Exhibit 10.2


 


Line
of Credit Agreement


 


LegalSimpli
Software, LLC, 

a Puerto Rico Limited Liability

Company


 


This
LINE OF CREDIT AGREEMENT is made as of this 29 day of May, 2018 (the “Line of Credit Agreement”), by and among
LegalSimpli Software, LLC, a limited liability (the “Borrower”); and Immudyne PR, LLC, a Delaware corporation
with an address of 53 Calle Las Palmeras, San Juan PR 00901 hereinafter referred to as (“Lender”). A
line of credit is hereby established in the amount of One Million Dollars ($1,000,000) for the benefit of the Borrower; provided,
however, that the Lender unilaterally may terminate the Borrower's privilege to request advances hereunder or lower said
amount. This line of credit will be subject to the following terms and conditions:


 


1.
The Lender hereby establishes a revolving line of credit in Borrower's favor in the amount of One Million Dollars ($1,000,000);
provided however, that no provision of this Agreement shall be deemed to require the Lender to advance any sum of money
at any time. At any time that the Borrower desires the Lender to advance any sum of money hereunder, the Borrower may request
the same, and the Lender for any or no reason may deny such request.


 


2.
The loan made hereunder will bear interest at the rate as determined pursuant to a certain promissory note (the “Note”).


 


3.
The occurrence of one or more of the following (herein called a “Default” or an “Event of Default”)
shall constitute a default by the Borrower hereunder, and under the Note, in addition to but not in limitation of any events which
would cause a default under the terms and conditions of the Note:


 


(a)
Default in the payment or performance of any liability or obligation of Borrower to the Lender or of any covenant or liability
contained or referred to herein, in the Note, or in any other note, instrument, document or agreement evidencing any obligation.


 


(b)
The failure of Borrower to perform or to observe any of the provisions of any membership interest purchase agreement, amended
operating agreement or other agreement or document now or hereafter evidencing or creating any security for the payment of the
Note.


 


(c)
Any representation or warranty of the Borrower in connection with this Line of Credit Agreement or any document executed in accordance
herewith, or in pursuance hereof, shall be false on the date on which made.


 


(d)
The failure by Borrower to pay, when due, any amount due under the Note or the failure by the Borrower to pay, when due, any obligation
of Borrower to Lender.





 



     


     


    

 


(e)
Borrower's insolvency, appointment of a receiver for all or a part of Borrower's property, the making of any assignment by Borrower
for the benefit of creditors or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower
or upon the issuing of any writ of attachment by trustee process or otherwise or a restraining order or injunction affecting any
of the Borrower's property; provided, however, if any such proceeding is commenced against the Borrower, the Borrower shall have
thirty (30) in which to cause such proceeding to be dismissed.


 


(f)
The insolvency of any guarantor of this Line of Credit Agreement and/or the Note or of any obligation of any Borrower to the Lender.


 


(g)
The death, dissolution, termination of existence, declared insolvency; or failure in business of the Borrower or any guarantor
of this Line of Credit Agreement or the Note.


 


(h)
The admission in writing of a Borrower’s insolvency or inability to pay debts generally as they become due, or upon any
deterioration of the financial condition of the Borrower, any endorser or guarantor of this Line of Credit Agreement or the Note,
which results in the Lender deeming itself, in good faith, insecure.


 


(i)
Ninety (90) days after DEMAND is made pursuant to the Note, unless the Borrower has satisfied the Note in full.


 


Any
such event caused by, or occurring with regard to, any one or more persons constituting the “Borrower” shall be deemed
to be so caused by (or occurring with regard to) the “Borrower.”


 


If
any Event of Default occurs, all obligations outstanding from the Borrower to the Lender, including obligations pursuant to this
Line of Credit Agreement and/or the Note, shall immediately become due and payable without demand, presentment, protest or other
notice of any kind, all of which are hereby expressly waived. In the event of such Event of Default, the Lender may proceed to
enforce the payment of all obligations of Borrower to Lender and to exercise any and all of the rights and remedies afforded to
Lender by law or under the terms of this Line of Credit Agreement or otherwise.


 


4.
Borrower agrees to furnish to the Lender, upon demand, but not more than semi- annually, so long as indebtedness under the Line
of Credit Agreement and the Note remains unpaid, a certified financial statement prepared by an independent accountant setting
forth in reasonable detail the assets, liabilities, and net worth of the Borrower and certified to under oath by an officer of
the Borrower. Such financial statements shall be sent to the Lender at its address listed above and shall be at the sole cost
and expense of the Borrower.


 


5.
This Line of Credit Agreement is supplementary to each and every other agreement between Borrower and Lender and shall not
be so construed as to limit or otherwise derogate from any of the rights or remedies of Lender or any of the liabilities,
obligations or undertakings of Borrower under any such agreement, nor shall any contemporaneous or subsequent agreement
between Borrower and Lender be construed to limit or otherwise derogate from any of the rights or remedies of Lender or any
of the liabilities, obligations or undertakings of Borrower hereunder unless such other agreement specifically refers to this
Line of Credit Agreement and expressly so provides.


 



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6.
This Line of Credit Agreement and the covenants and agreements herein contained shall continue in full force and effect until
all such obligations, liabilities and undertakings have been paid or otherwise satisfied in full. No delay or omission on the
part of Lender in exercising any right hereunder shall operate as a waiver of such rights or any other right and waiver on any
one or more occasions shall not be construed as a bar to or waiver of any right or remedy of Lender on any future occasion. This
Line of Credit Agreement is intended to take effect as a sealed instrument, shall be governed by and construed in accordance with
the laws of the New York, shall be binding upon Borrower's legal representatives, successors and assigns, and shall inure to the
benefit of Lender's successors and assigns.


 


7.
The Borrower does hereby certify that any and all necessary resolutions that may be required to effectuate and validate the terms
of this Line of Credit Agreement and the Note, have been duly made and adopted by the Borrower.


 


8.
The obligations of the Borrower hereunder shall be joint and several as to each person constituting the Borrower.


 


[Remainder
of this page has been intentionally left blank. Signature page follows.]


 



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IN
WITNESS WHEREOF, the parties have executed of caused to be executed this Company Agreement and do hereby represent and warrant
that their respective signatory, whose signature appears below, has been and is, on the date of this Agreement, duly authorized
to execute this Agreement.


 


Dated:
May 29, 2018


 





	 	Immudyne PR, LLC
	 	 	 
	 	By:	 
	 	 	Justin Schreiber, President
	 	 	 
	 	LegalSimpli Software LLC
	 	 	 
	 	By:	           
	 	 	CEO




 


 



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