BRIDGE LOAN AGREEMENT
This Bridge Loan Agreement is made as of May 28, 1998 between Cavion Technologies, Inc., a Colorado corporation formerly known as Sigma com Corporation (the "Company"), and the investors listed on the SCHEDULE OF INVESTORS attached hereto (the "Investors").
Pursuant to the Investment Agreement dated as of August 1, 1996, the Investors (together with the William M. B. Berger Living Trust) provided letters of credit and certificates of deposit as security for the Company's credit facility with US Bank, formerly known as Colorado National Bank, and received stock in the Company. The Investors also were granted additional rights with respect to the Company and its other shareholders under the Investment Agreement, a Put Agreement between the Company and the Investors, a Share Escrow Agreement between the Company, the Investors, and Norwest Bank Colorado (as escrow agent), and a Subordination Agreement between the Company and its other shareholders (the "Shareholder Subordination Agreement"), each of which was dated as of August 1, 1996.
Management of the Company is now investigating the potential for anew equity investment or sale of the Company, but will not be able to complete any such transaction without an immediate infusion of short-term working capital. In order to provide for this need, the Investors and the Company are now entering into a bridge loan in the aggregate amount of$150,000, and related transactions, on the terms of this Agreement.
The Company is also anticipating possible additional bridge loans aggregating$150,000 or less by certain other persons identified in the SCHEDULE OF POSSIBLE ADDITIONAL INVESTORS (the "Additional Investors") attached hereto and possible further bridge loans by others who are presently shareholders of the Company (the "Other Shareholder Investors") in the amount of not more than$50,000 for each such Other Shareholder Investor (in each case, with the purchase of nonvoting shares with put). There is no assurance that any Additional Investor or any Other Shareholder Investor will make any such additional bridge loan, and the obligations of the Company and the Investors under this Bridge Loan and the instruments and agreements contemplated herein are not conditioned upon the making of any such additional bridge loan.
In consideration of the mutual covenants contained in this Agreement, it is agreed as follows:
1. INITIAL BRIDGE TRANSACTION. Concurrently with execution of this Agreement, each Investor will deliver to the Company funds equal to the "Loan Amount" listed on the Schedule of Investors, plus (as consideration for purchase of the Shares) funds equal to$0.01 times the "Share Amount" listed on the Schedule of Investors. Upon receipt of the funds, the Company will issue to each Investor:
(a) a Senior Promissory Note in the form attached as EXHIBIT A (which, with any notes on substantially the same terms that may be issued to any or all of the Additional Investors or the Other Shareholder Investors under bridge loan agreements on substantially the same terms as contained in this Agreement, are herein called the "Senior Notes"), in a principal amount equal to the "Loan Amount" listed on the Schedule of Investors;
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