展品10.1

橋樑貸款協議

截至2024年10月29日

康duit 藥品公司股份有限公司（以下簡稱“借款人）和global partners/A.G.P. (全球合作伙伴）出借人”) 同意如下：

文章 我

預付款項的金額及條件

第1.01節。 進步。

貸款人同意根據下文規定的條款和條件提前支付（“預付款”）給借款人，在本日將款項存入借款人在貸方的帳戶，金額不超過$600,000.00（“承諾”).

第1.02節。 取得進展。

(a) 資金將在此日期前提供，受以下條件限制，借款人在此日期向借款人發出的書面通知（“提前 通知”），截至當天紐約時間上午11:00，在履行第二章規定的適用條件後，出借人將向借款人提供同日所得資金，轉入出借人的帳戶。

(b) 預付通知應爲不可撤銷，並對借款人具有約束力。借款人應對出借人因未能按照預付通知中指定的日期兌現預付款所招致的任何損失或合理和有記錄的直接成本或費用進行賠償，這包括但不限於根據第二條所規定的適用條件未能兌現預付款而導致的因出借人清算或重新投資出借人用於預付款的存款或其他基金而產生的任何損失、成本或費用，當由於此類失敗而未能在該日期兌現預付款時。

第1.03節。 認股權證。 作爲預付款的部分對價，公司同意向放款人發行認股權證，以購買借款人普通股的股份，金額等於承諾的總和除以借款人普通股的收盤價，日期爲橋樑貸款協議簽訂日，附件b所附的形式（“權證”).

章節 1.04。 還款。

借款人應根據借款人的一份形式基本上與此附表A的承諾書（以下簡稱「借款人的承諾書」）相符的未償還預付款總本金數額償還。單張債券表明由預付款產生的債務的借據，並根據第二條交付給貸款人。

章節 1.05。 利息。

借款人應自取得該項前進資金之日起支付未償本金的利息，直至該本金全部償還之日止，利率始終爲每年4.21%。

第1.06節。 提前償還。

在到期日之前，借款人有權提前償還任何預付的本金金額，以及任何應計但未支付的利息。

章節 1.07。 某些定義。

(a) “第十章 轉讓證券 第10.1節 交易 如果發行受託人證明，債券持有人可以交換並迅速交付發行受託人這樣的證明，無論是有欠款未償還，還是實質性週轉的時候，都可以在世界範圍範圍內經由源和債券市場交易。「」表示紐約市銀行不需要關閉或被授權關閉的一年中的某一天。

(b) “到期日”表示2024年12月31日。

第1.08節。 支付和計算。

(a) 借款人應在美國紐約市時間上午11:00（當天）之前，以美元形式將本次及《票據》下的未償餘額以及任何應計未償利息和費用償還給位於第6.03節提及的地址的貸款人。

(b) 借款人特此授權出借人，如在本合同或票據項下的付款到期時未及時支付，出借人有權不時從借款人在出借人處的任何或所有帳戶中扣除所欠款項。

(c) 所有計息均應基於360天的年度由放款人進行計算。

第二條

借款條件

第2.01節。 初步支取的先決條件。

出借方作出預付款的義務應受到控件的先決條件，即出借方應在預付款當天或之前收到以下文件，每份文件日期應與當天相同，並符合出借方合理滿意的形式和內容：

(a) 這個註釋。

(b) 借款人董事會批准本協議和票據的決議及其他必要的公司行動和政府批准文件的認證複印件，如有。

(c) 借款人首席執行官的證明書，證明以下事項：(1) 本協議第3.01節中包含的各項聲明和保證在所有重大方面均屬實（不重複重大性），並且在提前支付款項的日期（或如有規定的較早日期）時在所有重大方面均屬實（不重複檢查重大性）；(2) 沒有發生正在持續的事件，也不會發生，或會由於此付款或從中獲得的款項的使用而發生，構成《默認事件》（如本協議第5.01節所定義），或雖然要求給予通知或時間已經過去或兩者都有要求才會構成《缺省事件》；以及(3) 借款人授權簽署本協議、票據和其他交付文件的官員的姓名和真實簽名。

(d) 就借款人而言，湯普森希恩律師事務所的意見應當以貸款人合理要求的形式和內容滿意,具備正常事務,合理的事項作爲貸款人可能要求的要求。

(e) 預先通知。

（f）收到借款人可能合理要求的其他批准或文件。

(e) 一個經妥善執行的授權證書。

第三章

陳述與保證

第3.01節。 借款人的陳述與保證。

借款人如下聲明並擔保：

(a) 借款人是根據本協議起始處指明的法域法律合法成立、有效存續併合法存在的公司。

(b) 借款人執行、交付和履行本協議和票據的行爲均在借款人的公司權力範圍內，已得到所有必要公司行動的充分授權，並且不違反（i）借款人的公司章程或章程，或（ii）法律或任何約束借款人的合同限制，但就本款(ii)而言，合理預期不會對借款人造成重大不利變化。

(c) 無 需要借款人出於本協議或票據的有效執行、交付和履行而獲得授權、批准或其他行動，亦無需向任何政府機構或監管機構發出通知或進行備案，除非這些授權、批准或其他行動已在本協議簽署日期之前獲得或作出，並在借款人收到首筆預付款的日期依然有效。

(d) 本協議及其根據本協議簽發的票據在符合各自條款的情況下，是借款人的合法、有效和有約束力的義務，但受破產、無力清償債務或其他一般適用於債權人權利執行的法律的約束。

(e) The consolidated financial statements of the Borrower included or incorporated by reference in the Company’s Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on October 24, 2024 and the Prospectus included therein (the “Prospectus”), together with the related notes and schedules, present fairly, in all material respects, the consolidated financial position of the Borrower and its subsidiaries as of the dates indicated and the consolidated statement of operations, consolidated statement of cash flows and consolidated statement of stockholders’ equity (deficit) of the Borrower for the periods specified, except that such unaudited financial statements are subject to normal year-end adjustments and lack footnotes required by GAAP, and have been prepared in compliance in all material respects with the requirements of the Securities Act of 1933, as amended, and Exchange Act of 1934, as amended, as applicable, and in conformity with generally accepted accounting principles (“GAAP”) in the United States as in effect as of the time of filing applied on a consistent basis (except for such adjustments to accounting standards and practices as are noted therein) during the periods involved.

(f) There is no pending or, to the knowledge of the Borrower, threatened action or proceeding affecting the Borrower or any of its subsidiaries before any court, governmental agency or arbitrator, which may materially adversely affect the financial condition or operations of the Borrower or any subsidiary or which purports to affect the legality, validity or enforceability of this Agreement or the Note.

(g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

Article IV

COVENANTS OF THE BORROWER

Section 4.01. Affirmative Covenants.

So long as the Note shall remain unpaid or the Lender shall have any Commitment hereunder, the Borrower will, unless the Lender shall otherwise consent in writing:

(a) Use of Proceeds. Only use the proceeds from the Advance for working capital and general corporate purposes.

(b) Compliance with Laws, Etc. Comply, and cause each of its subsidiaries to comply, in all material respects with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or upon its property except to the extent contested in good faith.

(c) Reporting Requirements. Furnish to the Lender such information respecting the condition or operations, financial or otherwise, of the Borrower or any of its subsidiaries as the Lender may from time to time reasonably request.

(d) Stockholder Approval. The Borrower shall hold an annual or special meeting of stockholders on or prior to the date that is ninety (90) days following the issuance date of the Warrant for the purpose of obtaining the approval of the Borrower’s stockholders as may be required under Nasdaq rules to permit the exercise of the Warrant (the “Stockholder Approval”), with the recommendation of the Borrower’s Board of Directors that such proposals are approved, and the Borrower shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. If the Borrower does not obtain Stockholder Approval at the first meeting, the Borrower shall call a meeting every ninety (90) days thereafter to seek Stockholder Approval until the Stockholder Approval is obtained.

(e) Sales Agreement Use of Proceeds. The Borrower covenants and agrees that any and all proceeds generated from the sale if its securities pursuant to the terms of the Sales Agreement with the Lender dated October 23, 2024 (the “Sales Agreement”), shall be used to repay the Commitment, plus all accrued and unpaid interest, until such amounts are repaid in full.

(f) Waiver of Side Letter Condition. Reference is made to that certain side letter executed by and between the Lender and the Borrower, dated September 22, 2023 (the “Side Letter”). Pursuant to the terms of the Side Letter, the Lender and Borrower agreed that 25% of the net proceeds of any Capital Raise (as defined in the Side Letter) would be paid to the Lender until the full Deferred Amount (as defined in the Side Letter) has been paid (the “Capital Repayment Condition”). The Lender and Borrower hereby covenant and agree to waive the Capital Repayment Condition until such time as the Commitment, plus all accrued and unpaid interest, are repaid to the Lender in full. After such repayment, the Capital Repayment Condition shall continue to remain in effect until the Deferred Amount (as defined in the Side Letter) is repaid in full, however the Capital Repayment Condition shall not be paid from proceeds raised from the Sales Agreement.

Section 4.02. Negative Covenants.

So long as the Note shall remain unpaid or the Lender shall have any Commitment hereunder, the Borrower will not, without the written consent of the Lender:

(a) Liens, Etc. Create or suffer to exist, or permit any of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, any right to receive income, in each case to secure or provide for the payment of any Debt, except for Permitted Liens. “Permitted Liens” means (i) liens for taxes not yet due and payable, for less than $100,000 in the aggregate, or which are being contested in good faith by appropriate proceedings diligently pursued, provided that provision for the payment of all such taxes has been made on the books of such person as may be required by GAAP, consistently applied; (ii) mechanics’, materialmen’s, banker’s, carriers’, warehousemen’s and similar liens and encumbrances arising in the ordinary course of business and securing obligations of such person that are not overdue for a period of more than 60 days, for less than $100,000 in the aggregate, or are being contested in good faith by appropriate proceedings diligently pursued, provided that in the case of any such contest (1) any proceedings commenced for the enforcement of such liens and encumbrances shall have been duly suspended; and (2) such provision for the payment of such liens and encumbrances has been made on the books of such person as may be required by GAAP, consistently applied; (iii) liens arising in connection with worker’s compensation, unemployment insurance, old age pensions and social security benefits and similar statutory obligations which are not overdue, for less than $100,000 in the aggregate, or are being contested in good faith by appropriate proceedings diligently pursued, provided that in the case of any such contest (1) any proceedings commenced for the enforcement of such liens shall have been duly suspended; and (2) such provision for the payment of such liens has been made on the books of such person as may be required by GAAP, consistently applied; (iv) liens incurred in the ordinary course of business to secure the performance of statutory obligations arising in connection with progress payments or advance payments due under contracts with the United States government or any agency thereof entered into in the ordinary course of business; (v) liens incurred or deposits made in the ordinary course of business to secure the performance of statutory obligations, bids, leases, fee and expense arrangements with trustees and fiscal agents and other similar obligations (exclusive of obligations incurred in connection with the borrowing of money, any lease-purchase arrangements or the payment of the deferred purchase price of property), provided that full provision for the payment of all such obligations set forth in clauses (iv) and (v) has been made on the books of such person as may be required by GAAP, consistently applied; (vi) (1) liens arising in connection with capital leases (and attaching only to the property being leased and the proceeds thereof), (2) liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such lien attaches to such property within ninety (90) days of the acquisition thereof and attaches solely to the property so acquired and the proceeds thereof, and (3) any lien existing on any property or asset prior to the acquisition thereof by the Borrower or any subsidiary of the Borrower or existing on any property or asset of any person that becomes a subsidiary of the Borrower after the date of this Agreement prior to the time such person becomes a subsidiary of the Borrower, provided that such lien is not created in contemplation of or in connection with such acquisition or such person becoming a subsidiary of the Borrower, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof except by the amount of any interest, premiums or penalties required to be paid plus fees and expenses associated therewith; (vii) attachments, appeal bonds, judgments and other similar liens arising in connection with court or legal proceedings, which do not result in an Event of Default, provided the execution or other enforcement of such liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (viii) survey exceptions, easements, zoning and other statutory restrictions, rights of way, restrictions, land use or similar laws and regulations affecting real property, minor defects or irregularities in title and other similar liens not interfering in any material respect with the ordinary conduct of the business of the Borrower; (ix) deposits to secure the performance of bids, trade contracts, leases and other obligations of a like nature, in each case, in the ordinary course of business; (x) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower or any of its subsidiaries maintains deposits in the ordinary course of business; (xi) any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted hereunder and any leases, subleases, licenses or sublicenses granted by the Borrower or any of its subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the business of the Borrower or such subsidiary; (xii) purported liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (xiii) other liens; provided that aggregate amount of all obligations of the Borrower and its subsidiaries secured by such liens does not exceed $100,000 at any time outstanding and so long as such liens do not attach to accounts receivable or inventory of the Borrower; and (xiv) liens incurred in connection with the restructuring or refinancing of any Debt as described in the Registration Statement and the Prospectus.

(b) Debt. Create or suffer to exist, or permit any of its subsidiaries to create or suffer to exist, any Debt other than as described in the Registration Statement and the Prospectus, including any filings with the SEC made by Borrower that are incorporated by reference therein, prior to the date hereof and other Permitted Debt; provided that the Borrower shall be permitted to restructure or refinance any Debt described in the Registration Statement and the Prospectus (provided that such restructured or refinanced Debt (A) is not for a greater principal amount than the existing Debt, (B) does not purport to restrict the repayment of indebtedness under this Agreement and the Note, and (C) no Event of Default shall have occurred and be continuing hereunder). “Debt” means (i) indebtedness for borrowed money, (ii) obligations evidenced by bonds, debentures, notes or other similar instruments, (iii) obligations to pay the deferred purchase price of property or services, (iv) obligations as lessee under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, (v) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clause (i) through (iv) above, and (vi) liabilities in respect of unfunded vested benefits under plans covered by Title IV of ERISA. “Permitted Debt” means (i) indebtedness arising hereunder; (ii) current unsecured trade payables and accrued liabilities arising in the ordinary course of the Borrower’s business (including, without limitation, obligations under operating leases); (iii) purchase money indebtedness and capital leases incurred in connection with the acquisition of fixed assets in an aggregate amount not exceeding $50,000 at any one time outstanding; (iv) indebtedness of a subsidiary acquired after the date of this Agreement or an entity merged into or consolidated with the Borrower or any subsidiary of the Borrower after the date of this Agreement and indebtedness assumed in connection with the acquisition of assets, which indebtedness, in each case, exists at the time of such acquisition, merger or consolidation and is not created in contemplation of such event and where such acquisition, merger or consolidation is permitted by this Agreement; (v) indebtedness in respect of netting services, overdraft protection and otherwise in connection with deposit accounts or similar accounts incurred in the ordinary course of business, provided such debt is extinguished within five (5) days of its incurrence; (vi) indebtedness incurred in the ordinary course of business in connection with the financing of insurance premiums of the Borrower or any of its subsidiaries; (vii) indebtedness arising from agreements of the Borrower providing for indemnification, adjustment of purchase price or acquisition price or similar obligations (including earn-outs), in each case, incurred or assumed in connection with the acquisition contemplated on the date hereof; and (viii) other indebtedness of Borrower in an aggregate amount not in excess of $50,000 in the aggregate at any time outstanding.

(c) Dividends, Etc. Declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of capital stock of the Borrower, or purchase, redeem or otherwise acquire for value (or permit any of its subsidiaries to do so) any shares of any class of capital stock of the Borrower or any warrants, rights or options to acquire any such shares, now or hereafter outstanding, except that the Borrower may (i) declare and make any dividend payment or other distribution payable in common stock of the Borrower, and (ii) purchase, redeem or otherwise acquire shares of its common stock or warrants, rights or options to acquire any such shares with the proceeds received from the substantially concurrent issue of new shares of its common stock, provided, that, immediately after giving effect to such proposed action, no Event of Default or event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default would exist.

(d) Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any person or entity, or permit any of its subsidiaries to do so, except for Permitted Dispositions. “Permitted Dispositions” means (i) sales of inventory in the ordinary course of its business, (ii) disposition of (1) surplus, obsolete, worn out, replaced, no longer used or useful, unmerchantable, or unsalable equipment in the ordinary course of business and (2) assets of Borrower to the extent the market value of the property so disposed of does not exceed $100,000 during any single fiscal year, (iii) abandonment, lapse or other dispositions of intellectual property that is, in the reasonable good faith judgment of the Borrower or its subsidiary, either no longer economically practicable or commercially desirable to maintain or no longer necessary for the conduct of the business of the Borrower or any of its subsidiaries, (iv) dispositions of cash or cash equivalents, in each case, in a manner not prohibited by the other terms of this Agreement, (v) sales, transfers and other dispositions of accounts receivable (or notes accepted to evidence same) in connection with the compromise, settlement or collection thereof in the ordinary course of business, (vi) the lease, assignment, license or sub-license or sub-lease of any real or personal property in the ordinary course of business to the extent the same does not materially interfere with the business of the Borrower, (vii) the license or sublicense of intellectual property, (viii) the granting of Permitted Liens, (ix) any involuntary loss, damage or destruction of property; and (x) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property.

Article V

EVENTS OF DEFAULT

Section 5.01. Events of Default.

If any of the following events (“Events of Default”) shall occur and be continuing:

(a) The Borrower shall fail to pay any principal of, or interest on, the Note when the same becomes due and payable; or

(b) Any representation or warranty made by the Borrower herein or by the Borrower (or any of its officers) in connection with this Agreement shall prove to have been incorrect in any material respect when made; or

(c) The Borrower shall fail to perform or observe any term, covenant or agreement contained in this Agreement if such failure shall remain unremedied for five (5) Business Days after written notice thereof shall have been given to the Borrower by the Lender; or

(d) The Borrower or any of its subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any of its subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower or any of its subsidiaries shall take any corporate action to authorize any of the actions set forth above in this subsection (d); then, and in any such event, the Lender (i) may, by notice to the Borrower, declare its obligation to make the Advance to be terminated, whereupon the same shall forthwith terminate, and (ii) may, by notice to the Borrower, declare the Note, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Note, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower or any of its subsidiaries under the Federal Bankruptcy Code, (a) the obligation of the Lender to make Advances shall automatically be terminated and (b) the Advances, the Note, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

Article VI

MISCELLANEOUS

Section 6.01. Termination of Certain Payment Obligations.

The Fee Letter Agreement, effective September 22, 2023, between the Borrower and the Lender (the “Letter Agreement”) provides that the Borrower must pay to the Lender 25% of all net proceeds received in any Capital Raise, as defined in the Letter Agreement (the “Payment Obligation”). The Payment Obligation is terminated immediately.

Section 6.02. Amendments, Etc.

No amendment or waiver of any provision of this Agreement or the Note, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Lender, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 6.03. Notices, Etc.

All notices and other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless otherwise specified, and shall be delivered: if to the Borrower, at its address at 4995 Murphy Canyon Road, Suite 300, San Diego, CA 92123, Attention: David Tapolczay; and if to the Lender, at its address at 590 Madison Avenue, 28th Floor, New York, NY 10022, Attention: Thomas J Higgins, Managing Director (thiggins@allianceg.com); or, as to each party, at such other address as shall be designated by such party in a written notice to the other party. Each such notice or other communication shall be deemed given (i) when delivered personally, by email or by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid).

Section 6.04. No Waiver; Remedies.

No failure on the part of the Lender to exercise, and no delay in exercising, any right hereunder or under the Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 6.05. Costs, Expenses and Taxes.

The Borrower agrees to pay promptly after demand all reasonable and documented costs and expenses in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement, the Note and the other documents to be delivered hereunder, including, without limitation, plus disbursements for searches, recordings and similar expenses for counsel for the Lender with respect to the negotiation and delivery of this Agreement and the Note, in all cases in an amount not to exceed $25,000. The Borrower further agrees to pay promptly after demand all reasonable and documented costs and expenses, if any (including reasonable outside counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Note and the other documents to be delivered hereunder, including, without limitation, reasonable outside counsel fees and expenses in connection with the enforcement of rights under this Section 6.05. In addition, the Borrower shall pay any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of this Agreement, the Note and the other documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes.

Section 6.06. Right of Set-off.

Upon the occurrence and during the continuance of any Event of Default the Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, but excluding balances held or assets in respect of payroll accounts, employee benefit accounts, trust accounts, withholding accounts and other similar fiduciary accounts to the extent such funds are necessary to pay payroll, employee benefits and other similar payments accrued and/or payable in the ordinary course of business) at any time held and other indebtedness at any time owing by the Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and the Note, whether or not the Lender shall have made any demand under this Agreement or the Note and although such obligations may be unmatured. The Lender agrees promptly to notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Lender may have.

Section 6.07. Binding Effect.

This Agreement shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lender. This Agreement and the Note may not be assigned or transferred by the Lender to any person other than (a) an affiliate of the Lender or (b) so long as no Event of Default is then continuing, any other person (other than a natural person) in the business of making loans and other extensions of credit with the prior written consent of the Borrower. The Lender may pledge this Agreement and the Note and grant security interests herein and therein to any financing source of the Lender.

Section 6.08. Governing Law.

This Agreement and the Note shall be governed by, and construed in accordance with, the laws of the State of New York.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.