SusGlobal Energy Corp. - Exhibit 10.3 - Filed by newsfilecorp.com






LOAN/MORTGAGE COMMITMENT 

BETWEEN: 

TABLE ROCK HOLDINGS INC., 1916761 ONTARIO LIMITED and D
& D BRANNAN CONSULTANTS INC. 
(“Lender”) 

and 

1684567 ONTARIO INC. and SUSGLOBAL ENERGY BELLEVILLE
LTD. 
(“Borrower”) 

SUSGLOBAL ENERGY CORP. (“Guarantor”) 

RE: 1684567 ONTARIO INC. (“1684567”) and SUSGLOBAL ENERGY
BELLEVILLE LTD “Susglobal Belleville”) PLEDGE OF SHARES AND FIRST POSITION PPSA
INTEREST RE SHARES AND FIRST MORTGAGE LOAN ON PHILLIPSTON ROAD PROPERTIES
LEGALLY DESCRIBED IN PIN 40532-0032 AND 40532-0041 (the “Premises”) 



The Lender hereby commits to lend to the Borrower and the
Borrower commits to borrow from the Lender the amount set forth in paragraph 1.1
below subject to the following terms and conditions: 

1.0      DETAILS OF MORTGAGE LOAN 

Loan amount and priority: The sum of ONE MILLION EIGHT-HUNDRED
THOUSAND ($1,800,000.00) by way of a pledge of shares of 1684567, first position
PPSA registration and first mortgage on the Premises. 

Interest Rate: The interest rate applicable to the first
mortgage loan shall be the greater of 6.05% over the RBC prime rate of interest
or the sum of ten percent (10%) per annum calculated and payable interest only
monthly. 

Term: The term shall be for one (1) year from the date of
closing. 

Deposit: A deposit of Twenty thousand dollars ($20,000.00)
shall be payable by the Borrower to the Lender’s counsel upon execution of
this commitment by the Borrower. The deposit shall be used for payment of the
Lender’s legal fees as contemplated in Section 4 hereof, and to conduct an
appraisal of the Premises as contemplated in Section 19 hereof. 

Payment Dates: Monthly, commencing one month from the date of
the advance. Any payment received after 1:00 p.m. shall be deemed to have been
made on the next banking day following receipt. For purposes of this paragraph,
Saturday, Sunday and Provincial and Federal holidays shall be deemed to be
non-banking days. The Lender acknowledges that in accordance with the terms of
Schedule A, the Borrower will be providing twelve post-dated cheques on Closing.


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Purpose of Loan: To fund the purchase of the shares of 1684567
by Susglobal Belleville. 

Consultant’s Fees: A consultant’s fee of four percent of the
principal of the loan (4%), plus HST, shall be payable on closing to Table Rock
Holdings Inc. or as it shall direct, which amount shall be non-refundable in the
event that the Borrower does not complete the within transaction for any reason
or does not supply any information or documentation so as to prevent the
completion of the loan by the Lender. 

2.0      SECURITY DETAILS 

Mortgage:      A first mortgage on the
Premises as detailed above comprising approx. forty-three (43) acres. 

Pledge of shares/PPSA registration: A pledge of the shares of
1684567 and a first priority PPSA registration re the same; 


	Other: 	A general assignment of rents;
  
	  	Mortgage of any leases with
      respect to the Premises 
		Such further and other security
      as may be required by the Lender in its sole discretion, acting
      reasonably. 



Legal Description: The legal description of the security, in
its entirety, is to be determined on a title search by the lender’s solicitor,
but is to include (and not necessarily be limited to) the following lands,
subject to confirmation by the mortgagor’s solicitor: 

40532-0032: PT LT 20 CON 8 THURLOW PT 1 21R19513; BELLEVILLE;
COUNTY OF HASTINGS 

40532-0041: PT LT 20 CON 8 THURLOW PT 25, 27 AND 29 21R6801;
BELLEVILLE; COUNTY OF HASTINGS 

3.0      PLAN APPROVAL 

In the event that any improvements are being made to the
premises from the mortgage proceeds, the Borrower acknowledges that the final
plans and specifications must be pre- approved by the Lender before funding of
any construction advances, such approval not to be unreasonably withheld. No
substantial alterations are to be made to the plans without the prior approval
of the Lender, such approval not to be unreasonably withheld. 

4.0     SOLICITORS: Tracy Ventresca of
Brannan Law shall be acting for the Lender and the solicitor’s fee in the amount
of $15,000.00 plus HST and disbursements including the cost of title insurance
shall be paid by the Borrower which amount shall be non-refundable in the event
that the Borrower does not complete the within transaction for any reason or
does not supply any information or documentation so as to prevent the completion
of the mortgage by the Lender. 

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5.0      DISBURSEMENT OF FUNDS: The
mortgage advance shall be disbursed as follows: 

The loan shall be advanced on the date of closing to the
Borrowers subject to the compliance by the Borrowers with the terms of this
commitment. 

The initial advance is to be made on or before May 17th, 2019,
failing which, this commitment is, at the Lender’s sole option, to be considered
null and void. Notwithstanding the foregoing, the parties will use all
reasonable efforts to ensure the advance is completed on or by May 17, 2019.


6.0      INSURANCE 

The Borrower shall insure and keep insured the Premises or the
project and all insurable property from time to time forming part of the
Premises in an amount not less than the full 100% guaranteed replacement cost
thereof against the perils of all risk under such form as is satisfactory to the
Lender keeping in mind the use of the Premises by the Borrower and the potential
liability to be incurred. Then Lender shall be named on the loss payable clause
of the subject insurance. 

The Borrower shall maintain public liability insurance to such
an amount not less than $2 Million on a per-occurrence basis or such other
amount as is satisfactory to the Lender. 

Any and all insurance policies shall be in a form and scope
satisfactory to the Lender and its solicitor and the premiums for the same shall
be pre-paid for a period of not less than one year from the date of advance.


7.0      SPECIAL CLAUSES 

In addition to the standard charge terms referred to tin the
mortgage, the Borrower and Lender agree that the provisions contained in
Schedule “A” annexed hereto shall apply. 

8.0      SURVEY 

A proper building location survey prepared and stamped by and
Ontario Land Surveyor satisfactory to the Lender shall be provided by the
Borrower or, in the alternative, survey coverage provided by a customary
lender’s title insurance policy. 

9.0      TAXES 

All taxes and special assessments due and payable with respect
to the Premises shall be paid by the Borrower prior to or from the first
advance. 

10.0    BORROWER’S AND GUARANTOR’S
REPRESENTATIONS 

If at any time it is discovered that there is or has been any
material discrepancy or misrepresentation in any written information or
representations made or furnished to the Lender by or on behalf of the Borrower
or the Guarantor, the Lender shall be entitled to consider the mortgage in
default and proceed to enforce the mortgage in any way permissible according to


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the terms of the mortgage or in law and may decline to make any
further advances under the mortgage. 

11.0    TIME OF THE ESSENCE 

It is understood that, with respect to any and all terms of
this agreement, time shall be of the essence. 

12.0    ASSIGNMENT OF CONTRACT 

The Borrower shall not assign any of its rights and obligations
hereunder without the consent of the Lender. 

13.0    INTERPRETATION OF CONTRACT 

This agreement shall be interpreted in accordance with the Laws
of the Province of Ontario. 

14.0    WAIVER OF DEFAULT OF BORROWER 

Any waiver by the Lender of any default by the Borrower or any
omission on the part of the Lender with respect to any default by the Borrower
shall not extend to or be taken in any manner whatsoever to affect any
subsequent default by the Borrower or the rights in the Lender resulting
therefrom. 

15.0    NOTICES 

Any notice required or permitted to be given hereunder shall be
sufficiently given if sent by prepaid registered mail and addressed, in the case
of the Borrower or Guarantor, at the address of the Borrower’s solicitor at the
time of the granting of the first advance and in the case of the Lender to the
Lender’s solicitor from time to time. 

16.0    SUCCESSORS OR PERMITTED ASSIGNS 

This commitment shall enure to the benefit of and be binding on
the parties and their respective successors, executors, administrators,
benefactors, heirs and permitted assigns. 

17.0    SURVIVAL OF THE TERMS OF THE COMMITMENT


Notwithstanding the registration of the mortgage and the making
of advances pursuant to the mortgage, the terms of this commitment shall survive
and remain binding on the parties hereto. 

18.0    DEFAULT OR ABANDONMENT 

Subject to force majeure, in the event of abandonment of the
project, the Lender shall be entitled to but not required to, after giving the
Borrower fifteen (15) days notice of any abandonment and provided the Borrower
fails to forthwith rectify the same, or the Lender may decline to advance
further funds and to declare any monies advanced with interest and costs to
become forthwith due and payable. 

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19.1    CONDITIONS OF ADVANCE 

No advance shall be made pursuant to the mortgage until there
has been delivered to the Lender or the Lender has received and, where
necessary, the Lender’s consent or approval has been given with respect to the
following material in the Lender’s sole discretion and at the Borrower’s sole
expense: 

	 	(a) 	
      An appraisal of the subject properties prepared by an
      AACI appraiser satisfactory to the Lender;

	 	(b) 	
      A survey of the premises or coverage in a lender’s title
      insurance policy in accordance with Section 8;

	 	(c) 	
      A search of title with respect to the subject
      property.

	 	(d) 	
      Any leases with respect to the premises being
      satisfactory to the Lender.

	 	(e) 	
      A site visit satisfactory to the lender.

	 	(f) 	
      A holdback for repairs required to the premises, if
      applicable.

	 	(g) 	
      Payment of outstanding debts satisfactory to
    lender.

	 	(h) 	
      Such environmental audit reports as may be
    available;

	 	(i) 	
      Such further and other matters as the Lender’s solicitor
      may advise;




	D & D Brannan Consultants Inc. 	 	 
		 	Witness:  
      __________________________________________________________
	A.S.O.- David P. Brannan 	 	 
	I have the authority to bind the corporation 	 	 
	  	 	 
		 	Witness: 
      __________________________________________________________
	A.S.O.- Deborah Brannan 	 	 
	I have the authority to bind the corporation 	 	 
	  	 	
	Table Rock Holdings Inc. 	 	 
		 	Witness:  __________________________________________________________
	A.S.O.- Ron Williamson 	 	 
	I have the authority to bind the corporation 	 	
	  	 	 
	1916761 Ontario Limited 	 	 
		 	Witness: 
      __________________________________________________________
	A.S.O.- Malek R. Smith 	 	 
	I have the authority to bind the corporation 	 	 


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