SECOND NOTE EXTENSION AGREEMENT
Exhibit
10.29
SECOND
NOTE EXTENSION AGREEMENT
This
Second Note Extension Agreement (“Agreement”) is entered into this 30th day of
May 2008, by Dr. Tattoff, Inc. (the “Company”), a Florida corporation, and each
of the undersigned noteholders (collectively, “Noteholders”).
BACKGROUND
WHEREAS,
the
DRTATTOFF, LLC (“Dr. Tattoff”) has previously issued to the Noteholders certain
promissory notes more particularly described in Annex
A
attached
hereto, all of which matured on December 1, 2007 (collectively, “Notes”);
WHEREAS,
Dr. Tattoff and each of the Noteholders entered into a Note Extension Agreement
dated December 20, 2007, whereby the maturity date of the Notes was extended
to
June 1, 2008;
WHEREAS,
the Company assumed the obligations of Dr. Tattoff under the Notes in connection
with the merger, whereby Dr. Tattoff merged with and into the Company on
February 11, 2008; and
WHEREAS,
the Company has requested, and each of the Noteholders has agreed, to extend
the
respective maturity dates of the Notes and reaffirm their waiver of any and
all
past defaults.
NOW,
THEREFORE, in consideration of the foregoing, of the mutual agreements
hereinafter set forth, and of other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree follows:
1. The
parties agree that the Recitals set forth above are true and correct and are
incorporated into this Agreement by reference.
2. Each
Noteholder hereby agrees, the maturity date (“Maturity Date”) for each of the
Notes is hereby extended to the earlier of: (a) December 1, 2008, or (b) sixty
(60) calendar days from the date a registration statement registering the
securities of the Company for public sale is declared effective by the
Securities and Exchange Commission. Except as provided herein, all other terms
of the Notes are ratified and confirmed.
3. The
parties hereto agree that the unpaid principal balance of the Notes shall bear
interest at the rate of ten percent (10%) per annum beginning June 1, 2008
until
the Maturity Date. The amount of interest to be paid on the daily outstanding
balance of principal evidenced by the Notes shall be based upon a 365-day year
for the actual number of days for which interest is payable, but such interest
shall never exceed the maximum rate of interest permitted under applicable
law
4.
Each
Noteholder hereby affirms their waiver of any and all past defaults, late
charges (including default interest rates) and penalties under the Notes, if
any, in their entirety.
5. This
Agreement shall bind and inure to the benefit of the parties hereto, their
respective successors and permitted assigns.
6. This
Agreement may be executed in any number of counterparts, each of which shall
constitute an original, and all of which, taken together, shall constitute
the
same instrument.
7.
This
Agreement may be executed by facsimile signature and that such facsimile
signature shall have the same effect as original signatures.
[Signature
Page Follows]
2
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year
first above written.
| Dr. Tattoff, Inc. | ||
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| By: | /s/ ▇▇▇▇ ▇▇▇▇▇ | |
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Name: ▇▇▇▇ ▇▇▇▇▇ |
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| Title: Chief Executive Officer | ||
ACCEPTED
AND APPROVED:
| /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |||
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▇▇▇▇▇ ▇▇▇▇▇ |
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| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||
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| /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
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| /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Annex
A
|
Principal
Amount
|
Holder
|
Original
Maturity
Date
|
|
$3,000
|
▇▇▇▇▇
▇▇▇▇▇
|
12/1/2007
|
|
$20,000
|
▇▇▇▇▇▇▇
▇▇▇▇▇
|
12/1/2007
|
|
$21,000
|
▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
|
12/1/2007
|
|
$20,000
|
▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
12/1/2007
|
4