Airwa Inc 8-K, filed Apr 21, 2021

Airwa Inc. (YYAI)

8-K 2021-04-21 For: 2021-04-15

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Added on April 09, 2026

About this 8-K

Airwa Inc filed this 8-K on April 21, 2021, reporting on events of April 15, 2021.

Items reported

Item 1.01: Entered into a material agreement
Item 2.03: New debt or off-balance-sheet obligation
Item 9.01: Financial statements and exhibits

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Nevada	333-214463	61-1789640
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

10.1	2,000,000 Secured Term Promissory Note dated April 15, 2021
10.2	Business Loan and Security Agreement dated April 15, 2021
10.3	Intellectual Property Security Agreement dated April 15, 2021
10.4	Stock Pledge Agreement dated April 15, 2021
10.5	Intercreditor Agreement dated April 15, 2021
10.6	Warrant Purchase Agreement dated April 15, 2021
10.7	SB Invesco Warrant dated April 15, 2021
10.8	Chessler Holdings Warrant dated April 15, 2021

	Slinger Bag inc. a Nevada corporation

Dated: April 20, 2021	By:	Mike Ballardie
		Chief Executive Officer and Sole Director

	BORROWER:

	Slinger Bag Inc.,
	a Nevada corporation

	By:	Mike Ballardie
	Its:	Authorised Signatory

	BORROWER:

	Slinger Bag Americas Inc., a Delaware corporation

	By:	Mike Ballardie
	Its:	Authorised Signatory

	BORROWER:

	Slinger Bag, Inc.,
	a Canadian company

	By:	Mike Ballardie
	Its:	Authorised Signatory

	BORROWER:

	Slinger Bag Ltd., An Israeli company

	By:	Mike Ballardie
	Its:	Authorised Signatory

	BORROWER:

	Slinger Bag International (UK) Limited, an English company

	By:	Mike Ballardie
	Its:	Authorised Signatory

	iii.	all files, records (including computer programs, tapes and related electronic data processing software) and writings of the Business and Borrower or in which the Borrower has an interest in any way relating to the foregoing property; and

	iv.	as to each of the foregoing, all products and proceeds thereof, substitutions therefore and Accessions thereto.

	aa.	“Material Adverse Change” means, in the reasonable discretion of Lender, a material adverse effect on (i) the business operations or condition (financial or otherwise) of Borrower and its Subsidiaries taken as a whole; (ii) the ability of Borrower to repay the Obligations or otherwise perform its obligations under the Loan Documents; (iii) impairment of priority of Lender’s security interests in the Collateral; or (iv) impairment of, or material reduction in value of the Collateral.

	bb.	“Material Contracts” with respect to any Person, means each contract to which such Person is a party involving aggregate consideration payable by or to such Person equal to at least $25,000 or otherwise material to the business, condition (financial or otherwise), operations, performance, properties, or prospects of such Person.

	cc.	“Maturity Date” means 15 April 2023.

	dd.	“Obligations” means, collectively, all obligations and liabilities (primary, secondary, direct, indirect, contingent, sole, joint or several, whether similar or dissimilar or related or unrelated) of any and all of the Borrower in favor of the Lender, due or to become due, now existing or hereafter incurred, contracted or acquired, whether arising under, out of or in connection with the Loan Documents or otherwise.

	ee.	“Permitted Debt” means: (i) the $6,220,000 owed by Borrower to 2672237 Ontario Limited evidenced by that assignment and assumption agreement dated as of April 1, 2021; (ii) the $1,000,000 owed by Borrower to Midcity Capital Ltd. evidenced by that loan agreement dated as of December 24, 2020, as amended by an extension agreement dated February 2, 2021 (iii) the $1,000,000 owed by Borrower to Yonah Kalfa evidenced by that loan agreement dated as of March 25, 2021; and indebtedness to third-party trade creditors incurred in the ordinary course of business on usual and customary terms or upon terms and conditions acceptable to Lender in its sole discretion.

	ff.	“Person” means any individual, sole proprietorship, partnership, limited liability partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, public benefit corporation, entity or government (whether foreign, federal, state, county, city, municipal or otherwise, including any instrumentality, division, agency, body or department thereof), and shall include such Person’s successors and assigns.

	gg.	“Proceeds” has the meaning ascribed to that term in Section 9-102 the Code and, in any event, shall include whatever is receivable or received when Collateral or proceeds of the Collateral are sold, collected, exchanged, or otherwise disposed of, whether the disposition is voluntary or involuntary, and includes, all rights to payment in whatever form and however arising.

	hh.	“Property” means any and all interests in real or personal property of the Borrower.

	ii.	“Receivables” means all accounts (within the meaning of the Code), Accounts, accounts receivable, book debts, notes, drafts, acceptances and other forms of obligations, now or hereafter owing to the Borrower, arising from the sale or lease of goods and services, including the Inventory, by Borrower any obligation that might be characterized as an account, contract right, general intangible or chattel paper under the Code, all of the Borrower’s rights in, to and under all purchase orders, now or hereafter received by the Borrower for such Inventory, and all monies due or to become due to the Borrower under all contracts for the sale, lease, or other disposition of the Inventory (whether or not yet earned by performance) or in connection with any other transaction (including the right to receive the proceeds of said purchase orders and contracts}, and all collateral security and guarantees of any kind given by any obliger, with respect to any of the foregoing.

	jj.	“Requirement of Law” as to any Person, means the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law (including common law), statute, ordinance, treaty, rule, regulation, order, decree, judgment, writ, injunction, settlement agreement, requirement, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

	kk.	“Responsible Officer” with respect to any Person, means the chief executive officer, president, or chief financial officer of such Person, except that with respect to financial matters, the Responsible Officer shall be the chief financial officer or treasurer of such Person.

	II.	“Sanctions” means sanctions administered or enforced by the US Department of the Treasury’s Office of Foreign Assets Control (OFAC), US Department of State, United Nations Security Council, European Union, Her Majesty’s Treasury, or other relevant sanctions authority.

	h.	Subject to Section 2(b){ii) above, Borrower may prepay principal without penalty.

	i	Borrower hereby grants Lender the right to convert the Obligations, or any part of them, into such equity or debt securities offered by any Borrower in any offering, private or otherwise, from the Closing Date until the earlier of (i) the date of pre-payment of the Obligations or (ii) the date that is 18 months from the Closing Date.

	ii.	the choice of Wyoming state courts or a federal court sitting in the District of Wyoming as the exclusive venue to adjudicate disputes arising out of or in connection with this Agreement; and

	iii.	any judgment rendered by the courts referenced immediately above without reconsidering the merits of the case.

	c.	The execution and delivery of this Agreement and the other Loan Documents contemplated hereby and the performance by Borrower hereunder and thereunder (i) do not and will not conflict with or violate any provision of the operating agreement of Borrower and (ii) do not and will not (A) conflict with or result in a breach of the terms, conditions or provisions of, (B) constitute a default under, (C) result in the creation of any encumbrance, lien or other restriction of any nature upon the Borrower’s assets pursuant to, (D) give any third party the right to modify, terminate or accelerate any obligation under, (E) result in a violation of, or require any authorization, consent, approval, exemption or other action by or notice to any third party pursuant to, any agreement, instrument, order, judgment, license, permit, decree, law, regulation, ordinance or judgment to which any of Borrower or the Collateral or is a party or is subject or bound.

	d.	Other than reports required to be filed by the 1934 Act, no filings with, notices to, or approvals or consents of, any federal, state or local governmental or regulatory agency or body or any other Person are required to be obtained by Borrower in connection with the consummation of the transactions contemplated by the Loan Documents.

	e.	Other than the Permitted Debt, Borrower has no liability or obligation of any nature relating directly or indirectly to the assets of Borrower (whether accrued or unaccrued, absolute or contingent, known or unknown, due or to become due, liquidated or unliquidated or secured or unsecured or otherwise). Borrower is not aware of any basis upon which any such liability or obligation may be asserted against Borrower or their employees, contractors or affiliates or otherwise adversely affect the transactions contemplated by the Loan Documents.

	f.	There are no charges, complaints, claims, actions, suits, disputes, investigations, arbitrations, demands or other proceedings pending or, to the best knowledge of Borrower, threatened before or by any court, governmental agency or instrumentality, arbitrator, Person to which Borrower is, or are threatened to be, a party or to which, to the best knowledge of Borrower, any employee, independent contractor or affiliate of Borrower is or is threatened to be a party, or which relate to Borrower, the business of Borrower, or any of the assets of Borrower or any other agreement related hereto. To the best knowledge of Borrower, there is no basis or grounds for any of the foregoing. Borrower is not subject to or bound by any injunction, order or decree of any court or governmental or administrative agency.

	g.	There are no existing defaults, Events of Default, breaches or other circumstances, facts or events that with the passage of time or giving of notice, or both, would constitute a default, Event of Default or breach on the part of Borrower under any agreement of Borrower or otherwise.

	h.	Borrower has obtained and maintained all required local, state and federal licenses and permits necessary to operate Borrower’s business and all such licenses and permits are in good standing and Borrower has no knowledge of any actions, claims or violations that are pending that would result in any limitations on or suspension or termination of such licenses.

	i.	All financial statements and reports relating to the Borrower provided by Borrower or made available or disclosed to Lender and its accountants, attorneys and other agents are GAAP-compliant, complete, accurate and fairly present the financial position and performance of Borrower in all material respects for the periods to which they relate, and there has been no adverse change in the condition, financial or otherwise, of Borrower since the last disclosed statement.

	j.	All of the representations and warranties made by Borrower contained in the Loan Documents contemplated hereby and all information delivered to Lender including in any schedule, attachment, certificate or exhibit hereto are true, correct and complete on the date of this Agreement, throughout the term of this Agreement. Borrower has not omitted to state to Lender any fact relating to the Borrower, which (i) is necessary to make the information given by or on behalf of Borrower not misleading, (ii) if disclosed would reasonably affect the decision of a Person considering making a loan to Borrower or (iii) has or which could reasonably be expected to have an adverse effect upon the Borrower or the profits, condition (financial or otherwise) or prospects of the Borrower’s business.

	k.	Borrower is the record and beneficial owner of and has good and marketable title to the Collateral free of any and all liens or options in favor of, or claims of, any other Person and Lender’s security interest in the Collateral is a first priority lien in such Collateral, senior to any other lien or encumbrance, and there are no unrecorded liens or encumbrances on the Collateral.

	I.	There are no actions or proceedings pending or, to Borrower’s knowledge, threatened by or against Borrower or any Subsidiary in which an adverse decision could cause a Material Adverse Change.

	m.	All consolidated financial statements for Borrower delivered to Lender fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations. There has not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Lender.

	n.	The fair salable value of Borrower’s assets (including goodwill minus disposition costs) exceeds the fair value of their liabilities; the Borrower is not left with unreasonably small capital after the transactions in this Agreement; and Borrower is able to pay their debts (including trade debts) as they mature.

	o.	This Agreement is entered into by Borrower for the Business Purpose.

	a.	At all times preserve, renew and keep in full force and effect its corporate existence, rights, licenses, permits and franchises and comply with all applicable laws, and operate its business in the manner in which it is presently conducted and operated;

	b.	At all times preserve all Property (except for such property as is disposed of in the ordinary course of business) used or useful in the conduct of the Business and keep the same in good repair, working order and condition (subject to normal wear and tear), and from time to time make, or cause to be made, all necessary and proper repairs, whether pursuant to a warranty or otherwise, renewals, replacements, betterments and improvements thereto;

	c.	Execute such other documents and instruments as Lender may reasonably request, duly executed by Borrower, to further implement and effectuate the purposes of this Agreement;

	d.	Keep the insurable Collateral and other properties insured at all times at the replacement value thereof, by financially sound and reputable insurers, and maintain or cause to be maintained such other insurance to such extent and against such risks, including fire and other risks insured against by extended coverage, as is, the Borrower’s best judgment, customary with companies in the same or similar business, and maintain in full force and effect public liability insurance against claims for personal injury, death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by it and manufacturer’s liability insurance against claims for personal injury or death occurring in connection with the use of any products assembled, manufactured or sold by it in such amount as the Borrower shall in good faith deem necessary, or as may be reasonably required by the Lender and maintain such additional insurance as may be required by law. In respect of the Collateral, the Lender shall be loss payee under all policies of insurance maintained thereon. The Lender shall be entitled to at least 30 days’ prior written notice of the insurer’s intention to cancel or reduce any policies of insurance required by this subsection, and, at its election and without any obligation whatsoever, shall have an opportunity to cure any defaults thereunder during such time. In addition, the Borrower shall deliver renewals of all such policies not less than 30 days prior to the expiration date of such policies. The Borrower shall furnish to the Lender full information as to the insurance carried (including a copy or the original, as required hereby, of all insurance policies), as well as proof of payment therefor, and pay for all insurance obtained in accordance herewith upon the terms of invoices therefor.

	e.	Pay all indebtedness and obligations (other than Permitted Debt) promptly and in accordance with their respective terms, and pay and discharge promptly all taxes, assessments, and governmental charges or levies imposed upon it or in respect of its property, before the same shall become in default, as well as all lawful material claims for labor, materials, and supplies or otherwise which, if unpaid, might become a lien or charge upon such property or any part thereof, and timely comply with all applicable laws and governmental rules and regulations; provided, however that the Borrower shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge, lien or claim, or timely comply with laws and governmental rules so long as the validity thereof shall be contested by appropriate legal proceedings timely initiated and conducted in good faith, and (i) in the case of an unpaid tax, assessment, governmental charge or levy, lien, encumbrance, charge or claim, such proceedings shall be effective to suspend the collection thereof from the Borrower, and its properties; (ii) neither such properties nor any part thereof, nor any interest therein would be in any danger of being sold, forfeited or lost; (iii) in the case of a law and governmental rule or regulation, neither the Borrower nor the Lender would be in any danger of criminal liability for failure to comply therewith; and (iv) there shall have been established such reserve or other appropriate provision, if any, with respect thereto on the books of the Borrower, as shall be required by generally accepted accounting principles with respect to any such tax, assessment, charge, lien, claim, encumbrance, law, rule or regulation, so contested.

	f.	Furnish to Lender on a monthly basis, balance sheets, statements of income and loss, and statements of cash flow, prepared in accordance with GAAP, and all such other information regarding the operation, business, affairs and financial condition of the Borrower as the Lender may reasonably request, including the ratio of cash on deposit in the Borrower’s operating accounts to outstanding Obligations.

	g.	On 1 January, 1 April, 1 July and 1 October of each year during the Term, deliver to the Lender a compliance certificate from the chief financial officer of the Parent (x) containing all information and calculations necessary for determining compliance by each individual Borrower and its Subsidiaries with the provisions of this Agreement as of the last day of the fiscal quarter or fiscal year of the Borrower, as the case may be and (y) stating that each individual Borrower during such period has observed and performed all of the covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such chief financial officer has not obtained any knowledge of any breach or Event of Default except as specified in such certificate.

	h.	Promptly, and in any event within 10 days of the following events, to the extent not previously disclosed to the Lender, deliver to the Lender a description of any change in the jurisdiction of organization of any individual Borrower or any of its Subsidiaries.

	i.	Promptly, upon receipt of the same, deliver to the Lender copies of all notices, requests and other documents received by any Borrower or any of its Subsidiaries under or pursuant to any Material Contract or instrument, indenture, loan agreement regarding or related to any breach or default by any party thereto or any other event that could materially impair the value of the interests or the rights of any Borrower or otherwise cause a Material Adverse Change and copies of the foregoing and such information and reports regarding Material Contracts and such instruments, indentures, loan agreements as the Lender may request from time to time.

	j.	As soon as available, and in any event within 30 days after the end of each fiscal year, deliver to the Lender a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for each Borrower and their Subsidiaries and containing such additional information as the Lender may reasonably specify.

	k.	Give the Lender prompt telephonic, electronic mail, text message or other written notice (to be confirmed within 48 hours by written notice) of any:

	i.	Event of Default or of any event which, with notice or the passage of time, or both, would constitute such an Event of Default, specifying the nature and extent thereof and the action which the party giving such notice proposes to take with respect thereto;

	ii.	default or event of default under any Contractual Obligation of any Borrower or any of its Subsidiaries;

	iii.	litigation, investigation or proceeding that may exist at any time between any Borrower or any of its Subsidiaries and any Governmental Authority;

	iv.	any litigation or proceeding affecting any Borrower or any of its Subsidiaries (i) in which the amount involved is at least $25,000 and not covered in full by insurance, (ii) in which injunctive or similar relief is sought or (iii) which relates to any Loan Document;

	v.	any development or event that has had or could reasonably be expected to cause a Material Adverse Change.

	I.	Keep its place of business and chief executive office and the office where it keeps its records concerning Receivables at its current location.

	m.	Keep its deposit account(s) at the bank(s) presently utilized by Borrower as its operating account(s). Borrower agrees that Borrower will not for any reason change banking institutions or instructions for payment of policies or Receivables to any other account without the express written consent of Lender.

	n.	At all reasonable times during business hours and as often as the Lender may reasonably request, permit any authorized representative of the Lender to visit and inspect any of the properties of the Borrower, including the Collateral, and the books in respect thereof, and to make extracts from such books and to discuss the affairs, finances and accounts with any oftheirrespective chieffinancial officers or such other person as may be designated by a Responsible Officer of the Borrower.

	o.	Promptly, from time to time as the Lender may reasonably request, perform such acts and execute, acknowledge, deliver, file, register, deposit or record any and all further instruments, agreements and documents whether to continue, preserve, renew, record or perfect interests conferred by this Agreement or any of the other Loan Documents, as well as the priority thereof, or otherwise in connection with the Obligations.

	p.	Pay all Lender Expenses incurred from time to time by the Lender with respect to any modification, consent or waiver of the provisions of any Loan Document reasonably required or requested in writing by the Borrower.

	q.	Utilize the Loan proceeds solely in connection with the Business for the Business Purpose.

	r.	The Borrower irrevocably consents to the service of process out of the applicable courts of Wyoming by mailing copies thereof by registered United States air mail postage prepaid to it at its address specified in the Preamble above.

	s.	Preserve, renew and maintain in full force and effect its corporate or organizational existence and take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted under this Agreement.

	t.	Comply with all Contractual Obligations and Requirements of Law.

	u.	Perform and observe all the terms and provisions of each such Material Contract to be performed or observed by it, maintain each Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Lender and, upon request of the Lender, make to each other party to each Material Contract such demands and requests for information and reports or for action as any Borrower or any of its Subsidiaries is entitled to make under such Material Contract.

	v.	Provide to Lender list of all Intellectual Property owned or leased by any Borrower and its Subsidiaries as of the Closing Date and a list of any Intellectual Property acquired by any Borrower since the date of the most recent report delivered pursuant to this clause (or, in the case of the first such report so delivered, since the Closing Date), on the same dates as delivery of the compliance certificate under Section 6(9).

	a.	Either, directly or indirectly, incur, create, assume or permit to exist any Lien with respect to any property or assets now owned or hereafter acquired, or be bound by or subject to any agreement or option to do so, except liens granted, incurred or created in favor of the Lender in connection with the Loan Documents;

	b.	Incur, create, assume or permit to exist any indebtedness or liability on account of deposits or advances or progress payments under any contract or any indebtedness or liability for borrowed money, or any other indebtedness or liability evidenced by notes, bonds, debentures or similar obligations, except indebtedness to trade creditors incurred in the ordinary course of business on usual and customary terms or upon terms and conditions acceptable to Lender in its sole discretion;

	c.	(i) Enter into any consolidation, (ii) liquidate, wind-up or dissolve itself, (iii) sell, convey, transfer, assign, lease, abandon or otherwise dispose (including in a sale and leaseback) (“Dispose”) of (in one transaction or in a series of transactions), voluntarily or involuntarily, assets (tangible or intangible (including but not limited to sale, assignment, discount or other disposition of accounts, contract rights, chattel paper or general intangibles with or without recourse) constituting all or substantially all of its assets and Property;

	d.	Dispose of any of its property, whether now owned or hereinafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests of such Subsidiary to any Person, except:

	i.	the sale of Inventory in the ordinary course of the Business;

	ii.	the sale or disposition of machinery and Equipment no longer used or useful in the business of the Borrower;

	iii.	the disposition of obsolete or worn-out Property in the ordinary course of business;

	e.	Declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any equity interests of the Borrower or any of Subsidiaries, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower or any of their respective Subsidiaries;

	f.	Pay bonuses to any Person, including officers and directors of the Borrower or any Subsidiary not set forth in an incentive plan or in such Person’s service or employment agreements;

	g.	Enter into or permit to exist or become effective any agreement with any Person which prohibits or limits the ability of any Borrower to create, incur, assume or permit to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired;

	h.	Enter into any business, directly or indirectly, except for the Business or a business that is reasonably related thereto;

	i.	Except in connection with an acquisition or merger transaction or to create a new class of securities, amend, supplement or otherwise modify (pursuant to a waiver or otherwise):

	i.	its articles of incorporation, certificate of designation (or corporate charter or other similar organizational document) operating agreement or bylaws (or other similar document); or

	ii.	the terms and conditions of any Material Contract;

	,.	the ownership of all outstanding equity interests in the Borrower;

	ii.	maintaining its corporate existence;

	111.	participating in tax, accounting and other administrative activities as the parent of the consolidated group of companies including the Borrower Subsidiaries;

	i.	(1) Violate any Anti-Terrorism Laws; (2) engage in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited offenses designated by the Organization for Economic Co-operation and Development’s Financial Action Task Force on Money Laundering; or (3) permit any of their respective Affiliates to violate these laws or engage in these actions;

	ii.	Use, directly or indirectly, the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (1) to fund any activities or business of or with any Person, or in any country or territory, that, is, or whose government is, the subject of Sanctions at the time of such funding, or (2) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans, whether as underwriter, advisor, investor, or otherwise);

	iii.	(1) Deal in, or otherwise engage in any transaction related to, any property or interests in property blocked pursuant to any Anti-Terrorism Law, (2) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempt to violate, any of the prohibitions set forth in any Anti-Terrorism Law; or (3) permit any of their respective Affiliates to do any of the foregoing.

	a.	any negligent action or omission of Borrower or any of the Borrower’s employees, contractors, agents or any other Person acting under Borrower’s supervision or control prior to, as of, or following the Effective Date;

	b.	any inaccuracy or breach of any representation or warranty made by Borrower in this Agreement or any other Loan Document, document or instrument executed or delivered by Borrower in connection with this Agreement or any breach or non-performance of any covenant or agreement made by Borrower in this Agreement or any other Loan Document, document or instrument executed or delivered by Borrower in connection with this Agreement;

	c.	any Loan Document and the payments due thereunder, including Lender Expenses;

	d.	the willful misconduct of Borrower, their agents or employees;

	e.	the misapplication or conversion by Borrower of any insurance proceeds paid by reason of any loss, damage or destruction to the Collateral;

	f.	Any state or local documentary stamp taxes, intangible taxes, personal property taxes and sales tax, if any, imposed by virtue of the execution and acceptance of this Agreement, the Loan Documents, Lender’s perfection of its security interest in the Collateral, including deeds of trust filed with regard to the Receivables, and the transactions contemplated hereby and thereby.

	9.	The Borrower hereby waives diligence, presentment, protest, notice of protest, notice of dishonor, notice of nonpayment of the Note, and any and all other notices and demands in connection with the delivery, acceptance, performance, default or enforcement of this Agreement and the Note and specifically consents to and waives notice of any renewal or extension of this Agreement. The Borrower hereby waives the benefits of the statute of limitations to the maximum extent allowed by law. No delay by the Lender in exercising any power or privilege hereunder, nor the single or partial exercise of any power or privilege hereunder, shall preclude any other or further exercise thereof, or the exercise of any other power or privilege hereunder.

	10.	All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth in the Preamble above or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a Banking Day during normal business hours where such notice is to be received), or the first Banking Day following such delivery (if delivered other than on a Banking Day during normal business hours where such notice is to be received) or (b) on the second Banking Day following the date of mailing by reputable courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. Any party hereto may from time to time change its address for notices under this Section by giving at least ten (10) days’ prior written notice of such changed address or facsimile number to the other party hereto.

	11.	Each of the parties hereby consents to service of process by registered mail, Federal Express or similar courier at the address listed in the Preamble above, it being agreed that service in such manner shall constitute, to the extent permitted by law, in every respect effective and valid service upon such party or its respective successors or permitted assigns in connection with any such action or proceeding; provided, however, that nothing in this Section 11 shall affect the right of any such parties or their respective successors and permitted assigns to serve legal process in any other manner permitted by applicable law. The Parent, SBC, SBL and SB UK hereby irrevocably appoint Slinger Bag Americas as its authorized agent to receive for and on its behalf service of summons or other legal process in any action, suit or proceeding arising out of or in connection with this Agreement in the State of Wyoming and covenants and agrees that such service may be made upon Slinger Bag Americas by mail as described above at the office of Slinger Bag Americas at 2709 N. Rolling Road, Unit 138, Windsor Mill, Maryland, 21244 (or at such other United States address Borrower provides in accordance with Section 10) and each individual borrower hereby irrevocably authorizes and directs Slinger Bag Americas to accept such service on its behalf.

	12.	Miscellaneous.

	a.	THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE, DISTRICT OR FEDERAL COURT SITTING IN CHEYENNE COUNTY IN THE STATE OF WYOMING OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT TO THE EXCLUSION OF ANY OTHER COURT OR TRIBUNAL. THE PARTIES IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. The parties agree the substantive law of the State of Wyoming shall govern this Agreement exclusive of its conflict of laws doctrine. Final judgment in any such suit, action, or proceeding brought in any such court shall be conclusive and binding upon a party hereto and may be enforced in any court in which such party is subject to jurisdiction by a suit upon such judgment provided that service of process is effected upon such party as permitted hereunder or by applicable law.

	b.	If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder in US Dollars into another currency, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be that at which, in accordance with normal banking procedures, the Lender could purchase US Dollars with such other currency at the buying spot rate of exchange in the New York foreign exchange market on the Banking Day immediately preceding that on which any such judgment, or any relevant part thereof, is given.

	c.	The obligations of the Borrower in respect of any sum due to the Lenders hereunder and under the other Loan Documents shall, notwithstanding any judgment in a currency other than US Dollars, be discharged only to the extent that on the Banking Day following receipt by the Lender of any sum adjudged to be so due in such other currency the Lender may, in accordance with normal banking procedures, purchase US Dollars with such other currency. If the amount of US Dollars so purchased is less than the sum originally due to the Lender in US Dollars, the Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify the Lender against such loss. If the amount of US Dollars so purchased exceeds the sum originally due to the Lender in US Dollars, the Lender shall remit such excess to the Borrower.

	d.	No modification or waiver of any provision of this Agreement or any other Loan Document nor consent to any departure by the Borrower therefrom shall in any event be effective against the Lender unless the same shall be in writing and signed by all parties hereto, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall entitle such parties to any other or further notice or demand in the same, similar or other circumstances.

	e.	The remedies of the Lender contained in this Agreement are cumulative with one another and with any other remedies which the parties hereto may have at law, in equity, under any agreements of any type or otherwise and no failure or delay on the part of the Lender in exercising any right, power or privilege under the Loan Documents shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right, power or privilege.

	f.	In case any one or more of the provisions contained in the Loan Documents should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby.

	g.	In the event of any conflict, inconsistency or ambiguity between the provisions of this Agreement and the provisions of any other Loan Document, the provision which best assures the payment and performance of the Obligations or enlarges the security interest of the Lender in and to the Collateral, shall prevail.

	h.	The name of this Agreement, as well as Section headings used herein, are for convenience of reference only and are not to affect the construction of, or be taken into consideration, in interpreting this Agreement. No language in any Loan Document will be construed against any party as the drafter.

	i.	This Agreement, any schedules or exhibits hereto, constitute the entire understanding and agreement between Borrower and Lender and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement or communication relating thereto.

	J.	The covenants and agreements contained in this Agreement shall be binding on, and shall inure to the benefit of, the legal and personal representatives, heirs, successors, and permitted assignees of the parties. This Agreement may be executed in one or more facsimile or emailed PDFs, each of which will be deemed to be an original and all of which together will be deemed to be one and the same document.

	k.	Lender shall not have by reason of this Agreement or any Loan Document, or otherwise, a fiduciary relationship with the Borrower, and Borrower hereby waives and releases the Lender from all claims and liabilities arising out of any fiduciary duty hereunder.

	I.	THE BORROWER DESIRES THAT ITS DISPUTES BE SETTLED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. FURTHER, THE BORROWER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE LENDER NOR THE LENDER’S COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. FINALLY, THE BORROWER ACKNOWLEDGES THAT THE LENDER HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, INTER ALIA, THE PROVISIONS OF THIS SECTION.

	LENDER:

	SB INVESCO LLC,
	a Wyoming limited liability company


	By:	SBI Management LLC
	Its:	Manager


	By:	Chessler Holdings, LLC
	Its:	Manager


	B/s”	QaviB L. O,dssler
	Its:	Chief Executive Officer