SIGNED IN THE PRESENCE OF. FOR THE GOVERNMENT OF MANITOBA
SIGNED IN THE PRESENCE OF. Computer Laboratory In-charge Computer Laboratory In-charge
SIGNED IN THE PRESENCE OF. ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES) MAKATI CITY, METRO MANILA) S.S. BEFORE ME, a Notary Public for and in the above jurisdiction this 11th day of February 2005 personally appeared the following: COMMUNITY TAX NAME CERTIFICATE NO./ PASSPORT NO. DATE/PLACE ISSUED ROBERTO O. VALDES January 13,2005/Xxxxxx XXXXX X. HOLLEY November 13, 2000/XX,XXX /x/ XXREK W. HOLLEY (passport number) known to me and to me knowx xx xx xxx xxxe persons who executed the foregoing Loan and Pledge Agreement and acknowledged to me that the same is their free and voluntary act and deed. WITNESS MY HAND AND SEAL on the date first abovewritten. Doc. No. 267; Page No. 54; Book No. VII; Series of 2005. /s/ PAUL ABBOTT P. ENRIQUEZ [Xxxxxx Xxxmx] SECURED PROMISORY NOTE $42,000.00 April 10, 2004 Xxxxx, Xxxxxxxxxxx XXX XXXXX XXXXXXXX, Xxxxx X. Xxxxxx ("Xxxxx") xxxxxx xxxxxxxx to pay to the order of eTelxxxxx Xxxxxxxxxonal, Inc., a corporation organized under the laws of the Philippines ("Holder"), at the offices of Holder located at 19th and 20th Floors, Citibank Plaza, Eastwood Cyberpark, Libis, Philippines, xx xx xxxx xxxxx xxxxx xx Xxxxxx xxx xxxx xxxx xx xxxx xxxxxxxxx xx writing, the principal sum of Forty Two Thousand US Dollars (US$42,000.00), with interest on unpaid principal from the date hereof accruing at the rate equal to the United States Federal Funds Rate as of the date hereof (which shall be one percent (1.0%0)) per annum, on the date that is three (3) years from the date hereof. Maker reserves the right to prepay all or any part of this Promisory Note (the "Note") at any time without premium or penalty. This Note is secured by a security interest created by a Pledge Agreement of even date herewith (the "Pledge Agreement") and is subject to the terms and conditions thereof. If Maker fails to pay any principal or interest within ten (10) days after the same is due, or if any other default occurs under this Note, the Pledge Agreement or any other document now or in the future securing this Note, the entire unpaid principal balance, accrued interest and other sums payable hereunder and under the Pledge Agreement shall, at the option of Holder, become immediately due and payable without demand or notice. Further, in the event Maker sells, transfers or conveys the Stock or a portion thereof, all indebtedness evidenced by this Note shall become immediately due and payable without demand or notice. Maker agrees to pay to Holder all fees, costs and expenses incurred by Holder ...
SIGNED IN THE PRESENCE OF. WITNESSES:
SIGNED IN THE PRESENCE OF. To the extent applicable to the implementation of this Agreement, each Party shall comply with its own internal business rules and Corporate Governance policies, and shall address or resolve violation(s) thereof in accordance with its own internal business rules and Corporate Governance policies.
SIGNED IN THE PRESENCE OF. (Name) ACCEPTED AND AGREED: [TRANSFEREE]
SIGNED IN THE PRESENCE OF. ACKNOWLEDGMENT
SIGNED IN THE PRESENCE OF. (Name) ACCEPTED AND AGREED: [TRANSFEREE] ----------------------- (Name) IRREVOCABLE PROXY For good and valuable consideration, receipt of which is hereby acknowledged, Laurus Master Fund, Ltd. ("Laurus"), hereby appoints Tarpon Industries, Inc. (the "Proxy Holder" or the "Company"), with a mailing address at 0000 Xxxxx Xx., Marysville, MI 48040, with full power of substitution, as proxy, to vote all shares of Common Stock of the Company, now or in the future owned by Laurus to the extent such shares are issued to Laurus upon its exercise of (a) the Common Stock Purchase Warrant (the "Warrant"), issued by the Company to Laurus as of the date hereof and (b) all other warrants and/or options issued by the Company in favor of Laurus with an exercise price equal to or less than the greater of $0.01 and the par value of the Company's common stock (the "Other Options and Warrants") (collectively, the "Shares"). This proxy is irrevocable and coupled with an interest. Upon the sale or other transfer of the Shares, in whole or in part, or the assignment of the Warrant or any of the Other Options and Warrants, this proxy shall automatically terminate (x) with respect to such sold or transferred Shares at the time of such sale and/or transfer, and (y) in the case of an assignment of the Warrant and/or Other Options and Warrants, at the time of such assignment in respect of the Shares issuable upon exercise of such assigned Warrant and/or Other Options and Warrants, in each case, without any further action required by any person. Laurus shall use its best efforts to forward to Proxy Holder within two (2) business days following Laurus' receipt thereof, at the address for Proxy Holder set forth above, copies of all materials received by Laurus relating, in each case, to the solicitation of the vote of shareholders of the Company. This proxy shall remain in effect with respect to the Shares of the Company during the period commencing on the date hereof and continuing until the payment in full of all obligations and liabilities owing by the Company to Laurus (as the same may be amended, restated, extended or modified from time to time).
SIGNED IN THE PRESENCE OF. (Address)
SIGNED IN THE PRESENCE OF. REPUBLIC OF THE PHILIPPINES) ) S.S. appeared: BEFORE ME, a Notary Public for and in ..............................................., this ................ day of ............................................, , personally CTC No. Date & Place Issued
