Investment
Evolution Coin Ltd.


 


MRAL
Blockchain, LLC


 


Loan
Agreement


 




    	 



    	 



    

 


Table
of Contents


 









	1
    Definitions and Interpretation	1
	 	 
	2
    Conditions Precedent	1
	 	 
	3
    Loan	1
	 	 
	4
    Repay Loan	1
	 	 
	5
    Interest	2
	 	 
	6
    Default	2
	 	 
	7
    Pay Costs and Duties	3
	 	 
	8
    General	3
	 	 
	SCHEDULE
    1	6
	Part
    1 – Definitions	6
	Part
    2 - Interpretation	6
	 	 
	SCHEDULE
    2	8










 




    	 



    	 



    

 


	DATED	8th
    of June	2018


 


parties


 


Investment
Evolution Coin Ltd. (the “Lender”)


 


MRAL
BLockchain, llc (the “Borrower”)


 


BACKGROUND


 


	A.	The
    Borrower has requested the Lender to lend to the Borrower the Loan on repayment terms referred to in this Agreement.
	 	 
	B.	The
    Lender has agreed to this request on the condition, amongst other things, that this Agreement is entered into.


 


OPERATIVE
PROVISIONS


 


	1.	Definitions
    and Interpretation
	 	 
	 	In
    the interpretation of this clause 1, unless inconsistent with the subject or context each of the expressions defined in Part
    1 of Schedule 1 shall have the meaning there assigned to it and the provisions of Part 2 of Schedule 1 shall apply.
	 	 
	2.	Conditions
    Precedent
	 	 
	 	The
    Lender shall not be required to make the Loan to the Borrower until the Lender has received this Agreement duly executed to
    the Lender’s satisfaction.
	 	 
	3.	Loan
	 	 
	3.1	Subject
    to the terms of this Agreement, the Lender commits to make the Loan available to the Borrower for drawdown upon receipt of
    Drawdown Notices.
	 	 
	3.2	To
    make a drawdown under the Loan the Borrower must deliver to the Lender a completed Drawdown Notice on the proposed Drawdown
    Date.
	 	 
	3.3	The
    Borrower may cancel the Loan offered under this Agreement at any time after the date of this Agreement by notice in writing
    to the Lender. Should the Borrower cancel the Loan under this clause 3.3, then the Borrower must repay to the Lender that
    portion of the Loan that has been drawn down and is outstanding as well as any outstanding interest at the cancellation date.
	 	 
	4.	Repay
    Loan
	 	 
	 	In
    consideration of the payment of the Loan by the Lender to the Borrower (the receipt of which the Borrower acknowledges) the
    Borrower agrees to repay the Loan to the Lender by the Repayment Date.


 




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	5.	Interest
	 	 
	5.1	Interest
    Rate


 


	 	(a)	The
    Borrower also agrees to pay to the Lender interest on any drawdown made under the Loan (or on so much of the Loan that has
    been drawn down and remains outstanding or on any judgment or order in which the same may become merged) calculated on daily
    balances at the Interest Rate from the Drawdown Date up to and including the date of repayment of the particular drawdown
    of the Loan.
	 	 	 
	 	(b)	For
    the avoidance of doubt, if the Loan is not drawn down by the Borrower, the Borrower is not required to pay any interest on
    the Loan.


 


	5.2	Date
    of Payment
	 	 
	 	Interest
    will be paid in arrears on each Interest Payment Date while the Loan or any part of it shall remain outstanding, and also
    on the Repayment Date. The first of such interest payments shall be made on the Interest Payment Date next occurring after
    the Loan (or any part thereof) is paid to the Borrower.
	 	 
	6.	Default
	 	 
	6.1	Events
    of Default – Consequences
	 	 
	 	If
    any of the events and circumstances referred to in Clauses 6.2 to 6.9 occur (each constituting an Event of Default) THEN
    the Borrower shall be and shall be deemed to be in default under this Agreement and the Loan shall at the option
    of the Lender but only at such option (the Lender not being bound to notify the exercise or non-exercise of such option to
    the Borrower) become and be payable to and recoverable by the Lender immediately as if the time for repayment of the same
    had arrived notwithstanding anything in this Agreement to the contrary and if there is any outstanding commitment upon the
    Lender in respect of any of the Loan the Lender may decline to meet such commitment.
	 	 
	6.2	Default
    in Other Provisions/Agreements
	 	 
	 	It
    shall be an Event of Default if default shall be made in the strict observance or performance of any term covenant or condition
    in this Agreement or any default occurs under any agreement contained or referred to or implied in this Agreement.
	 	 
	6.3	Execution
	 	 
	 	It
    shall be an Event of Default if any execution or other process of any Court or other authority or any distress is issued out
    against or levied upon any of the Borrower’s assets.
	 	 
	6.4	Agreement
    Becomes Unenforceable
	 	 
	 	It
    shall be an Event of Default if any Agreement is terminated or is liable to be terminated or is or becomes void, voidable,
    illegal, invalid or otherwise unenforceable or, in the reasonable opinion of the Lender is likely to become void, voidable,
    illegal, invalid or otherwise unenforceable.
	 	 
	6.5	Material
    Adverse Change
	 	 
	 	It
    shall be an Event of Default if, in the reasonable opinion of the Lender, there has been a material adverse change in the
    financial position of the Borrower, or the Lender’s security for the Loan is materially diminished or is in jeopardy.
	 	 
	6.6	Receiver/Liquidator
    Appointed
	 	 
	 	It
    shall be an Event of Default if a liquidator, provisional liquidator, official manager or a receiver or a receiver and manager
    is appointed of any of the assets of the Borrower, or if any event or circumstance occurs whereby, in the reasonable opinion
    of the Lender, any of the foregoing could or is likely to occur.


 




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	6.7	Unable
    to Pay Debts
	 	 
	 	It
    shall be an Event of Default if, in the reasonable opinion of the Lender, the Borrower is unable to pay its debts from its
    own money as they fall due. 
	 	 
	6.8	Judgments
	 	 
	 	It
    shall be an Event of Default if a judgment for an amount of $50,000 or 10% of the Loan (which ever is the lesser) is signed
    or entered against the Borrower, and remains unsatisfied or is not appealed against for a period of 7 days.
	 	 
	6.9	Representation/Warranty
    Incorrect
	 	 
	 	It
    shall be an Event of Default if any representation or warranty made by the Borrower or if the answers to the Lender’s
    requisitions, or if any other representation warranty or statement made in writing by the Borrower to the Lender in connection
    with this Agreement or the financial accommodation made under it shall be proved to have been incorrect in any material respect
    when made.
	 	 
	7.	Pay
    Costs and Duties
	 	 
	 	The
    Borrower shall pay all costs and expenses (including legal fees and stamp duty payable upon or arising out of this Agreement
    or the advancing of the Loan) incurred by the Lender in the negotiation, preparation, execution, implementation and enforcement
    of this Agreement.
	 	 
	8.	General
	 	 
	8.1	Confidentiality


 


	 	(a)	Subject
    to clause 8.1(b), the contents of this Loan Agreement and all books accounts records documents and information made available
    to any party for the purposes of entering into this Loan Agreement or in the course of the performance of this Loan Agreement
    shall be kept confidential and shall not be disclosed to any other person without the written consent of the other parties.
	 	 	 
	 	(b)	Clause
    8.1(a) shall not apply to any disclosure:


 


	 	(i)	required
    by law;
	 	 	 
	 	(ii)	required
    by any applicable stock exchange listing rules;
	 	 	 
	 	(iii)	made
    in good faith to officers employees legal and other advisors and auditors of any party under a duty of confidentiality;
	 	 	 
	 	(iv)	by
    a party to its bankers or other financial institutions to the extent required for the purpose of raising funds or maintaining
    compliance with credit arrangements;
	 	 	 
	 	(v)	required
    by this Loan Agreement or necessary for or incidental to the performance of the obligations and duties contained in this Loan
    Agreement including in connection with an exercise of rights or a dealing with rights or obligations under this Loan Agreement;
    and
	 	 	 
	 	(vi)	of
    information in the public domain otherwise than due to a breach of clause 8.1(a).


 


	 	(c)	Each
    party consents to disclosures made in accordance with this clause 8.1. This clause supersedes any pre-existing agreements
    between the parties about confidentiality.


 




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	8.2	Notices


 


	 	(a)	All
    notices and other communications provided for or permitted under this Loan Agreement or otherwise shall be sent by certified
    or registered mail with postage prepaid, by hand delivery or by email transmission as follows:


 


	 	(i)	if
    to the Borrower, to it at:
	 	 	 	 
	 	 	Name:	MRAL
    Blockchain, LLC
	 	 	Address:	3960
    Howard Hughes Parkway, Suite 490, Las Vegas, NV 89169 USA
	 	 	Email:	mral@mramazingloans.com
	 	 	 	 
	 	(ii)	if
    to the Lender, to it at:
	 	 	 	 
	 	 	Name:	Investment
    Evolution Coin Ltd.
	 	 	Address:	8
    Marina Boulevard #05-02, Marina Bay Financial Centre, Singapore 018981
	 	 	Email:	info@investmentevolution.com


 


	 	 	or
    to the party’s lawyer or to such other address or person as either party may specify by notice in writing to the other.
	 	 	 	 
	 	(b)	All
    such notices or communications shall be deemed to have been duly given or made:
	 	 	 	 
	 	 	(i)	3
    Business Days after being deposited in the mail with postage prepaid; or
	 	 	 	 
	 	 	(ii)	when
    delivered by hand; or
	 	 	 	 
	 	 	(iii)	if
    sent by facsimile transmission, on production of a report from the sending machine which indicates that the facsimile was
    sent in its entirety to the facsimile number of the recipient.


 


	 	(c)	Despite
    clause 8.2(b) notices received after 5.00pm in the place of receipt or on a non-Business Day are taken to be received at 9.00am
    on the next Business Day.
	 	 	 
	 	(d)	Notices
    or other written communications by a party’s lawyer (for example, varying a date for the payment of money) will be treated
    as given with that party’s authority.


 


	8.3	Deemed
    Service


 


	 	All
    such notices or communications shall be deemed to have been duly given or made:
	 	 	 
	 	(a)	7
    days after being deposited in the mail with postage prepaid;
	 	 	 
	 	(b)	When
    delivery by hand; and
	 	 	 
	 	(c)	If
    sent by facsimile transmission, when receipt acknowledged.


 


	8.4	Counterparts


 


	 	This
    Agreement may be signed in any number of counterparts with the same effect as if the signatures to each counterpart was on
    the same instrument.


 


	8.5	Waiver
    and Variation


 


	 	(a)	A
    party’s failure or delay to exercise a power, right or remedy pursuant to this Agreement does not operate as a waiver
    of that power, right or remedy.
	 	 	 
	 	(b)	The
    exercise of a power or right does not preclude:


 






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	 	(i)	its
    future exercise; or
	 	 	 
	 	(ii)	the
    exercise of any other power or right.


 


	 	(c)	A
    provision of or a right created under this Agreement may not be:
	 	 	 	 
	 	 	(i)	waived
    except in writing signed by the party granting the waiver; or
	 	 	 	 
	 	 	(ii)	varied
    except in writing signed by the parties.
	 	 	 	 
	 	(d)	The
    waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific
    purpose for which it is given.


 


	8.6	Assignment
	 	 
	 	No
    party can assign its interest in this Agreement without the prior written consent of the other.
	 	 
	8.7	Governing
    Law
	 	 
	 	This
    Agreement shall be governed by and construed in accordance with the law of Singapore and the parties to this Agreement submit
    to the non-exclusive jurisdiction of the Singapore Courts.


 




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SCHEDULE
1


 


Part
1 – Definitions


 


In
this Loan Agreement, unless the context otherwise indicates, each of the following expressions shall have the meaning assigned
to it below:


 


	Agreement	means
    this agreement as it may be varied from time to time.
	 	 
	Borrower	means
    each person named in this Agreement as the Borrower; the expression includes the successors and assigns of each Borrower.
	 	 
	Drawdown
    Date	means
    the initial drawdown date of the Loan and each subsequent date on which a drawdown of the Loan occurs.
	 	 
	Drawdown
    Notice	means
    a drawdown notice in the form contained in Schedule 2.
	 	 
	Event
    of Default 	means
    each of the events or circumstances defined in this Agreement as constituting an Event of Default.
	 	 
	Interest
    Payment Date	means
    the last business day of each month and the Repayment Date. 
	 	 
	Interest
    Rate	means
    12% per annum.
	 	 
	Lender	means
    each person named in this Agreement as the Lender; the expression includes the successors and assigns of each Lender.
	 	 
	Loan	means
    the sum of up to $20,000,000 agreed to be advanced by the Lender to the Borrower on the conditions set out in this Agreement.
	 	 
	Repayment
    Date	means
    7 June 2023.
	 	 
	Term	means
    the period from 8 June 2018 up to and including 7 June 2023.


 


Words
or expressions that are defined in this Loan Agreement appear throughout this Loan Agreement with the same initial capital letters,
however if the initial capital letters are omitted they have the same meaning unless the context otherwise requires.


 


Part
2 - Interpretation


 


In
this Loan Agreement:


 


	1.	headings
    are for convenience only and do not affect the interpretation of this Loan Agreement;
	 	 
	2.	reference
    to any statute or statutory provision shall include any modification or re-enactment of, or any legislative provisions substituted
    for, and all legislation and statutory instruments issued under such legislation or such provision;
	 	 
	3.	words
    denoting the singular shall include the plural and vice versa;


 




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	4.	words
    denoting individuals shall include corporations, associations, trustees, instrumentalities and partnerships and vice versa;
	 	 
	5.	words
    denoting any gender shall include all genders;
	 	 
	6.	references
    to Parties, Parts, clauses, Annexures and Schedules are references to Parties, Parts, clauses, Annexures and Schedules to
    this Loan Agreement as modified or varied from time to time;
	 	 
	7.	references
    to any document, deed or agreement shall include references to such document or agreement as amended, novated, supplemented,
    varied or replaced from time to time;
	 	 
	8.	a
    party includes the party’s representatives, administrators and permitted assigns;
	 	 
	9.	all
    references to dates and times are to Singapore time;
	 	 
	10.	all
    references to “$” and “dollars” are to the lawful currency of USA unless otherwise expressly
    stated;
	 	 
	11.	if
    a party consists of more than one person this binds them jointly and each of them severally;
	 	 
	12.	“including”
    and similar expressions are not words of limitation;
	 	 
	13.	where
    a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression
    have a corresponding meaning;
	 	 
	14.	reference
    to any body other than a party to this document (including, without limitation, an institute, association or authority), whether
    or not it is a statutory body:


 


	 	(a)	which
    ceases to exist, or
	 	 	 
	 	(b)	whose
    powers or function are transferred to any other body,
	 	 	 
	 	refers
    to the body which replaces it or which substantially succeeds to its powers or functions.


 




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SCHEDULE
2


 


Drawdown
Notice


 


	TO:	Investment
    Evolution Coin Ltd. (“LENDER’)
	 	 
	FROM:	MRAL
    BLOCKCHAIN, LLC (“BORROWER”)
	 	 
	LOAN
    FACILITY DATED:	8th
    June 2018 (“Agreement”)


 


The
Borrower gives notice to the Lender that it requires a drawdown under the Loan Facility:


 


	A	The
    amount required to be drawn down is $________________.
	 	 
	B	The
    purpose of the drawdown is to provide working capital and consumer loan capital for the Borrower’s business.
	 	 
	C	The
    Drawdown Date is ________________________________.
	 	 
	D	You
    are authorised and directed to pay the proceeds to MRAL Blockchain, LLC or as directed by it.


 


The
Borrower represents and warrants that at the date of this notice all representations and warranties given by the Borrower in this
Agreement remain true and correct and that no Event of Default subsists and no event has occurred which by the giving of notice
or lapse of time or both would be an Event of Default.


 


Dated:


 


For
and on behalf of the Borrower:


 


	 	 
	MRAL
    BLOCKCHAIN, LLC	 


 




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EXECUTION
PAGE


 


	EXECUTED
    by INVESTMENT EVOLUTION COIN LTD.	)

        )

        )
	 
	/s/
    Paul Mathieson	 	 
	Director/Chief
                                         Executive Officer

         

        PAUL
        MATHIESON
	 	 
	Name
    	 	 


 


	EXECUTED
    by MRAL BLOCKCHAIN, LLC	)

        )

        )
	 
	/s/
    Carla Cholewinski	 	 
	Chief
                                         Operating Officer

         

        CARLA
        CHOLEWINSKI
	 	 
	Name	 	 


 




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