DEFAULT AGREEMENT
Exhibit
10.4
Default
Agreement, dated as of November 19, 2008, by and among Manhattan
Pharmaceuticals, Inc. (the “Company”),
a
Delaware corporation, with a principal address at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and the persons and entities listed on Schedule
A
hereto
(individually, a “Lender”
and,
collectively, the “Lenders”).
WHEREAS,
the Company holds 500 shares (the “Shares”)
of
Hedrin Pharmaceuticals K/S, a Danish limited partnership (the “Partnership”);
WHEREAS,
the Lenders are the holders of the Company’s 12% Senior Secured Notes (the
“Notes”)
in the
principal amounts set forth opposite their names on Schedule A
hereto;
WHEREAS,
in connection with the issuance and sale of the Notes, the Company has entered
into a Security Agreement, dated as of November 19, 2008 (the “Security
Agreement”),
with
the Lenders, pursuant to which the Company has granted to the Lenders a security
interest in all of the Company’s assets, other than the Shares;
WHEREAS,
the Company wishes to provide, as additional security for its Secured
Obligations (as defined in the Security Agreement) under the Notes, for the
sale
of the Shares to the extent necessary to generate proceeds for the payment
of
amounts due under the Notes in the event of an Event of Default (as defined
in
the Notes) under the Notes, and
NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
and
to induce the Lenders to make the loans under the Notes, the Company hereby
agrees with the Lenders as follows:
1. Defined
Terms.
Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings ascribed thereto in the Security Agreement.
2. Rights
Upon an Event of Default.
(a) Pursuant
to and in accordance with the Security Agreement, the Collateral Agent, if
and
when so appointed (and if not appointed, the Required Lenders) shall act for
and
on behalf of the Lenders as Collateral Agent under this Default Agreement and
has been appointed the Company’s attorney in fact, with full authority in the
place and stead of the Company and in the name of the Company to take any and
all action including, but not limited to, executing any and all instruments
that
the Collateral Agent may deem necessary and/or advisable under this Default
Agreement, as applicable, to enforce Lenders’ rights hereunder.
(b) Upon
an
Event of Default, the Collateral Agent shall have the right, subject to
Section
3
below,
with respect to the Shares to give the Company a written notice (the
“Sale
Notice”)
that
all or a portion (as necessary) of the Shares must be immediately sold in order
to generate proceeds to fulfill any and all Secured Obligations of the Company
to the Lenders. The Sale Notice may be revoked at any time by written notice
solely by the Collateral Agent and shall be rescinded and null and void if
and
at such time as there is no longer any outstanding uncured Event of
Default.
(c) After
receipt of the Sale Notice, the Company shall promptly use its commercially
reasonable efforts to sell all or a portion (as necessary to pay the Secured
Obligations) of the Shares to an unaffiliated third party (a “Third
Party Purchaser”)
on an
arms’ length basis. The Company may undertake any reasonable process for selling
the Shares and the Company shall not be required to retain any investment
banker, finder, or other financial advisor in connection with the sale of the
Shares. Any sale of Shares to a Third Party Purchaser shall be subject to the
approval of the Board of Directors of the Company in the exercise of its
fiduciary obligations under applicable law.
(d) To
the
extent that the Company is unsuccessful in entering into an agreement with
a
Third Party Purchaser with respect to a sale of the Shares within sixty (60)
days of the Sale Notice, the Company shall on the sixty first (61st)
day (or
earlier) inform the Lenders in writing of such fact and, and the Placement
Agent
and/or the Required Lenders shall have the option of accepting Shares in
fulfillment of the Secured Obligations, or requiring the Company to engage
an
investment banking firm, acceptable to either the Placement Agent or the
Required Lenders, to complete the sale of Shares to a Third Party Purchaser.
Any
acceptance of Shares by the Lenders, or requirement to engage an investment
banker, shall be made in writing by the Collateral Agent and shall be binding
on
all Lenders. The number of Shares to be transferred to the Lenders shall be
determined by dividing the amount of the Secured Obligations to be paid by
the
fair market value of a Share. The fair market value of a Share shall be
determined by a reputable investment banker (the “Banker”),
unaffiliated with the Company or any of the Lenders, and chosen by the Board
of
Directors of the Company and reasonably acceptable to the Collateral Agent.
The
Company shall pay the fees and expenses of the Banker.
(e) In
the
event that (i) the value of all the Shares, together with the value of cash
and
other assets available to apply to the Secured Obligations is greater than
the
Secured Obligations and (ii) the Collateral Agent provides notice to the Company
that the Lenders will accept Shares as partial fulfillment of the Secured
Obligations, then to the extent that any of the Company’s cash and other assets
do not fulfill all of the Secured Obligations of the Company to the Lenders
then
the Company shall, transfer such number of Shares equal to the value of any
remaining outstanding Secured Obligations to the Lenders as fulfillment of
any
remaining outstanding Secured Obligations of the Company. Any Shares, cash
and
other property transferred to the Lenders shall (unless otherwise agreed by
the
Company and all the Lenders) be allocated to the Lenders pro rata based on
the
amount of Secured Obligations owed to each such Lender so that, each Lender
shall receive the same combination of Shares, cash and other
property.
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3. Joint
Venture Agreements.
(a) Reference
is made to the Limited Partnership Agreement of the Partnership, dated February,
2008, as amended (the “Partnership
Agreement”),
and
the Shareholders’ Agreement, dated February 2008, as amended (the “Shareholders’
Agreement”)
of
Hedrin Pharmaceuticals General Partner ApS (the “General
Partner”),
among
the holders of shares of the General Partner. It is acknowledged and agreed
that, in accordance with the Shareholders’ Agreement, any transfer of Shares
must be accompanied by a transfer of a pro rata number of shares of the General
Partner (“General
Partner Shares”).
Any
transfer of Shares hereunder and a corresponding transfer of General Partner
Shares, including any sale to a Third Party Purchaser or transfer to the
Lenders, shall be subject to compliance with the terms of the Partnership
Agreement and the Shareholders’ Agreement. Without limiting the foregoing, the
Lenders acknowledge that (i) the Shares are subject to a right of first refusal
in favor of the other limited partners of the Partnership as set forth in the
Partnership Agreement, (ii) the other limited partners of the Partnership have
certain tag-along rights (“Tag-Along
Rights”)
with
respect to transfers of the Shares as set forth in the Partnership Agreement
and
(iii) the Shareholders’ Agreement contains certain restrictions on transfer of
the General Partner Shares. In addition, under the Joint Venture Agreement,
dated January 31, 2008, as amended, by and between the Company and Nordic
Biotech Venture Fund II K/S (“Nordic”),
Nordic has certain rights to sell its shares in the Partnership and the General
Partner (the “Put
Rights”)
to the
Company.
(b) The
Company shall have no liability hereunder to the extent that any sale or
transfer of the Shares contemplated by this Agreement is not completed because
of any action or inaction by the other limited partners of the Partnership
or
shareholders of the General Partner, including due to any exercise by Nordic
of
its Put Rights or Tag-Along Rights. In the event that any action or inaction
by
the other limited partners of the Partnership or shareholders of the General
Partnership, are in violation of the Partnership Agreement or the Shareholders’
Agreement, as the case may be, the Company will use its reasonable commercial
efforts to cause such parties to comply with the terms of the Partnership
Agreement and/or the Shareholders’ Agreement, as applicable. The Company may, in
its sole discretion, cease all efforts to sell Shares (and General Partner
Shares) to a Third Party Purchaser or transfer Shares (and General Partner
Shares) to the Lenders hereunder, without any liability to the Lenders
hereunder, if Nordic exercises any of its Put Rights or Tag-Along Rights.
(c) Nothing
contained herein shall be deemed a transfer, attempted transfer, lien, pledge
or
other encumbrance on the Shares or the General Partner Shares. Nothing contained
herein shall prevent, or require any Lender consent for, the Company’s exercise
of all rights and privileges of a shareholder of the Partnership or the General
Partner with respect to the Shares and General Partner Shares, including any
sale of the Shares or the General Partner Shares.
(d) In
accordance with the Partnership Agreement, upon any transfer of the Shares
and
General Partner Shares to the Lenders, the Lenders shall execute and adhere
to
the Partnership Agreement and the Shareholders’ Agreement. BY
EXECUTING THIS AGREEMENT EACH LENDER AGREES THAT UPON EXECUTION OF THE
PARTNERSHIP AGREEMENT AND THE SHAREHOLDERS’ AGREEMENT BY THE COLLATERAL AGENT,
SOLELY ON BEHALF OF THE LENDERS, EACH LENDER SHALL BE BOUND BY THE PARTNERSHIP
AGREEMENT AND THE SHAREHOLDERS’ AGREEMENT AS IF HE, SHE OR IT WERE A PARTY
SIGNATORY THERETO.
-3-
4. Paragraph
Headings.
The
paragraph headings used in this Agreement are for convenience of reference
only
and are not to affect the construction hereof or be taken into consideration
in
the interpretation hereof.
5. No
Waiver; Cumulative Remedies.
The
Lenders shall not by any act, delay, indulgence, omission or otherwise be deemed
to have waived any right or remedy hereunder or to have acquiesced in any Event
of Default or in any breach of any of the terms and conditions hereof. No
failure to exercise, nor any delay in exercising, on the part of the Lenders,
any right, power or privilege hereunder shall operate as a waiver thereof.
No
single or partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. A waiver by the Lenders of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right
or
remedy which the Lenders would otherwise have on any future occasion. The rights
and remedies herein provided are cumulative, may be exercised singly or
concurrently and are not exclusive of any rights or remedies provided by law.
6. Waivers
and Amendments; Successors and Assigns.
None of
the terms or provisions of this Agreement may be waived, amended, supplemented
or otherwise modified except by a written instrument executed by the Company
and
the Collateral Agent. This Agreement shall be binding upon the successors and
assigns of the Borrower; provided that any Third Party Purchaser of the Shares
or the General Partner Shares shall not be bound by this Agreement, and, subject
to the foregoing, shall inure to the benefit of the Lenders and their respective
successors and assigns.
7. Notices.
Any
notice required or permitted hereunder shall be given in writing and shall
be
deemed effectively given: (a) when personally delivered, (b) five (5) days
after
having been deposited in the United States mail, certified or registered, return
receipt requested, postage prepaid, or (c) one (1) business day after having
been dispatched by a nationally recognized overnight courier service, addressed
to (i) in the case of the Company, at its address as set forth above and (ii)
in
the case of the Lenders, at the addresses set forth on Schedule
A
to this
Agreement.
8. Governing
Law; Venue; Waiver Of Jury Trial. This
Agreement shall be governed by and construed exclusively in accordance with
the
internal laws of the State of New York without regard to the conflicts of laws
principles thereof. The parties hereto hereby expressly and irrevocably agree
that any suit or proceeding arising directly and/or indirectly pursuant to,
arising out of or under this Agreement, shall be brought solely and exclusively
in a federal or state court located in the City, County and State of New York.
By their execution hereof, the parties hereby expressly covenant and irrevocably
submit to the in personam
jurisdiction of the federal and state courts located in the City, County and
State of New York and agree that any process in any such action may be served
upon any of them personally, or by certified mail or registered mail upon them
or their agent, return receipt requested, with the same full force and effect
as
if personally served upon them in New York City. The parties hereto expressly
and irrevocably waive any claim that any such jurisdiction is not a convenient
forum for any such suit or proceeding and any defense or lack of in personam
jurisdiction with respect thereto. In the event of any such action or proceeding
(including, but not limited to, any motions made), the party prevailing therein
shall be entitled to payment from the other party hereto of its reasonable
counsel fees and disbursements. The Company and the Lenders hereby waive all
rights to a trial by jury.
9. Termination.
This
Agreement shall terminate and be of no further force or effect at such time
as
the Company shall have fully satisfied its Secured Obligations or shall have
disposed of all of the Shares.
-4-
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first above written.
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MANHATTAN
PHARMACEUTICALS, INC.
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By:
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/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title:
Chief Financial Officer
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LENDERS:
The
LENDERS executing the Signature Page in the form attached hereto
as
Annex
A
and delivering the same to the Company or its agents shall be deemed
to
have executed this Agreement and agreed to the terms
hereof.
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ANNEX
A
Investor
Counterpart Signature Page
The
undersigned, desiring to enter into this Default Agreement dated as of November
19, 2008 (the “Default
Agreement”),
between the undersigned, Manhattan Pharmaceuticals, Inc., a Delaware corporation
(the “Company”),
and
the other parties thereto, in or substantially in the form furnished to the
undersigned, hereby agrees that execution by the Investors of this Investor
Counterpart Signature Page shall constitute an agreement to join the Security
Agreement as a party thereto, with all the rights and privileges appertaining
thereto, and to be bound in all respects by the terms and conditions of the
Default Agreement.
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IF
AN ENTITY:
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IF
AN INDIVIDUAL:
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Print
Name of Entity:
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Print
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Signature:
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Signature: /s/
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Date:
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Date:
October 27, 2008
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Print
Name:
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Co-Investor
Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title:
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Co-Investor
Signature: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Date:
October 27, 2008
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IF
AN ENTITY:
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IF
AN INDIVIDUAL:
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Print
Name of Entity: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Revocable Trust u/a 10/08/04
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Print
Name:
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Signature: /s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Signature:
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Date: October
29, 2008
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Date:
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Print
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Co-Investor
Print Name:
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Title: Trustee
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Co-Investor
Signature:
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Date:
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IF
AN ENTITY:
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IF
AN INDIVIDUAL:
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Print
Name of Entity:
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Print
Name: ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
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Signature:
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Signature: /s/
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
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Date:
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Date: October
29, 2008
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Print
Name:
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Co-Investor
Print Name:
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Title:
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Co-Investor
Signature:
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Date:
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IF
AN ENTITY:
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IF
AN INDIVIDUAL:
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Print
Name of Entity:
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Print
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Signature:
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Signature: /s/
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Date:
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Date: October
29, 2008
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Print
Name:
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Co-Investor
Print Name:
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Title:
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Co-Investor
Signature:
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Date:
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IF
AN ENTITY:
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IF
AN INDIVIDUAL:
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Print
Name of Entity: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Living Trust
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Print
Name:
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Signature: /s/
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Signature:
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Date: November
4, 2008
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Date:
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Print
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Co-Investor
Print Name:
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Title: Trustee
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Co-Investor
Signature:
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Date:
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IF
AN ENTITY:
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IF
AN INDIVIDUAL:
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Print
Name of Entity:
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Print
Name: ▇▇▇▇ ▇▇▇▇▇▇
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Signature:
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Signature: /s/
▇▇▇▇ ▇▇▇▇▇▇
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Date:
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Date:
October 29, 2008
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Print
Name:
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Co-Investor
Print Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title:
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Co-Investor
Signature: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Date:
October 29, 2008
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IF
AN ENTITY:
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IF
AN INDIVIDUAL:
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Print
Name of Entity:
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Print
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Signature:
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Signature: /s/
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Date:
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Date:
October 29, 2008
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Print
Name:
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Co-Investor
Print Name:
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Title:
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Co-Investor
Signature:
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Date:
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IF
AN ENTITY:
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IF
AN INDIVIDUAL:
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Print
Name of Entity:
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Print
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Signature:
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Signature: /s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Date:
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Date:
October 31, 2008
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Print
Name:
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Co-Investor
Print Name:
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Title:
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Co-Investor
Signature:
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Date:
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IF
AN ENTITY:
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IF
AN INDIVIDUAL:
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Print
Name of Entity:
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Print
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Signature:
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Signature: /s/
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Date:
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Date:
October 31, 2008
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Print
Name:
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Co-Investor
Print Name:
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Title:
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Co-Investor
Signature:
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Date:
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IF
AN ENTITY:
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IF
AN INDIVIDUAL:
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Print
Name of Entity:
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Print
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Signature:
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Signature: /s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Date:
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Date:
November 3, 2008
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Print
Name:
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Co-Investor
Print Name:
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Title:
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Co-Investor
Signature:
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Date:
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IF
AN ENTITY:
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IF
AN INDIVIDUAL:
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Print
Name of Entity:
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Print
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Signature:
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Signature: /s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Date:
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Date:
October 27, 2008
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Print
Name:
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Co-Investor
Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title:
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Co-Investor
Signature: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Date:
October 27, 2008
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IF
AN ENTITY:
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IF
AN INDIVIDUAL:
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Print
Name of Entity:
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Print
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Signature:
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Signature: /s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Date:
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Date:
November 6, 2008
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Print
Name:
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Co-Investor
Print Name:
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Title:
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Co-Investor
Signature:
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Date:
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IF
AN ENTITY:
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IF
AN INDIVIDUAL:
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Print
Name of Entity:
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Print
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Signature:
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Signature: /s/
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Date:
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Date: November
6, 2008
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Print
Name:
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Co-Investor
Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title:
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Co-Investor
Signature: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Date:
November 6, 2008
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IF
AN ENTITY:
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IF
AN INDIVIDUAL:
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Print
Name of Entity:
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Print
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
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Signature:
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Signature: /s/
▇▇▇▇▇ ▇. ▇▇▇▇
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Date:
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Date:
November 6, 2008
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Print
Name:
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Co-Investor
Print Name:
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Title:
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Co-Investor
Signature:
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Date:
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IF
AN ENTITY:
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IF
AN INDIVIDUAL:
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Print
Name of Entity:
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Print
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Signature:
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Signature: /s/
▇▇▇▇ ▇. ▇▇▇▇▇▇
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Date:
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Date:
November 4, 2008
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Print
Name:
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Co-Investor
Print Name:
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Title:
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Co-Investor
Signature:
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Date:
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IF
AN ENTITY:
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IF
AN INDIVIDUAL:
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Print
Name of Entity: NFS/FMTC SEP ▇▇▇ FBO
▇▇▇ ▇▇▇▇▇▇▇▇
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Print
Name:
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Signature: /s/
▇▇▇ ▇▇▇▇▇▇▇▇
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Signature:
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Date: October
29, 2008
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Date:
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Print
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
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Co-Investor
Print Name:
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Title: ▇▇▇
Owner
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Co-Investor
Signature:
|
|
|
Date:
|
|
IF
AN ENTITY:
|
IF
AN INDIVIDUAL:
|
|
|
Print
Name of Entity: Landmark Community Bank
Collateral Account FBO
Estate of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
|
Print
Name:
|
|
|
Signature:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
|
Signature:
|
|
|
Date: November
4, 2008
|
Date:
|
|
|
Print
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
|
Co-Investor
Print Name:
|
|
|
Title:
Attorney-in-fact
|
Co-Investor
Signature:
|
|
|
Date:
|
|
IF
AN ENTITY:
|
IF
AN INDIVIDUAL:
|
|
|
Print
Name of Entity: Nasser Family Trust
|
Print
Name:
|
|
|
Signature: /s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
|
Signature:
|
|
|
Date: November
4, 2008
|
Date:
|
|
|
Print
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
|
Co-Investor
Print Name:
|
|
|
Title: Trustee
|
Co-Investor
Signature:
|
|
|
Date:
|
|
IF
AN ENTITY:
|
IF
AN INDIVIDUAL:
|
|
|
Print
Name of Entity:
|
Print
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
|
|
|
Signature:
|
Signature:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
|
|
|
Date:
|
Date:
November 12, 2008
|
|
|
Print
Name:
|
Co-Investor
Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇
|
|
|
Title:
|
Co-Investor
Signature: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
|
|
|
Date:
November 12, 2008
|
|
IF
AN ENTITY:
|
IF
AN INDIVIDUAL:
|
|
|
Print
Name of Entity:
|
Print
Name: ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
|
|
|
Signature:
|
Signature:
/s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
|
|
|
Date:
|
Date:
October 7, 2008
|
|
|
Print
Name:
|
Co-Investor
Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
|
|
|
Title:
|
Co-Investor
Signature: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
|
|
|
Date:
October 7, 2008
|
|
IF
AN ENTITY:
|
IF
AN INDIVIDUAL:
|
|
|
Print
Name of Entity:
|
Print
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
|
|
|
Signature:
|
Signature: /s/
▇▇▇▇ ▇▇▇▇▇▇▇
|
|
|
Date:
|
Date:
November 11, 2008
|
|
|
Print
Name:
|
Co-Investor
Print Name:
|
|
|
Title:
|
Co-Investor
Signature:
|
|
|
Date:
|
|
IF
AN ENTITY:
|
IF
AN INDIVIDUAL:
|
|
|
Print
Name of Entity:
|
Print
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
|
|
|
Signature:
|
Signature:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
|
|
|
Date:
|
Date:
November 6, 2008
|
|
|
Print
Name:
|
Co-Investor
Print Name:
|
|
|
Title:
|
Co-Investor
Signature:
|
|
|
|
Date:
|
|
IF
AN ENTITY:
|
IF
AN INDIVIDUAL:
|
|
|
|
||
|
Print
Name of Entity:
|
Print
Name: ▇▇▇▇▇ ▇▇▇▇▇
|
|
|
|
||
|
Signature:
|
Signature:
/s/ ▇▇▇▇▇ ▇▇▇▇▇
|
|
|
Date:
|
Date:
November 13, 2008
|
|
|
Print
Name:
|
Co-Investor
Print Name:
|
|
|
Title:
|
Co-Investor
Signature:
|
|
|
Date:
|
|
IF
AN ENTITY:
|
IF
AN INDIVIDUAL:
|
|
|
Print
Name of Entity:
|
Print
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
|
|
Signature:
|
Signature:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
|
|
Date:
|
Date:
November 10, 2008
|
|
|
Print
Name:
|
Co-Investor
Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
|
|
|
Title:
|
Co-Investor
Signature: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
|
|
|
Date:
November 10, 2008
|
|
IF
AN ENTITY:
|
IF
AN INDIVIDUAL:
|
|
|
Print
Name of Entity:
|
Print
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
|
|
|
Signature:
|
Signature:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
|
|
|
Date:
|
Date:
November 13, 2008
|
|
|
Print
Name:
|
Co-Investor
Print Name:
|
|
|
Title:
|
Co-Investor
Signature:
|
|
|
Date:
|
|
IF
AN ENTITY:
|
IF
AN INDIVIDUAL:
|
|
|
Print
Name of Entity:
|
Print
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
|
|
|
Signature:
|
Signature:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
|
|
|
Date:
|
Date:
November 12, 2008
|
|
|
Print
Name:
|
Co-Investor
Print Name:
|
|
|
Title:
|
Co-Investor
Signature:
|
|
|
Date:
|
|
IF
AN ENTITY:
|
IF
AN INDIVIDUAL:
|
|
|
Print
Name of Entity:
|
Print
Name: ▇▇▇▇▇ ▇. ▇▇▇
|
|
|
Signature:
|
Signature:
/s/ ▇▇▇▇▇ ▇. ▇▇▇
|
|
|
Date:
|
Date:
November 9, 2008
|
|
|
Print
Name:
|
Co-Investor
Print Name:
|
|
|
Title:
|
Co-Investor
Signature:
|
|
|
Date:
|
|
IF
AN ENTITY:
|
IF
AN INDIVIDUAL:
|
|
|
Print
Name of Entity:
|
Print
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
|
|
|
Signature:
|
Signature:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
|
|
|
Date:
|
Date:
November 17, 2008
|
|
|
Print
Name:
|
Co-Investor
Print Name:
|
|
|
Title:
|
Co-Investor
Signature:
|
|
|
Date:
|
|
IF
AN ENTITY:
|
IF
AN INDIVIDUAL:
|
|
|
Print
Name of Entity: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Jaye
Ventui Family Trust
|
Print
Name:
|
|
|
|
||
|
Signature:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & /s/ ▇▇▇▇ ▇▇▇▇▇▇
|
Signature:
|
|
|
Date: November
12, 2008
|
Date:
|
|
|
Print
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Jaye Ventui
|
Co-Investor
Print Name:
|
|
|
Title: Co-Trustees
|
Co-Investor
Signature:
|
|
|
Date:
|
|
IF
AN ENTITY:
|
IF
AN INDIVIDUAL:
|
|
|
Print
Name of Entity:
|
Print
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
|
|
|
Signature:
|
Signature:
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
|
|
|
Date:
|
Date:
November 7, 2008
|
|
|
Print
Name:
|
Co-Investor
Print Name:
|
|
|
Title:
|
Co-Investor
Signature:
|
|
|
Date:
|
|
IF
AN ENTITY:
|
IF
AN INDIVIDUAL:
|
|
|
Print
Name of Entity:
|
Print
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
|
|
|
Signature:
|
Signature:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
|
|
|
Date:
|
Date:
November 12, 2008
|
|
|
Print
Name:
|
Co-Investor
Print Name:
|
|
|
Title:
|
Co-Investor
Signature:
|
|
|
Date:
|
|
IF
AN ENTITY:
|
IF
AN INDIVIDUAL:
|
|
|
Print
Name of Entity:
|
Print
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
|
|
Signature:
|
Signature:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
|
|
Date:
|
Date:
November 17, 2008
|
|
|
Print
Name:
|
Co-Investor
Print Name:
|
|
|
Title:
|
Co-Investor
Signature:
|
|
|
Date:
|
|
IF
AN ENTITY:
|
IF
AN INDIVIDUAL:
|
|
|
Print
Name of Entity:
|
Print
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
|
|
Signature:
|
Signature: /s/
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
|
|
Date:
|
Date:
November 18, 2008
|
|
|
|
||
|
Print
Name:
|
Co-Investor
Print Name:
|
|
|
Title:
|
Co-Investor
Signature:
|
|
|
Date:
|
|
IF
AN ENTITY:
|
IF
AN INDIVIDUAL:
|
|
|
Print
Name of Entity:
|
Print
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
|
|
|
Signature:
|
Signature: /s/
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
|
|
|
Date:
|
Date:
November 3, 2008
|
|
|
|
||
|
Print
Name:
|
Co-Investor
Print Name:
|
|
|
Title:
|
Co-Investor
Signature:
|
|
|
Date:
|
|
IF
AN ENTITY:
|
IF
AN INDIVIDUAL:
|
|
|
Print
Name of Entity:
|
Print
Name: ▇▇▇▇▇▇▇ ▇. Silver
|
|
|
Signature:
|
Signature:
/s/ ▇▇▇▇▇▇▇ ▇. Silver
|
|
|
Date:
|
Date:
November 5, 2008
|
|
|
|
||
|
Print
Name:
|
Co-Investor
Print Name:
|
|
|
Title:
|
Co-Investor
Signature:
|
|
|
Date:
|
|
IF
AN ENTITY:
|
IF
AN INDIVIDUAL:
|
|
|
Print
Name of Entity:
|
Print
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
|
|
|
Signature:
|
Signature:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
|
|
|
Date:
|
Date:
November 5, 2008
|
|
|
|
||
|
Print
Name:
|
Co-Investor
Print Name:
|
|
|
Title:
|
Co-Investor
Signature:
|
|
|
Date:
|
|
IF
AN ENTITY:
|
IF
AN INDIVIDUAL:
|
|
|
Print
Name of Entity:
|
Print
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
|
|
|
Signature:
|
Signature:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
|
|
|
Date:
|
Date:
November 13, 2008
|
|
|
Print
Name:
|
Co-Investor
Print Name:
|
|
|
Title:
|
Co-Investor
Signature:
|
|
|
Date:
|
|
IF
AN ENTITY:
|
IF
AN INDIVIDUAL:
|
|
|
Print
Name of Entity: ▇▇▇▇▇▇ ▇. Tanning Rollover
▇▇▇
|
Print
Name:
|
|
|
Signature:
/s/ ▇▇▇▇▇▇ ▇. Tanning
|
Signature:
|
|
|
Date:
November 3, 2008
|
Date:
|
|
|
Print
Name: ▇▇▇▇▇▇ ▇. Tanning
|
Co-Investor
Print Name:
|
|
|
Title:
▇▇▇ Owner
|
Co-Investor
Signature:
|
|
|
Date:
|
Schedule
A
|
Name of Lenders
|
Principal Amount
of Note
|
|||
|
▇▇▇▇
▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
$
|
200,000
|
||
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇ Revocable Trust u/a 10/08/04
|
$
|
25,000
|
||
|
▇▇▇▇▇
▇▇ ▇▇▇▇▇▇
|
$
|
50,000
|
||
|
▇▇▇▇▇▇▇
▇▇▇▇▇
|
$
|
25,000
|
||
|
▇▇▇▇
▇. ▇▇▇▇▇▇▇ Living Trust
|
$
|
25,000
|
||
|
▇▇▇▇
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
|
$
|
25,000
|
||
|
▇▇▇▇▇▇▇
▇▇▇▇▇
|
$
|
10,000
|
||
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇
|
$
|
50,000
|
||
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
$
|
10,000
|
||
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
$
|
25,000
|
||
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
|
$
|
10,000
|
||
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
$
|
10,000
|
||
|
▇▇▇▇▇
& ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
|
$
|
25,000
|
||
|
▇▇▇▇▇
▇. ▇▇▇▇
|
$
|
10,000
|
||
|
▇▇▇▇
▇. ▇▇▇▇▇▇
|
$
|
15,000
|
||
|
NFS/FMTC
SEP ▇▇▇ FBO ▇▇▇ ▇▇▇▇▇▇▇▇
|
$
|
15,000
|
||
|
Landmark
Community Bank Collateral Account FBO Estate of ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
|
$
|
65,000
|
||
|
Nasser
Family Trust
|
$
|
25,000
|
||
|
▇▇▇▇▇
▇. ▇▇▇▇ & ▇▇▇▇▇ ▇. ▇▇▇▇, JTWROS
|
$
|
5,000
|
||
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇ & ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
|
$
|
50,000
|
||
|
▇▇▇▇
▇▇▇▇▇▇▇
|
$
|
5,000
|
||
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
$
|
25,000
|
||
|
▇▇▇▇▇
▇▇▇▇▇
|
$
|
5,000
|
||
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, JTWROS
|
$
|
10,000
|
||
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
|
$
|
30,000
|
||
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇.
|
$
|
5,000
|
||
|
▇▇▇▇▇
▇▇▇
|
$
|
25,000
|
||
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
$
|
25,000
|
||
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇ & ▇▇▇▇ ▇. ▇▇▇▇▇▇ Family Trust
|
$
|
25,000
|
||
|
▇▇▇▇▇▇▇▇▇
▇▇▇▇
|
$
|
20,000
|
||
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
|
$
|
10,000
|
||
|
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
|
$
|
5,000
|
||
|
▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
|
$
|
25,000
|
||
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
$
|
20,000
|
||
|
▇▇▇▇▇▇▇
▇. Silver
|
$
|
25,000
|
||
|
▇▇▇▇▇▇
▇▇▇▇▇
|
$
|
25,000
|
||
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
|
$
|
5,000
|
||
|
▇▇▇▇▇▇
▇. Tanning Rollover ▇▇▇
|
$
|
70,000
|
||
|
TOTAL:
|
1,035,000
|
|||