Subordinated Loan Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

SUBORDINATED LOAN AGREEMENT

This Subordinated Loan Agreement (the "Agreement") is made and entered into on this {{date_of_agreement}}

BETWEEN:

{{lender_company_name}}, a company duly incorporated and existing under the laws of {{lender_jurisdiction}}, with its principal place of business at {{lender_address}} (the "Lender");

AND

{{borrower_company_name}}, a company duly incorporated and existing under the laws of {{borrower_jurisdiction}}, with its principal place of business at {{borrower_address}} (the "Borrower").

Collectively referred to as the "Parties" and individually as a "Party".

1. LOAN AMOUNT AND ADVANCEMENT

1.1 The Lender hereby agrees to lend to the Borrower the principal amount of {{currency}} {{loan_amount}} (the "Principal Sum").

1.2 The Principal Sum shall be advanced to the Borrower on or before {{advance_date}} by way of {{payment_method}}.

2. INTEREST

2.1 The Principal Sum shall bear interest at a rate of {{interest_rate}}% per annum, calculated daily on the outstanding balance.

2.2 Interest shall be payable {{interest_payment_frequency}} commencing on {{first_interest_payment_date}}.

3. REPAYMENT

3.1 The Principal Sum and any accrued but unpaid interest shall be repaid by the Borrower to the Lender on the earlier of:

(a) {{repayment_date}}; or

(b) The occurrence of an Event of Default (as defined in Clause 6).

3.2 All payments shall be made by {{repayment_method}} to such account as the Lender may from time to time designate in writing.

4. SUBORDINATION

4.1 Notwithstanding any other provision of this Agreement, the Borrower agrees that its obligations to the Lender under this Agreement are subordinated and postponed to all present and future senior indebtedness of the Borrower.

4.2 In the event of any winding-up, dissolution, or liquidation of the Borrower, the Lender agrees that no payment of principal or interest on the Loan shall be made until all senior indebtedness of the Borrower has been paid in full.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each Party represents and warrants to the other that:

(a) It is duly incorporated and validly existing under the laws of its jurisdiction of incorporation.

(b) It has the power and authority to enter into and perform its obligations under this Agreement.

6. EVENTS OF DEFAULT

6.1 An "Event of Default" shall occur if:

(a) The Borrower fails to pay any amount due under this Agreement on the due date.

(b) The Borrower breaches any other term of this Agreement and fails to remedy such breach within {{cure_period}} days of receiving written notice from the Lender.

(c) The Borrower becomes insolvent or unable to pay its debts as they fall due.

7. GOVERNING LAW AND JURISDICTION

7.1 This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.

7.2 The Parties irrevocably submit to the exclusive jurisdiction of the courts of {{jurisdiction_for_disputes}} for the resolution of any dispute arising out of or in connection with this Agreement.

8. ENTIRE AGREEMENT

8.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

Signature Block

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

FOR THE LENDER:

_____________________________

Name: {{lender_signatory_name}}

Title: {{lender_signatory_title}}

Date: {{signature_date}}

FOR THE BORROWER:

_____________________________

Name: {{borrower_signatory_name}}

Title: {{borrower_signatory_title}}

Date: {{signature_date}}