LOAN AGREEMENT (Amendment 4) made effective January 22, 2016 (the "Effective
Date") between Mercuriali Ltd., a limited company incorporated pursuant to the
laws of England and Wales (hereinafter referred to as "Mercuriali") and Samuel
Asculai of the City of Toronto (hereinafter "Asculai") and Enhance Skin Products
Inc., a corporation incorporated pursuant to the laws of the State of Nevada
(hereinafter referred to as "Enhance")
WHEREAS Mercuriali, Asculai and Enhance are parties to a Loan Agreement dated
March 4, 2013 (hereinafter the "Loan Agreement"), a Loan Agreement (Amendment 1)
made effective September 20, 2013 (hereinafter "Amendment Agreement 1), a Loan
Agreement (Amendment 2) made effective March 3, 2014 (hereinafter "Amendment
Agreement 2) and a Loan Agreement (Amendment 3) made effective September 29,
2015 (hereinafter "Amendment Agreement 3);
AND WHEREAS Enhance and Vis Vires Group Inc. are parties to a Convertible
Promissory Note dated June 19, 2015 ("The Vis Vires Promissory Note") and a
Securities Purchase Agreement dated June 19, 2015 ("The Vis Vires Securities
Purchase Agreement");
AND WHEREAS the parties wish to amend the Loan Agreement, Amendment Agreement
1,Amendment Agreement 2 and Amendment Agreement 3;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as
follows:
1. Loan Amounts.
(a) As of October 31, 2015 ("Amended Reporting Date"), Asculai has loaned
Enhance $96,489 under the Loan Agreement (hereinafter the "Asculai Loan
Amount"). The Asculai Loan Amount will be increased by any amount loaned by
Asculai to Enhance since the Amended Reporting Date or during the term of this
Agreement.
(b) As of the Amended Reporting Date, Enhance owes Mercuriali
$214,832 under the Loan Agreement (hereinafter "the "Mercuriali Loan Amount")
and $14,940 under the Additional Mercuriali Loan Amount. The Mercuriali Loan
Amount will be increased in the event that Mercuriali loans additional monies to
Enhance since the Amended Reporting Date or during the term of this Agreement.
(c) Asculai and Mercuriali have agreed jointly or individually to increase the
additional loan under Amendment 3 from $45,000 to $90,000 ("The Additional
Asculai Loan Amount" and/or "The Additional Mercuriali Loan Amount") in the
event no additional third party monies are received.
2. Amendment to Conversion Loan Amounts.
Section 3 of the Loan Agreement, as amended by Amendment Agreements 1, 2 and/or
3, is amended by deleting it and replacing it with the following:
3. Conversion of Loan Amounts.
(a) Upon Enhance restructuring at least seventy five percent (75%) of its
outstanding debt substantially in accordance with the restructuring plan
approved by the Board of Directors of Enhance on February 13, 2013, Asculai
shall convert fifty percent (50%) of the Asculai Loan Amount into common shares
of Enhance at a conversion price of $0.00376 per share (the "Conversion Price").
Upon Enhance receiving aggregate Transaction Monies (as defined below in Section
3(h)) of at least two hundred and fifty thousand United States dollars
(US$250,000) the remainder of the Asculai Loan Amount (the