BRIDGE LOAN AGREEMENT
THIS BRIDGE LOAN AGREEMENT (the "Agreement"), is entered into by and
between Pipeline Technologies, INC. F/K/A Wallstreet Racing Stables, Inc, a
Colorado corporation with its principal place of business located at 1001 Kings
Avenue, suite 200, Jacksonville, FL, 32207 (the "Company") and ______________who
resides at _______________ (the "Lender"), (individually referred to as the
"Party" and collectively referred to as the "Parties"), effective as of October
13, 2000.
RECITALS
WHEREAS, the Company is in the process of finalizing a $10,000,000 funding
with Global Development Group, Gmbh. as evidenced by a letter of commitment
dated October 10, 2000.
WHEREAS, the Lender desires to lend to the Company the amount of three
hundred thousand dollars ($300,000), which shall be repaid from the proceeds of
funding contemplated to be received at the closing of the financing with Global
Development Group, Gmbh.
NOW THEREFORE, in consideration of the Recitals that shall be deemed to be
a substantive part of this Agreement and the mutual covenants, promises,
agreements, contained in this Agreement, the parties hereby agree as follows:
ARTICLE I
Loan
1.1 Loan.
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The Lender will lend to the Company the amount of three hundred
thousand dollars ($300,000) (the "Principal Amount"). The Lender will
transfer the Principal Amount to the Company in collectable funds
promptly following execution of this Agreement by the Lender.
1.2 Repayment.
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Subject to Sec. 1.3 herein, repayment from the Company to the Lender
shall be due upon the closing of the Financing, or 30 days from the
effective date of this Agreement, whichever comes first. In the event
that the Financing does not occur within 30 days from the effective
date of this Agreement, the Parties agree to a 15 day extension of
such repayment. The repayment shall consist of:
a) The Principal Amount of $300,000;
b) 12% per annum interest (the "Interest"); and
c) Common Stock in the amount of 200,000 shares to be issued
pursuant to the loan closing.
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1.3 Conversion.
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a) In the event that the closing of the Financing does not occur
within the 30 day repayment period or the 15 day extension period
herein, the Lender shall have the option in its sole discretion
to either:
(i) demand the Company repay the full amount in cash, the
Principal Amount of $300,000, plus accrued interest at the
rate of 12% per annum;
or
(ii) convert the Principal Amount of $300,000, plus accrued
interest at the rate of 12% per annum, to shares of Common
Stock of the Company at the conversion rate of $0.50 per
share.
b) In the event that the Lender elects to convert the Principal
Amount plus Interest into shares of Common Stock, the Lender
shall give such notice to the Company upon expiration of the
repayment period and extension herein, and shall request
instructions from the Lender for the issuance of said stock of
the Company. The Lender shall receive 200,000 shares of Common
Stock of the Company bearing the restrictive legend as required
by Rule 144 of the Securities Act of 1933, and subject to any and
all restrictions as required by federal and state law. Any shares
of stock issued pursuant to this section shall have piggyback
registration rights in accordance with Sec. 1.4 herein.
c) Repayment in cash, or conversion into stock as stated herein,
shall be in complete and full satisfaction of the Company's
obligations to the Lender under this Agreement, and the Lender
shall not be entitled to any additional consideration including,
but not limited to, the granting of stock warrants.
1.4 Piggyback Registration Rights.
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The Company shall provide "piggyback" registration rights for the
shares to be acquired under this Agreement, on any registration
statement on an appropriate form filed subsequent to this Agreement.
Piggyback registration rights shall mean that, if at any time
subsequent to the effective date of this Agreement, the Company
proposes to register any of its common stock under the Securities Act
of 1933 in connection with a public offering of such common shares,
which would also permit registration of the common stock already
issued by the Company, the Company shall use its best efforts to cause
the shares to be registered. In the event that the registration herein
is for an offering involving an underwriting, the right to register
securities pursuant to this section shall be conditioned upon any
limitations and objections of the underwriter of the offering.
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ARTICLE II
General Provisions
2.1 Entire Agreement.
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This Agreement constitutes the entire understanding of the Parties
with regard to this Agreement and the subject matter herein. There are
no representations, promises, warranties, covenants or undertakings
other than those expressly set forth herein. No modification or
amendment of this Agreement shall be binding unless executed in
writing by all parties.
2.2 Headings.
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The subject headings of the paragraphs and subparagraphs of this
Agreement are included for purposes of convenience only, and shall not
affect the construction or interpretation of any of the provisions of
this Agreement.
2.3 Notices.
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Notices required or authorized hereunder shall be deemed given
sufficiently if in writing and sent by registered or certified mail,
return receipt requested and postage prepaid, or by tested telex,
telegram or cable to the addresses first stated above unless and until
one party notifies the other party of any change of address.
2.4 Severability.
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In the event that one or more of the provisions of this Agreement
shall be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby.
2.5 Waivers.
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No waiver of any provision of this Agreement shall be deemed a waiver
of any other provision, nor shall any single waiver constitute a
continuing waiver. The failure of any party as to seek redress for
violation of, or as to insist upon the strict performance of any
covenant or condition of this Agreement, shall not prevent a
subsequent act which would have originally constituted a violation,
from having the effect of an original violation.
2.6 Counterparts and Facsimiles.
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This Agreement may be executed in several counterparts, and as so
executed shall constitute one Agreement, binding on all parties
hereto, notwithstanding that all parties are not signatory as to one
original or the same counterpart. Facsimile signatures are acceptable.
2.8 Dispute The Parties agree that any dispute regarding this Agreement or
the subject matter herein shall be decided by binding arbitration to
be conduct ed in the state of Colorado by the American Arbitration
Association, and that the prevailing party shall be entitled to an
award of reasonable attorneys fees, costs and expenses.
2.9 Governing Law.
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This Agreement shall be construed under the laws of the State of
Colorado.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement, on the date first above written.
COMPANY: LENDER:
Pipeline Technologies, Inc.
By: By:
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Timothy Murtaugh, CEO
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