REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 16th, 2007 • Vertical Branding, Inc. • Real estate
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 13, 2007, by and among Vertical Branding, Inc., a Delaware corporation (the “Company”), and the purchasers whose signatures appear on the signature pages of this Agreement under the caption “Purchasers” (the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 7th, 2006 • MFC Development Corp • Real estate • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of July 31, 2006, by and among MFC Development Corp., a Delaware corporation, with headquarters located at 271 North Avenue, Suite 520, New Rochelle, NY 10801 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2006 • MFC Development Corp • Real estate • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 31, 2006, by and among MFC Development Corp., a Delaware corporation, with headquarters located at 271 North Avenue, Suite 520, New Rochelle, NY 10801 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
SECURITY AGREEMENTSecurity Agreement • August 7th, 2006 • MFC Development Corp • Real estate • New York
SECURITY AGREEMENT, dated as of July 31, 2006 (this "Agreement") made by MFC Development Corp., a Delaware corporation (the "Company"), and the undersigned subsidiaries of the Company (each a "Grantor" and collectively and together with the Company the "Grantors"), in favor of Gottbetter Capital Finance, LLC, a Delaware limited liability company (the "Buyer").
STANDARD OFFICE LEASEOffice Lease • August 21st, 2006 • MFC Development Corp • Real estate • California
July, 2006, by and between ARDEN REALTY FINANCE IV, L.L.C., a StateDelaware limited liability company ("Landlord"), and WORLDWIDE EXCELLENCE, INC., a Delaware corporation ("Tenant").
ASSET PURCHASE AGREEMENT dated as of June 22, 2006 by and between MFC DEVELOPMENT CORP., a Delaware corporation, On the one hand, and ADSOUTH PARTNERS, INC., a Nevada corporation, ADSOUTH, INC., a Florida corporation, and DERMAFRESH, INC., a Florida...Asset Purchase Agreement • August 7th, 2006 • MFC Development Corp • Real estate • California
This ASSET PURCHASE AGREEMENT dated as of June 22, 2006 is made and entered into by and between MFC Development Corp., a Delaware corporation (“Purchaser”), on the one hand, and Adsouth Partners, Inc., a Nevada corporation (“ASPR”), Adsouth, Inc., a Florida corporation (“ASI”), Dermafresh, Inc., a Florida corporation (“DFI,” which, along with ASPR and ASI, will be collectively referred to herein as “Seller”), on the other hand. Capitalized terms not otherwise defined herein have the meanings set forth in Section 13.1.
EMPLOYMENT AGREEMENTEmployment Agreement • October 6th, 2008 • Vertical Branding, Inc. • Retail-nonstore retailers • California
EMPLOYMENT AGREEMENT, dated as of October 1, 2008, by and between Vertical Branding, Inc., a Delaware corporation (the “Company”), and Nancy Duitch (“Executive”).
Amendment 1 to Duitch Employment AgreementEmployment Agreement • July 16th, 2007 • Vertical Branding, Inc. • Real estate • California
This amendment (the “Amendment”) to that certain executive employment agreement by and between Nancy Duitch (“Executive”) and Worldwide Excellence, Inc., and which was subsequently assigned to and assumed by Vertical Branding, Inc. f/k/a MFC Development Corp. (the “Company”) dated as of April 1, 2005 (the “Agreement”) is entered into by and between Executive and Employee this 10th day of July, 2007 (the “Effective Date”). Capitalized terms used herein that are not otherwise defined shall meaning assigned to them in the Agreement. In consideration of the mutual covenants, representations, warranties and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Form of Non-statutory Option AgreementNon-Statutory Stock Option Agreement • September 14th, 2006 • MFC Development Corp • Real estate
MFC Development Corp. (the “Company”) hereby grants to Jay Hirschson, Director of the Company (the “Grantee”), the option to purchase from it, upon the terms and conditions set forth herein, an aggregate of Fifteen Hundred (1,500) shares of the authorized and unissued Common Stock of the Company now listed on the NASDAQ Bulletin Board with the symbol MFCD. The option is at One Dollar Ninety Cents ($1.90) per share and may be exercised in whole or in part, at any time and from time to time up to July 15, 2009. Notice of exercise shall be delivered to the Company, stating the number of shares with respect to which the option is being exercised and specifying a date not less than fifteen nor more than thirty days after such notice on which the Grantee will take up and pay for such stock. On the date specified in such notice, the Company will deliver to the Grantee certificates for the number of shares with respect to which the option is being exercised, against payment for them by certi
RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • April 9th, 2007 • Vertical Branding, Inc. • Real estate • California
This Receivables Purchase Agreement (the "Agreement") is entered into as of October __, 2006 by and between MONTEREY FINANCIAL SERVICES, INC. (MFS), a California Corporation with its address at 4095 Avenida de la Plata, Oceanside, California 92056 and MFC DEVELOPMENT CORPORATION, INC., a Delaware (USA) limited liability company ("SELLER"), with its address at 271 North Avenue, Suite 520 New Rochelle, New York 10801, with respect to the following facts:
CONSULTANT AGREEMENT PRIVILEGED AND CONFIDENTIALConsulting Agreement • September 14th, 2006 • MFC Development Corp • Real estate • New York
This agreement (“Agreement”) is made and entered into as of the 15th day of June 2005 hereby confirms the overall agreement and payment of Consulting Fees from Worldwide Excellence, Inc. its successors, assigns and affiliates (“WEI”), to Castlebridge Enterprises, Inc. (“Consultant”) for providing introduction to, and limited advice concerning possible deal points on a particular transaction for, Finance Sources (“Source”) as listed in Exhibit A, in accordance with, and subject to, the terms of this Agreement.
CONSENT TO P2F TRANSACTION AND RELATED AGREEMENTSConsent to Transaction • May 11th, 2009 • Vertical Branding, Inc. • Retail-nonstore retailers
Option AgreementOption Agreement • August 7th, 2006 • MFC Development Corp • Real estate
This OPTION AGREEMENT (this “Agreement”) is made as of July 20, 2006, by and between Adsouth Partners, Inc. a Nevada corporation (“Adsouth”), and MFC Development Corp., a Delaware corporation (“Buyer”).
LIMITED GUARANTYLimited Guaranty • November 14th, 2006 • Vertical Branding, Inc. • Real estate • Texas
This Limited Guaranty (“Guaranty”) is made by the following individuals with residence and mailing addresses as set forth below (referred to herein as the “Guarantors”)
SECURITY AGREEMENT (ALL ASSETS)Security Agreement • June 8th, 2007 • Vertical Branding, Inc. • Real estate
As of June 4, 2007 for value received, the undersigned Vertical Branding, Inc., a Delaware corporation ("Guarantor/Pledgor") grants to BFI Business Finance ("Lender") a California corporation, a continuing security interest in the Collateral (as defined below) to secure payment when due, whether by stated maturity, demand, acceleration or otherwise, of all existing and future indebtedness ("Indebtedness") to Lender of Adsouth Marketing, LLC, a Delaware limited liability company, WORLDWIDE EXCELLENCE, INC., a Delaware corporation, Pet Vac, LLC, a California limited liability company, TRAMP-O-LEAN, LLC, a California limited liability company, YOUTH FACTOR BEAUTY CARE, LLC, a California limited liability company, and LEGACY FORMULAS, LLC, a California limited liability company, (individually and collectively, "Borrower") and/or Guarantor/Pledgor. Indebtedness includes without limitation any and all obligations or liabilities of Borrower and/or Guarantor/Pledgor to Lender, whether absolute
Agreement re Redemption of Convertible NotesRedemption of Convertible Notes • November 16th, 2007 • Vertical Branding, Inc. • Real estate • New York
Reference is hereby made to (i) that certain Securities Purchase Agreement dated as of July 31, 2006, by and between Vertical Branding, Inc. f/k/a MFC Development Corp. (“VBI,” or the “Company”), on the one hand, and Gottbetter Capital Finance, LLC (“GCF”), on the other hand (the “SPA”), (ii) those certain Senior Secured Convertible Notes dated July 31, 2006 and September 18, 2006, issued by VBI to GCF and Gottbetter Capital Master, Ltd. (“GCM”), respectively, each in the original principal amount of $2,887,700, pursuant to the terms of the SPA (collectively the “Notes”), (iii) that certain warrant to purchase three (3) million shares of VBI common stock dated July 31, 2006, issued to GCF pursuant to the SPA (the “Warrant”), (iv) the Registration Rights Agreement, dated as of July 31, 2005, by and between VBI and GCF, (v) Amendment 1 to Registration Rights Agreement dated as of August 27, 2007, by and between the VBI and each of GCF and GCM, and (v) the Security Documents (as such term
Amendment 1 to Registration Rights AgreementRegistration Rights Agreement • November 19th, 2007 • Vertical Branding, Inc. • Real estate • New York
This amendment (the “Amendment”) to that certain Registration Rights Agreement by and between Vertical Branding, Inc. f/k/a MFC Development Corp. (the “Company”) and Gottbetter Capital Finance, LLC (“Buyer”) dated as of July 31, 2006 (the “Registration Rights Agreement”) is entered into by and between the Company and the Required Holders listed below this __ day of August, 2007 (the “Effective Date”). Capitalized terms used herein that are not otherwise defined shall meaning assigned to them in the Registration Rights Agreement. This Amendment is made with reference to the following facts:
MASTER AGREEMENTMaster Agreement • May 11th, 2009 • Vertical Branding, Inc. • Retail-nonstore retailers • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 16th, 2007 • Vertical Branding, Inc. • Real estate
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of November 13, 2007 by and among Vertical Branding, Inc., a Delaware corporation (the “Company”), and each of the Purchasers of shares of common stock of the Company whose names are set forth on Addendum A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
Amendment 1 to Registration Rights AgreementRegistration Rights Agreement • February 25th, 2008 • Vertical Branding, Inc. • Real estate
This amendment (the “Amendment”) to that certain Registration Rights Agreement by and between Vertical Branding, Inc. (the “Company”) and the parties whose signatures appear on the signature page of this Amendment under the caption “Purchasers” (the “Purchasers”) dated as of November 13, 2007 (the “Registration Rights Agreement”) is entered into by and between the Company and Purchasers this __ day of February, 2008 (the “Effective Date”). Capitalized terms used herein that are not otherwise defined shall meaning assigned to them in the Registration Rights Agreement. In consideration of the mutual covenants, representations, warranties and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 11th, 2009 • Vertical Branding, Inc. • Retail-nonstore retailers • New York
This amendment (the “Amendment”) to that certain Securities Purchase Agreement by and between Vertical Branding, Inc. f/k/a MFC Development Corp. (the “Company”) and Gottbetter Capital Master Ltd. (In Voluntary Liquidation) (as successor in interest to Gottbetter Capital Finance, LLC) (the “Buyer”) , dated as of July 31, 2006 (the “July 2006 SPA”) is entered into by and between the Company and the Buyer listed below this 30th day of April, 2009 (the “Effective Date”). This Amendment is made with reference to the following facts:
SEPARATION AGREEMENT AND RELEASESeparation Agreement • March 18th, 2008 • Vertical Branding, Inc. • Real estate • California
Reference is hereby made to the following: (i) that certain employment agreement by and between Vertical Branding, Inc. f/k/a MFC Development Corp. (hereinafter “VBI,” or the “Company”) and Alan H. Gerson (hereinafter “Executive” and/or “AG”) dated as of July 15, 2006 (the “Employment Agreement”); (ii) that certain Amendment 1 to Gerson Employment Agreement by and between Executive and the Company and dated July 10, 2007 (”Amendment 1”); (iii) that certain stock option agreement by and between Executive and the Company with a Grant Date of July 27, 2006, memorializing Executive’s option to purchase up to one (1) million shares of Company common stock on the terms and conditions stated therein (the “July 2006 Option”); (iv) that certain stock option agreement by and between Executive and the Company with a Grant Date of March 16, 2007, memorializing Executive’s option to purchase up to two hundred thousand shares of Company common stock on the terms and conditions stated therein (the “M
Transition Services Agreement Jeffrey Edell dated June 2006Transition Services Agreement • September 14th, 2006 • MFC Development Corp • Real estate
In response to your 60-day written notice of voluntary resignation dated June 6, 2006, I would like to define your duties during the Transition Period. The Transition Period shall begin on June 6, 2006 and continue for sixty (60) days in accordance with paragraph 4.B(iii) of your Employment Agreement, except as modified and agreed to herein. During the Transition Period, you agree to provide, at the Company's request, the following non-exclusive transition consulting services (“Transition Services”):
Amendment 1 to Gerson Employment AgreementEmployment Agreement • July 16th, 2007 • Vertical Branding, Inc. • Real estate • Delaware
This amendment (the “Amendment”) to that certain executive employment agreement by and between Alan H. Gerson (“Executive”) and Vertical Branding, Inc. f/k/a MFC Development Corp. (the “Company”) dated as of July 15, 2006 (the “Agreement”) is entered into by and between Executive and Employee this 10th day of July, 2007 (the “Effective Date”). Capitalized terms used herein that are not otherwise defined shall meaning assigned to them in the Agreement. In consideration of the mutual covenants, representations, warranties and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
INDEPENDENT CONSULTING AGREEMENTConsulting Agreement • September 14th, 2006 • MFC Development Corp • Real estate • California
This Independent Consulting Agreement (“Agreement”), effective as of June 27, 2006 (“Effective Date”) is entered into by and between MFC DEVELOPMENT CORP., a Delaware corporation (herein referred to as the “Company”) and RB & AJ ASSOCIATED HOLDINGS, INC., a California corporation (herein referred to as the “Consultant”).
Loan Agreement with HSK Funding, Inc.Demand Promissory Note • September 14th, 2006 • MFC Development Corp • Real estate • Florida
This Note replaces and restates, with an increase in the principal amount, the Payor's promissory note dated December 7, 2005, in the principal amount of $500,000, payable to Holder.
MFC DEVELOPMENT CORP. ADSOUTH MARKETING, LLC. CONVERTIBLE NOTEConvertible Note • August 7th, 2006 • MFC Development Corp • Real estate • California
FOR VALUE RECEIVED, MFC Development Corp., a Delaware corporation (“MFC”) and Adsouth Marketing, LLC (“Purchaser,” and, together with MFC, the “Company”) hereby jointly and severally promise to pay to the order of Adsouth Partners, Inc., a Nevada corporation (“Payee”), the principal amount of one million five hundred twenty five thousand dollars ($1,525,000) at the time and in the manner set forth in Article 1 of this Note. Interest on the outstanding principal balance shall be paid monthly at the rate of interest set forth in Section 1(a), 1(b) and 1(d) of this Note, as the case may be. Accrued interest shall also be payable at such time as any payment of principal of this Note is made. Interest shall be computed on the basis of a 360-day year, using the number of days actually elapsed.
RELEASE OF SECURITY INTEREST AND SUBORDINATION AGREEMENT (Liens)Release of Security Interest and Subordination Agreement • November 14th, 2006 • Vertical Branding, Inc. • Real estate • Texas
This Release of Security Interest and Subordination Agreement is made and entered into as of the 17th day of October, 2006, by and between MARQUETTE COMMERCIAL FINANCE, INC. (“MCF”) and GOTTBETTER
GENERAL CONTINUING GUARANTYGeneral Continuing Guaranty • June 8th, 2007 • Vertical Branding, Inc. • Real estate
For good and valuable consideration, and in order to induce BFI Business Finance, a California corporation ("Lender"), to extend and/or continue to extend financial accommodations to Adsouth Marketing, LLC, a Delaware limited liability company, WORLDWIDE EXCELLENCE, INC., a Delaware corporation, Pet Vac, LLC, a California limited liability company, TRAMP-O-LEAN, LLC, a California limited liability company, YOUTH FACTOR BEAUTY CARE, LLC, a California limited liability company, and LEGACY FORMULAS, LLC, a California limited liability company (individually and collectively "Borrower"), pursuant to the terms and conditions of that certain Loan and Security Agreement and/or promissory note (individually and collectively, the "Agreement"), dated June 4, 2007, evidencing and otherwise relating to a loan by Lender to Borrower in the original principal amount of Five Million and 00/100 Dollars ($5,000,000.00) (the "Loan"), or pursuant to any other present or future agreement between Lender and
ACCOUNT TRANSFER AND PURCHASE AGREEMENTAccount Transfer and Purchase Agreement • November 14th, 2006 • Vertical Branding, Inc. • Real estate • Texas
This Account Transfer and Purchase Agreement (this “Agreement”) is dated this 13th day of July, 2006, and is between Marquette Commercial Finance, Inc., a Minnesota corporation authorized to do business in Texas (“MCF”), and ADSOUTH MARKETING, LLC, a Delaware Limited Liability Company (“Seller”). This Agreement shall become effective as of the day it is accepted in the State of Texas by MCF as indicated at the end hereof by the date and signature on behalf of MCF.
LOAN AND SECURITY AGREEMENT (Accounts Receivable & Inventory Line of Credit)Loan and Security Agreement • June 8th, 2007 • Vertical Branding, Inc. • Real estate • California
This Loan and Security Agreement (Accounts Receivable & Inventory Line of Credit), is entered into as of June 4, 2007, by and between BFI Business Finance, a California corporation ("Lender"), with its headquarters' office located at 1655 The Alameda, San Jose, CA 95126 and Adsouth Marketing, LLC , a(n) Delaware limited liability company, WORLDWIDE EXCELLENCE, INC. a Delaware corporation, Pet Vac, LLC, a California limited liability company, TRAMP-O-LEAN, LLC, a California limited liability company, YOUTH FACTOR BEAUTY CARE, LLC, a California limited liability company, and LEGACY FORMULAS, LLC, a California limited liability company (individually and collectively, "Borrower") with its headquarters at its Chief Executive Office as defined herein.
AMENDED AND RESTATED SENIOR NOTE VERTICAL BRANDING, INC. SENIOR NOTESenior Note • May 11th, 2009 • Vertical Branding, Inc. • Retail-nonstore retailers • New York
FOR VALUE RECEIVED, Vertical Branding, Inc., a Delaware corporation (the "Company"), hereby promises to pay to Gottbetter Capital Master, Ltd. (In Voluntary Liquidation) or registered assigns ("Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof, the "Principal") when due, whether upon the Maturity Date (as defined below), on any Installment Date with respect to the Installment Amount due on such Installment Date, acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at a rate per annum equal to the Interest Rate (as defined below), from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon an Interest Date (as defined below), any Installment Date, or the Maturity Date, acceleration, redemption or otherwise (in each case in accordance with the terms hereof). This Amended
LIMITED GUARANTYLimited Guaranty • November 14th, 2006 • Vertical Branding, Inc. • Real estate • Texas
This Limited Guaranty (“Guaranty”) dated as of the 13th day of July, 2006, is executed by the undersigned, MFC Development Corp., a Delaware corporation whose address for notice hereunder is 11872 LaGrange Ave., 1st Floor, Los Angeles, CA 90025 (“Guarantor”) in favor of MARQUETTE COMMERCIAL FINANCE, INC., a Minnesota corporation, authorized to do business in Texas, whose address for notice hereunder is 801 Cherry Street, Suite 3400, Fort Worth, Texas 76102 (“MCF”)
RedChip Companies Inc. and Aurelius Consulting Group Joint Marketing AgreementJoint Marketing Agreement • November 20th, 2006 • Vertical Branding, Inc. • Real estate
This AGREEMENT (the “Agreement”) is made and entered into this 19 day of September 2006 (the “Effective Date”), by and between RedChip Companies Inc. and Aurelius Consulting Group, Inc., located at 541 S. Orlando Aye, Suite 206, Maitland, Florida 32751 (hereinafter referred to as “ACG/RC”), on the one hand, and MFC Development Corp., a.k.a. Vertical Branding (hereinafter referred to as “The Company”), located at 11872 La Grange Avenue, 1 Floor, Los Angeles, CA 90025, on the other hand. WITNESSETH: For and in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. ENGAGEMENT The Company hereby retains ACG/RC as an independent contractor to provide investor relations services, and ACG/RC hereby agrees to provide such services to the Company, upon the terms and conditions hereinafter set forth. 2. TERM The initial term of this Agreement shall commence on the Effective Date and continue until September 30, 2007, unless
