8. Exemption and Costs – The investor relies on the insurance, guarantees and insurance contained in this loan agreement. The Company undertakes to exempt the Investor from all losses, damages, costs or expenses, including legal fees between a lawyer and his own client, resulting from or in conjunction with any of these insurances, guarantees or insurances that are false or not. The Entity shall also pay or reimburse the attorneys` fees, payments and expenses (including all applicable taxes) incurred by INVESTOR (i) in connection with the preparation of this Loan Agreement and the transactions provided for in the Loan Agreement and (ii) in the follow-up of its claims against the Company in the event of late payment due under this Loan Agreement. This is a simple convertible loan agreement that must be used when a shareholder lends money to a company, usually as a form of bridge financing, until an expected event takes place (for example. B the signing of a major commercial contract or a round of capital raising). 5. Security – The company`s lending obligations under the loan agreement take precedence over all other debts of the company. CONSIDERING that section 4 of the convertible loan agreement stipulates that the borrower may repay the loan from December 23, 2020 with accrued interest (“borrower on the date of conversion”). 16. Governing Law – This Loan Agreement (and all transactions, documents, instruments or other agreements provided for in this Loan Agreement) shall be construed and regulated exclusively by the laws of Quebec-Quebec-Quebeco-Quebec and the laws of Canada applicable therein, and the courts of Quebec (and, where applicable, the Supreme Court of Canada) shall have exclusive jurisdiction to adjudicate all disputes, which flow from this Treaty. The undersigned irrevocably undertakes the jurisdiction of these courts and accepts the opening of proceedings before these courts. However, this provision shall not be construed in such a way as to affect the investor`s rights to impose a judgment or arbitral award outside that province, including the right to register and enforce a judgment or arbitral award in another jurisdiction.
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