Exhibit 10.1


 


REVOLVING
LINE OF CREDIT AGREEMENT


 


This
Revolving Line of Credit Agreement (the “AGREEMENT”) is made and entered into in this 29th day of August, 2019,
by and between WENZHAO “DANIEL” LU (“LENDER”), and AVALON GLOBOCARE CORP., a Delaware corporation
(“BORROWER”).


 


In
consideration of the mutual covenants and agreements contained herein, the parties agree as follows:


 


1.
LINE OF CREDIT. Lender hereby establishes for a period extending to December 31, 2024 (the “MATURITY DATE”) a revolving
line of credit (the “CREDIT LINE”) for Borrower in the principal amount of Twenty Million Dollars ($20,000,000)
(the “CREDIT LIMIT”). All sums advanced on the Credit Line or pursuant to the terms of this Agreement (each
an “ADVANCE”) shall be evidenced by a Promissory Note, a form of which is attached hereto as Exhibit A.


 


2.
ADVANCES. Any request for an Advance may be made from time to time and in such amounts as Borrower may choose; provided, however,
any requested Advance will not, when added to the outstanding principal balance of all previous Advances, exceed the Credit Limit.
Requests for Advances may be made in writing, which may be made by e-mail, by such officer of Borrower authorized by it to request
such Advances. Until such time as Lender may be notified otherwise, Borrower hereby authorizes its Chief Executive Officer and/or
Chief Financial Officer to request Advances. Lender may deposit or credit the amount of any requested Advance to Borrower’s checking
account with Lender. Lender may refuse to make any requested Advance if an event of default has occurred and is continuing hereunder
either at the time the request is given or the date the Advance is to be made, or if an event has occurred or condition exists
which, with the giving of notice or passing of time or both, would constitute an event of default hereunder as of such dates.


 


The
funds from the Advances will be used by the Borrower for working capital and/or operating expenses in connection with the operations
of the Borrower.


 


3.
INTEREST. All sums advanced pursuant to this Agreement shall bear interest from the date each Advance is made until paid in
full at the rate of five percent (5%) per annum, simple interest (the “EFFECTIVE RATE”).


 


4.
REPAYMENT. The entire unpaid principal balance, together with any accrued interest and other unpaid charges or fees hereunder,
shall be due and payable on the Maturity Date as defined in the Promissory Note. All payments shall be made to Lender at such
place as Lender may, from time to time, designate. All payments received hereunder shall be applied, first, to any costs or expenses
incurred by Lender in collecting such payment or to any other unpaid charges or expenses due hereunder; second, to accrued interest;
and third, to principal. Borrower may prepay principal at any time without penalty.


 


5.
REPRESENTATIONS AND WARRANTIES. In order to induce Lender to enter into this Agreement and to make the advances provided for
herein, Borrower represents and warrants to Lender as follows:


 


a.
Borrower is a duly organized, validly existing, and in good standing under the laws of the State of Delaware with the power to
own its assets and to transact business in New Jersey, and in such other states where its business is conducted.


 


b.
Borrower has the authority and power to execute and deliver any document required hereunder and to perform any condition or obligation
imposed under the terms of such documents.


 






     


     


    

 


c.
The execution, delivery and performance of this Agreement and each document incident hereto will not violate any provision of
any applicable law, regulation, order, judgment, decree, article of incorporation, by-law, indenture, contract, agreement, or
other undertaking to which Borrower is a party, or which purports to be binding on Borrower or its assets and will not result
in the creation or imposition of a lien on any of its assets.


 


d.
There is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, against or affecting
Borrower or any of its assets which, if adversely determined, would have a material adverse affect on the financial condition
of Borrower or the operation of its business.


 


6.
EVENTS OF DEFAULT. An event of default will occur if any of the following events occurs:


 


a.
Failure to pay any principal or interest hereunder within ten (10) days after the same becomes due.


 


b.
Any representation or warranty made by Borrower in this Agreement or in connection with any borrowing or request for an Advance
hereunder, or in any certificate, financial statement, or other statement furnished by Borrower to Lender is untrue in any material
respect at the time when made.


 


c.
Default by Borrower in the observance or performance of any other covenant or agreement contained in this Agreement, other than
a default constituting a separate and distinct event of default under this Paragraph 6.


 


d.
Filing by Borrower of a voluntary petition in bankruptcy seeking reorganization, arrangement or readjustment of debts, or any
other relief under the Bankruptcy Code as amended or under any other insolvency act or law, state or federal, now or hereafter
existing.


 


e.
Filing of an involuntary petition against Borrower in bankruptcy seeking reorganization, arrangement or readjustment of debts,
or any other relief under the Bankruptcy Code as amended, or under any other insolvency act or law, state or federal, now or hereafter
existing, and the continuance thereof for sixty (60) days undismissed, unbonded, or undischarged.


 


7.
REMEDIES. Upon the occurrence of an event of default as defined above, Lender may declare the entire unpaid principal balance,
together with accrued interest thereon, to be immediately due and payable without presentment, demand, protest, or other notice
of any kind. Lender may suspend or terminate any obligation it may have hereunder to make additional Advances. To the extent permitted
by law, Borrower waives any rights to presentment, demand, protest, or notice of any kind in connection with this Agreement. No
failure or delay on the part of Lender in exercising any right, power, or privilege hereunder will preclude any other or further
exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein are cumulative
and not exclusive of any other rights or remedies provided at law or in equity. Borrower agrees to pay all costs of collection
incurred by reason of the default, including court costs and reasonable attorney’s fees.


 






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8.
NOTICE. Any written notice will be deemed effective on the date such notice is placed, first class, postage prepaid, in the
United States mail, addressed to the party to which notice is being given as follows:


 





	 	Lender:	WENZHAO “DANIEL” LU	 
	 	 		 
	 	 	 	 
	 	Borrower:	AVALON GLOBOCARE CORP.	 
	 	 	4400 Route 9 South, Suite 3100	 
	 	 	Freehold, New Jersey 07728	 




 


9.
GENERAL PROVISIONS. All representations and warranties made in this Agreement and the Promissory Note and in any certificate
delivered pursuant thereto shall survive the execution and delivery of this Agreement and the making of any loans hereunder. This
Agreement will be binding upon and inure to the benefit of Borrower and Lender, their respective successors and assigns, except
that Borrower may not assign or transfer its rights or delegate its duties hereunder without the prior written consent of Lender.
This Agreement, the Promissory Note, and all documents and instruments associated herewith will be governed by and construed and
interpreted in accordance with the laws of the State of New Jersey. Time is of the essence hereof. This Agreement will be deemed
to express, embody, and supersede any previous understanding, agreements, or commitments, whether written or oral, between the
parties with respect to the general subject matter hereof. This Agreement may not be amended or modified except in writing signed
by the parties.


 


EXECUTED
on the day and year first written above.


 


	 	Borrower:	AVALON GLOBOCARE CORP.	 
	 	 	 	 	 
	 		By:
    	/s/
    David Jin	 
	 		Name:
    	David
    Jin	 
	 		Title:  	CEO	 
	 	 	 	 	 
	 	Lender:	/s/ Wenzhao “Daniel” Lu	 
	 	 	WENZHAO “DANIEL” LU	 


 






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Promissory
Note


 





	$[    ].00	Freehold, NJ
	 	[     ], 2019




 


 


This
Promissory Note (the “NOTE”) is made and executed as of the date referred to above, by and between Avalon GloboCare
Corp., a Delaware corporation (the “BORROWER”), and Wenzhao “Daniel” Lu (“LENDER”).
By this Note, the Borrower promises and agrees to pay to the order of Lender, at such other place as Lender may designate in writing,
the principal sum of [    ] and 00/100 Dollars ($[   ],000.00) pursuant to the terms of a Revolving Line of Credit Agreement (the “LOAN
AGREEMENT”) of even date herewith, whichever is less, together with interest thereon from the date each advance is made
until paid in full, both before and after judgment, at the rate of five percent (5.0%) per annum, simple interest.


 


The
entire unpaid principal balance, together with any accrued interest and other unpaid charges or fees hereunder, shall be due and
payable on [insert date five years after issuance of note] (the “MATURITY DATE”).


 


Prepayment
in whole or part may occur at any time hereunder without penalty. All payments received hereunder shall be applied, first, to
any costs or expenses incurred by Lender in collecting such payment or to any other unpaid charges or expenses due hereunder;
second, to accrued interest; and third, to principal.


 


An
event of default will occur if any of the following events occurs:


 


(a)
failure to pay any principal or interest hereunder within ten (10) days after the same becomes due;


 


(b)
if any representation or warranty made by Borrower in the Loan Agreement or in connection with any borrowing or request for an
advance thereunder, or in any certificate, financial statement, or other statement furnished by Borrower to Lender is untrue in
any material respect at


the
time when made;


 


(c)
default by Borrower in the observance or performance of any other covenant or agreement contained in the Loan Agreement, other
than a default constituting a separate and distinct event of default under Paragraph 7 of the Loan Agreement;


 


(d)
filing by Borrower of a voluntary petition in bankruptcy seeking reorganization, arrangement or readjustment of debts, or any
other relief under the Bankruptcy Code as amended or under any other insolvency act or law, state or federal, now or hereafter
existing; or


 


(e)
filing of an involuntary petition against Borrower in bankruptcy seeking reorganization, arrangement or readjustment of debts,
or any other relief under the Bankruptcy Code as amended, or under any other insolvency act or law, state or federal, now or hereafter
existing, and the continuance thereof for sixty (60) days undismissed, unbonded, or undischarged.


 


Any
notice or demand to be given to the parties hereunder shall be deemed to have been given to and received by them and shall be
effective when personally delivered or when deposited in the U.S. mail, certified or registered mail, return receipt requested,
postage prepaid, and addressed to the party at his or its last known address, or at such other address as the one of the parties
may hereafter designate in writing to the other party.


 


The
Borrower hereof waives presentment for payment, protest, demand, notice of protest, notice of dishonor, and notice of nonpayment,
and expressly agrees that this Note, or any payment hereunder, may be extended from time to time by the Lender without in any
way affecting its liability hereunder.


 


In
the event any payment under this Note is not made at the time and in the manner required, the Borrower agrees to pay any and all
costs and expenses which may be incurred by the Lender hereof in connection with the enforcement of any of its rights under this
Note or under any such other instrument, including court costs and reasonable attorneys’ fees.


 


This
Note shall be governed by and construed and enforced in accordance with the laws of New Jersey.


 


	 	AVALON
    GLOBOCARE CORP.
	 	 	 
	 	By:	            
	 	Name:	 
	 	Title:	 


 


 


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