Interactive Strength, Inc 8-K, filed Oct 13, 2026
Interactive Strength, Inc. (TRNR)
About this 8-K
Interactive Strength, Inc filed this 8-K on October 13, 2026, reporting on events of September 30, 2026.
Interactive Strength Inc. exchanged $7,685,090 of convertible-note obligations for 768,509 Series R Convertible Preferred Stock. Wattbike substantially completed a refinancing providing aggregate financing of up to £1,375,000. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 1.02: Ended a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 3.02: Unregistered sale of equity
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
Exchange Agreements
On September 30, 2026, Interactive Strength Inc., a Delaware corporation (the “Company”), entered into an Exchange Agreement (each, an “Exchange Agreement”, and collectively, the “Exchange Agreements”) with each of the holders (each, a “Holder” and collectively, the “Holders”) of certain unsecured convertible notes (the “Remainder Notes”) issued under the Master Netting Agreements, dated June 13, 2025, by and among the Company, Interactive Strength Treasury, LLC and each of the Holders, which relates to senior convertible notes issued under the Securities Purchase Agreement, dated June 10, 2025, by and among the Company and the Holders.
Pursuant to the Exchange Agreements, each Holder agreed to exchange all outstanding obligations under its respective Remainder Note, including principal, interest and other amounts outstanding thereunder, in an aggregate amount outstanding of $7,685,090, for 768,509 shares of newly designated Series R Convertible Preferred Stock, $0.0001 par value per share (the “Series R Preferred Stock”) in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”)..
The closing of the exchange (the “Closing”) occurred on September 30, 2026.
Immediately following the issuance of 768,509 shares of Series R Preferred Stock (the “Series R Shares”), the Remainder Notes were cancelled, and the Series R Shares are immediately convertible in accordance with the Certificate of Designations (as defined in Item 5.03 below).
The Company agreed to reimburse the Holders $50,000 for the legal fees and expenses of the Holders’ counsel. The Company also agreed to reserve at all times 100% of the maximum number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issuable upon conversion of the Series R Shares and, if the authorized shares are insufficient, to take all necessary corporate action, including calling a stockholder meeting, to authorize and reserve a sufficient number of shares.
The Exchange Agreement also contains customary representations and warranties, covenants and indemnification obligations of the parties.
The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, a form of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Wattbike Refinancing
On October 1, 2026, the Company substantially completed the refinancing (the “Refinancing”) of the working capital facility agreement dated October 11, 2023 among a third-party lender (the “Prior Lender”), Wattbike Limited, a private limited company incorporated in England and Wales and a wholly owned subsidiary of the Company (“Wattbike”), and Wattbike IP Limited, a wholly owned subsidiary of the Company (“Wattbike IP Limited”) (the “Prior Facility”). In connection with the Refinancing of the Prior Facility, Wattbike, as borrower, entered into the Term Loan Agreement and the Invoice Discounting Agreement (each as defined below), providing for aggregate financing of up to £1,375,000 (approximately $1,825,200). Wattbike has also entered into the Master Loan Agreement (as defined below), under which the Inventory Lender (as defined below) is expected to fund an initial loan of £245,000 (approximately $325,200) on or prior to October 12, 2026, which will constitute the third and final financing in the Refinancing. On October 1, 2026, the outstanding obligations under the Prior Facility were repaid in full and the Prior Lender released its security interest in Wattbike’s book debts.
Term Loan Agreement
On August 24, 2026, Wattbike, as borrower, entered into a Fixed Sum Loan Agreement (the “Term Loan Agreement”) with a third-party lender (the “First Lender”), pursuant to which the First Lender agreed to make a term loan to Wattbike in the principal amount of £625,000 (approximately $829,600). The loan has a term of 24 months and is repayable in 24 equal monthly installments of £31,389.72 (approximately $41,700) each, commencing in September 2026. The total amount payable under the Term Loan Agreement is £781,478.28, consisting of the principal amount, interest of £128,353.28 and a documentation fee of £28,125. Wattbike may prepay the loan in full upon one month’s prior written notice by paying all arrears and an amount equal to the aggregate of the remaining scheduled payments, discounted at 2% per annum with quarterly rests, plus an administration fee. Overdue amounts bear interest at the Bank of England base rate plus 5% per annum. The Term Loan Agreement contains events of default, including, among others, payment defaults continuing for more than five days, uncured breaches, insolvency events, any direct or indirect change of ownership or control of Wattbike and a material adverse change in Wattbike’s business or financial position, upon the occurrence of which the First Lender may terminate the Term Loan Agreement and require immediate payment of all arrears and the discounted aggregate of the remaining scheduled payments. The Term Loan Agreement is governed by the laws of England and Wales.
Invoice Discounting Agreement
On October 1, 2026, Wattbike entered into an invoice discounting agreement (the “Invoice Discounting Agreement”) with a third-party finance provider (the “Second Lender”), pursuant to which the Second Lender agreed to purchase Wattbike’s existing and future trade receivables, subject to a facility limit of £750,000 (approximately $995,600). The Second Lender makes initial payments to Wattbike of up to 80% of the gross book value of approved receivables, subject to a customer concentration limit of 30% of approved receivables outstanding. Wattbike pays a discount charge of 2.75% per annum above NatWest Bank Plc’s base rate on funds in use, a facility charge of 0.5% of the gross book value of receivables and a minimum annual charge of £12,000, together with other customary fees. Wattbike collects receivables as the Second Lender’s undisclosed agent, with collections paid into a trust account controlled by the Second Lender, and receivables that remain unpaid after the fifth day of the fourth month following the invoice date are subject to recourse against Wattbike. Either party may terminate the Invoice Discounting Agreement upon three months’ written notice at any time after October 1, 2027, and the Second Lender may terminate the Invoice Discounting Agreement immediately upon specified events, including, among others, Wattbike’s breach or insolvency, a substantial change in the nature, ownership or control of Wattbike’s business, and a change in Wattbike’s financial position that the Second Lender believes puts payment at risk. Upon termination, Wattbike is required to repurchase all outstanding receivables. Wattbike’s obligations under the Invoice Discounting Agreement are secured by a debenture granted by Wattbike and guaranteed by the Company, Wattbike (Holdings) Limited and Wattbike IP Limited, with each of Wattbike (Holdings) Limited and Wattbike IP Limited also granting a debenture, and supported by personal indemnities from Trent Ward, the Company’s Chief Executive Officer, and Stephen Loftus, Wattbike’s Chief Executive Officer. The Invoice Discounting Agreement is governed by the laws of England and Wales.
Master Loan Agreement
On September 28, 2026, Wattbike, as borrower, entered into a Master Loan Agreement (together with the related offer letter dated August 24, 2026, the “Master Loan Agreement”) with a third-party lender (the “Third Lender”), pursuant to which the Third Lender made available to Wattbike a sterling multiple drawdown term loan facility in an aggregate amount of up to £750,000 (approximately $995,600) to fund Wattbike’s purchase of goods. As of the date of this Current Report on Form 8-K, no loans have been made under the Inventory Loan Agreement, and, subject to the satisfaction of the applicable conditions to drawdown, the Third Lender is expected to make an initial loan to Wattbike of £245,000 (approximately $325,200) on or prior to October 12, 2026. Each loan is paid through a lender-managed account in Wattbike’s name to the applicable supplier and must be repaid in a single payment upon the earlier of the sale of the goods purchased with such loan and 180 days after the drawdown notice for such loan. Amounts repaid may be reborrowed during the facility on a revolving basis up to the facility limit. Loans bear interest at 1.85% per month, payable in arrears every 30 days, and overdue amounts bear additional interest at 0.658% per 30 days. Notwithstanding the foregoing, all obligations under the Inventory Loan Agreement are payable upon the Third Lender’s demand, whether or not an event of default has occurred. Wattbike’s obligations under the Inventory Loan Agreement are secured by a debenture granting the Third Lender fixed and floating charges over all of Wattbike’s business, assets and undertaking. The Inventory Loan Agreement contains representations and warranties, covenants, including restrictions on Wattbike’s ability to grant liens, incur additional indebtedness and make loans or guarantees without the Third Lender’s prior written consent, and events of default, including payment defaults, cross-defaults to other indebtedness, insolvency events and changes in the nature of Wattbike’s business, upon the occurrence of which the Third Lender may cancel the facility and declare all outstanding amounts immediately due and payable. The Inventory Loan Agreement is governed by the laws of England and Wales.
The foregoing descriptions of the Term Loan Agreement, the Invoice Discounting Agreement and the Master Loan Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are attached as Exhibits 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth under “Wattbike Refinancing” in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. On October 1, 2026, in connection with the Refinancing, the outstanding obligations under the Prior Facility were repaid in full and the Prior Facility was terminated. In connection with such termination, Wattbike paid the Prior Lender an exit fee of £85,000 (approximately $112,800) in accordance with the terms of the Prior Facility. Wattbike did not incur any other early termination penalties in connection with the repayment of the Prior Facility.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under “Wattbike Refinancing” in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under “Exchange Agreements” in Item 1.01 and in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
The Series R Shares were issued, and any shares of Common Stock issuable upon conversion thereof will be issued, in reliance on the exemption from the registration requirements of the Securities Act, contained in Section 3(a)(9) thereof, on the basis that the issuance constituted an exchange with existing security holders and no commission or other remuneration was paid for soliciting the exchange.
As of September 30, 2026, the Company had 1,619,907 shares of Common Stock outstanding.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. The Series R Preferred Stock ranks senior to the Common Stock as to liquidation preference and has protective provisions restricting dividends on, and purchases, repurchases or redemptions of, Junior Stock (as defined in the Certificate of Designations).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 30, 2026, the Company’s board of directors (the “Board”) approved, and the Company filed with the Secretary of State of the State of Delaware, a Certificate of Designations of Rights and Preferences of Series R Convertible Preferred Stock of Interactive Strength Inc. (the “Certificate of Designations”) designating 768,509 shares of Series R Preferred Stock.
The Series R Preferred Stock has a stated value of $10 per share. Dividends on the Series R Preferred Stock are payable only when and as declared by the Board. At any time after issuance, each share of Series R Preferred Stock is convertible at the option of the holder into shares of Common Stock in an amount equal to the conversion amount (consisting of the stated value, any declared and unpaid dividends and other amounts owed under the Certificate of Designations or other transaction documents) of such share of Series R Preferred Stock (the “Conversion Amount”) divided by a conversion price of $2.83. The conversion price is subject to proportional adjustment for stock splits, combinations and similar events, and to a good-faith adjustment by the Board for other dilutive events; subject to Nasdaq rules, the Company may voluntarily reduce the conversion price.
The Series R Preferred Stock is subject to a 4.99% beneficial ownership limitation, which may be increased by a holder to a maximum of 9.99%, with any increase becoming effective on the 61st day after notice to the Company. Following receipt of a conversion notice, the Company is required to deliver the applicable shares of Common Stock by the first trading day thereafter.
The Series R Preferred Stock does not have any voting rights other than those required by law or the Company’s Certificate of Incorporation, as amended.
Upon any liquidation, dissolution or winding up of the Company, the Series R Preferred Stock ranks senior to Junior Stock and is entitled to a liquidation preference equal to the greater of 100% of the applicable Conversion Amount and the amount that would be payable on an as-converted basis. The holders of Series R Preferred Stock are entitled to participate in purchase rights and distributions on an as-converted basis.
The Certificate of Designations is governed by the laws of the State of Delaware. The foregoing description of the Certificate of Designations does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designations, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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3.1 |
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10.1 |
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10.2# |
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Fixed Sum Loan Agreement, dated August 24, 2026, by and the lender party thereto. |
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10.3# |
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10.4# |
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Cover Page Interactive Data File (embedded within the Inline XBRL Document). |
# Certain identified information has been omitted from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential. The registrant agrees to furnish supplementally an unredacted copy of this exhibit to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Interactive Strength Inc. |
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Date: |
October 13, 2026 |
By: |
/s/ Caleb Morgret |
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Chief Financial Officer |
CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF
SERIES R CONVERTIBLE PREFERRED STOCK OF
INTERACTIVE STRENGTH INC.
I, Trent Ward, hereby certify that I am the Chief Executive Officer of Interactive Strength Inc. (the “Company”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby certify:
That pursuant to the authority expressly conferred upon the Board of Directors of the Company (the “Board”) by the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and Section 151(g) of the DGCL, the Board on September 30, 2026 adopted the following resolution determining it desirable and in the best interests of the Company and its stockholders for the Company to create a series of seven hundred and sixty-eight thousand five hundred and nine (768,509) shares of preferred stock designated as “Series R Convertible Preferred Stock”, none of which shares have been issued, to be issued pursuant to the Exchange Agreement, in accordance with the terms of the Exchange Agreement:
RESOLVED, that pursuant to the authority vested in the Board, in accordance with the provisions of the Certificate of Incorporation, a series of preferred stock, par value $0.0001 per share, of the Company be and hereby is created pursuant to this certificate of designations (this “Certificate of Designations”), and that the designation and number of shares established pursuant hereto and the voting and other powers, preferences and relative, participating, optional or other rights of the shares of such series and the qualifications, limitations and restrictions thereof are as follows:
TERMS OF SERIES R CONVERTIBLE PREFERRED STOCK
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ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES R CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 4(c)(iii) THEREOF. THE NUMBER OF SHARES OF SERIES R CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES R CONVERTIBLE PREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 4(c)(iii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES R CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.
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IN WITNESS WHEREOF, the Company has caused this Certificate of Designations of the Certificate of Incorporation of Interactive Strength Inc. to be signed by its Chief Executive Officer on this 30th day of September, 2026.
INTERACTIVE STRENGTH INC.
By: _/s/ Trent Ward_________________________
Name: Trent Ward
Title: Chief Executive Officer
EXHIBIT I
INTERACTIVE STRENGTH INC.
CONVERSION NOTICE
Reference is made to the Certificate of Designations of the Certificate of Incorporation of Interactive Strength Inc., a Delaware corporation (the “Company”) establishing the terms, preferences and rights of the Series R Convertible Preferred Stock, $0.0001 par value (the “Preferred Shares”) of the Company (the “Certificate of Designations”). In accordance with and pursuant to the Certificate of Designations, the undersigned hereby elects to convert the number of Preferred Shares indicated below into shares of common stock, $0.0001 value per share (the “Common Stock”), of the Company, as of the date specified below.
Date of Conversion: |
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Aggregate Stated Value of such Preferred Shares to be converted: |
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Aggregate accrued and unpaid Dividends with respect to such Preferred Shares to be converted: |
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AGGREGATE CONVERSION AMOUNT TO BE CONVERTED: |
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Please confirm the following information: |
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Conversion Price: |
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Number of shares of Common Stock to be issued: |
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Please issue the Common Stock into which the applicable Preferred Shares are being converted to Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: |
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EXHIBIT II
ACKNOWLEDGMENT
The Company hereby acknowledges this Conversion Notice, (b) certifies that the above indicated number of shares of Common Stock [are][are not] eligible to be resold by the applicable Holder either (i) pursuant to Rule 144 (subject to such Holder’s execution and delivery to the Company of a customary 144 representation letter) or (ii) an effective and available registration statement and (c) hereby directs _________________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _____________, 20__ from the Company and acknowledged and agreed to by ________________________.
INTERACTIVE STRENGTH INC.
By:
Name:
Title:
FORM OF EXCHANGE AGREEMENT
This Exchange Agreement (the “Agreement”) is entered into as of the date set forth on the signature pages below, by and among Interactive Strength Inc., a Delaware corporation with offices located at 1005 Congress Avenue, Suite 925, Austin, TX 78701 (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts:
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:
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[NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
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If to the Company:
Interactive Strength Inc.
1005 Congress Ave, Suite 925
Austin, TX 78701
Telephone: (512) 885-0035
Attention: Chief Executive Officer
Email: trent@interactivestrength.com
With a copy (for informational purposes only) to:
Lucosky Brookman, LLP
101 Wood Avenue South
Fifth Floor
Wood Bridge, NJ 08830
Telephone: (732) 395-4400
Attention: Steven Lipstein and Rodrigo Sanchez
E-Mail:slipstein@lucbro.com and rsanchez@lucbro.com
If to the Transfer Agent:
Equiniti Trust Company, LLC
48 Wall Street, Floor 23
New York, NY 10005
Telephone: (347) 415-6797
Attention: Cynthia Armenia
Email: cynthia.armenia@equiniti.com
If to the Holder:
[HOLDER]
[ADDRESS]
Telephone: [PHONE]
Attention: [NAME]
E-Mail: [EMAIL]
With a copy (for informational purposes only) to:
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[COUNSEL]
[ADDRESS]
Telephone: [PHONE]
Attention: [NAME]
E-Mail: [EMAIL]
or to such other mailing address and/or e-mail address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s e-mail containing the time, date and recipient’s e-mail or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by e-mail or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.
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IN WITNESS WHEREOF, the Holder and the Company have executed this Agreement as of the date set forth on the signature page of the Holder below.
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COMPANY: INTERACTIVE STRENGTH INC.
By: /s/ Trent Ward Name: Trent Ward Title: Chief Executive Officer |
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IN WITNESS WHEREOF, the Holder and the Company have executed this Agreement as of September 30, 2026.
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HOLDER: [HOLDER]
By: Name:
Aggregate Outstanding Amount of Holder Note (Including Principal and Accrued Interest thereunder) as of the date hereof:
Aggregate Number of New Preferred Shares: Jurisdiction:
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DOCPROPERTY DOCXDOCID DMS=NetDocuments Format=<<ID>>v.<<VER>> \* MERGEFORMAT 4903-2037-2181v.6
Exhibit 10.2
FIXED SUM LOAN AGREEMENT (UNREGULATED/BUSINESS EXEMPT)
[LENDER] ("we", "us", "our")
AGREEMENT No. PWO539370
THIS FIXED SUM LOAN AGREEMENT is made between [LENDER] [ADDRESS] (Company Number: [NUMBER]) and the undernoted ("you"/"your").
Full Business Name: WATTBIKE LIMITED
Business Address: Unit 13 Nottingham South & Wilford Industrial Estate, Ruddington Lane, West Bridgford, Nottingham, Nottinghamshire, NG11 7EP
Telephone: 01159455450
Company Reg No: 05554245
Email Address: caleb@interactivestrength.com
FINANCIAL INFORMATION
Loan Amount |
a |
£625,000.00 |
Interest |
b |
£128,353.28 |
Documentation Fee |
c |
£28,125.00 |
Total Amount Payable |
a + b + c = d |
£781,478.28 |
Term (in words) |
|
24 Months |
PAYMENT SCHEDULE
Number |
Frequency |
Payment |
10 |
N/A |
£0.00 |
24 |
Monthly |
£31,389.72 |
The first Payment together with the Documentation Fee set out above will be due from you as indicated: [X] 1 month(s) after the Date of this Agreement / on the Date of this Agreement / on such date as we shall inform you in writing. All subsequent Payments will be payable at the Frequency shown above in each month, quarter or year as shown.
Declaration for exemption relating to businesses (Articles 60C and 60O of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001)
I am/we are entering this agreement wholly or predominantly for the purposes of a business carried on by me/us or intended to be carried on by me/us. I/We understand that I/we will not have the benefit of the protection and remedies that would be available to me/us under the Financial Services and Markets Act 2000 or under the Consumer Credit Act 1974 if this agreement were a regulated agreement under those Acts. I/We understand that this declaration does not affect the powers of the court to make an order under section 140B of the Consumer Credit Act 1974 in relation to a credit agreement where it determines that the relationship between the lender and the borrower is unfair to the borrower. I am/We are aware that, if I am/we are in any doubt as to the consequences of the agreement not being regulated by the Financial Services and Markets Act 2000 or the Consumer Credit Act 1974, then I/we should seek independent legal advice.
Important: How we use your personal information
By signing this application you acknowledge and agree that:
the information about you in this form may be passed to and/or used for any purpose set out below and/or connected to this agreement and its performance by other companies in our group of companies, the supplier of equipment or services, debt collection agencies, credit reference agencies ("CRAs") and
fraud prevention agencies, any assignee of our rights under this Agreement and/or any third party involved in the arrangements by which we fund the provision of finance facilities (either now or at any time in the future);
your information may be used to carry out "know your client" procedures, help make credit decisions about you, for fraud prevention, and to administer the agreement and the services provided;
we may search your records at one or more CRAs, who will add to your record details of our search and your credit application;
details of your agreement with us and your payment history may be added to your records at the CRAs, and can then be used by us and other organisations to make assessments in the future;
a joint application, and any reference in your application to a business or financial partner, may result in the CRAs associating you with the other party when future applications by either of you are considered;
we may use a credit scoring or other automated decision making system when assessing your application;
any other person whose information is disclosed by you in this form has consented to its use as set out above.
The data protection information in this Agreement is in addition to the information contained in the fair processing notice provided to you separately.
Important: Please read the Agreement terms and conditions before signing this Agreement.
Your Signature: Sign this Agreement only if you want to be bound by its terms
Signature of Borrower(s) |
Trent Ward (signed electronically) |
Name |
Trent Ward |
Date |
06-08-2026 |
Acceptance by [LENDER] |
[NAME] (signed electronically), Authorised signatory for and on behalf of [LENDER] |
Date (the Date of this Agreement) |
24-08-2026 |
[LENDER INFORMATION]
Page 1 of 2 ULoan/v.2.0/0721
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Your acknowledgements
You apply to us on behalf of ourselves, our successors, assigns and transferees to borrow the Loan Amount stated above. If we accept your application we will do so in reliance upon your acknowledgment by signing this Agreement that:
1. you have read and understood the Terms and Conditions and the statements and information above and below;
2. all the information above is accurate and was complete at the time of signature;
3. this Agreement may be signed by you and by us by way of electronic signature, as defined in section 7(2) of the Electronic Communications Act 2000;
4. you are entering into this Agreement for the purposes of your business;
5. you understand personal information has been given to us for the purposes of this Agreement and that you have read and understand the box above entitled "Important: Use of your Information" and agree to us using it for the purposes set out;
6. where you are a sole trader or a partnership consisting of less than four partners, the declaration for exemption relating to businesses above applies; and
7. this is the whole agreement between us.
Terms and Conditions
1. LOAN
1.1. We are lending you the Loan Amount shown overleaf and you are borrowing it for the purposes of your business only.
1.2. This Agreement is entered into by us on behalf of ourselves, our successors, assigns and transferees.
2. PAYMENTS
You must pay the Payments, the Documentation Fee and the other sums payable and to become payable under this Agreement by direct debit punctually at the times specified in this Agreement without previous demand, set off, counterclaim or deduction and as an essential condition of this Agreement. If payment is made by post, it will be at your risk. An administration charge of £15.00 is payable on payments made other than by direct debit. You agree to waive your right to receive notice of any amendment to a variable direct debit.
3. TERMINATION AND EARLY SETTLEMENT
3.1. If any of the following events occur, this will be considered a serious breach of this Agreement and we will be entitled to terminate this Agreement:
(a) a default by you in the payment of any money due under this Agreement for more than 5 days after the due date; or
(b) you fail to remedy any breach of this Agreement or any other agreement between us and you other than a breach relating to the payment of money, within 10 days of written notice from us requiring the breach to be remedied; or
(c) (i) an administration, winding up, bankruptcy or sequestration order is made in respect of you, or a receiver, administrator or administrative receiver or similar officer is appointed over any of your assets or any steps are taken by any person (including by you) with a view to the appointment of any of the foregoing, or you are deemed unable to pay your debts or become apparently insolvent, or there is a meeting of your creditors, or a scheme of arrangement, debt management plan, or composition is made with your creditors or (ii) (if you are a company), you are liquidated or wound up or pass a resolution for voluntary winding up (other than for a bona fide reconstruction approved by us), or (iii) (if you are a partnership), the partnership is dissolved or terminated or (iv) being an individual, you die, or (v) you cease or threaten to cease trading, or dispose of a substantial part of your business, or (vi) there is a change of ownership or control (whether direct or indirect) of you; or
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(d) we become entitled to terminate any other hire, hire purchase, loan or other finance agreement we may have entered into from time to time with you; or
(e) any guarantee we have of your liabilities is not or ceases to be valid, binding or enforceable or any of the events referred to in 3.1(c) happen in relation to a guarantor; or
(f) we have reason to believe that information which you provided to us and on which we relied when deciding whether to enter into this Agreement was substantially incorrect at the date of your signature(s); or
(g) we have reason to believe that there has been a material adverse change in your business or financial position from that existing at the Date of this Agreement.
3.2. On our terminating this Agreement under clause 3.1, you must pay to us immediately: (a) all arrears of Payments and other sums due to us at the date of termination, together with any interest, costs, charges and expenses which have been incurred by us under this Agreement; and (b) a sum equal to the aggregate of all Payments which would, but for such termination or repudiation, have fallen due for payment during the remainder of the Term discounted at 2% per annum with quarterly rests.
3.3. You may settle this Agreement before the end of the Term by giving us not less than 1 month notice in writing. The settlement will be effective only when you have paid to us the sums referred to in clause 3.2 in full. We may also charge you an administration fee of £45.00 plus VAT to cover our processing costs.
4. LATE PAYMENT, ETC.
4.1. If you are late in paying any sum due to us under this Agreement, you must pay to us on demand any cost or expense incurred by us in obtaining payment together with interest on the overdue sums at Bank of England Base Rate plus 5% per annum on a day-to-day basis from the due date until the date of payment after as well as before judgment. You must also pay us £10.00 for each telephone call in respect of default, £20.00 for each missed payment and £30.00 for each default letter issued together with other reasonable costs (including, but not limited to, costs of letters, tracing fees, debt collection agency and legal costs) which we incur.
5. SECURITY
5.1. This clause 5 will apply only if you use the loan provided under this Agreement to purchase any policy of insurance from time to time (including any renewal of any insurance policy) (each a "Relevant Policy" and together the "Relevant Policies").
5.2. As security for the payment of all amounts that you are at any time required to pay under this Agreement, by signing this Agreement you (a) grant us a first ranking charge over, and (b) assign all of your remaining rights, title, interest and benefit in and to the Relevant Policies from time to time including (without limitation) all rights to and interest in (i) all sums payable under the Relevant Policies (including refunds); and (ii) the right to cancel and/or enforce the Relevant Policies. In addition, by entering into this Agreement you direct your insurer and/or the FSCS (as applicable) to pay to us any sum which you are entitled to receive in connection with a Relevant Policy. If any event listed in clause 3 occurs whilst any balance is outstanding under this Agreement, and after the expiry of any relevant notice period, we shall be entitled to take all necessary steps in connection with the Relevant Policies as are necessary to protect us. These steps may include: (i) taking possession of the Relevant Policies and retaining them (either ourselves or through a broker or agent on our behalf) until that balance has been repaid in full; (ii) notifying your insurer (if we have not done so already) as to our interest in the Relevant Policies; (iii) cancelling a particular Relevant Policy and receiving any refund due; or (iv) taking steps to enforce a Relevant Policy and recovering the proceeds. This will mean that you do not receive any amounts paid in connection with the Relevant Policies until we have been repaid in full.
6. GENERAL
6.1. No forbearance or delay by us in enforcing any part of this Agreement or any of our rights or remedies and no grant of time or indulgence by us shall prejudice or diminish our rights or remedies nor shall any waiver by us of any breach by you operate as a waiver of any subsequent or continuing breach.
6.2. Any document or notice we give you under or in connection with this Agreement will be validly given if sent either by first class post to your usual or last known place of business, or by email to the email address specified overleaf or such other email address as you may notify to us from time to time. Such document or
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notice shall be deemed to have been received by you forty-eight hours after posting if sent by post or, if sent by email, on the working day following the day on which the email was sent.
6.3. If more than one person entered into this Agreement as borrower, you are jointly and severally liable for the Borrower's obligations.
6.4. Clause headings appear for ease of reference only and do not affect the construction of this Agreement.
6.5. This Agreement contains all the terms of the loan agreed between us. No variation of this Agreement shall be effective unless recorded in writing and signed on behalf of both parties.
6.6. Legality: If any provision in this Agreement shall be held to be invalid, illegal or unenforceable, it shall be deemed severable from, and shall not affect, the remaining provisions of this Agreement.
6.7. No Assignment: Your rights and obligations under this Agreement cannot be transferred. We may assign our rights and transfer obligations under this Agreement.
6.8. Rights of Third Parties: A person who is not a party to this Agreement shall have no right to enforce any terms of it under the Contracts (Rights of Third Parties) Act 1999.
6.9. This Agreement may be signed by you and by us by way of electronic signature, as defined in section 7(2) of the Electronic Communications Act 2000.
6.10. This Agreement shall be governed by, and construed in accordance with, English law. The courts of England shall have exclusive jurisdiction in relation to all matters which may arise out of or in connection with this Agreement.
DISPUTE RESOLUTION
6.11. If you have a problem and we are unable to resolve your complaint internally to your satisfaction, you may, if you are an Eligible Complainant, be able to refer it to the Financial Ombudsman Service in writing at Exchange Tower, London E14 9SR, by calling 0800 0234 567 or emailing complaint.info@financial-ombudsman.org.uk. More information is available at www.financial-ombudsman.org.uk.
CREDIT REFERENCE AGENCIES
If we decide not to proceed with this Agreement on the basis of the information about you obtained from a credit reference agency, we shall inform you of this and give you the particulars of the relevant credit reference agency, including its name and address. If you wish to know which credit reference agencies have been supplied with your details or further information about how they are used, or you would like a copy of the information we hold about you (a small fee may apply), write to: The Data Protection Controller, at our address listed overleaf.
[LENDER INFORMATION]
Page 2 of 2 ULoan/v.2.0/0721
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Exhibit 10.3
[LENDER]
INVOICE DISCOUNTING AGREEMENT
We, [LENDER] (Company No.: [NUMBER]), whose registered address is at [ADDRESS] hereby agree with you, Wattbike Limited (Company No.: 05554245) of Unit 13 Nottingham South & Wilford Industrial Estate, Ruddington Lane, West Bridgford, Nottingham, Nottinghamshire, England, NG11 7EP that we shall provide you with Invoice Discounting facilities as requested by you upon the following terms and conditions:
"Completion Date" |
is 01/10/2026 |
"Credit Protection" |
is included |
"Customer Concentration" |
is 30 per cent of all Approved Debts which remain outstanding at any time |
"Discount Charge" |
is 2.75 per cent per annum above NatWest Bank Plc's base rate |
"Facility Charge" |
is 0.5 per cent of the Gross Book Value of all Debts |
"Facility Limit" |
is £750,000 |
"Initial Payment" |
is up to 80 per cent of the Gross Book Value of a Debt |
"Minimum Annual Charge" |
is £12,000 charged at £1,000 per month |
"Recourse Date" |
is the fifth day of the fourth month following the Invoice date |
"ReInvoice Discounting Date" |
is the fifth day of the fourth month following the month in which a Debt arises when such Debt still remains outstanding |
"ReInvoice Discounting Fee" |
is 1 per cent of the Gross Book Value of a Debt per month or part |
"Set-up Fee" |
is £500 |
The headings to clauses in this Agreement are for ease of reference only and do not affect or limit the meaning or extent of those clauses. Any Schedules, whenever dated, form part of this Agreement as if set out in full here and reference to this Agreement includes any. Definitions used in this Agreement are set out in clause 19 and in the panel set out above.
1 Invoice Discounting
1.1 You agree to Discount and we agree to buy all Debts owing to you at the Completion Date and all Debts arising throughout the duration of this Agreement together with all your Related Rights relating to such Debts. Whilst this Agreement continues you will not Discount, factor, sell, assign, charge or transfer any Debt or its Related Rights to any other person.
1.2 The ownership of each Debt and its Related Rights will vest in us automatically upon the Debt coming into existence or in the case of Debts owing to you at the Completion Date on that date. If for any reason any Debt and its Related Rights shall fail to vest in us effectively you shall hold such Debt and Related Rights on trust for us.
1.3 Forthwith on the Completion Date and as soon as a Debt arises you will Notify us of each Debt (in the way and form we specify) together with whatever evidence we may require of delivery of goods or performance of services in respect of that Debt.
1.4 We grant you authority to issue necessary credit notes for normal business purposes provided that you also deliver to us promptly copies of all credit notes issued and do not issue credit notes in excess of £1,000 without our prior written approval.
1.5 If we so request you will, at your expense, both before and after termination of this Agreement, execute, stamp and deliver to us a deed in a form that we approve legally assigning to us any Debt and its Related Rights and deliver to us any instrument, policies, deeds or securities included therein with any requisite endorsement or signature.
2 Disclosure
You will ensure that every Invoice or other notice requiring payment of a Debt is clearly endorsed to the effect that the relevant Debt has been Discounted, and payment is only to be made to us.
We may at any time give notice of Invoice Discounting to your Customers on your behalf and at your expense.
3 Disapproval and Approval
We may at the time of Notification or later by writing to you or by posting on your online access Disapprove any Debt by reason of age, dispute, funding limit or otherwise and at our discretion Approve any Disapproved Debt. If we Disapprove a Debt any Initial Payment made against such Debt becomes repayable to us immediately.
4 Payments
4.1 An Initial Payment less the Facility Charge will be made available to you as soon as we receive Notification in the case of an Approved Debt or when we Approve a Disapproved Debt.
4.2 We may withhold any Initial Payment:
(i) at the time of Notification, until we are satisfied with our enquiries as to the status of the Debt;
(ii) at any time, if it would mean that the Facility Limit or Customer Concentration for the relevant Customer would be exceeded if it were paid to you. Funding will become available once the Debt falls within the relevant limits.
4.3 A Second Payment will be made available to you in respect of payments received by us from your Customers as soon as we receive confirmation of cleared funds at our bank. In our discretion such payments may be deemed cleared four days after receipt.
4.4 All payments will be made to you in sterling unless otherwise agreed between us.
4.5 All payments will be made by BACS, faster pay or CHAPS. Each of these will attract a charge detailed in the Tariff.
5 Charges
5.1 You will pay to us:
(i) a Facility Charge for each Notified Debt calculated at the rate shown on the first page of this Agreement;
(ii) a Discount Charge referred to on the first page of this Agreement calculated at its daily equivalent on the excess of the total amount we have paid you plus our charges over the total amount received by us in respect of Notified Debts. Any payment to you of funds received before clearance will carry an additional discount charge for two days;
(iii) a Set-up Fee for establishing this facility in the amount shown on the first page of this Agreement, on the Completion Date;
(iv) a ReInvoice Discounting Fee at the rate shown on the first page of this Agreement, payable on the fifth day of each month, where any Customer has not by the ReInvoice Discounting Date paid us the Gross Book Value of a Debt whether Approved or Disapproved and we have not re-assigned the Debt to you;
(v) if this Agreement is terminated otherwise than by full notice at any time after the first anniversary of the Completion Date in accordance with clause 13.1, a sum equal to the amount by which the relevant proportion of the Minimum Annual Charge for the period from termination until the earliest date thereafter upon which this Agreement could have been terminated exceeds the Facility Charges payable for that period;
(vi) any of the standard charges payable in providing this facility as set out in our Tariff;
(vii) any external legal and other costs, on a full indemnity basis, incurred by us in entering into or in enforcing this Agreement including, if necessary, the collection of Debts due to us.
5.2 Any amount payable to us under the provisions of this Agreement is due and payable immediately unless otherwise provided.
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5.3 Any sums due from you to us shall until payment or set-off carry interest at a rate equivalent to the Discount Charge.
6 Collections
6.1 Until we tell you otherwise in relation to any Debt you do not have to give a notice of Invoice Discounting to your Customers, the first paragraph of clause 2 shall not apply, and you will deal with the collection of all outstanding Debts.
6.2 You agree to act confidentially as our undisclosed agent, at your expense, and as directed by us, to:
(i) administer all accounts of Customers in relation to Debts;
(ii) collect in and enforce payment of all outstanding Debts;
(iii) send out statements and reminders to your Customers;
(iv) deal with all Related Rights on our behalf and for our benefit;
(v) instruct your Customers to make all payments to the trust bank account we set up in your name; and
(vi) remit into the trust account all monies relating to Debts or Related Rights.
6.3 You undertake that you will not hold yourself out as our agent for any purpose other than as set out in clause 6.2 above, unless we agree with you otherwise in writing.
6.4 You will act properly and diligently in undertaking your duties as our agent and in particular you will maintain accurate and secure records in relation to the Debts and Related Rights.
6.5 You will within 10 days of the end of each month deliver to us, in a format agreed with us, an aged analysis of your purchase ledger together with the following:
(i) the sales ledger detailing all outstanding Debts on the last day of the previous month (or such other day as we tell you) with the invoice date of each Debt;
(ii) the relevant control account for the previous month reconciling the final balance with the sales ledger balance; and
(iii) copies of all statements sent or to be sent to your Customers showing details of each outstanding Debt by invoice and credit note and the full name and address of each Customer;
save that we may at our discretion decide not to require the preceding three categories of material until we so notify you in writing.
6.6 Until we have received all of the information referred to in clause 6.5 and we are satisfied with it, we may withhold any Initial Payment or other payment due to you or increase any reserve as we think fit.
6.7 This type of facility is dependent upon your exercising appropriate control over the collection of Debts from your Customers. You will ensure that your debt turn does not exceed the Agreed Debt Turn Target (the average number of days within which your Customers must pay Debts as agreed between us in writing) at any time. We may reduce the Initial Payment if your debt turn exceeds the Agreed Debt Turn Target.
6.8 Whilst acting as our agent you will ensure that:
(i) all monies received by you on account of the payment of any Debts will immediately be paid directly into our trust account or as otherwise directed by us into another bank account that we specify to you in writing;
(ii) any payments received into your bank account from Customers will be transferred immediately to our bank account and you agree to give an irrevocable letter of instruction to your bankers to ensure such transfer;
(iii) you will send to us each day copies of all remittance advices, cheques, transfer authorities and paying-in slips duly stamped by the relevant branch covering all payments received in relation to Debts;
(iv) all bank charges are for your account; and
(v) every bank at which you hold an account will send to us each week a copy of your relevant statements within seven days of the date of such statements.
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6.9 We may at any time cancel your agency, following which you will give a notice of Invoice Discounting to every relevant Customer (at the time of such cancellation and thereafter) and confirm that each Debt must be paid directly to us. We may give such notice of Invoice Discounting on your behalf and at your expense.
6.10 Following the termination of your agency (i) we shall have the sole right to collect all Debts and to enforce payment thereof in such manner and to such extent as we shall in our absolute discretion decide and to institute, defend or compromise in our name or your name and on such terms as we think fit any proceedings brought by or against us in relation to any Debt. You will assist our collection efforts as we so request but will not attempt to collect any outstanding Debt or interfere with our collection of the same; and (ii) you shall pay to us a collection fee equal to 10% of the gross invoice value of all outstanding Debts at the date we cancel your agency and on all Debts coming into existence at any future time.
6.11 You will not, under any circumstances, bank monies or otherwise endorse or negotiate any negotiable instruments howsoever received by you in respect of Debts for your own account but will immediately forward such monies and negotiable instruments to us and will hold such in trust for us until received by us.
6.12 If a Customer makes a general payment either to us or to you without any allocation of that payment we will appropriate it firstly against Debts, secondly against the discharge of your financial liability to us (if any) arising from obligations incurred under this Agreement and any balance as you wish. In any case in which Approved Debts and Disapproved Debts may be owing by the same Customer we shall be entitled, whether or not any appropriation has been made by the Customer, to appropriate any payment or other benefit received in discharge or on account of Debts owing by such Customer, and any credit or allowance granted by you to the Customer, in discharge of or on account of any Approved Debt in priority to any Disapproved Debt.
6.13 You agree not to waive or modify with a Customer your normal trading terms for payment of Debts without obtaining our prior written consent and in particular you will not without such consent extend the time for payment.
6.14 You hereby irrevocably authorise us to make payment in settlement of any credit balance which may arise on any Customer's account in our records, whether such credit balance arises from the issue of a credit note by you or otherwise.
6.15 You agree that following the Insolvency of any Customer we shall be entitled, for the purpose of securing repayment of any Value Added Tax invoiced to the Customer, to lodge a claim or proof of debt in your name for the amount of the Debt exclusive of Value Added Tax and that you will use your best endeavours to recover such Value Added Tax and shall promptly pay to us, and meanwhile hold on trust for us, any dividend received or Value Added Tax recovered by you.
7 Returns
If any goods the subject of an Invoice are returned or refused by a Customer you will set those goods aside from your own, mark them with our name as owner and hold them to our account until they are subsequently resold by you as our agent or we are paid all sums due to us under this Agreement.
8 Accounts and Set-Off
8.1 We will keep accounts to record these transactions, and may at any time without notice to you combine, consolidate or merge any accounts and liabilities to us and set-off any amount due to us from you (including as a customer of any of our clients) against any amount due to you from us in these accounts whether or not the amounts arise from this Agreement. If the amounts are in different currencies you agree we may convert at the prevailing rate of exchange of National Westminster Bank Plc. You will have online access to these accounts in accordance with clause 14.
8.2 Within 10 days from the last day of each month we will send you a statement of account which will be taken as conclusive evidence of the balance of your account at that stated date, unless within 10 days from receipt you notify us in writing of any discrepancy.
9 Records, Information and Authority
9.1 You agree that you will:
(i) keep proper books of account and allow us to inspect and copy these books and any related documents or information recorded otherwise than in writing whenever we wish. In particular you will make available to us for inspection the bank statements of all your bank accounts, the
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related cash book documentation and all documents relating to sales accounting, including the sales ledger, Invoices, credit notes, remittance advices, details of credit limits and all related correspondence;
(ii) cause a proper audit to be completed of the books of account for yourself and your subsidiaries (if any) for each financial year and send a report and accounts to us within six months from the end of each financial year;
(iii) if requested to do so by us, maintain and send to us monthly management accounts in a form acceptable to us within 21 days from the end of each month;
(iv) notify us in writing as soon as you become aware of any event which affects or may affect your warranties or our rights under this Agreement;
(v) report to us immediately about reclaimed, repossessed or returned merchandise, Customers' claims and other matters affecting the value of Debts;
(vi) disclose to us any existing charges on your assets and not give any new charges on your assets without first obtaining our written consent;
(vii) provide us with specimen signatures of persons authorised to sign any documents relating to this Agreement together with a board resolution authorising such person for this purpose and inform us immediately of any change in the signatories;
(viii) inform us immediately when there are any changes in your directors or company secretary or material changes in your ownership; a holding by an individual, firm or company of 10 per cent or more of your equity is for this purpose deemed to be material;
(ix) inform us of any company which becomes or ceases to be a related company, ie a company which either you control or which controls you or which is controlled by the same individual, firm or company which controls you;
(x) inform us of any Customer which is your Associate or an Associate of any of your directors;
(xi) comply with all conditions set out in the First Schedule (and any other Schedule as appropriate) and any other procedures we may require from time to time for the efficient running of the facility.
9.2 Until this Agreement is terminated, you agree that any of our staff or our authorised agents may at any time enter into any premises where you carry on your business or where any of your property is situated and (at your expense) inspect, verify and check and take copies of your books and records and all information relating to the Debts or your financial position.
9.3 If this Agreement was made as a result of your introduction to us by an introducer, then you agree that we may pay the introducer any commission due to the introducer for effecting the introduction. We will provide details of any commission paid on request by you.
10 Warranty and Recourse
10.1 You warrant that for each Debt we shall obtain a title to the amount owing to you and to all Related Rights which is valid, binding and enforceable, and in particular that there is no retention of title held by a supplier of goods which are the subject matter of that Debt.
10.2 You have told us about everything known to you which you knew or ought to have known would have been taken into account by us in deciding whether to enter into or continue with this Agreement.
10.3 You warrant that you have already performed all the obligations required for enforcement of each Debt and that each Customer will pay the full amount of each Debt by the Recourse Date with no allowance, set-offs (statutory or otherwise) or contra claims other than a cash discount not exceeding 5%.
10.4 You warrant that you have notified us of all disputes as and when they arise whether justified or not relating to Invoices.
10.5 You warrant that you will ensure that all your directors and officers will assist us in any way we may ask to collect any outstanding Debts or realise any Related Rights until your liability under the Agreement has been discharged.
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10.6 You undertake to ensure that the warranties given in this clause shall remain fulfilled in relation to all Debts arising during the currency of this Agreement.
10.7 If there is any breach of the warranties contained in this Agreement for any Debt or the full amount has not been paid by the Customer by the Recourse Date we may, without prejudice to any other rights, Disapprove the Debt. Amounts due from you to us on Disapproved Debts are repayable immediately.
11 Indemnity
You agree to indemnify us against any claim by any Customer and against any loss incurred by us as a result of entering into this Agreement. No forbearance or indulgence granted by us to you or to any Customer will in any way discharge you from your liabilities under this Agreement or establish a precedent.
12 Power of Attorney
You undertake to and hereby irrevocably appoint us as your Attorney both during and after termination of this Agreement, in your name and on your behalf, to execute or sign such deeds and documents, to complete or endorse such cheques and other instruments, to institute or defend such proceedings and to perform such other acts as we in our absolute discretion consider necessary or expedient in order to perfect our title to any Debt or its Related Rights or to secure performance of any of your obligations under this Agreement.
13 Termination
13.1 At any time after the first anniversary of the Completion Date and subject to our rights of immediate termination, either of us may give to the other three months written notice of intention to terminate this Agreement. After delivery of any notice to terminate this Agreement you will continue until the actual date of termination to Notify us of all Debts as they arise.
13.2 We may at any time by giving you written notice terminate this Agreement immediately if:
(i) you commit a breach of any term of this Agreement;
(ii) the nature, ownership or control of your business is in our view substantially changed;
(iii) any of our payments to you are not used in the ordinary course of your business;
(iv) you become Insolvent; or
(v) any person who has given us a guarantee or indemnity in respect of your liability to us under this Agreement serves upon us notice terminating the guarantee or indemnity or becomes Insolvent;
(vi) you fail to provide us with accounts within the required time period or you fail to allow us access to information which we deem necessary;
(vii) any person who has given us a waiver, release or priority relating to any security interest over any of your assets serves upon us notice withdrawing it;
(viii) we in our absolute discretion consider that your financial position has changed to the point at which we believe payment of any amounts payable or prospectively payable by you to us may be put at risk;
(ix) you fail to comply with the enduring conditions as stated in the First Schedule.
13.3 Termination of this Agreement will not affect any rights, obligations or liabilities of either you or us in relation to any Debt and this Agreement will continue to bind us both so long as is necessary to give effect to such rights, obligations and liabilities. We shall continue to have the sole right to collect all Debts until such time as all amounts payable or prospectively payable by you to us have been paid.
13.4 Upon termination you shall become liable forthwith to repurchase at the value Notified to us all Debts then outstanding, whether Approved or Disapproved, together with the Related Rights save that none of the said Debts and Related Rights shall re-vest in you until the repurchase price has been paid. If you are unable to pay the repurchase price immediately, and it becomes necessary for us to collect outstanding Debts, we shall be entitled to charge a collection fee for so doing at a rate of 10% of the total Debts outstanding.
13.5 If at any time we become entitled to terminate this Agreement under clause 13.2 whether the Agreement is terminated or not, we may at our sole discretion:
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(i) withhold payments due to you under clause 4 as security for the satisfaction of any amount payable or prospectively payable by you to us whether under this Agreement or otherwise;
(ii) Disapprove any Debts then unpaid and require from you immediate repayment of all Initial Payments made in respect of them;
(iii) increase the Discount Charge by 5%;
(iv) reduce the Initial Payment percentage;
(v) require that no credit note be issued by you;
(vi) at your expense, attend or appoint accountants or others to attend any premises to investigate your financial position and verify any Debts; or
(vii) require you to repurchase all Debts unpaid at the value Notified to us.
14 Online Access
14.1 To speed up and simplify communications between you and us we grant you a licence to use an online access link to enable data to be transmitted electronically solely for the purposes of this facility. You will be responsible for all equipment and software used by you to gain access to the link.
14.2 Unless we specify otherwise, you will Notify us electronically via the online access link each Debt and Related Rights in accordance with clause 3 and have access to the data posted by us in your accounts we maintain for you in accordance with clause 8. You agree and accept that the Notification will be treated as containing the following notice to us: "In accordance with the terms of our Agreement we Notify you of, and if we are a partnership or sole trader, we assign to you, each of the Debts specified in this Notification. We confirm that all the warranties and undertakings contained in the Agreement relating to the Debts have been complied with and in particular the goods and/or services have been delivered and/or performed prior to the date of this Notification."
14.3 We have safeguards in place to keep data secure and confidential to you and us. In relation to such data, you agree to:
(i) adhere to all procedures we may specify;
(ii) set up and maintain your own procedures regarding secure storage, retrieval and authorised users;
(iii) keep confidential any user identifications, passwords and other security measures; and
(iv) inform us immediately if you suspect any unauthorised access to or corruption of such data.
14.4 You will ensure that all communications to us via the online access link are correct and complete and only sent by authorised persons. We may, however, rely upon any communication sent by you and you agree to indemnify us against any loss incurred by us as a result of so doing. You also agree to indemnify us for any loss arising from our failure to receive any communication from you.
14.5 We may, at any time, without notice or liability to you, change, suspend or remove your online access link. No further data will be transmitted electronically between you and us until we inform you otherwise.
14.6 We will not be liable to you for any failure or delay in respect of the online access link which is caused directly or indirectly by:
(i) the failure or malfunction of any person's equipment, software, telephone line or other link;
(ii) any error or discrepancy in any data sent or received by us; and/or
(iii) any abnormal operating conditions or unforeseen event.
14.7 The following terms are used in the online access link and the equivalent terms used in this Agreement are set out alongside:
Factor's Discount |
Discount Charge |
Invoice Discounting Charge |
Commission Fee |
IP |
Initial Payment |
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Ledger Disapprovals, Other Disapprovals or Total Disapprovals |
Disapproved Debt |
15 Variation
Any variation of this Agreement, except as provided herein, may only be effected by endorsement hereon or otherwise in writing signed by or on behalf of both of us.
16 Transfer
You may not assign, charge or otherwise deal with this Agreement or your rights and obligations hereunder without our prior written consent. We shall be entitled to assign this Agreement or any of our rights and obligations hereunder without your consent.
17 Notices
17.1 Any written notice or demand required or permitted to be given or made by us to or on you will be validly served or made if handed to any of your officers or if delivered or sent by first class prepaid post to your address stated in this Agreement or to any address at which you carry on business or to your registered office or if transmitted by e-mail or other electronic means to any e-mail or electronic address of you made known to us by you at any time. Any such notice or demand, if served personally, will take effect upon service and, if sent by post, within 48 hours of the time of its posting and, if transmitted by email or other electronic means, upon its transmission.
17.2 Any notice required or permitted to be given by you to us will be validly given if sent to us at our registered office by prepaid first class post and will be effective upon its receipt by us.
18 Data Protection
You will at all times comply with your obligations towards data subjects under the EU General Data Protection Regulation 2016/679, the Data Protection Act 2018 and any regulations made pursuant thereto (in each case as amended or superseded), together with any other applicable law relating to data protection, and in particular will ensure that all individuals with whom you deal as Customers or otherwise have been or will be informed about how you may pass data about them to us and how we use and process it.
19 Definitions
"Approved Debt" means any Debt in respect of which an Initial Payment has been made available and is not a Disapproved Debt and "Approve/Approved" in relation to a Debt shall be construed accordingly;
"Associate" means any partner, director, shareholder or employee of you or a person whose relationship to you is within the meaning of associate as defined by Section 1152 of the Companies Act 2006 and "Associated" will be construed accordingly;
"Completion Date" means the date this facility begins as shown on the first page of this Agreement;
"Control" has the meaning given to it in Section 840 Income and Corporation Taxes Act 1988;
"Credit Protection" means the Debt protection facility set out in a second Schedule which we may provide from the Completion Date or later as shown on the first page of this Agreement;
"Customer" means any person to whom you sell goods or render services;
"Customer Concentration" means the percentage of outstanding Approved Debts which the amount of Initial Payments for outstanding Debts of one Customer should not exceed, as shown on the first page of this Agreement;
"Debt" means an amount whether or not presently payable which becomes due to you from a sale of goods (other than your capital assets) or a rendering of services by you in the ordinary course of your business to Customers in countries previously approved by us in writing, the value of which is normally evidenced by the Gross Book Value of each Invoice;
"Disapproved Debt" means any Debt which at the time of Notification or subsequently has not been Approved for the purpose of an Initial Payment and "Disapprove/Disapproved" in relation to a Debt shall be construed accordingly;
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"Discount/Discounted/Invoice Discounting" means the sale and transfer of title of all Debts and their Related Rights from you to us;
"Facility Limit" means the total amount of Initial Payments available to you at any time as shown on the first page of this Agreement;
"Gross Book Value" means the total amount of a Debt including VAT and before deduction of any agreed allowances for prompt payment or otherwise as appears on the face of an Invoice;
"Initial Payment" means a payment on account of the purchase price of an Approved Debt up to the percentage shown on the first page of this Agreement;
"Insolvent" means: (i) in relation to any company, the presentation of a petition to wind up the company; or the calling of a meeting to pass any resolution to wind up the company; or the appointment of a receiver or administrative receiver in respect of all or any part of a company's undertaking, assets or property or the making of any application or order for or in relation to the appointment of an administrator under the Insolvency Act 1986; or (ii) in relation to an individual or partnership, the committing of an act of or the issue of a petition for bankruptcy or sequestration; or the making of any application or order for or in relation to any voluntary arrangement under the Insolvency Act 1986; or (iii) in relation to any company, individual or partnership, allowing a security holder or encumbrancer to take possession of any assets or the suffering of distress, execution, diligence or sequestration or other legal process upon any assets; or ceasing or threatening to cease to carry on business; or the making of any arrangement or composition with or for the benefit of creditors or the calling of a meeting for the same whether formal or informal; or giving notice of the intended suspension of payment of debts; or allowing any judgement or decree or order of any Court or Tribunal for payment of money to remain unsatisfied for seven days or more and "Insolvency" shall be construed accordingly;
"Invoice" means the document or documents from you to your Customer evidencing, and requiring payment of, any Debt;
"Notify/Notified/Notification" means in relation to any Debt the specification by you to us of such Debt in the form required by us in clause 1.3;
"Related Rights" means all instruments and securities held by you in connection with a Debt, the benefits of any policy of credit and/or export insurance, the rights of possession of any ledger and any computer data on which a Debt is recorded and any document evidencing the Debt and all your rights for enforcing payment of the Debt together with all title to goods or right of lien, stoppage in transit or recovery of possession arising in your favour as an unpaid seller;
"Second Payment" means the amount received by us in payment of a Debt less any Initial Payment made and any charges due to us;
"Tariff" means our list of charges we give to you and which we may vary from time to time on notice to you.
20 Complaints
We are a member of UK Finance of 1 Angel Court, London, EC2R 7HJ and conduct our business in full compliance with the UK Finance Code for Members. If for any reason you feel you have cause to complain about us or our performance under this Agreement then you may in the first instance refer the matter to our Operations Director/Client Services Director for their immediate attention. Alternatively you will find details of the UK Finance Code for Members and Guidance to UK Finance's Code and its complaints procedures on the UK Finance website at www.ukfinance.org.uk.
21 Governing Law
This Agreement is to be governed by and construed in all respects in accordance with the laws of England and Wales.
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To show our agreement to these terms we and you have executed this document as a deed on the 01/10/2026.
Executed as a Deed by Wattbike Limited acting by a Director:
Director |
Trent Ward (signed by DocuSign) |
Witness signature |
Mounia El Abbassy (signed by DocuSign) |
Witness name |
Mounia El Abbassy |
Witness address |
512 Honeycomb Ridge, Austin TX 78746 |
Executed as a Deed by [LENDER] acting by a Director/Authorised Signatory:
Director/Authorised Signatory |
[handwritten signature] |
Witness signature |
[handwritten signature] |
Witness name |
[NAME] |
Witness address |
[ADDRESS] |
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[LENDER]
INVOICE DISCOUNTING AGREEMENT
First Schedule
Pre-Conditions
You agree to:
1. Debenture in respect of Wattbike Limited.
2. Corporate Guarantee from Interactive Strength Inc.
3. Corporate Guarantee and Debenture from Wattbike Holdings Limited.
4. Corporate Guarantee and Debenture from Wattbike IP Limited.
5. Personal Indemnity from Stephen Loftus and Trent Ward.
6. We require that searches be carried out on all directors, shareholders and guarantors to our satisfaction.
7. We require sight of personal identification for all directors and relevant officers, shareholders with 25% or more of the shareholding and guarantors in a form acceptable to us.
8. Confirmation that you are fully up to date with your payments to HMRC in respect of your PAYE and VAT liabilities. You must also provide us at the same time with copies of the relevant returns and evidence of payment via bank statement.
9. You shall provide us with a debtor name and address list with full trading styles, landline numbers and email contact details.
10. Sight and satisfaction of your Company stationery including Letterhead, sales Invoice and Delivery Note. Your sales invoice should clearly state your agreed terms of payment.
11. Full itemised USD bank statement to be provided for the last 2 months for account ending in 0460.
12. Summary and detailed ledger in PDF format to be provided.
13. You agree to provide us with your consent to connect to Open Banking, refreshable every 90 days.
14. We shall require full verification of your sales ledger prior to our initial prepayment.
15. Documents which satisfy us that you hold all the relevant licences, certificates, accreditations and insurances stipulated by your customers and/or by law that are required by you to trade in the ordinary course of business.
16. We shall require the drawing of our facility be coterminous with [OTHER LENDER 1] facility in order to repay [PRIOR LENDER] and each lenders funds to be held at solicitors in escrow prior to repayment of the facility. Legal costs will be to be borne by you.
17. We shall require confirmation from [PRIOR LENDER] that they will release their debenture and have no interest or lien over the book debts of Wattbike Ltd upon receipt of our initial payment.
18. We shall require sight of the formal offers from [OTHER LENDER 1] and [OTHER LENDER 2] and be satisfied with the preconditions prior to going to formal documentation.
19. You are required to perform a "tidy up" exercise on your sales ledger with the necessary adjustments and allocations made to our satisfaction.
20. Invoices relating to 60/40 terms to be excluded from take on ledger and converted to normal trading terms post commencement to enable incorporation into the IF facility.
Additional Conditions
You agree to:
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1. You shall hold copies of all your Sales Invoices and Credit Notes to support schedule uploads, along with supporting paperwork and completion notes to our order. We may request copies of these from time to time.
2. You shall pay us an arrangement fee of £500 which will be debited from your first payment.
3. The Concentration Limit for [Customer] will be increased to 45% subject to satisfactory ongoing debt performance and can be reviewed at any time.
4. Where invoices are raised in stages against your debtors Purchase Order, we require you to incorporate a "Divisibility Clause" within your standard Terms & Conditions; the wording to be in our standard format.
5. Export percentage is limited to 50% of the gross value of the debtor ledger with sales to agreed territories and satisfactory bdp limits of the debtors.
6. A trust account charge of 0.02% of all Customer cash collections received into the trust account will be charged to your facility on the last working day of each month, or before if the Agreement ends for any reason. The trust account will be in your Company name but will be under our control with sole rights of withdrawal.
7. For export debt Inco terms shall be detailed on your invoices, and we will only fund invoices once the correct paperwork has been issued to support.
8. Monthly Management Accounts to be provided within 28 days after the end of the month to include: Balance Sheet; Profit and Loss Statement.
9. Ensure that, if appointed by us to act as our agent to collect debts on our behalf, that your debt turn does not exceed the Agreed Debt Turn of 45 days at any time. We reserve the right to reduce the Initial Payment if your debt turn exceeds the Agreed Debt Turn (Please note: The Agreed Debt Turn is the average number of days within which your debtors must pay debts as agreed between us in writing).
10. We will require that your facility be audited every 6 months with the cost being borne by you.
11. Provide a Monthly management information pack within 10 days of the period end which must include:
– Summary Aged Debtor Report
– Detailed Aged Debtor Report
– Summary Aged Creditor Report
– Bank Statements in PDF format unless signed up for Open Banking
– Confirmation of the status of your PAYE/VAT liabilities
– Month end credit control report – with commentary on all debts 60 days and over
– Current position of [LENDER] repayments and [LENDER] position
12. Sales Ledger Credit Notes, Credit Journal Adjustments or any other form of Dilution does not exceed 4% in any rolling 3-month period.
13. In addition to the provisions of Condition 3 of the Standard Terms and Conditions, the following debts will be non-Notified:
– Private individuals
– Associated Companies and connected parties
– Reciprocal trading accounts
– Export debts
– Deposit debtors
Signed as incorporated into the Invoice Discounting Agreement between [LENDER] and Wattbike Limited.
Wattbike Limited – Director/Secretary |
Trent Ward (signed by DocuSign) |
[LENDER] |
[handwritten signature] |
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Date |
01/10/2026 |
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Exhibit 10.4
Master Loan Agreement
(1) [LENDER]
and
(2) Wattbike Limited
THIS AGREEMENT dated 28-Sep-26 | 2:00 PM BST
PARTIES
(1) Wattbike Limited, a company incorporated in England and Wales with registered number 05554245 whose registered office is at Unit 13 Nottingham South & Wilford Industrial Estate, Ruddington Lane, West Bridgford, Nottingham, Nottinghamshire, NG11 7EP (the Borrower); and
(2) [LENDER], a company incorporated in England and Wales with registered number [NUMBER] whose registered office is at [ADDRESS] (the Lender).
BACKGROUND
A The Lender acts as a funder in relation to the supply of goods to the commercial market by way of Loans.
B Pursuant to the commercial terms set out in the Offer Letter (as defined below), the Borrower wishes to borrow, and the Lender wishes to advance, Loans on the terms and conditions set out in this Agreement in order to fund the purchase of Goods.
C The Borrower has agreed for the Lender to open and manage the Bank Account (as defined below), in the Borrower’s name, in order for the Lender to make payment of the funds to an agreed third party on the Borrower’s behalf.
D The Lender has agreed to make available to the Borrower the Facility (as defined below) on the terms and conditions set out in this Agreement.
IT IS AGREED as follows:
1 Definitions and interpretation
1.1 Definitions
In this Agreement, unless otherwise provided:
Agreement means this Agreement (including any schedule or annexure to it and any document in agreed form);
Bank Account means the bank account in the name of the Borrower but is opened and managed by the Lender in accordance with the Finance Documents with account number and sort code to be advised or any replacement account as agreed between the Parties;
Business Day means a day, other than a Saturday, Sunday or public holiday, on which banks are open for business in London;
Debenture means the debenture pursuant to which the Borrower grants ranking fixed and floating charges over all of its business, assets and undertaking in favour of the Lender;
Drawdown means a utilisation of the Facility;
Drawdown Date means the date of Drawdown as specified in the applicable Drawdown Notice;
Drawdown Longstop Date has the meaning given to the term in the relevant Drawdown Notice;
Drawdown Notice means a notice substantially in the form set out in Schedule 1 (Form of Drawdown Notice);
Event of Default has the meaning given to the that term in Clause 13 (Events of Default);
Extension Letter means any extension letter entered into by the Lender and the Borrower setting out any extension to the Facility Tenor;
Facility means the Sterling multiple drawdown term loan facility made available under this Agreement;
Facility Limit means the facility limit set out in the Offer Letter minus any amount reduced or cancelled in accordance with this Agreement;
Facility Period means the period from the date of this Agreement until all the obligations of the Borrower under this Agreement have been unconditionally and irrevocably discharged to the reasonable satisfaction of the Lender;
Facility Tenor means the facility tenor as specified in the Offer Letter or such later date as may be agreed by the Lender pursuant to any Extension Letter;
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Finance Documents means:
(a) this Agreement;
(b) the Debenture;
(c) the Offer Letter;
(d) any other agreement or document guaranteeing or securing or purporting to guarantee or secure the Borrower’s obligations to the Lender from time to time under this Agreement or the Finance Documents; and
(e) any other document that the Borrower and Lender agree is a Finance Document;
Financial Indebtedness means indebtedness arising from:
(a) borrowing (including overdrafts) and amounts raised that have the commercial effect of borrowing;
(b) any issued bonds, notes, debentures or similar instruments;
(c) any liabilities under finance or capital leases;
(d) any sold or discounted receivables;
(e) counter-indemnity obligations in relation to guarantees, indemnities, standby or documentary letters of credit and similar instruments; and
(f) the amount of any liability under a guarantee or indemnity for any of the items listed in paragraphs (a) to (e) above;
Fixed Rate Period means, in relation to a Loan, the date from (and including) the relevant Drawdown Date to (but excluding) the first Interest Payment Date;
Goods means the goods to be purchased by the Borrower using the proceeds of the relevant Loan;
Interest Payment Date means, in relation to a Loan:
(a) for the first Interest Payment Date, the calendar day that is 30 calendar days from the relevant Drawdown Date; and
(b) for each successive Interest Payment Date, the calendar day that is 30 calendar days from the preceding Interest Payment Date.
If, however, any such day is not a Business Day, the Interest Payment Date will instead be the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not);
Interest Rate means the interest rate set out in the Offer Letter;
Loan means any loan or loans made under this Agreement to the extent not repaid;
Obligor means the Borrower and any other entity or person who has entered into a document guaranteeing or securing or purporting to guarantee or secure the Borrower’s obligations to the Lender from time to time under this Agreement or the Finance Documents;
Offer Letter means the offer letter made between the Lender and the Borrower dated 24 August 2026;
Party means a party to this Agreement;
Potential Event of Default means an event that with the giving of notice, lapse of time or other applicable condition would be an Event of Default; and
Sterling and ‘£’ shall mean the lawful currency of the United Kingdom.
1.2 Interpretation
1.2.1 In this Agreement, unless the context otherwise requires:
(a) words in the singular include the plural and vice versa;
(b) including means including without limitation;
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(c) where an act is required to be performed promptly, it must be performed as soon as reasonably possible from the moment when the act could reasonably have been performed, having regard to all of the circumstances;
(d) a time of day is a reference to London time;
(e) a reference to any Party shall be construed as including, where relevant, successors in title to that Party, and that Party’s permitted assigns and transferees (if any);
(f) a reference to a person includes individuals, unincorporated bodies, government entities, companies and corporations;
(g) a reference to a Clause or a Schedule is to a clause of, or schedule to, this Agreement;
(h) a reference to this Agreement or any other agreement is a reference to that document as amended, novated, supplemented, restated or replaced from time to time in accordance with its terms; and
(i) references to legislation include any modification or re-enactment of such legislation or any part of it.
1.2.2 Any Clause title or other headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement.
1.2.3 An Event of Default is ‘continuing’ if it has not been waived in writing by the Lender and a Potential Event of Default is ‘continuing’ if it has not been remedied by the Borrower or waived in writing by the Lender.
1.3 Third party rights
1.3.1 Except as expressly provided for in this Agreement, a person who is not a Party shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement.
1.3.2 The Parties may terminate or rescind this Agreement, or agree to any variation, waiver or settlement in connection with it, without the consent of any third party, whether or not it extinguishes or alters any entitlement they may have to enforce any of the provisions of this Agreement.
1.4 Offer Letter The Offer Letter and this Agreement should be read together and shall constitute a single agreement between the parties and, in the event of any inconsistency, the terms of the Offer Letter shall prevail over the terms of this Agreement.
2 The Facility
2.1 Subject to the terms of this Agreement, the Lender makes the Facility available to the Borrower.
2.2 The Lender is under no obligation to investigate how any amount borrowed under this Agreement is used.
3 Conditions to drawing a Loan
3.1 The Lender is not obliged to advance any Loan unless on the date of the Drawdown Notice and on the Drawdown Date for the proposed Loan:
3.1.1 The conditions precedent set out in the Offer Letter have been satisfied to the satisfaction of the Lender;
3.1.2 no Event of Default has occurred and is continuing or will occur on the making of that
Loan and
3.1.3 all representations and warranties set out in Clause 10 (Representations and warranties) of this Agreement are true.
4 Mechanics of drawing a Loan
4.1 Subject to Clause 3 (Conditions to drawing a Loan) and this Clause 4 (Mechanics of drawing a Loan), the Borrower may request a drawing under the Facility by delivering a duly completed
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Drawdown Notice to the Lender.
4.2 The Drawdown Notice must be substantially in the form set out in Schedule 1 (Form of
Drawdown Notice) and include:
4.2.1 the amount of the relevant Loan;
4.2.2 the proposed Drawdown Date;
4.2.3 the Drawdown Longstop Date;
4.2.4 the bank account details to which the Lender will pay the proceeds of the relevant Loan in accordance with Clause 4.8; and
4.2.5 a copy of the invoice relating to the Goods appended to the Drawdown Notice.
4.3 No Loan (when aggregated with all other Loans) shall exceed the amount of the undrawn Facility Limit.
4.4 The proposed Drawdown Date must be a Business Day within the Facility Tenor.
4.5 The Drawdown Notice for each Loan must be received by the Lender before 14.30 pm (GMT) at least one (1) Business Day prior to the proposed Drawdown Date for that Loan.
4.6 Each Loan shall be:
4.6.1 in sterling; and
4.6.2 in an amount that is not more than the purchase price of the Goods.
4.7 Subject to this Clause 4, on the Drawdown Date the Lender shall pay the relevant Loan directly into the Bank Account, which is governed in accordance with the Finance Documents.
4.8 Following the drawdown of the relevant Loan into the Bank Account, the Lender will make a payment in an amount equal to that Loan to the bank account details set out in the applicable
Drawdown Notice.
5 Interest
5.1 Payment of interest Subject to Clause 5.1.2, The Borrower shall pay to the Lender interest on the Loans at the Interest Rate in arrears on each Interest Payment Date.
If a Loan (or any part of it) is repaid or prepaid during the applicable Fixed Rate Period, the Borrower must on such date of repayment or prepayment pay to the Lender an amount equal to the interest which would, but for such repayment or prepayment, have been payable on the first Interest Payment Date in accordance with Clause 5.1.1.
5.2 Interest Rate
5.2.1 Interest on the principal amount of any Loans shall accrue daily on the basis of a 365– day year and for the actual number of days elapsed.
5.2.2 The rate of interest applicable to each Loan shall be the Interest Rate.
5.3 Default interest If the Borrower fails to make any payment due under this Agreement or any Finance Document on its due date, interest on the unpaid amount shall accrue daily, from the date of non-payment to the date of actual payment (both before and after judgment) at a rate of 0.658% per 30 days above the Interest Rate and the Borrower undertakes to pay any such interest to the Lender immediately on demand by the Lender.
6 Repayment, prepayment and cancellation
6.1 Repayment
6.1.1 Subject to Clause 6.3, the Borrower must repay each Loan in full by way of a single repayment upon the earlier of:
(a) the sale of the Goods purchased with the relevant Loan; or
(b) the relevant Drawdown Longstop Date.
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6.1.2 Any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement.
6.2 Prepayment and cancellation
6.2.1 Subject to Clause 5.1.2, the Borrower may repay all or part only of the Loans at any time (together with all interest accrued and unpaid on it).
6.2.2 The Borrower may cancel all or part only of the undrawn Facility Limit at any time without notice or penalty, and the Facility Limit will be reduced accordingly.
6.3 Cancellation by the Lender All obligations of the Borrower arising under this Facility or any other Loans provided by the Lender to the Borrower shall be paid in full upon demand by the Lender, notwithstanding the Lenders right upon the occurrence of an Event of Default and whether or not such Event or Default has occurred.
7 Withholding All payments by the Borrower under this Agreement or the Finance Documents must be made free and clear of any deduction or withholding. If the Borrower is required by law to make any deduction or withholding from any such payment for or on account of tax the sum due from it in respect of such payment must be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Lender receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received had no deduction or withholding been made or been required to be made.
8 Costs, expenses and indemnity
8.1 The Borrower must, within 3 Business Days of demand by the Lender, pay to the Lender on a full indemnity basis all costs, expenses, losses and liabilities (including legal fees) together with VAT on such amounts incurred by or on behalf of the Lender arising at any time as a result of or in connection with:
8.1.1 the occurrence of an Event of Default;
8.1.2 the negotiation, preparation, execution, perfection, or enforcement of this Agreement or the Finance Documents;
8.1.3 any losses, taxation, penalties or levies incurred by the Lender in relation to the Loan.
9 Evidence of debt
A copy of any entry in the Lender's accounts shall in any legal proceedings arising out of or in connection with this Agreement or any of the Finance Documents be prima facie evidence of the matters, transactions and accounts to which it relates. A certificate by the Lender as to any sum payable to it under this Agreement or any of the Finance Documents shall, in the absence of manifest error, be conclusive for the purposes thereof.
10 Representations and warranties
10.1 The Borrower makes the following representations and warranties to and for the benefit of the Lender on the date of this Agreement and acknowledges that the Lender has entered into this Agreement in reliance on such representations and warranties:
10.1.1 Corporate power: it has the corporate power to carry on its business as it is now being conducted and own its assets;
10.1.2 Binding obligations: its obligations under this Agreement or the Finance Documents to which it is a party are legal, valid, binding and enforceable;
10.1.3 Ranking: its payment obligations under this Agreement or the Finance Documents to which it is a party rank at least pari passu with all its other present and future unsecured and unsubordinated payment obligations, apart from payment obligations mandatorily preferred by law;
10.1.4 Insolvency: no corporate action, legal proceedings or other procedures or steps have been taken to obtain a moratorium (whether pursuant to the Insolvency Act 1986 or otherwise), or for its winding-up, dissolution, administration or re-organisation or restructuring, or for the appointment of a receiver, administrator, administrative receiver, trustee, nominee, supervisor, monitor or similar officer of it or of any or all of its assets or revenues.
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11 Information undertakings The undertakings in this Clause 11 (Information undertakings) remain in effect throughout the Facility Period.
11.1 Notification of default
The Borrower must, promptly on becoming aware of the same, notify the Lender of the occurrence of:
11.1.1 any Event of Default or Potential Event of Default together with the steps being taken to remedy it (if applicable); and
11.1.2 any default under any other agreement or instrument which is binding on it.
11.2 Litigation
The Borrower must, promptly on becoming aware of the same, notify the Lender of any actual, pending or threatened litigation, arbitration or other court or arbitral proceedings against it.
12 Undertakings
12.1 The Borrower must not create or permit to subsist any security over any of its assets (whether present or future).
12.2 The Borrower must not incur or permit to subsist any Financial Indebtedness except for:
12.2.1 Financial Indebtedness under the Finance Documents; or
12.2.2 Financial Indebtedness that has the prior approval of the Lender in writing (and which may be subject to conditions).
12.3 The Borrower shall not make any loans, grant any credit or give any guarantee except with the prior written consent of the Lender.
12.4 The Borrower shall:
12.4.1 comply with and retain all licences, permits, consents or other authorisations held and comply with any applicable laws, regulations or other legal requirements; and
12.4.2 promptly notify the Lender of any breach of (i) any law, regulation or other legal requirement and/or (ii) any licence, permit, consent or other authorisation held, and immediately remedy such breach.
12.5 The Borrower must maintain the Bank Account at all times and must ensure that it does not go into overdraft.
13 Events of Default
13.1 The occurrence of any of the following is an Event of Default:
13.1.1 Non-payment: an Obligor fails to pay any amount payable by it under this Agreement or any Finance Document to which it is a party on the date it falls due;
13.1.2 Breach of obligations:
(a) an Obligor fails to perform promptly any of its obligations under this Agreement or any Finance Document to which it is a party;
(b) or any other entity or person who has provided a guarantee or Security to the Lender in respect of an Obligor’s obligations to the Lender fails to perform promptly any of its obligations under this Agreement or any Finance Document to which it is a party;
13.1.3 Misrepresentation: any representation or warranty contained in this Agreement or any Finance Document or in any document or instrument delivered under or in connection with this Agreement or any Finance Document, is incorrect or misleading when made or deemed to be made;
13.1.4 Enforcement of security: any step is taken to enforce any security over the undertaking, property, revenue or assets of an Obligor;
13.1.5 Composition: any step is taken by an Obligor or its directors (or any agent of an Obligor) or any creditor with a view to resolving to enter into, convening meetings for the approval of,
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commencing negotiations in respect of, or making any requisite application to court in respect of any composition, compromise, assignment, or arrangement (whether under the Insolvency Act 1986, the Companies Act 2006 or otherwise) with any creditor;
13.1.6 Insolvency proceedings: any of the following occur:
(a) an Obligor or its directors (or any agent of an Obligor) take any steps under the Insolvency Act 1986 and/or the Insolvency (England and Wales) Rules 2016, SI 2016/1024 to wind up an Obligor voluntarily or to apply to the court for a winding-up order;
(b) a petition is presented to wind up an Obligor;
(c) a provisional liquidator is appointed to an Obligor or an Obligor goes into liquidation within the meaning of that term under section 247 of the Insolvency Act 1986;
(d) an Obligor or its directors (or any agent of an Obligor ) request or suffer the appointment of a Law of Property Act 1925 receiver, court appointed receiver or other receiver/manager or similar officer over or in relation to the whole of its undertaking, property, revenue or assets or any part thereof, or any person holding security over all or any of its undertaking, property, revenue or assets takes possession of them or any part of them or any distress is executed or levied over all or any of its undertaking, property, revenue or assets;
(e) any step is taken by an Obligor or its directors (or any agent of an Obligor) to negotiate or obtain a moratorium in respect of any of its liabilities (including a statutory moratorium under the Insolvency Act 1986);
(f) any steps are taken to appoint an administrator in respect of an Obligor) pursuant to the Insolvency Act 1986, Schedule B1 and/or Insolvency (England and Wales) Rules 2016, SI 2016/1024 or an Obligor) enters administration;
(g) an Obligor is dissolved, or is removed from the Register of Companies, or ceases to exist (whether or not capable of reinstatement or reconstitution) or the directors or agents of an Obligor apply for the relevant company to be struck-off the Register of Companies or cause for the relevant company to be struck-off the Register of Companies or the Registrar of Companies strikes off, or takes any step towards striking off, an Obligor from the Register of Companies; or
13.1.7 Insolvency: an Obligor is or becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (ignoring the requirement in that section that any fact or matter ‘is proved to the satisfaction of the court’) or suspends or threatens to suspend making payments with respect to all or any class of its debts;
13.1.8 Analogous process or proceedings: an Obligor is or becomes subject to, takes or has taken against it or in relation to it, or against any or all of its undertaking, property, revenue, or assets, any equivalent analogous, corresponding, or similar finding, step, process or proceeding to those in this Clause 13 (Events of Default) in any jurisdiction, whether or not any finding, step, process or proceeding had been taken against it or in relation to it, or any or all of its undertaking, property, revenue, or assets in England and Wales;
13.1.9 Cross default: any Financial Indebtedness of an Obligor is not paid when due;
13.1.10 Unlawfulness and Invalidity: it becomes unlawful for:
(a) an Obligor to perform any of its obligations under any Finance Document to which it is a party; and/or
(b) the Lender to exercise any of its rights under any Finance Document; and/or
(c) any Finance Document becomes invalid or unenforceable or ceases to be in full force and effect for any other reason;
13.1.11 Change or suspension of business: an Obligor changes or threatens to change the nature or scope of its business, or suspends or threatens to suspend all or a substantial part of its business operations, or commences any business other than that being carried on by it as at the date of this Agreement;
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13.1.12 Material litigation: any litigation, arbitration or other court or arbitral proceedings is commenced against an Obligor which the Lender considers (in its sole discretion) to be material; or
13.1.13 Expropriation of Assets: Any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset or assets of an Obligor.
13.2 Consequences If an Event of Default occurs and is continuing, the Lender may, by notice to an Obligor, declare that:
13.2.1 any outstanding Facility Limit is immediately cancelled; and/or
13.2.2 the full amount of Loans and any other amount due or becoming due to the Lender is immediately due and payable (in which case those amounts shall be immediately due and payable); and/or
13.2.3 it intends to exercise any or all of its rights, remedies, powers or discretions under this Agreement or the Finance Documents (in which case it may exercise any such rights).
14 Currency indemnity
14.1 The Borrower must, as an independent obligation, indemnify the Lender against any loss or liability which the Lender incurs as a consequence of:
14.1.1 the Lender receiving an amount in respect of the Borrower’s liability under this Agreement or the Finance Documents; or
14.1.2 that liability being converted into a claim, proof, judgment or order, in a currency other than Sterling.
14.2 Unless otherwise required by law, the Borrower waives any right it may have in any jurisdiction to pay any amount under this Agreement to which it is a party in a currency other than Sterling.
15 Information
The Lender may from time to time seek from any other creditor or provider of finance to the Borrower such information about the Borrower and its affairs as the Lender may think fit and the Borrower directs such third party to provide such information to the Lender.
16 Transfers
16.1 The Lender is entitled at any time to assign its rights or otherwise transfer all or any part of its rights or obligations under this Agreement at any time.
16.2 The Borrower is not entitled to assign its rights or otherwise transfer all or any part of its rights or obligations under this Agreement or any Finance Document.
17 Notices
17.1 Any notice or other communication given by a party under this Agreement must be in writing and be signed by or on behalf of the party giving it.
17.2 Notices will be sent to the parties at the addresses detailed at the outset of this Agreement.
17.3 A Party may change any of its details given in Clause 17.2 by giving not less than 5 Business Days’ notice to the other Party.
17.4 This Clause 17 (Notices) does not apply to any notice given in legal proceedings, arbitration or other dispute resolution proceedings.
18 Amendments No amendment, waiver or variation of any of the terms of this Agreement will be valid or effective unless made in writing and signed by or on behalf of the Parties.
19 Remedies Waivers and Invalidity
19.1 No failure, delay or omission by the Lender in exercising any right, power or remedy provided by law or under this Agreement, nor any single or partial exercise of any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
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19.2 The Lender’s rights, powers and remedies under this Agreement are cumulative and they do not exclude any rights, powers or remedies that arise by law.
19.3 If any provision or part of any provision of this Agreement is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement (or other part of that provision of this Agreement) shall not be affected and the provision or part- provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable.
20 Counterparts
20.1 This Agreement may be signed in any number of separate counterparts and this has the same effect as if the signatures on those counterparts were on a single copy of this Agreement.
20.2 Each Party may evidence their signature of this Agreement by emailing a signed signature page of this Agreement in PDF format together with the final version of this Agreement in PDF or Word format, or by signing this Agreement electronically which shall constitute an original signed counterpart of this Agreement. Each Party adopting this method of signing will, following circulation by email, provide the original, hard copy signed signature page to the other Party as soon as reasonably practicable.
21 Governing law and jurisdiction
21.1 This Agreement and any dispute or claim arising out of, or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales. Subject to Clause 21.2, the Parties irrevocably agree, for the sole benefit of the Lender, that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).
21.2 Notwithstanding Clause 21.1, the Parties irrevocably agree that the Lender shall have the right to take, and shall not be prevented from taking, proceedings against the Borrower to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims) in any other court of competent jurisdiction and that the Lender may take such proceedings in any number of jurisdictions, whether concurrently or not, to the extent permitted by law.
AGREED by the Parties on the date set out at the head of this Agreement.
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SCHEDULE 1 FORM OF DRAWDOWN NOTICE [insert date]
To: [LENDER] (the Lender)
From: Wattbike Limited (the Borrower)
Dear [LENDER], Master Loan agreement between the Borrower and the Lender dated [insert date] (the Master Loan Agreement) Terms defined and references construed in the Master Loan Agreement have the same meaning and construction in this notice.
We request a Loan to be drawn down under the Master Loan Agreement as follows:
Amount of Loan: £[insert amount]
Drawdown Date: [insert date]
Drawdown Longstop Date: [insert date]
Purpose of Loan: [insert purpose of loan] Please pay the Loan into the following account:
Bank: [insert name of bank]
Account name: [insert name of account]
Account number: [insert account number]
Sort code: [insert sort code]
We confirm that on the date of this notice and on the Drawdown Date:
1 no Event of Default or Potential Event of Default has occurred and is continuing or will occur on the making of the Loan; and
2 all representations and warranties set out in Clause 10 (Representations and warranties) of the Master Loan Agreement are true as at the date of this Drawdown Notice. ………………………………. [insert name of director] Director for and on behalf of Wattbike Limited
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Signatories to the Master Loan Agreement
The Borrower
For and on behalf of WATTBIKE LIMITED
By:
Trent Ward
Name:…/s/ Trent Ward………………………………
The Lender
For and on behalf of [LENDER]
By:
[NAME]
Name:…………………………………
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