pbsv_ex103





 





 



Exhibit 10.3

 






LOAN AGREEMENT FOR PAYCHECK PROTECTION PROGRAM LOAN

 

 THIS
LOAN AGREEMENT ("Agreement") is made between

PHARMA BIO SERV US INC ("Borrower"),
and Banco Popular de Puerto Rico ("Lender") identified in the
attached Authorization by the U.S. Small Business Administration ("SBA")
to Lender, dated 
April 16, 2020

 SBA
Loan Number  29994972-01     
("Authorization").





WHEREAS,
Borrower seeks funds from Lender pursuant to the SBA's Paycheck
Protection Program ("PPP"), as authorized under the CARES Act, S.
3548 (the "Act");

 


WHEREAS,
Borrower represents and warrants to Lender that it meets all
qualifications for participation in the PPP set forth in the Act
and further meets any and all other requirements or conditions for
participation set forth by the SBA;

 


NOW
THEREFORE: The SBA has authorized a guaranty of a loan from Lender
to Borrower for the amount and under the terms stated in the
attached Authorization ("Loan"). In consideration of the promises
in this Agreement and for other good and valuable consideration,
Borrower and Lender agree as follows:

 


1.
Subject to the terms and conditions of the Authorization and SBA's
Participating Lender Rules as defined in the Guarantee Agreement
between Lender and SBA, Lender agrees to make the Loan on the
condition that Borrower complies with the following "Borrower
Requirements", to which Borrower shall:

a. Provide
Lender with all certifications, documents or other information
Lender is required by the Authorization to obtain from Borrower or
any third party;

 

b. Execute
a note and any other documents required by Lender; and

c. Do
everything necessary for Lender to comply with the terms and
conditions of the Authorization.

 


2.
The terms and conditions of this Agreement:

 

a. Are
binding on Borrower and Lender and their successors and assigns;
and

 

b. Will
remain in effect after the closing of the Loan.

 


3.
Failure to abide by any of the Borrower Requirements shall
constitute an event of default under the note and other Loan
documents.

 


4.
Borrower further represents and certifies to Lender as
follows:

 

a. Borrower
was in operation on February 15, 2020 and had employees for whom it
paid salaries and payroll taxes or paid independent contractors, as
reported on a Form 1099-MISC.

b. Current
economic uncertainty makes this Loan request necessary to support
the ongoing operations of Borrower.




 

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c. The
Loan proceeds will be used to retain employees and maintain payroll
and at least seventy-five percent (75%) of the proceeds must be
used for payroll costs. The remaining balance, up to twenty-five
percent (25%) of the Loan proceeds may be used for authorized
purposes under the PPP, including for mortgage interest payments,
lease payments, and utility payments (i.e., not more than
twenty-five percent (25%) of loan proceeds may be used for
non-payroll costs). Borrower understands and acknowledges that if
the funds are knowingly used for unauthorized purposes, the federal
government may hold Borrower legally liable for fraudulent use of
funds.

 

d. Documentation
verifying the number of full-time equivalent employees on payroll
as well as the dollar amounts of payroll costs, covered mortgage
interest payments, covered lease payments, and covered utilities
for the eight-week period after the Loan is made will be provided
to Lender.

 

e. Loan
forgiveness will be provided for the sum of documented payroll
costs, covered mortgage interest payments, covered lease payments,
and covered utilities. Borrower understands that not more than
twenty-five percent (25%) of the forgiven amount may be for
non-payroll costs.

 

f. During
the period beginning on February 15, 2020 and ending on December
31, 2020, Borrower has not and will not receive another loan under
the PPP.

 

g. The
information provided in this Agreement and Borrower's Loan
application submitted to Lender, and the information provided in
all supporting documents and forms is true and accurate in all
material respects. Borrower understands that knowingly making a
false statement to obtain a guaranteed loan from the SBA is
punishable under the law, including: (i) under 18 USC §§
1001 and 3571 by imprisonment of not more than five years and/or a
fine of up to $250,000; (ii) under 15 USC § 645 by
imprisonment of not more than two years and/or a fine of not more
than $5,000; and, (iii) if submitted to a federally insured
institution, under 18 USC § 1014 by imprisonment of not more
than thirty years and/or a fine of not more than
$1,000,000.

 

h. Any
tax documents provided by Borrower to Lender in connection with
this Loan or any application are identical to those submitted to
the Internal Revenue Service. Further, Borrower authorizes Lender
to share tax information with the SBA and its authorized
representatives, including the SBA Office of the Inspector General,
for purposes of compliance with SBA Loan Program Requirements and
all SBA reviews.

 

i. Borrower
meets the requirements as an eligible borrower under the PPP, and
there are no events or other circumstances of the Borrower that
would render it ineligible for a PPP loan.




 

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j.
Borrower is familiar and complies with the SBA affiliation rules
and regulations set forth in Title 13 Part 121 of the Code of
Federal Regulations (CFR) for purposes of obtaining the
Loan.

 


5.
Borrower attests that it has not retained any third party agent
assisting Borrower with its Loan application, the closing of the
Loan or otherwise serving as an intermediary, agent or broker in
any manner between Borrower and Lender in connection with the Loan
and on Borrower's behalf (including but not limited to accountants,
consultants, loan brokers and/or other individual or entity third
parties) (collectively "Third Party Agents") and further
understands, acknowledges and agrees:

 


a.
That (i) Lender does not and will not accept any unsolicited Loan
application referrals or any submissions on Borrower's behalf from
any such Third Party Agent(s) in connection with the Loan, and (ii)
Lender is not responsible, will not pay, and shall not be liable
for any Third Party Agent fees or charges which may be assessed or
claimed to be due and owing in connection with the Loan unless such
Third Party Agent(s) has been approved in writing by, and such
Third Party Agent is expressly authorized to collect fees from,
Lender prior to the acceptance of the Loan
application.

 


	
 

	
b. That
(i) no funded proceeds from the Loan may or will be used by
Borrower to pay the fees or charges of any Third Party Agent who is
assisting, or may have assisted, Borrower with the Loan
application, the closing of the Loan or otherwise served as an
intermediary or broker to submit the Loan application to Lender on
an applicant's behalf and (ii) any such Third Party Agent(s)
assisting Borrower in such regard are not permitted to collect fees
from, or be paid out, of any Loan proceeds.

 

c. That
(i) any fees or charges claimed by any Third Party Agent in
connection with the Loan are the sole and absolute responsibility
of Borrower and (ii) Borrower shall hold Lender harmless in
connection with any claim for such fees or charges asserted by any
Third Party Agent.






   



6.
Borrower further agrees to: (i) furnish and execute any documents
required by Lender to verify the truth and accuracy of any
information provided by Borrower in connection with the Loan
including, but not limited to, income, employment verifications and
tax documents; (ii) execute any document that should have been
signed at or before the Loan closing, re-execute any document
signed at or before the Loan closing and execute any document that
was incorrectly or incompletely prepared and signed at the closing,
including, but not limited to, correction notes, and other
correction instruments; and (iii) furnish any documents required by
Lender and/or comply with any conditions, work and/or
certifications set forth in the Loan application or Authorization.
It is further agreed by the Borrower that its failure to comply
with the covenants, representations and agreements herein shall
constitute an event of default under the note and this Agreement
executed in connection with the Loan and shall entitle Lender, its
successors or assigns, to any and all of the remedies available
upon default under such documents.


 




 

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   7.
Borrower expressly acknowledges receipt of the Equal Employment
Opportunity Poster (SBA Form 722) and agrees that Borrower shall
display the poster at its place(s) of business where it is clearly
visible to employees, job applicants, and the general
public.


 

8. Borrower
understands, acknowledges and agrees that Lender is relying solely
on Borrower's representations, warranties, certifications,
confirmations or other statements of, and information from, the
Borrower and/or any of its affiliates, officers, directors, owners,
principals, agents, and/or controlling persons as to the Borrower,
its business or activities, its eligibility for the proposed Loan,
its use of the proceeds or any other benefits of the Loan, the
existence of any hardship or other condition, the eligibility of
the Borrower for forgiveness of all or any portion of the Loan, the
amount of any Loan forgiveness, or any other matters of compliance
with the Act or SBA requirements without limitation or without
Lender's examination of any other information not included in the
Borrower's Loan application which may be in Borrower's
possession.

 

9. This
Agreement and any amendments hereto or document related hereto, to
the extent signed and delivered by electronic means (including
portable document format (.pdf)), shall be treated in all manner
and respects as an original and shall be considered to have the
same binding legal effects as if it were the original signed
version thereof delivered in person. No party hereto shall raise
the use of electronic means of delivery to deliver a signature or
the fact that any signature or document was transmitted or
communicated through the use of electronic delivery as a defense to
the formation of a contract and each such party forever waives any
such defense.


 




 



Borrower: PHARMA BIO SERV US
INC


	


By: /s/ Pedro J Lasanta
Robles

	


Date: April 23, 2020


	


Name: Pedro J Lasanta Robles

	
 


	


Its: CFO

	
 


	


   

	
 


	


Lender: Banco Popular de Puerto
Rico

	
 


	


   

	
 


	


By: /s/ Cinthia
Rivera

	


Date: April 23, 2020


	


Name: Cinthia Rivera

	
 


	


Its: Commercial Relationship Officer

	
 






 


 




 

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