Podium Technology Limited NOTE AND WARRANT PURCHASE AGREEMENT May 30, 2008
Podium
Technology Limited
May
30, 2008
TABLE
OF CONTENTS
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Page
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1.
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Definitions
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1
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2.
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Terms
of the Secured Notes
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3
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2.1
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Issuance
of Secured Notes
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3
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2.2
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Corporate
Transaction or Reverse Merger Withdrawal
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3
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3.
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Warrants
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3
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4.
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Closing
Mechanics
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3
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5.
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Representations
and Warranties of the Company
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3
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5.1
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Organization,
Good Standing and Qualification
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4
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5.2
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Authorization
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4
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5.3
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Compliance
with Other Instruments
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4
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5.4
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Valid
Issuance of Stock
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4
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6.
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Representations and Warranties of the Lenders |
4
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6.1
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Authorization
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4
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6.2
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Purchase
Entirely for Own Account
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4
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6.3
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Disclosure
of Information
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5
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6.4
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Investment
Experience
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5
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6.5
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Accredited
Investor
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5
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6.6
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Restricted
Securities
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5
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6.7
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Further
Limitations on Disposition
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5
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6.8
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Legends
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5
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7.
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State
Commissioners of Corporations
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6
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8.
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Defaults
and Remedies
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6
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8.1
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Events
of Default
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6
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8.2
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Remedies
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7
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9.
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Miscellaneous |
7
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9.1
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Successors
and Assigns
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7
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9.2
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Governing
Law
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7
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9.3
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Counterparts
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7
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9.4
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Titles
and Subtitles
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7
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9.5
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Notices
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8
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9.6
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Finder’s
Fee
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8
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9.7
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Expenses
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8
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9.8
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Entire
Agreement; Amendments and Waivers
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8
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9.9
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Effect
of Amendment or Waiver
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9
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9.10
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Severability
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9
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9.11
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Stock
Purchase Agreement
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9
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i
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9.12
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Exculpation
Among Lenders
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9
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9.13
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Acknowledgement
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9
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9.14
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Indemnity;
Costs, Expenses and Attorneys’ Fees
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9
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9.15
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Further
Assurance
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10
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| EXHIBIT A SECURED PROMISSORY NOTE | |||
| EXHIBIT B WARRANT TO PURCHASE SHARES OF EQUITY SECURITIES | |||
ii
THIS
NOTE AND WARRANT PURCHASE AGREEMENT
(“Agreement”) is made as of May 30, 2008, by and among Podium Technology
Limited, a British Virgin Islands corporation (the “Company”), and the lenders
(each individually a “Lender,” and collectively the “Lenders”) named on the
Schedule of Lenders attached hereto (the “Schedule of Lenders”). Capitalized
terms not otherwise defined in this Agreement shall have the meanings ascribed
to them in Section 1 below.
WHEREAS,
each of
the Lenders intends to provide certain Consideration to the Company as described
for each Lender on the Schedule of Lenders;
WHEREAS,
the
parties wish to provide for the sale and issuance of such Notes and Warrants
in
return for the provision by the Lenders of the Consideration to the Company;
and
WHEREAS,
the
parties intend for the Company to issue in return for the Consideration one
or
more Notes and Warrants to purchase shares of the Company’s Equity
Securities.
NOW,
THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Definitions.
(a) “Consideration”
shall
mean the amount of money paid by each Lender pursuant to this Agreement as
shown
on the Schedule of Lenders.
(b) “Conversion
Shares”
shall,
for purposes of determining the type of Equity Securities issuable upon exercise
of the Warrants, mean shares of Common Stock.
(c) “Corporate
Transaction”
shall
mean (A) the closing of the sale, transfer or other disposition of all or
substantially all of this Company’s assets, (B) the consummation of the
merger or consolidation of this Company with or into another entity (except
a
merger or consolidation in which the holders of capital stock of this Company
immediately prior to such merger or consolidation continue to hold at least
50%
of the voting power of the capital stock of this Company or the surviving or
acquiring entity), (C) the closing of the transfer (whether by merger,
consolidation or otherwise), in one transaction or a series of related
transactions, to a person or group of affiliated persons (other than an
underwriter of this Company’s securities), of this Company’s securities if,
after such closing, such person or group of affiliated persons would hold 50%
or
more of the outstanding voting stock of this Company (or the surviving or
acquiring entity) or (D) a liquidation, dissolution or winding up of this
Company; provided, however, that a transaction shall not constitute a
Liquidation Event if its sole purpose is to change the state of this Company’s
incorporation or to create a holding company that will be owned in substantially
the same proportions by the persons who held this Company’s securities
immediately prior to such transaction; provided, however a Corporate Transaction
shall not include the issuance of Equity Securities in the Next Equity
Financing.
(d) “Equity
Purchase Price”
shall
mean the price paid per share for Equity Securities by the investors in the
Next
Equity Financing.
(e) “Equity
Securities”
shall
mean the Company’s Common Stock or Preferred Stock or any securities conferring
the right to purchase the Company’s Common Stock or Preferred Stock or
securities convertible into, or exchangeable for (with or without additional
consideration), the Company’s Common Stock or Preferred Stock, except any
security granted, issued and/or sold by the Company to any director, officer,
employee or consultant of the Company in such capacity for the primary purpose
of soliciting or retaining their services.
(f) “Majority
Note Holders”
shall
mean the holders of a majority in interest of the aggregate principal amount
of
Notes.
(g) “Maturity
Date”
shall
mean December 31, 2008.
(h) “Next
Equity Financing”
shall
mean the next sale (or series of related sales) by the Company of its Equity
Securities following the date of this Agreement from which the Company receives
gross proceeds of not less than US$3,000,000 and
further
to which the Company completes a Reverse Merger;
(i) “Notes”
shall
mean the one or more promissory notes issued to each Lender pursuant to Section
2.1 below, the form of which is attached hereto as Exhibit
A.
(j) “Period”
shall
mean 30 consecutive days, without regard to actual calendar months.
(k) “Purchase
Price of the Warrants” shall
mean the price paid by the Lenders to receive each Warrant, which amount shall
be .01% percent
of the principal amount of each Note.
(l) “Reverse
Merger”
shall
mean either a (i) merger of the Company into a Shell, (ii) merger of the Company
with a subsidiary of a Shell whereby the Company is the surviving entity and
the
shell Exchanges newly issued shares for the outstanding shares of the Company
or
(iii) share exchange where shareholders of the Company exchange their shares
for
shares of the Shell.
(m) “Reverse
Merger Withdrawal”
shall
mean notice by the Company to the Lender or the Lender having a reasonable
basis
to believe that the Company does not intend to effect the Reverse Merger which
shall include, but not be limited to, the Company entering into or agreeing
to
enter into an alternative financing transaction or Corporate Transaction other
than the Reverse Merger.
(n) “Shell”
shall
mean a company reporting under Section 13 or 15 of the Securities Exchange
Act
of 1934, as amended, or that has a class of securities registered under Section
12 of the Securities Act of 1933, as amended, and that has no or nominal
operations or has identified itself as a shell in its periodic reports as filed
with the Securities and Exchange Commission.
2
(o) “Warrants”
shall
mean one or more warrants issued pursuant to Section 3 below.
(p) “Warrant
Coverage Amount”
shall
mean, with respect to any particular Warrant issued to a Lender, fifty percent
(50%) of the principal amount of the Note issued to such Lender in conjunction
with such Warrant.
2. Terms
of the Secured Notes.
2.1 Issuance
of Secured Notes.
In
return for the Consideration paid by each Lender, the Company shall sell and
issue to such Lender one or more secured Notes. Each Note shall have a principal
balance equal to that portion of the Consideration, less the Purchase Price
of
the Warrant, paid by such Lender for the Note, as set forth in the Schedule
of
Lenders. Each Note shall be secured by the assets of the Company as described
in
such Notes and any related security agreement.
Corporate
Transaction or Reverse Merger Withdrawal.
In the
event of a Corporate Transaction or Reverse Merger withdrawal prior to full
payment of a Note or all outstanding principal and unpaid accrued interest
due
on such Note shall be due and payable in full prior to the closing of the
Corporate Transaction or Reverse Merger Withdrawal.
3. Warrants.
Upon
the Closing (as defined in Section 4.1 below), and in return for the
Company’s receipt of the Purchase Price of Warrant and the principal of the
Notes, each Lender shall receive a warrant to purchase Conversion Shares in
the
form attached hereto as Exhibit B
(the
“Warrant”). Each Warrant shall be exercisable for that number of Conversion
Shares determined
by dividing the Warrant Coverage Amount by the Conversion Price. The exercise
price for the Conversion Shares purchasable upon exercise of the Warrants shall
be the Conversion Price applicable to such shares.
4. Closing
Mechanics.
The
closing (the “Closing”) of the purchase of the Notes and issuance of the
Warrants in return for the Consideration paid by each Lender shall take place
at
the offices of the ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ LLP, at ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ p.m., on May 30, 2008,
or at such other time and place as the Company and Lenders purchasing a majority
in interest of the aggregate principal amount of the Notes to be sold at the
Closing agree upon orally or in writing. At the Closing, each Lender shall
deliver the Consideration to the Company and the Company shall deliver to each
Lender one or more executed Notes and Warrants in return for the respective
Consideration provided to the Company.
5. Representations
and Warranties of the Company.
In
connection with the transactions provided for herein, the Company hereby
represents and warrants to the Lenders that:
3
5.1 Organization,
Good Standing and Qualification.
The
Company is a corporation duly organized, validly existing, and in good standing
under the laws of the British Virgin Islands and has all requisite corporate
power and authority to carry on its business as now conducted. The Company
is
duly qualified to transact business and is in good standing in each jurisdiction
in which the failure to so qualify would have a material adverse effect on
its
business or properties.
5.2 Authorization.
Except
for the authorization and issuance of the shares issuable in connection with
the
Next Equity Financing, all corporate action has been taken on the part of the
Company, its officers, directors and stockholders necessary for the
authorization, execution and delivery of this Agreement, the Notes and the
Warrants. Except as may be limited by applicable bankruptcy, insolvency,
reorganization, or similar laws relating to or affecting the enforcement of
creditors’ rights, the Company has taken all corporate action required to make
all of the obligations of the Company reflected in the provisions of this
Agreement, the Notes and the Warrants, the valid and enforceable obligations
they purport to be. The issuance of the Notes, will not be subject to the
preemptive rights of any stockholder of the Company. The
Company has authorized sufficient shares of its capital stock to
allow
for exercise of the Warrant as described herein.
5.3 Compliance
with Other Instruments.
Neither
the authorization, execution and delivery of this Agreement, nor the issuance
and delivery of the Notes and the Warrants, will constitute or result in a
material default or violation of any law or regulation applicable to the Company
or any material term or provision of the Company’s current Certificate of
Incorporation or bylaws or any material agreement or instrument by which it
is
bound or to which its properties or assets are subject.
5.4 Valid
Issuance of Stock.
The
Conversion Shares to be issued, sold and delivered in accordance with the terms
of the Warrants will be duly authorized and validly issued, fully paid and
nonassessable and, based in part upon the representations and warranties of
the
Lenders in this Agreement, will be issued in compliance with all applicable
federal and state securities laws.
6. Representations
and Warranties of the Lenders.
In
connection with the transactions provided for herein, each Lender hereby
represents and warrants to the Company that:
6.1 Authorization.
This
Agreement constitutes such Lender’s valid and legally binding obligation,
enforceable in accordance with its terms, except as may be limited by
(i) applicable bankruptcy, insolvency, reorganization, or similar laws
relating to or affecting the enforcement of creditors’ rights and (ii) laws
relating to the availability of specific performance, injunctive relief or
other
equitable remedies. Each Lender represents that it has full power and authority
to enter into this Agreement.
6.2 Purchase
Entirely for Own Account.
Each
Lender acknowledges that this Agreement is made with Lender in reliance upon
such Lender’s representation to the Company that the Notes, the Warrants, the
Conversion Shares, and any Common Stock issuable upon conversion of the
Conversion Shares (collectively, the “Securities”) will be acquired for
investment for Lender’s own account, not as a nominee or agent, and not with a
view to the resale or distribution of any part thereof, and that such Lender
has
no present intention of selling, granting any participation in, or otherwise
distributing the same. By executing this Agreement, each Lender further
represents that such Lender does not have any contract, undertaking, agreement
or arrangement with any person to sell, transfer or grant participations to
such
person or to any third person, with respect to the Securities.
4
6.3 Disclosure
of Information.
Each
Lender acknowledges that it has received all the information it considers
necessary or appropriate for deciding whether to acquire the Notes and the
Warrants. Each Lender further represents that it has had an opportunity to
ask
questions and receive answers from the Company regarding the terms and
conditions of the offering of the Notes and the Warrants.
6.4 Investment
Experience.
Each
Lender is an investor in securities of companies in the development stage and
acknowledges that it is able to fend for itself, can bear the economic risk
of
its investment and has such knowledge and experience in financial or business
matters that it is capable of evaluating the merits and risks of the investment
in the Securities. If other than an individual, each Lender also represents
it
has not been organized solely for the purpose of acquiring the
Securities.
6.5 Accredited
Investor.
Each
Lender is an “accredited investor” within the meaning of Rule 501 of Regulation
D of the Securities and Exchange Commission (the “SEC”), as presently in
effect.
6.6 Restricted
Securities.
Each
Lender understands that the Notes and the Warrants are characterized as
“restricted securities” under the federal securities laws inasmuch as they are
being acquired from the Company in a transaction not involving a public offering
and that under such laws and applicable regulations such securities may be
resold without registration under the Act only in certain limited circumstances.
Each Lender represents that it is familiar with SEC Rule 144, as presently
in
effect, and understands the resale limitations imposed thereby and by the
Act.
6.7 Further
Limitations on Disposition.
Without
in any way limiting the representations and warranties set forth above, each
Lender further agrees not to make any disposition of all or any portion of
the
Notes and Warrants unless and until the transferee has agreed in writing for
the
benefit of the Company to be bound by this Section 6 and:
(a) There
is
then in effect a registration statement under the Act covering such proposed
disposition and such disposition is made in accordance with such registration
statement; or
(b) (i)
Lender has notified the Company of the proposed disposition and has furnished
the Company with a detailed statement of the circumstances surrounding the
proposed disposition and (ii) if
reasonably requested by the Company, Lender shall have furnished the Company
with an opinion of counsel, reasonably satisfactory to the Company, that such
disposition will not require registration of such shares under the Act. It
is
agreed that the Company will not require opinions of counsel for transactions
made pursuant to Rule 144 except in extraordinary circumstances.
6.8 Legends.
It is
understood that the Securities may bear the following legend:
5
“THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT
OR
UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.”
7. State
Commissioners of Corporations.
THE
SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN
QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA
AND
THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION FOR SUCH SECURITIES PRIOR TO SUCH QUALIFICATION IS UNLAWFUL,
UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100,
25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES
TO
THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED,
UNLESS THE SALE IS SO EXEMPT.
8. Defaults
and Remedies.
8.1 Events
of Default.
The
following events shall be considered Events of Default with respect to each
Note:
(a) The
Company shall default in the payment of any part of the principal or unpaid
accrued interest on the Note on the Maturity Date or at a date fixed by
acceleration or otherwise;
(b) The
Company shall make an assignment for the benefit of creditors, or shall admit
in
writing its inability to pay its debts as they become due, or shall file a
voluntary petition for bankruptcy, or shall file any petition or answer seeking
for itself any reorganization, arrangement, composition, readjustment,
dissolution or similar relief under any present or future statute, law or
regulation, or shall file any answer admitting the material allegations of
a
petition filed against the Company in any such proceeding, or shall seek or
consent to or acquiesce in the appointment of any trustee, receiver or
liquidator of the Company, or of all or any substantial part of the properties
of the Company, or the Company or its respective directors or majority
stockholders shall take any action looking to the dissolution or liquidation
of
the Company;
(c) Within
thirty (30) days after the commencement of any proceeding against the
Company seeking any bankruptcy reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present
or
future statute, law or regulation, such proceeding shall not have been
dismissed, or within thirty (30) days after the appointment without the
consent or acquiescence of the Company of any trustee, receiver or liquidator
of
the Company or of all or any substantial part of the properties of the Company,
such appointment shall not have been vacated;
6
(d) Within
thirty (30) days after the Company becomes involved in litigation that threatens
to materially and adversely affect the Company’s business, operations, assets,
results of operations or prospects if the Company’s involvement has not
terminated by such date in a manner that does not and could not reasonably
be
expected to materially and adversely affect the Company’s business, operations,
assets, results of operations or prospects;
(e) Any
default or defined event of default that has not otherwise been cured or
forgiven shall occur under any agreement to which the Company or any of its
subsidiaries is a party that evidences Indebtedness of $25,000 or more;
(f) Reverse
Merger Withdrawal or Corporate Transaction; or
(g) The
Company shall fail to observe or perform any other obligation to be observed
or
performed by it under this Agreement, the Notes, the Warrants or the Security
Agreement within 30 days after written notice from the Majority Noteholders
to
perform or observe the obligation.
8.2 Remedies.
Upon
the occurrence of an Event of Default under Section 8.1 hereof, at the
option and upon the declaration of the holder of a Note, the entire unpaid
principal and accrued and unpaid interest on such Note shall, without
presentment, demand, protest, or notice of any kind, all of which are hereby
expressly waived, be forthwith due and payable, and such holder may, immediately
and without expiration of any period of grace, enforce payment of all amounts
due and owing under such Note and exercise any and all other remedies granted
to
it at law, in equity or otherwise.
9. Miscellaneous.
9.1 Successors
and Assigns.
Except
as otherwise provided herein, the terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties, provided, however, that the Company may not assign
its
obligations under this Agreement without the written consent of the Majority
Note Holders. Nothing in this Agreement, express or implied, is intended to
confer upon any party other than the parties hereto or their respective
successors and assigns any rights, remedies, obligations or liabilities under
or
by reason of this Agreement, except as expressly provided in this
Agreement.
9.2 Governing
Law.
This
Agreement, the Notes and
the
Warrants shall be governed by and construed under the laws of the State of
California as applied to agreements among California residents, made and to
be
performed entirely within the State of California.
9.3 Counterparts.
This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
9.4 Titles
and Subtitles.
The
titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this
Agreement.
7
9.5 Notices.
All
notices and other communications given or made pursuant hereto shall be in
writing and shall be deemed effectively given: (i) upon personal delivery to
the
party to be notified, (ii) when sent by confirmed electronic mail or facsimile
if sent during normal business hours of the recipient, if not so confirmed,
then
on the next business day, (iii) five (5) days after having been sent by
registered or certified mail, return receipt requested, postage prepaid or
(iv)
one (1) day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt. All
communications shall be sent to the respective parties at the following
addresses (or at such other addresses as shall be specified by notice given
in
accordance with this Section 9.5):
If
to the
Company:
Podium
Technology Limited
OMC
▇▇▇▇▇▇▇▇
P.O.
Box
3152
Road
Town
Tortola, British Virgin Islands
Attention:
Chief Executive Officer
If
to
Lenders:
At
the
respective addresses shown on the signature pages hereto.
9.6 Finder’s
Fee.
Each
party represents that it neither is nor will be obligated for any finder’s fee
or commission in connection with this transaction. Lender agrees to indemnify
and to hold harmless the Company from any liability for any commission or
compensation in the nature of a finder’s fee (and the costs and expenses of
defending against such liability or asserted liability) for which Lender or
any
of its officers, partners, employees or representatives is responsible. The
Company agrees to indemnify and hold harmless Lender from any liability for
any
commission or compensation in the nature of a finder’s fee (and the costs and
expenses of defending against such liability or asserted liability) for which
the Company or any of its officers, employees or representatives is
responsible.
9.7 Expenses.
If any
action at law or in equity is necessary to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to reasonable attorneys’
fees, costs and necessary disbursements in addition to any other relief to
which
such party may be entitled. The Company shall pay all costs and expenses that
it
incurs with respect to the negotiation, execution, delivery and performance
of
this Agreement. At the Closing, the Company shall reimburse the reasonable
fees
and expenses of special counsel for the Lenders, not to exceed
$5,000.
9.8 Entire
Agreement; Amendments and Waivers.
This
Agreement, the Notes and the Warrants and the other documents delivered pursuant
hereto constitute the full and entire understanding and agreement between the
parties with regard to the subjects hereof and thereof. The Company’s agreements
with each of the Lenders are separate agreements, and the sales of the Notes
and
Warrants to each of the Lenders are separate sales. Nonetheless, any term of
this Agreement, the Notes or the Warrants may be amended and the observance
of
any term of this Agreement, the Notes or the Warrants may be waived (either
generally or in a particular instance and either retroactively or
prospectively), with the written consent of the Company and the Majority Note
Holders. Any waiver or amendment effected in accordance with this Section shall
be binding upon each party to this Agreement and any holder of any Note or
Warrant purchased under this Agreement at the time outstanding and each future
holder of all such Notes or Warrants.
8
9.9 Effect
of Amendment or Waiver.
Each
Lender acknowledges that by the operation of Section 9.8 hereof, the
Majority Note Holders will have the right and power to diminish or eliminate
all
rights of such Lender under this Agreement and each Note and Warrant issued
to
such Lender.
9.10 Severability.
If one
or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.
9.11 Stock
Purchase Agreement.
Each
Lender understands and agrees that the exercise of the Warrants for Conversion
Shares may require such Lender’s execution of certain agreements in the form
agreed to by investors in the Next Equity Financing (in form reasonably
agreeable to the Lender) relating to the purchase and sale of such securities
as
well as registration, co-sale, rights of first refusal, rights of first offer
and voting rights, if any, relating to such securities.
9.12 Exculpation
Among Lenders.
Each
Lender acknowledges that it is not relying upon any person, firm, corporation
or
stockholder, other than the Company and its officers and directors in their
capacities as such, in making its investment or decision to invest in the
Company. Each Lender agrees that no other Lender nor the respective controlling
persons, officers, directors, partners, agents, stockholders or employees of
any
other Lender shall be liable for any action heretofore or hereafter taken or
omitted to be taken by any of them in connection with the purchase and sale
of
the Securities.
9.13 Acknowledgement.
In
order to avoid doubt, it is acknowledged that each Lender shall be entitled
to
the benefit of all adjustments in the number of shares of Common Stock of the
Company issuable upon conversion of the Preferred Stock of the Company or as
a
result of any splits, recapitalizations, combinations or other similar
transaction affecting the Common Stock or Preferred Stock underlying the
Conversion Shares that occur prior to the conversion of the Notes or exercise
of
the Warrants.
9.14 Indemnity;
Costs, Expenses and Attorneys’ Fees.
The
Company shall indemnify and hold each Lender harmless from any loss, cost,
liability and legal or other expense, including attorneys’ fees of such Lender’s
counsel, which a Lender may directly or indirectly suffer or incur by reason
of
the failure of the Company to perform any of its obligations under this
Agreement, any Note, any Warrant, any agreement executed in connection herewith
or therewith, any grant of or exercise of remedies with respect to any
collateral at any time securing any obligations evidenced by this Agreement
or
the Notes, or any Lender’s execution or performance of this Agreement or any
agreement executed in connection herewith, or acceptance or exercise of any
Warrant.
9
9.15 Further
Assurance.
From
time to time, the Company shall execute and deliver to the Lenders such
additional documents and shall provide such additional information to the
Lenders as any Lender may reasonably require to carry out the terms of this
Agreement and the Notes and any agreements executed in connection herewith
or
therewith, or to be informed of the financial and business conditions and
prospects of the Company.
10
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
|
Podium
Technology Limited
|
|
|
By:
|
/s/
▇▇▇▇ ▇▇▇▇ Fu
|
|
Name:
|
▇▇▇▇ ▇▇▇▇ Fu |
|
Title:
|
Chief Executive Officer |
SIGNATURE
PAGE TO
NOTE
AND WARRANT PURCHASE AGREEMENT
|
LENDERS:
|
|
|
Trillion
Growth China LP
|
|
|
By:
|
/s/
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
|
|
Name:
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇
|
|
Title:
|
President
|
|
10th
Floor, Bankers Hall ▇▇▇▇ ▇▇▇▇▇
|
|
|
▇▇▇-▇▇▇
▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇▇▇, ▇▇
|
|
|
▇▇▇
▇▇▇ ▇▇▇▇▇▇
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
SIGNATURE
PAGE TO
NOTE
AND WARRANT PURCHASE AGREEMENT
|
MidSouth
Investor Fund LP
|
|
|
By:
|
/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
|
|
Name:
|
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
|
Title:
|
General
Partner
|
|
|
|
|
Name:
|
|
|
Title:
|
|
SIGNATURE
PAGE TO
NOTE
AND WARRANT PURCHASE AGREEMENT
SCHEDULE
OF LENDERS
|
Lender
|
Total
Consideration
|
Principal Balance
of Promissory Note
|
Purchase Price
of Warrant
|
|||||||
|
Trillion Growth China LP
|
$
|
300,000.00
|
$
|
300,000.00
|
$
|
300,000.00
|
||||
|
Midsouth
Investor Fund LP
|
$
|
300,000.00
|
$
|
300,000.00
|
$
|
300,000.00
|
||||
|
TOTAL
|
|
$
|
|
|
$
|
|
$
|
|
||