Acknowledgement:


 


By
signing by way of atb.com’s Internet platforming, I (we) certify that all information provided to ATB is complete and accurate,
that the terms of the Credit Facility are accepted, and that I (we) have received, read and understood this Canada Emergency
Business Account (CEBA) Credit Agreement, complete with its appendices and schedule (Canada Emergency Business Account
(CEBA) Credit Agreement Standard Terms and Conditions). The individual(s) executing this Credit Agreement represent
and warrant to ATB that he/she is, or they are (as applicable), authorized to execute this Credit Agreement on behalf of the borrowing
entity(ies).


 


This
Credit Agreement may be executed in counterpart.


 


This
Credit Agreement can be executed by you electronically.


 




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Appendix
A


 


The
Borrower also agrees to the following:


 


	 	▪	To
    provide to ATB any information regarding assets, operations and financial conditions that ATB may from time to time request
	 	▪	That
    ATB may share your credit information with credit-reporting agencies, and that ATB may also obtain credit information in respect
    of the Borrower(s) under this Credit Agreement from such agencies


 


The
principal(s) of the Borrower(s) under this Credit Agreement (in their personal capacity, as evidenced by his/her/their signature(s)
above; hereinafter, “the Borrower(s) Principal(s)”) confirm(s):


 


	 	▪	That
    ATB may share his/her/their Personal Information with credit-reporting agencies


 


ATB
will collect, use and disclose your and the Borrower(s) Principal(s) Personal Information in accordance with ATB’s Privacy
Statement and our Privacy Code found at www.atb.com. Personal Information we collect, use and/or disclose may be stored in the
United States. You and the Borrower(s) Principal(s) may access ATB’s Out of Canada Service Providers Statement at www.atb.com
under the heading Privacy and Security. If you or the Borrower(s) Principal(s) have questions about the collection, use or disclosure
of the respective Personal Information outside Canada, it/he/she/they may contact ATB’s Chief Privacy Officer at (780) 408-7588
or by e-mail: PrivacyOfficer@atb.com.


 




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Appendix
B


 


Disbursement
Conditions:


 


Before
the Credit Facility is advanced, ATB must be in receipt of the following records with respect to the Borrower, in form and content
satisfactory to ATB:


 


	 	▪	Corporate
    Records
	 	▪	Borrower
    Attestation Form


 




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Canada
Emergency Business Account (CEBA) Credit Agreement


Standard
Terms And Conditions


 


The
following are the terms and conditions for the Credit Agreement.


 


1.
Definitions:


 


“ATB”
or “Us” or “We” means ATB Financial, previously Alberta Treasury Branches.


 


“Borrower”
means the individual or individuals who, and/or the corporate or partnership entity or entities which, signed the Credit Agreement
and is (are) indebted to ATB by virtue of the Credit Agreement.


 


“Borrowings”
means all amounts outstanding under the Credit Facility.


 


“Credit
Agreement” means the Canada Emergency Business Account (CEBA) Credit Agreement, with its appendices and
schedule (Canada Emergency Business Account (CEBA) Credit Agreement Standard Terms and Conditions).


 


“Credit
Facility” means the credit facility established by the Credit Agreement.


 


“Date
of the Credit Agreement” means the latest acceptance date for the Borrower, as noted by the Credit Agreement.


 


“GST”
means Goods and Services Tax as defined in the Excise Tax Act or in any legislation in replacement thereof.


 


“Maximum
Limit” means the maximum amount available to the Borrower under the Credit Facility.


 


“Personal
Information” means any information, excluding business contact information, which relates to an individual and allows
ATB to identify that individual.


 


“You”
or “Your” means the Borrower, or the Borrower’s, as applicable. For purposes of the sharing of Personal
Information, “You” or “Your” means the principal(s) of the Borrower, as evidenced by their
respective signature(s) upon the Credit Agreement, in their personal capacity.


 


2.
Preconditions


 


None
of the Credit Facility will be available, and the availability of further advances will be curtailed, until the following
conditions precedent have been satisfied: (a) ATB has received all records required under the Credit Agreement, in form and
substance satisfactory to ATB; (b) the Borrower has provided all information ATB may require, including, yet not limited to,
corporate records and financial statements; (c) ATB is satisfied as to the value of the Borrower’s assets and financial
condition, as well as the Borrower’s ability to carry on business and repay any amount owed to ATB from time to time;
(d) there is no Event of Default hereunder; and (e) all representations and warranties hereunder are true and correct, in all
material respects.


 


3.
Prepayment Incentive


 


25%
of the maximum amount of the Credit Facility that has been advanced (regardless of the then-outstanding Credit Facility principal)
shall be forgiven (provided that such forgiven amount shall not exceed the then-outstanding Credit Facility principal amount),
if the remaining outstanding Credit Facility principal amount, net of this repayment incentive, is repaid in full and the Credit
Facility is irrevocably cancelled on or prior to December 31, 2022.


 


4.
Terms for Business Term Loans


 


Non-revolving:
Business Term Loan Credit Facilities are non-revolving. Amounts repaid may not be re-borrowed.


 


5.
Payments


 


You
must pay back the Credit Facility to You or for Your benefit according to the terms of the Credit Agreement. Any payment due under
the Credit Agreement shall, at ATB’s option, be applied firstly to accrued interest and secondly in reduction of principal.
You authorize ATB to charge any payments or other amounts due under the Credit Agreement to any account You have with ATB.


 




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6.
Fees


 


You
will pay to ATB all interest and indebtedness, in accordance with, and at the rates specified in, the Credit Agreement with its
appendices and schedule (Canada Emergency Business Account (CEBA) Credit Agreement Standard Terms and Conditions).
You also agree to pay ATB all costs and expenses (including legal fees on a solicitor and its own client, full indemnity basis)
incurred by ATB to establish, preserve and/or enforce any rights granted to ATB in the Credit Agreement.


 


7.
Interest


 


Interest
will be computed from the date(s) funds are advanced and will be calculated on the daily outstanding principal You owe to ATB.
Interest will be due and payable as follows: (a) for Term Loans, prior to demand, interest is due and payable at least on the
date of the principal payment and more frequently in ATB’s sole discretion. Interest will be due and payable both before
and after maturity or demand, and before or after default or judgment.


 


8.
Representations & Warranties


 


You
agree that: (a) You have full power and authority to conduct Your business, own Your properties and to execute, deliver and perform
all Your obligations as detailed in the Credit Agreement; (b) Your legal name is accurately set forth in the Credit Agreement
and You have disclosed to ATB all other names by which You are known; (c) to the best of Your knowledge, the information in the
applicable loan request or credit application is accurate and complete; (d) all government remittances are and will remain compliant;
(e) Your most recent financial statements, provided to ATB, fairly represent its financial position as of the date thereof and
its results of operations and cash flows for the fiscal period covered thereby; (f) the Borrower is duly incorporated (in the
case of a corporation) or duly created (in the case of a partnership), validly existing and qualified to carry on business
in Alberta; (g) the execution, delivery and performance by the Borrower of this Credit Agreement has been duly authorized by all
necessary actions and does not violate governing documents for it, any laws to which it is subject or any agreements by which
it is bound; and (h) the businesses of the Borrower are operated in accordance with all applicable laws.


 


9.
Obligations


 


You
agree to: (a) pay ATB the money You owe Us when due; (b) provide to Us any information We request about Your business, financial
condition or Your property and any other relevant information We may require from time to time to allow Us to conduct a review
of Your Credit Facility; (c) provide to ATB all the other agreements that relate to this Credit Agreement; and (d) comply with
all laws and regulatory requirements that relate to the operation of Your business.


 


10.
Consumer Protection Act


 


If
applicable, You agree to waive the 2-day time period for delivery of the Consumer Protection Act disclosure statement.
If applicable, You may notify ATB, in writing, of Your intention to withdraw from the Credit Agreement within 2 days of signing
it and if You withdraw, You have the right to be relieved from any obligations under this Credit Agreement and receive a refund
of any payments made except any of the following fees which may have been incurred by ATB and charged to You: (a) search or registration
costs paid to a registry or agent; (b) fees for any inspection, appraisal, survey or environmental audit report obtained by You
and used by ATB; (c) mortgage insurance premium on a high ratio mortgage and (d) casualty insurance premium.


 


11.
Events of Default


 


Without
restricting ATB’s right to demand payment at any time as described in the Credit Agreement, ATB may, by notice to You, terminate
any or all of the Credit Facility and demand immediate payment in any of the following events: (a) You fail to pay Us, when due,
any sum (or part thereof) required or fail to observe or perform, when due, any obligation due to ATB; (b) You fail to comply
with the terms of the Credit Agreement or any other agreement You have with ATB; (c) You become insolvent or become subject to
the provisions of any legislation for the benefit of Your creditors; (d) in ATB’s opinion, any material adverse change occurs
in Your financial condition or the ownership and operation of Your business, management, prospects, assets, liabilities or condition,
financial or otherwise; (e) any representation You make to Us or to any government agency is false in any material way; (f) if
Your control ceases to be vested, either directly or indirectly, in the original shareholders disclosed to ATB. In the foregoing,
“control” means the right to elect a majority of the board of directors of the Borrower; (g) if a judgment
is entered against You; (h) if any action is taken to wind up Your affairs or to put You into bankruptcy or to appoint a receiver
for You or any of your respective properties;


 




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(i)
if You cease to carry on your business; (j) any other creditor takes collection steps against You; (k) if any of the authorizations,
registrations, licenses, permits or approvals required to be obtained from or granted by any governmental authority or agency
and essential to the business of the Borrower or required by legislation is not obtained or granted or, if obtained, is withdrawn,
cancelled, suspended or adversely amended; or (l) if the Borrower fails to comply, at any time, with any applicable legislation,
regulation, authorization, registration, license, permit or approval concerning the operation of its business (each item (a) through
and including (l) constituting an “Event of Default”).


 


12.
Remedies


 


We
have the right to require immediate payment of the Credit Facility at any time and, at ATB’s option, to exercise any of
the remedies below, and, if an Event of Default occurs, We have the right, at ATB’s option, to: (a) declare all or any amounts
which are not by their terms payable upon demand to be immediately due and payable; (b) reduce the amount of, or terminate, the
Credit Facility; (c) demand that You immediately pay back the full amount You owe Us; (d) refuse to make any more advances or
provide any financial services to You; (e) declare You to be in default under any other agreement with ATB; (f) automatically
debit any of Your accounts with ATB for all amounts payable by You pursuant to this Credit Agreement; and (g) invoke any other
rights permitted by law.


 


13.
Assignment


 


The
Credit Agreement is binding upon You and any person who succeeds You including Your executors, administrators, heirs, successors
and permitted assigns. You cannot assign this Credit Agreement unless You obtain the express written consent of ATB; however,
such consent may be unreasonably withheld. ATB can assign this Credit Agreement, at any time, in whole or in part, to any third
party without Your consent or knowledge.


 


14.
Governing Law


 


The
Credit Agreement is governed by the laws of Alberta and You agree that any dispute thereunder will be determined by the Courts
of Alberta.


 


15.
Information Sharing and Credit Bureaus You agree that ATB may share Your credit information with credit-reporting agencies.
You agree that ATB may also obtain credit information in respect of the Borrower under this Credit Agreement from such agencies.
If you are a principal of the Borrower, as evidenced by Your signature upon the Credit Agreement, then, in Your personal capacity,
You agree that ATB may also share Your respective Personal Information with such agencies. ATB will collect, use and disclose
such Personal Information in accordance with ATB’s Privacy Statement and Privacy Code which are available online at www.atb.com.
Personal Information we collect, use and/or disclose may be stored in the United States. You may access ATB’s Out of
Canada Service Providers Statement at w ww.atb.com under the heading Privacy and Security. If You have questions about the collection,
use or disclosure of Your Personal Information outside Canada, You may contact ATB’s Chief Privacy Officer at (780) 408-7588
or by e-mail: PrivacyOfficer@atb.com Without in any way limiting the forgoing, You expressly acknowledge and agree that the Credit
Facility being made a vailable to You under the Credit Agreement is being made available to You under the Canada EEmergency
Business Account Program (the “Program”) initiated by Her Majesty in the right of Canada (the “Government
of Canada”). Accordingly, You agree and consent to ATB, w ithout notice to You, sharing any and all information, documents
and records related to You and/or the Credit Facility as may be requested by the Government of Canada (including, without limitation,
its auditors, agents, representatives, the Auditor General of Canada, and Export Development Canada) in connection with any
examination, audit or review of the Program and/or the Credit Facilities.


 


16.
Notices


 


We
may send You monthly statements (if applicable), notices or demands for payment to the latest address We have for You on our records.
Any statement, notice or demand shall be deemed to be received by You on the date received (if delivered personally) or the fifth
day after We have mailed it to You (if mailed). If more than one of You has signed the Credit Agreement, communication to any
one of You is deemed to be communication to all.


 


17.
Positive Covenants


 


You
covenant with ATB that so long as You are indebted or otherwise obligated to ATB, contingently or otherwise, You will do and perform
the following covenants: (a) pay and remit all sums when due to tax and other governmental authorities including, without restriction,
any sums in respect of employees, and provide proof to ATB upon request; (b) provide ATB with such information and documentation
as We may require from time to time in respect of the collection and payment of GST including, without restriction, information
concerning the amount of taxable supplies, GST collected, input tax credits received and GST paid during each reporting period;
and (c) forward to ATB the copy of any GST election forms filed with Canada Revenue Agency.


 




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18.
Negative Covenants


 


You
covenant with ATB that while You are indebted or otherwise obligated to ATB, contingently or otherwise, You will not do any of
the following without the prior written consent of ATB: (a) amalgamate with anybody else or voluntarily wind up the affairs of
the Borrower; (b) sell, lease or dispose of any assets except: (i) inventory being sold in the ordinary course of business; (c)
pay to or for the benefit of shareholders or persons associated with shareholders (within the meaning of the Business Corporations
Act (Alberta)) by way of salaries, bonuses, dividends, management fees, repayment of loans or otherwise, any amount which
would cause the breach of a provision hereof.


 


19.
Miscellaneous


 


(a)
You authorize and direct ATB to automatically debit any of Your accounts with ATB for all amounts payable by You to ATB pursuant
to this Credit Agreement. (b) Without restriction, ATB may waive the satisfaction, observance or performance of any of the conditions
or covenants contained in this Credit Agreement. (c) Where more than one individual or entity signs the Credit Agreement as the
Borrower, each party is jointly and severally liable for any obligation thereunder and ATB may require payment of all amounts
payable under this Credit Agreement from any one or more of them. (d) Unless defined herein, capitalized terms used herein shall
have the respective meanings given to them in the Credit Agreement. (e) Except as specifically amended by this Credit Agreement,
all of the terms, provisions, covenants, security and other conditions contained in previous loan documents between ATB and the
Borrower remain unamended and in full force and effect, and this Credit Agreement and the indebtedness herein are each hereby
ratified and confirmed. (f) Except as otherwise provided in the Credit Agreement, if any provision of these Standard Terms and
Conditions is in conflict with, or inconsistent with, any provision of a previous commitment letter or other credit agreement,
the provisions contained in these Standard Terms and Conditions shall govern. (g) If audited financial statements are not currently
required, ATB reserves the right to require audited financial statements. (h) ATB will open and maintain accounts and records
evidencing the Credit Facility made available to You by ATB under the Credit Agreement. ATB will record the principal amount of
the Credit Facility and the payment of principal, interest, fees and all other amounts due to ATB under the Credit Agreement.
ATB’s accounts and records constitute, in the absence of manifest error, conclusive evidence of the indebtedness of You
to ATB in accordance with the Credit Agreement. (i) No event has occurred which constitutes or which with notice, lapse of time
or both would constitute a breach of any provision of this Credit Agreement. (j) Time shall be of the essence in the Credit Agreement
complete with its appendices and schedule (Canada Emergency Business Account (CEBA) Credit Agreement Standard Terms
and Conditions).


 




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