SUBORDINATION AGREEMENT
This SUBORDINATION AGREEMENT (this "Agreement") is made as of this 18th day
of June, 2007, by and among LaSalle Bank Midwest N.A. ("LaSalle"), LaSalle
Business Credit, a division of ABN AMRO Bank N.V., Canada Branch ("ABN AMRO")
(LaSalle and ABN AMRO are referred to herein collectively and individually, as
the context may permit, as "Lender"), High Capital Funding, LLC ("High Capital")
and other future investors that become signatories hereto (together with High
Capital, the "Subordinated Creditor").
WHEREAS, Tarpon Industries, Inc., a Michigan corporation ("Borrower"), is
indebted to Laurus, pursuant to a Promissory Note dated December 13, 2005 in the
original principal amount of $6,000,000 (including all substitutions and
replacements thereof, the "Subordinated Note"), which is secured by (i) a
guaranty, dated as of December 13, 3005, from ▇▇▇▇▇▇ Welding Co., Steelbank
Tubular, Inc., MTM Acquisition Company, JS&T Acquisition Company and FM, Inc.
(collectively, the "Subsidiaries"), and (ii) a Master Security Agreement and a
Stock Pledge Agreement, each dated as of December 13, 2005, each between Laurus,
Borrower and the Subsidiaries (collectively, the "Laurus Debt Instruments"), and
Borrower and the Subsidiaries will or may from time to time hereafter be
otherwise indebted to Laurus in various sums;
WHEREAS, ▇▇▇▇▇▇ Welding Co. is indebted to LaSalle pursuant to that certain
Loan and Security Agreement dated August 11, 2004 (as the same may be amended,
supplemented or replaced from time to time, the "▇▇▇▇▇▇ Loan Agreement") and is
secured by a guaranty of the Borrower and Steelbank Tubular Inc.;
WHEREAS, Steelbank Tubular Inc. is indebted to ABN AMRO pursuant to that
certain Loan Agreement dated February 17, 2005 (as the same may be amended,
supplemented or replaced from time to time, the "Steelbank Loan Agreement") and
is secured by a guaranty of the Borrower and ▇▇▇▇▇▇ Welding Co.;
WHEREAS, Laurus Master Fund, Ltd. ("Laurus"), LaSalle and ABN AMRO are
parties to that certain Subordination Agreement made as of December 13, 2005 (as
amended, restated, modified or supplemented from time to time, the "Laurus
Subordination Agreement"), setting forth the respective rights and intercreditor
relationship of Laurus and Lender;
WHEREAS, Subordinated Creditor has entered into a certain financing
agreement with the Borrower dated as of June 11, 2007 (the "Financing
Agreement") pursuant to which has or will issue certain notes in favor of
Subordinated Creditor (the "Bridge Notes;" the Financing Agreement, the Bridge
Notes and all other documents and instruments executed and/or delivered in
connection therewith are referred to herein collectively as the "Subordinated
Creditor Debt Instruments");
WHEREAS, Subordinated Creditor is desirous of having Lender extend and/or
continue the extension of credit to Borrower and the Subsidiaries from time to
time as Lender in its sole discretion may determine, and Lender has refused to
consider the extension and/or continued extension of such credit until the
Subordinated Creditor Debt (as defined below) and Subordinated Creditor's
Collateral (as defined below) is subordinated to the Senior Debt (as defined
below) and the Lender's Collateral (as defined below) in the manner hereinafter
set forth; and
WHEREAS, the extension and/or continued extension of credit, as aforesaid,
by Lender is necessary or desirable to the conduct and operation of the business
of Borrower and the Subsidiaries, and will inure to the personal and financial
benefit of the Subordinated Creditor.
NOW, THEREFORE, in consideration of the extension and/or continued
extension of credit by Lender to Borrower and/or the Subsidiaries, as Lender
may, in its sole discretion, determine, and for other good and valuable
consideration to Subordinated Creditor, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree that:
(A) Subordinated Creditor subordinates the indebtedness evidenced by the
Subordinated Creditor Debt Instruments, and all substitutions and replacements
thereof, as well as any and all other indebtedness now or at any time or times
hereafter owing by Borrower or any Subsidiary, or any successor or assign of
Borrower or any Subsidiary, including without limitation, a receiver, trustee,
or debtor-in-possession (the term "Borrower" and "Subsidiary" as used
hereinafter shall include any such successors or assigns) to Subordinated
Creditor, whether such indebtedness is absolute or contingent, direct or
indirect and howsoever evidenced, including without limitation all interest
thereon (collectively, the "Subordinated Creditor Debt") to any and all
indebtedness now or at any time or times hereafter owing by Borrower and/or any
Subsidiary to Lender (whether absolute or contingent, direct or indirect and
howsoever evidenced, including without limitation all interest thereon, whether
or not such interest is allowed in a bankruptcy or similar proceeding) and all
other demands, claims, liabilities or causes of action for which Borrower and/or
any Subsidiary may now or at any time or times hereafter in any way be liable to
Lender, whether under any agreement, instrument, or document executed and
delivered or made by Borrower or any Subsidiary to Lender or otherwise
(collectively, the "Senior Debt");
(B) Subordinated Creditor agrees not to ask for or receive from Borrower,
any Subsidiary or any other person or entity any security for the Subordinated
Creditor Debt not specifically granted by the Subordinated Creditor Debt
Instruments; agrees to subordinate all security interests, liens, encumbrances
and claims, whether now existing or hereafter arising, including without
limitation claims under guaranties of the Subordinated Creditor Debt, which in
any way secure the payment of the Subordinated Creditor Debt ("Subordinated
Creditor's Collateral") to all security interests, liens, encumbrances and
claims, whether now existing or hereafter arising, including without limitation
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claims under guaranties of the Senior Debt, which in any way secure the payment
of the Senior Debt (the "Lender's Collateral");
(C) Subordinated Creditor agrees that it will not take any action to
enforce any of its liens or claims on Subordinated Creditor's Collateral, unless
and until Lender has, in writing, notified Subordinated Creditor that the Senior
Debt has been paid in full and all obligations arising in connection therewith
have been discharged; agrees that in the event Lender forecloses or realizes
upon or enforces any of its rights with respect to Lender's Collateral, or
Borrower or any Subsidiary sells any of Lender's Collateral in a transaction
consented to by Lender, Subordinated Creditor shall, upon demand, execute such
terminations, partial releases and other documents as Lender requests in its
sole discretion to release Subordinated Creditor's lien and claims upon such
Lender's Collateral to the extent of such parties' interest therein; agrees that
it shall have no right to possession of any assets included in the Lender's
Collateral, whether by judicial action or otherwise, unless and until Lender
has, in writing, notified Subordinated Creditor that all the Senior Debt has
been paid in full and all obligations arising in connection therewith have been
discharged; agrees that it will not contest the validity, perfection, priority
or enforceability of any lien or security interest now or hereafter granted to
secure the Senior Debt; and agrees that, as between Lender and the Subordinated
Creditor, the terms of this Subordination Agreement shall govern even if all or
part of the Lender's claim or the liens or security interests securing payment
thereof, are avoided, disallowed, set aside or otherwise invalidated;
(D) Subordinated Creditor agrees to instruct Borrower and the Subsidiaries
not to pay, and agrees not to accept payment of, or assert, demand, ▇▇▇ for or
seek to enforce against Borrower, the Subsidiaries or any other person or
entity, by setoff or otherwise, all or any portion of the Subordinated Creditor
Debt or any of the Subordinated Creditor Debt Instruments unless and until
Lender has, in writing, notified Subordinated Creditor that the Senior Debt has
been paid in full and all obligations arising in connection therewith have been
discharged; except, however, until the occurrence of an event that would
constitute an Event of Default (with or without notice or lapse of time) under
that certain Loan and Security Agreement between ▇▇▇▇▇▇ Welding Co. and LaSalle
dated August 11, 2004, as the same may be amended, supplemented or replaced from
time to time (the "EWCO Loan Agreement"), or under that certain Loan Agreement
between Steelbank Tubular Inc. and ABN AMRO dated February 17, 2005, as the same
may be amended, supplemented or replaced from time to time (the "Steelbank Loan
Agreement"), or under any other loan agreement between Lender and Borrower
and/or any other Subsidiary (such other loan agreements, the EWCO Loan Agreement
and the Steelbank Loan Agreement are collectively referred to herein as the
"Loan Agreement"), Borrower may make and Subordinated Creditor may accept from
Borrower regularly scheduled payments of principal and interest under the
Subordinated Creditor Debt Instruments on an unaccelerated basis when and as
due, to the extent such payments would not otherwise cause an Event of Default
under the Loan Agreement;
(E) Notwithstanding anything to the contrary stated herein, in the event
that the Borrower completes a Qualified Offering (as defined in the Financing
Agreement as in effect on the date hereof) raising a minimum of $6,000,000 of
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gross proceeds, then payment of principal and accrued interest under the
Subordinated Creditor Debt Instruments may be made to the Subordinated Creditor
provided that (1) no Event of Default under the Steelbank Loan Agreement or the
EWCO Loan Agreement (including, without limitation, any Specified Default, as
such term is defined below) is then outstanding and (2) the New Forbearance
Period (as defined in that certain letter agreement between Lender and the
Company dated as of June 18, 2007 (the "Forbearance Letter")) has not been
terminated and has not ended by its terms;
(F) Borrower and Subordinated Creditor acknowledge that as of the date of
this Agreement, Events of Default have occurred, are continuing and have not
been waived by Lender under the Loan Agreement (as further described in the
Forbearance Letter, the "Specified Defaults"), and therefore, as of the date of
this Agreement and until further notice from Lender to Subordinated Creditor to
the contrary, Borrower may not make and Subordinated Creditor may not accept
from Borrower any payment of principal, interest or any other amount under the
Subordinated Creditor Debt Instruments notwithstanding Paragraph (D) above;
(G) Subordinated Creditor subrogates Lender to the Subordinated Creditor
Debt and Subordinated Creditor's Collateral and irrevocably authorizes Lender
(i) to collect, receive, enforce and accept any and all sums or distributions of
any kind that may become due, payable or distributable on or in respect of the
Subordinated Creditor Debt or Subordinated Creditor's Collateral, whether paid
directly by Borrower or paid or distributed in any liquidation, bankruptcy,
arrangement, receivership, assignment, reorganization or dissolution proceedings
or otherwise, and (ii) in Lender's sole discretion, to make and present claims
therefor in, and take such other actions as Lender deems necessary or advisable
in connection with, any such proceedings, in Lender's name; and agrees that upon
the written request of Lender, it will promptly assign, endorse and deliver to
and deposit with Lender all agreements, instruments and documents evidencing the
Subordinated Creditor Debt, including without limitation the Subordinated
Creditor Debt Instruments;
(H) Subordinated Creditor agrees to receive and hold in trust for and
promptly turn over to Lender, in the form received (except for the endorsement
or assignment by Subordinated Creditor where necessary), any sums at any time
paid to, or received by, Subordinated Creditor in violation of the terms of this
Agreement and to reimburse Lender for all costs, including reasonable attorney's
fees, incurred by Lender in the course of collecting said sums should
Subordinated Creditor fail to voluntarily turn the same over to Lender as herein
required. If Subordinated Creditor fails to endorse or assign to Lender any
items of payment received by Subordinated Creditor on account of the
Subordinated Creditor Debt or Subordinated Creditor's Collateral, Subordinated
Creditor hereby irrevocably makes, constitutes and appoints Lender (and all
persons designated by Lender for that purpose) as Subordinated Creditor's true
and lawful attorney and agent-in-fact, to make such endorsement or assignment in
Subordinated Creditor's name; and
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(I) Subordinated Creditor agrees that it shall not modify or amend any
agreement, instrument or document evidencing or securing the Subordinated
Creditor Debt, including without limitation the Subordinated Creditor Debt
Instruments, without the prior written consent of Lender.
Subordinated Creditor represents and warrants to Lender that Subordinated
Creditor has not assigned or otherwise transferred the Subordinated Creditor
Debt or the Subordinated Creditor's Collateral, or any interest therein to any
person or entity, that Subordinated Creditor will make no such assignment or
other transfer thereof unless the instrument of assignment or transfer is
endorsed with proper notice of this Agreement and such assignee or transferee
agrees to be bound by its terms, and that all agreements, instruments and
documents evidencing the Subordinated Creditor Debt and the Subordinated
Creditor's Collateral will be endorsed with proper notice of this Agreement.
Subordinated Creditor will promptly deliver to Lender a copy of the Subordinated
Creditor Debt Instruments, as well as copies of all other agreements,
instruments and documents hereafter evidencing any Subordinated Creditor Debt.
Subordinated Creditor represents and warrants to Lender that the outstanding
principal amount of Subordinated Creditor Debt evidenced by the Subordinated
Creditor Debt Instruments as of the date of this Agreement is $500,000, and such
principal amount shall not be increased to more than a total of $1,700,000
without the prior written consent of the Lender.
Subordinated Creditor expressly waives all notice of the acceptance by
Lender of the subordination and other provisions of this Agreement and all
notices not specifically required pursuant to the terms of this Agreement, and
Subordinated Creditor expressly waives reliance by Lender upon the subordination
and other provisions of this Agreement as herein provided Subordinated Creditor
consents and agrees that all Senior Debt shall be deemed to have been made,
incurred and/or continued at the request of Subordinated Creditor and in
reliance upon this Agreement. Subordinated Creditor agrees that Lender has made
no warranties or representations with respect to the due execution, legality,
validity, completeness or enforceability of the documents, instruments and
agreements evidencing the Senior Debt, that Lender shall be entitled to manage
and supervise its financial arrangements with Borrower and the Subsidiaries in
accordance with its usual practices, without impairing or affecting this
Agreement, and that Lender shall have no liability to Subordinated Creditor, and
Subordinated Creditor hereby waives any claim which it may now or hereafter have
against Lender arising out of (i) any and all actions which Lender takes or
omits to take (including without limitation actions with respect to the
creation, perfection or continuation of liens or security interests in any
existing or future Lender's Collateral, actions with respect to the occurrence
of an event of default under any documents, instruments or agreements evidencing
the Senior Debt, actions with respect to the foreclosure upon, sale, release, or
depreciation of, or failure to realize upon, any of Lender's Collateral and
actions with respect to the collection of any claim for all or any part of the
Senior Debt from any account debtor, guarantor or other person or entity) with
respect to the documents, instruments and agreements evidencing the Senior Debt
or to the collection of the Senior Debt or the valuation, use, protection or
release of Lender's Collateral (ii) Lender's election in any proceeding
instituted under Canadian bankruptcy and insolvency laws or under Chapter 11 of
Title 11 of United States Code (11 U.S.C. ▇▇.▇▇. 101 et. seq.) (the "Bankruptcy
5
Code"), of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or
(iii) any borrowing or grant of a security interest under Section 364 of the
Bankruptcy Code or by court order by Borrower or any Subsidiary, as debtor in
possession. Without limiting the generality of the foregoing, Subordinated
Creditor waives the right to assert the doctrine of marshalling with respect to
any of the Lender's Collateral, and consents and agrees that Lender may proceed
against any or all of the Lender's Collateral in such order as Lender shall
determine in its sole discretion.
Subordinated Creditor agrees that Lender, at any time and from time to time
hereafter, may enter into such agreements with Borrower and/or any Subsidiary as
Lender may deem proper extending the time of payment of or renewing or otherwise
altering the terms of all or any of the Senior Debt or affecting any of Lender's
Collateral, and may sell or surrender or otherwise deal with any of Lender's
Collateral, and may release any balance of funds of Borrower or any Subsidiary
with Lender, without notice to Subordinated Creditor and without in any way
impairing or affecting this Agreement.
This Agreement shall be irrevocable and shall constitute a continuing
agreement of subordination and shall be binding on the undersigned and each of
their respective successors and assigns, and shall inure to the benefit of the
other parties hereto, and each of their respective successors and assigns until
the earlier of the following: (i) Lender has, in writing, notified Subordinated
Creditor that all of the Senior Debt has been paid in full and all obligations
arising in connection therewith have been discharged, and (ii) Subordinated
Creditor has, in writing, notified Lender that all of the Subordinated Creditor
Debt has been paid in full and all obligations arising in connection therewith
have been discharged. Lender may continue, without notice to Subordinated
Creditor, to lend monies, extend credit and make other accommodations to or for
the account of Borrower and/or any Subsidiary on the faith hereof. Subordinated
Creditor hereby agrees that all payments received by Lender may be applied,
reversed, and reapplied, in whole or in part, to any of the Senior Debt, without
impairing or affecting this Agreement. This Agreement shall not inure to the
benefit of any third parties.
Subordinated Creditor hereby assumes responsibility for keeping itself
informed of the financial condition of Borrower, the Subsidiaries, any and all
endorsers and any and all guarantors of the Senior Debt and the Subordinated
Creditor Debt and of all other circumstances bearing upon the risk of nonpayment
of the Senior Debt and the Subordinated Creditor Debt that diligent inquiry
would reveal, and Subordinated Creditor hereby agrees that Lender shall have no
duty to advise Subordinated Creditor of information known to Lender regarding
such condition or any such circumstances or to undertake any investigation not a
part of its regular business routine; and Lender hereby agrees that Subordinated
Creditor shall have no duty to advise Lender of information known to
Subordinated Creditor regarding such condition or any such circumstances or to
undertake any investigation not a part of its regular business routine. If
Lender, in its sole discretion, undertakes, at any time or from time to time, to
provide any information of the type described herein to Subordinated Creditor,
Lender shall be under no obligation to subsequently update any such information
or to provide any such information to Subordinated Creditor on any subsequent
6
occasion; and if Subordinated Creditor, in its sole discretion, undertakes, at
any time or from time to time, to provide any information of the type described
herein to Lender, Subordinated Creditor shall be under no obligation to
subsequently update any such information or to provide any such information to
Lender on any subsequent occasion.
Subordinated Creditor hereby authorizes Lender to file and/or record UCC or
PPSA financing statements for the purpose of providing notice to third parties
of the existence and effect of this Agreement.
No waiver shall be deemed to be made by Lender of any of its rights
hereunder unless the same shall be in writing signed on behalf of Lender, and
each such waiver, if any, shall be a waiver only with respect to the specific
matter or matters to which the waiver relates and shall in no way impair the
rights of Lender or the obligations of Subordinated Creditor to Lender in any
other respect at any other time.
Nothing contained herein shall be deemed to alter, modify, amend,
supplement or replace the Laurus Subordination Agreement, which remains in full
force and effect. In the event of any conflict or inconsistency between this
Agreement and the Laurus Subordination Agreement, the Laurus Subordination
Agreement shall control.
THIS AGREEMENT SHALL BE GOVERNED AND CONTROLLED BY THE INTERNAL LAWS OF THE
STATE OF MICHIGAN.
To induce Lender to accept this Agreement, Subordinated Creditor
irrevocably agrees that, subject to Lender's sole and absolute election, ALL
ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER OR RESPECT, ARISING OUT OF OR FROM OR
RELATED TO THIS AGREEMENT SHALL BE LITIGATED IN COURTS HAVING SITUS WITHIN THE
CITY OF GRAND RAPIDS, STATE OF MICHIGAN. SUBORDINATED CREDITOR HEREBY CONSENTS
AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURTS LOCATED
WITHIN SAID CITY AND STATE. SUBORDINATED CREDITOR HEREBY WAIVES ANY RIGHT IT MAY
HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT AGAINST
SUBORDINATED CREDITOR BY LENDER IN ACCORDANCE WITH THIS PARAGRAPH.
SUBORDINATED CREDITOR HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY
ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT.
7
IN WITNESS WHEREOF, this Agreement has been executed as of this 18th day of
June, 2007.
HIGH CAPITAL FUNDING, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Address:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇, CFO
[SUBORDINATED CREDITOR]
By:
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[Subordinated Creditor]
Address:
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Attention:
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[SUBORDINATED CREDITOR]
By:
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[Subordinated Creditor]
Address:
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Attention:
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8
[SUBORDINATED CREDITOR]
By:
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[Subordinated Creditor]
Address:
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Attention:
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[SUBORDINATED CREDITOR]
By:
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[Subordinated Creditor]
Address:
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Attention:
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9
ACKNOWLEDGMENT OF SIGNATURES
STATE OF )
---------------------------
) SS.
COUNTY OF )
--------------------------
I, _____________, a Notary Public in and for the state and county
aforesaid, do hereby certify that before me this day personally appeared
_______________, known to me to be the _______________ of the entity that
executed the foregoing Agreement, and acknowledged to me that he (they) executed
and delivered the foregoing Agreement for and on behalf of the entity, for the
uses set forth therein.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
______ day of ________, 2007.
--------------------------------------------
Notary Public
My Commission Expires:
----------------------
10
BORROWER'S AND SUBSIDIARIES' CONSENT
Borrower and the Subsidiaries each hereby consents to the foregoing
Agreement (and the terms thereof) and agrees to abide thereby and to keep,
observe and perform the several matters and things therein intended to be kept,
observed and performed by it, and specifically agrees not to make any payments
contrary to the terms of said Agreement.
A breach of any of the terms and conditions of this consent shall
constitute an "Event of Default" under the ▇▇▇▇▇▇ Loan Agreement and under the
Steelbank Loan Agreement.
FM, INC. TARPON INDUSTRIES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------- ---------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Executive Officer Title: Chief Executive Officer
▇▇▇▇▇▇ WELDING CO.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Title: Chief Executive Officer
STEELBANK TUBULAR INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Title: Chief Executive Officer
MTM ACQUISITION COMPANY
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Title: Chief Executive Officer
JS&T ACQUISITION COMPANY
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Title: Chief Executive Officer
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ACKNOWLEDGMENT OF SIGNATURES
STATE OF )
---------------------------
) SS.
COUNTY OF )
--------------------------
I, ______________________, a Notary Public in and for the state and county
aforesaid, do hereby certify that before me this day personally appeared
________________ known to me to be the ______________ of the corporation that
executed the foregoing consent and acknowledged to me that he (they) executed
and delivered the foregoing consent for and on behalf of the corporation, for
the uses set forth therein.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this ____
day of _________, 2007.
------------------------------------
Notary Public
My Commission Expires:
---------------
ACKNOWLEDGMENT OF SIGNATURES
STATE OF )
---------------------------
) SS.
COUNTY OF )
--------------------------
I, ______________________, a Notary Public in and for the state and county
aforesaid, do hereby certify that before me this day personally appeared
_____________ known to me to be the __________ of the corporation that executed
the foregoing consent and acknowledged to me that he (they) executed and
delivered the foregoing consent for and on behalf of the corporation, for the
uses set forth therein.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this ____
day of _____________, 2007.
------------------------------------
Notary Public
My Commission Expires:
---------------
12
ACKNOWLEDGMENT OF SIGNATURES
STATE OF )
---------------------------
) SS.
COUNTY OF )
--------------------------
I, ______________________, a Notary Public in and for the state and county
aforesaid, do hereby certify that before me this day personally appeared
_____________ known to me to be the __________ of the corporation that executed
the foregoing consent and acknowledged to me that he (they) executed and
delivered the foregoing consent for and on behalf of the corporation, for the
uses set forth therein.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this ____
day of _____________, 2007.
------------------------------------
Notary Public
My Commission Expires:
---------------
ACKNOWLEDGMENT OF SIGNATURES
STATE OF )
---------------------------
) SS.
COUNTY OF )
--------------------------
I, ______________________, a Notary Public in and for the state and county
aforesaid, do hereby certify that before me this day personally appeared
_____________ known to me to be the __________ of the corporation that executed
the foregoing consent and acknowledged to me that he (they) executed and
delivered the foregoing consent for and on behalf of the corporation, for the
uses set forth therein.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this ____
day of _____________, 2007.
------------------------------------
Notary Public
My Commission Expires:
---------------
13
ACKNOWLEDGMENT OF SIGNATURES
STATE OF )
---------------------------
) SS.
COUNTY OF )
--------------------------
I, ______________________, a Notary Public in and for the state and county
aforesaid, do hereby certify that before me this day personally appeared
_____________ known to me to be the __________ of the corporation that executed
the foregoing consent and acknowledged to me that he (they) executed and
delivered the foregoing consent for and on behalf of the corporation, for the
uses set forth therein.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this ____
day of _____________, 2007.
------------------------------------
Notary Public
My Commission Expires:
---------------
ACKNOWLEDGMENT OF SIGNATURES
STATE OF )
---------------------------
) SS.
COUNTY OF )
--------------------------
I, ______________________, a Notary Public in and for the state and county
aforesaid, do hereby certify that before me this day personally appeared
_____________ known to me to be the __________ of the corporation that executed
the foregoing consent and acknowledged to me that he (they) executed and
delivered the foregoing consent for and on behalf of the corporation, for the
uses set forth therein.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this ____
day of _____________, 2007.
------------------------------------
Notary Public
My Commission Expires:
---------------
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LENDER'S CONSENT
LaSalle hereby consents and agrees to the foregoing Agreement (and the
terms thereof).
LASALLE BANK MIDWEST N.A.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
First Vice President
ABN AMRO hereby consents and agrees to the foregoing Agreement (and the
terms thereof).
LASALLE BUSINESS CREDIT, a division of
ABN AMRO BANK N.V., CANADA BRANCH
By: /s/ ▇▇▇▇▇ Tuner
---------------------------------
▇▇▇▇▇ Tuner
Senior Vice President
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
Vice President
ACKNOWLEDGMENT OF SIGNATURES
STATE OF )
---------------------------
) SS.
COUNTY OF )
--------------------------
I, ______________________ a Notary Public in and for the state and county
aforesaid, do hereby certify that before me this day personally appeared
_____________, known to me to be the __________ of the corporation that executed
the foregoing consent and acknowledged to me that he (they) executed and
delivered the foregoing consent for and on behalf of the corporation, for the
uses set forth therein.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this ____
day of __________, 2007.
______________________________________
Notary Public
My Commission Expires: ______________
(Additional acknowledgement on following page)
15
ACKNOWLEDGMENT OF SIGNATURES
STATE OF )
---------------------------
) SS.
COUNTY OF )
--------------------------
I, ______________________ a Notary Public in and for the state and county
aforesaid, do hereby certify that before me this day personally appeared
_____________, known to me to be the __________ of the corporation that executed
the foregoing consent and acknowledged to me that he (they) executed and
delivered the foregoing consent for and on behalf of the corporation, for the
uses set forth therein.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this ___
day of ___________________, 2007.
______________________________________
Notary Public
My Commission Expires: ______________
16
LAURUS CONSENT
Laurus hereby consents and agrees to the foregoing Agreement (and the terms
thereof); provided that, Laurus' consent to the foregoing Agreement shall in no
way alter or modify the obligations of and/or restrictions placed upon Tarpon
Industries, Inc. ("Tarpon"), the Subsidiaries of Tarpon, High Capital Funding,
LLC ("High Capital") and/or other future investors that become signatories
thereto ("Other Investors") under that certain other Subordination Agreement,
dated as of June 18, 2007 by and between Laurus, High Capital and the Other
Investors, as consented to by various parties.
LAURUS MASTER FUND, LTD.
By: /s/▇▇▇▇▇▇ Grin
------------------------------------
Title: Director
ACKNOWLEDGMENT OF SIGNATURES
STATE OF NEW YORK )
) SS.
COUNTY OF NEW YORK )
I, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, a Notary Public in and for the state and county
aforesaid, do hereby certify that before me this day personally appeared ▇▇▇▇▇▇
Grin, known to me to be the Director of Laurus Master Fund, Ltd. that executed
the foregoing consent and acknowledged to me that he (they) executed and
delivered the foregoing consent for and on behalf of the corporation, for the
uses set forth therein.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
18th day of June, 2007.
/s/▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------
Notary Public
My Commission Expires: 3/28/09
17