Form of Bridge Loan Documents

AGREEMENT


In consideration for a loan by ______________ (the "Investor") to Bio-Aqua Systems, Inc., a Florida corporation ("BA/Company"), BA hereby agrees that the principal amount of the loan of _______ Thousand ($___,000) Dollars, together with interest at eight percent (8%) per annum, shall be paid on the earlier of (i) the closing of BA's initial public offering or (ii) ______________.


This loan shall be evidenced by a Promissory Note between the Company as Maker and the Investor as Payee of even date herewith.


As additional consideration, the Investor shall receive ________ shares of restricted Class A Voting Common Stock, par value $.0001 (the "Class A Common Stock") of BA, subject to a lock- up period of six (6) months from the effective date of the Registration Statement or such other lock- up period as may be imposed by the Company's Underwriter or the National Association or Securities Dealers or by any national exchange including the National Association of Securities Dealers Automated Quotation (Nasdaq) System in connection with the Registration Statement.


The Investor represents that it is an Accredited Investor as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended (the "Act").


The Company has not made any other representations or warranties to the Investor with respect to the Company or rendered any investment advice to the undersigned. The Investor represents that the Investor (i) has adequate means of providing for the undersigned's current financial needs and possible personal contingencies and has no need for liquidity of investment in the Company; (ii) can afford (a) to hold unregistered securities for an indefinite period of time as required; and (b) sustain a complete loss of the entire amount of the investment; and (iii) has not made an overall commitment to investments which are not readily marketable which is disproportionate so as to cause such overall commitment to become excessive.


The Investor has been afforded the opportunity to ask questions of, and receive answers from, the officers and/or directors of the Company acting on its behalf concerning the terms and conditions of this transaction and to obtain any additional information, to the ex ...