AMENDMENT NO. 2 TO THE LOAN AND SECURITY AGREEMENT
Exhibit
99.1
AMENDMENT
NO. 2 TO THE
This
Amendment No. 2 ("Amendment No.
2") to that certain Loan and Security Agreement dated December 8, 2006 (the
"Original Agreement") by and among MEDirect Latino Inc. (the "Borrower"),
Granite Creek FlexCap I, L.P., St. Cloud Capital Partners, L.P., Bedford
Oak
Partners, L.P., Xxxx X. and Xxxx Xxxxxx, Hungry Lizard, LLC and KKP Investments
II LLC (collectively, the "Lenders") and Granite Creek Partners, L.L.C.
("Agent"), as amended pursuant to that certain Amendment No. 1 to the Original
Agreement dated April 20, 2007 ("Amendment No. 1" and together with the Original
Agreement, the "Amended Agreement") is entered into as of this ___ day of
June,
2007 by and among the Borrower, the Lender and the Agent.
WHEREAS,
the Borrower, the Lenders and
the Agent entered into the Original Agreement on December 8, 2006 in connection
with the First Draw;
WHEREAS,
the Borrower has been pursuing
its business plan substantially as agreed upon with the Lenders since December
8, 2006;
WHEREAS,
notwithstanding the foregoing,
although the Borrower had not fulfilled all of its obligations under the
Original Agreement and the other Transaction Documents, not less than the
Requisite Lenders agreed to, and the Fund agreed to and did, advance Two
Hundred
Fifty Thousand Dollars ($250,000) of the One Million Seven Hundred Fifty
Thousand Dollar ($1,750,000) Second Draw in connection with the execution
of
Amendment No. 1;
WHEREAS,
the Borrower is in need of
additional funds;
WHEREAS,
not less than the Requisite
Lenders have agreed that a further advance on the Second Draw shall be made
to
the Borrower on the terms set forth herein;
WHEREAS,
this Amendment No. 2 sets
forth certain conditions to the funding of the balance of the Second Draw;
and
NOW,
THEREFORE, in consideration of the
mutual agreements hereinafter set forth, the Borrower, the Agent and the
Lenders
hereby agree as follows:
1. Nature
of Amendment; Use of Terms. This
Amendment No. 2 amends the Amended Agreement only as specifically set forth
herein. Any terms of the Amended Agreement not specifically amended
herein shall remain in full force and effect. Unless specifically
addressed herein, this Amendment No. 2 shall not be understood or construed
as a
consent or waiver by any or all of the Lenders or the Agent of any covenant
or
default under the Amended Agreement and shall not be understood or construed
as
a waiver, compromise or limitation on the Lenders' or any of them or the
Agent's
ability to pursue their collective or respective remedies under the
Agreement. All capitalized terms used but not otherwise defined
herein shall have the meaning ascribed to such terms in the Amended
Agreement. The Original Agreement, Amendment No. 1 and this Amendment
No. 2 shall hereafter collectively be referred
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to
as the
Agreement and all references in the Original Agreement to the "Agreement"
shall
hereafter refer to the Original Agreement, Amendment No. 1 and this Amendment
No. 2.
2. Extension
of Credit. All of the Lenders, with the
acknowledgement and consent of not less than the Requisite Lenders, have
agreed
to advance as of the date hereof, One Million Dollars ($1,000,000) of the
Second
Draw (the "Second Advance") to the Borrower on the terms set forth in this
Amendment No. 2. This Second Advance shall be an advance of the
participating Lenders' Pro Rata Share of the Second Draw and as such shall
reduce the participating Lenders' obligation to fund the Second Draw if the
conditions precedent to fund the Second Draw are timely fulfilled by the
Borrower as set forth in the Amended Agreement as modified hereby. As
such, this Amendment No. 2 further modifies Sections 2.1(a) (as to the number
of
principal advances only) and 3.5 (as to the Lenders' agreement to make the
Loans
and receive repayment thereof pro rata) of the Original Agreement (see
Exhibit "Z" attached hereto for the funding amounts for each Lender). The
Second Advance amount actually delivered to the Borrower may be net of amounts
required to be paid as set forth in Section 3 hereof.
3.Conditions
of
Borrowing. The following are the
conditions of funding the Second Advance:
(a) Execution
of this Agreement by the Borrower, the Lenders and the Agent;
(b) Delivery
to the Agent of evidence that Xx. Xxxxxxx is no longer an employee or officer
of
the Borrower;
(c) Delivery
to the Agent of evidence that Xx. Xxxxxxxx is no longer an employee or officer
of the Borrower;
(d) Commencement
of employment or appointment of an interim CEO acceptable to the Requisite
Lenders; (the "Interim CEO");
(e) Resolutions
of the board of directors of the Borrower authorizing the transactions
contemplated hereby, substantially in the form attached hereto as Exhibit
"O";
(f) Delivery
of evidence that the Interim CEO and the Chief Financial Officer are authorized
signatories at each of the banks or other financial institutions at which
the
Borrower maintains accounts;
(g) Execution
of Amendment No. 1 to the Securities Purchase and Investor Rights Agreement
between the Borrower and each of the Lenders in the form attached hereto
as
Exhibit "P";
(h) Payment
of all of Lenders' and Agent's costs incurred in connection with the Loan
and
not previously paid, including attorneys' fees and costs which shall be paid
if
not paid otherwise prior to the date hereof out of the proceeds of the Second
Draw and may be paid by the Lenders and or the Agent directly and the net
proceeds delivered to the Borrower; and
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(j) Delivery
of a signed compliance certificate in the form attached to the Original
Agreement as Exhibit "L" for the month ended April 30, 2007.
4. Amendment
of Section 4 of Amendment No. 1. Section 4 of Amendment
No. 1 is hereby deleted and amended and restated in its entirety as
follows:
(a) Within
ninety (90) days of the date hereof, all of the conditions for the Second
Draw
and/or the Third Draw shall have been satisfied by the Borrower to the Lenders'
and Agent's satisfaction.
(b) Within
ninety (90) days of the date hereof, and provided that the subsequent event
set
forth in Section 4(a) above shall have been timely met, all of the conditions
to
the second to occur of the Second Draw or the Third Draw, whichever and to
whatever extent either remains unfunded, shall have been satisfied by the
Borrower to the Lenders' and Agent's satisfaction.
(c) On
a weekly basis, not later than 5:00 p.m Eastern time each Monday, the Borrower
shall deliver to the Agent the prior week's business summary in the form
attached hereto as Exhibit "R".
(d) Upon
the timely occurrence of the foregoing, the Agent, on behalf of the Lenders
intends to, subject to reasonable discretion, formally waive any Event of
Default of which the Agent and Lenders have been made aware in such form
as the
Borrower shall reasonably require and the Agent can reasonably
agree.
If
any of
the foregoing do not occur each shall constitute an additional Event of Default
under the Agreement.
5. Amendment
of Article 1 Definitions.
(a) The
following definitions are hereby amended and restated in their entirety as
follows:
"Indebtedness"
shall mean at any time (a) all liabilities of the Borrower, (b) all
Capital Lease obligations of the Borrower, (c) all other debt, secured or
unsecured, created, issued, incurred or assumed by the Borrower for money
borrowed or for the deferred purchase price of any fixed or capital asset,
(d) indebtedness secured by any Lien existing on property owned by the
Borrower whether or not the indebtedness secured thereby has been assumed,
and
(e) all contingent liabilities of the Borrower whether or not reflected on
its balance sheet.
"Subordinated
Debt" shall mean that portion of the liabilities of the Borrower which is
subordinated to the Obligations in a manner satisfactory to the Lender,
including, but not limited to, right and time of payment of principal and
interest.
(b) The
following definitions are hereby added to Article 1:
"Lockbox
Accounts" shall have the meaning set forth in Section 3.2
hereof.
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"Lockbox
Agreement" shall mean
an agreement in writing, in form and substance satisfactory to Agent, by
and
among the Lender, the Borrower and a financial institution acceptable to
the
Agent at which Borrower will establish and maintain a deposit account and
at
which such deposit account is maintained and pursuant to which such financial
institution will comply with instructions originated by Agent directing
disposition of the funds in the deposit account without further consent by
the
Borrower and has such other terms and conditions as Agent may
require.
6. Addition
of Provisions Related to the Lockbox Agreement. Section
9.7 is hereby amended and restated in its entirety as follows and Sections
3.8,
6.1A are hereby added to the Agreement:
3.8 Collection
of Accounts.
(a) The
Borrower shall establish and maintain, at its expense, blocked accounts or
lockboxes and related blocked accounts (in either case, "Lockbox Accounts"),
as
Agent may specify, with such bank(s) as are acceptable to Agent into which
the
Borrower shall promptly deposit and direct its account debtors to directly
remit
all payments on Receivables and all payments constituting proceeds of Collateral
in the identical form in which such payments are made, whether by cash, check
or
other manner. The Borrower shall deliver, or cause to be delivered to
Agent a Lockbox Agreement duly authorized, executed and delivered by each
bank
where a Lockbox Account is maintained as provided in Section 6.1A hereof
and promptly upon Agent's request, the Borrower shall execute and deliver
such
agreements and documents as Agent may require in connection
therewith. The Borrower agrees that all payments made to such Lockbox
Accounts or other funds received and collected by the Agent, whether in respect
of the Receivables, as proceeds of Collateral or otherwise shall be treated
as
payments to the Agent in respect of the Obligations and therefore shall
constitute the property of the Agent to the extent of the then outstanding
Obligations. All payments to the Lockbox Accounts shall be swept
daily to the Lender Payment Account.
(b) The
Borrower and its employees, agents and Subsidiaries shall, acting as trustee
for
the Agent, receive, as the property of Agent, any monies, checks, notes,
drafts
or any other payment relating to and/or proceeds of Accounts or other Collateral
which come into its possession or under its control and immediately upon
receipt
thereof, shall deposit or cause the same to be deposited in a Lockbox Account,
or remit the same or cause the same to be remitted, in kind, to the
Agent. In no event shall the same be commingled with any of the
Borrower's own funds. All of such fees, costs and expenses shall
constitute Obligations hereunder, shall be payable to the Agent by the Borrower
upon demand, and, until paid, shall bear interest at the highest rate then
applicable hereunder. All checks, drafts, instruments and other items
of payment or proceeds of Collateral shall be endorsed by the Borrower to
the
Agent, and, if that endorsement of any such item shall not be made for any
reason, the Agent is hereby irrevocably authorized to endorse the same on
the
Borrower's behalf. For the purpose of this paragraph, the Borrower
irrevocably hereby makes, constitutes and appoints the Agent (and all Persons
designated by the Agent for that purpose) as the Borrower's true and lawful
attorney and agent-in-fact (i) to endorse the Borrower's name upon said
items of payment and/or proceeds of Collateral and upon any Chattel Paper,
document, instrument, invoice or similar document or
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agreement
relating to any Account of the Borrower or goods pertaining thereto;
(ii) to take control in any manner of any item of payment or proceeds
thereof; and (iii) to have access to any lock box or postal box into which
any of the Borrower's mail is deposited, and open and process all mail addressed
to the Borrower and deposited therein. The obligations of
the Borrower to reimburse the Agent for such amounts pursuant to this Section
3.8 shall survive the termination of this Agreement.
6.1A Lockbox
Agreement. The Borrower shall direct all of its Account Debtors
to make all payments on the Accounts directly to a post office box (the
"Lockbox") identified from time to time by Borrower. Pursuant to the
terms of the Lockbox Agreement attached hereto as Exhibit "Q", the
Borrower shall establish the Lockbox and one or more Lockbox Accounts into
which
all payments received in the Lockbox shall be deposited, and into which the
Borrower will immediately deposit all payments made for Inventory or services
and received by the Borrower in the identical form in which such payments
were
made, whether by cash or check. The Lockbox Agreement will also
specify that all amounts in the Lockbox will be swept into an account at
a
financial institution designated by the Agent and under the exclusive control
of
the Agent. If the Borrower or any director, officer, employee or
agent of the Borrower or any other Person acting for or in concert with the
Borrower shall receive any monies, checks, notes, drafts or other payments
relating to or as proceeds of Accounts or other Collateral, the Borrower
and
each such Person shall receive all such items in trust for, and as the sole
and
exclusive property of the Lenders and, immediately upon receipt thereof shall
remit the same (or cause the same to be remitted) in kind to the Lockbox
Account. The Borrower agrees that all payments made to such Lockbox
Account or otherwise received by the Agent, whether in respect of the Accounts
or as proceeds of other Collateral or otherwise, will be applied on account
of
the Loan in accordance with the terms of this Agreement. The Borrower
agrees to pay all fees, costs and expenses which the Agent incurs in connection
with opening and maintaining the Lockbox Account and depositing for collection
by the Agent any check or other item of payment received by the Agent on
account
of the Obligations. All of such fees, costs and expenses shall
constitute Obligations hereunder, shall be payable to the Agent by the Borrower
upon demand, and, until paid, shall bear interest at the highest rate then
applicable to Loan hereunder. All checks, drafts, instruments and
other items of payment or proceeds of Collateral shall be endorsed by the
Borrower to the Agent, and, if that endorsement of any such item shall not
be
made for any reason, the Agent is hereby irrevocably authorized to endorse
the
same on the Borrower's behalf. For the purpose of this paragraph, the
Borrower irrevocably hereby makes, constitutes and appoints the Agent (and
all
Persons designated by the Agent for that purpose) as the Borrower's true
and
lawful attorney and agent-in-fact (i) to endorse the Borrower's name upon
said items of payment and/or proceeds of Collateral and upon any Chattel
Paper,
document, instrument, invoice or similar document or agreement relating to
any
Account of the Borrower or goods pertaining thereto; (ii) to take control
in any manner of any item of payment or proceeds thereof; and (iii) to have
access to any lock box or postal box into which any of the Borrower's mail
is
deposited, and open and process all mail addressed to the Borrower and deposited
therein.
9.7 Bank
Accounts. The Borrower shall not establish any new Deposit
accounts or other bank accounts, other than bank accounts established as
set
forth on Schedule 8.28 or as required under the Lockbox
Agreement , or amend or terminate the Lockbox or Lockbox Agreement without
the
prior written consent of the Agent.
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7. Modification
of Article 10 Covenants. The following covenants are
hereby added to the affirmative covenants contained in Article 10:
10.23 Blocked
Account Agreement. Within fifteen (15) days of the funding of the
Second Advance pursuant to Amendment No. 2, the Borrower shall deliver to
the
Agent a blocked account agreement substantially in the form attached hereto
as
Exhibit "Q".
10.24 Director
Compensation and Reimbursement. Within five (5) days of the
funding of the Second Advance pursuant to Amendment No. 2, the Borrower shall
deliver to the Agent evidence that all non-employee directors (1) have been
granted the options on the terms previously agreed with each of them; (2)
have
been paid all non-employee director fees earned but not
paid prior to the date of the Second
Advance; and (3) have received any cost or expense reimbursements due to
them as
of the date of the Second Advance.
10.25 Board
Vacancies. Any board vacancies as of or after the date hereof
shall be filled by not less than a majority of the members of the
Board of Directors.
10.26 Costs
and Expenses. Borrower shall pay to Agent on demand all costs,
expenses, filing fees and taxes paid or payable in connection with the
preparation, negotiation, execution, delivery, recording, syndication,
administration, collection, liquidation, enforcement and defense of the
Obligations, Agent's rights in the Collateral, this Agreement, the other
Loan
Documents and all other documents related hereto or thereto, including any
amendments, supplements or consents which may hereafter be contemplated (whether
or not executed) or entered into in respect hereof and thereof,
including: (a) all costs and expenses of filing or recording
(including Uniform Commercial Code financing statement filing taxes and fees,
documentary taxes, intangibles taxes and mortgage recording taxes and fees,
if
applicable); (b) costs and expenses and fees for insurance premiums,
environmental audits, title insurance premiums, surveys, assessments,
engineering reports and inspections, appraisal fees and search fees, background
checks, costs and expenses of remitting loan proceeds, collecting checks
and
other items of payment, and establishing and maintaining the Lockbox Accounts,
together with Agent's customary charges and fees with respect thereto; (c)
costs
and expenses of preserving and protecting the Collateral; (d) costs and expenses
paid or incurred in connection with obtaining payment of the Obligations,
enforcing the security interests and liens of Agent, selling or otherwise
realizing upon the Collateral, and otherwise enforcing the provisions of
this
Agreement and the other Transaction Documents or defending any claims made
or
threatened against Agent or any Lender arising out of the transactions
contemplated hereby and thereby (including preparations for and consultations
concerning any such matters); (e) all out-of-pocket expenses and costs
heretofore and from time to time hereafter incurred by Agent during the course
of periodic field examinations of the Collateral and such Borrower's operations,
plus a per diem charge at Agent's then standard rate for Agent's examiners
in
the field and office (which rate as of the date hereof is $850 per person
per
day); and (f) the reasonable fees and disbursements of counsel (including
legal
assistants) to Agent in connection with any of the foregoing.
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10.27 Remittance
of Proceeds. After an Event of Default, upon demand by Agent,
Borrower shall remit to Agent, on behalf of the Lenders, all proceeds from
the
sale or other disposition of all Collateral.
8. Modification
of Article 11 Covenants. Sections 11.1 and 11.2 of the
Original Agreement as well as Exhibit J thereto are hereby amended and restated
in its entirety as follows:
11.1 Available
Cash. At all times the Borrower shall maintain cash on hand of at
least One Hundred Thousand and 00/100 Dollars ($100,000); provided, however,
that as of and after the date of the Next Draw (defined below), the Borrower
shall be required to maintain cash on hand of at least Three Hundred Thousand
and 00/100 Dollars ($300,000).
11.2 Advertising
Budget. The Borrower shall only expend funds on advertising in
accordance with the budget attached hereto as Amended and Restated Exhibit
"J" unless the Lenders give their prior written consent
otherwise.
9. Funding
of the Remaining Balance of the Second Draw and Third
Draw.
(a) Next
Draw of $750,000. In addition to the conditions set forth in Sections 4.8
and 4.9 of the Original Agreement, the Lenders shall not be obligated to
fund
any remaining amounts of the Second or Third Draw until a full-time CEO
candidate acceptable to the Required Lenders in writing has commenced his
or her
employment with the Borrower as the Chief Executive Officer referred to in
Section 4.9 of the Original Agreement (the "New CEO"). On and after
that date the Company shall be entitled to provide the Agent with not less
than
five (5) business days notice of its desire to draw some or all of the balance
contemplated by this Section 9(a). Notwithstanding the foregoing, on
and after ninety (90) days after the date hereof the Agent shall be entitled
to
provide the Company with not less than five (5) business days notice of the
Lenders' desire to fund some or all of the balance contemplated by this Section
9(a) and the Lenders' waiver of any Events of Default as appropriate or
desirable and the Lenders' shall thereafter be entitled to fund and the Borrower
shall be required to borrow as set forth below. Upon receipt of such
notice the Lenders will be obligated to fund, or the Borrower shall be obligated
to borrow, as the case may be, an amount equal to the Borrower's or Agent's
notice pursuant to the preceding sentences in an amount not to exceed $750,000
(the "Next Draw"). The funding of the draw contemplated by Section
9(a) of this Amendment No. 2 of up to $750,000 will be net of all fees and
expenses incurred by the Lenders and/or the Agent on the Lenders' behalf,
which
fees and expenses shall be paid by the Borrower from the gross proceeds at
the
direction of the Agent at the time of funding and shall reduce the Lenders'
outstanding commitment to fund the Second Draw and the Third Draw by an
aggregate of $750,000 (or such lesser amount as is actually funded whether
or
not at the Borrower's request).
(b) Final
Draw(s) of an Aggregate of $1,500,000. In addition to the
conditions set forth in Section 4.9 of the Original Agreement, the Lenders
shall
not be obligated to fund the final $1,500,000 or any portion thereof until
the
following conditions have been met: (1) timely delivery of the
Borrower's audited financial statements for the period ending June 30, 2007
as
required by Section 10.5(b) and 10.5(c) of the Original Agreement; (2)
demonstration of compliance with the financial covenants set forth in Sections
11.1 and 11.2 (as modified in this Amendment No. 2) as of June 30, 2007 and
July
31, 2007 by delivery of the compliance
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certificate
in the form attached to the Original Agreement as Exhibit "L"; and (3)
the continued employment of a New CEO. Once the conditions for
funding set forth in this Section 9(b) have been satisfied or waived by the
Requisite Lenders, the Lenders may require the Borrower to borrow up to the
remaining $1,500,000. The funding of the draw contemplated by this
Section 9(b) of up to $1,500,000 will be net of all fees and expenses incurred
by the Lenders and/or the Agent on the Lenders' behalf, which fees and expenses
shall be paid by the Borrower from the gross proceeds of such
funding.
(c) Without
limiting the generality of the foregoing, the remaining draws made after
the
date hereof shall be subject to the Borrower's ability to make the
representations and warranties set forth in Article 8 of the Original Agreement
as of the date of those draws.
10. Amendment
of Section 4.10. For consistency with the provisions of
Section 10 of this Amendment No. 2, Section 4.10 of the Original Agreement
is
hereby amended and restated in its entirety as follows:
4.10 Second
and Third Draws. Once the conditions for either of these draws,
as such conditions have been modified and draws against them have been taken
pursuant to Amendment No. 1 and Amendment No. 2 to the Original Agreement,
have
been satisfied to Agent's satisfaction, the Lenders will promptly fund their
Pro
Rata Shares of such amounts, if requested by the Borrower or required by
the
Lenders, subject to the varied fundings made pursuant to Amendment No. 1
and
Amendment No. 2. Either of the Second or Third Draws or any portions
thereof may be funded at any time that the Agent agrees the conditions for
it
have been satisfied, regardless of whether the other has been funded, at
any
time prior to the termination of the Lenders' Commitments pursuant to Section
4.11.
11. Amendment
of Section 14.7(b). Section 14.7(b) of the Agreement is
hereby amended and restated in its entirety as follows:
(b) Each
Lender may, with the prior written consent of Agent, assign all or less than
all
of its rights and obligations under this Agreement to one or more Eligible
Transferees (but not including for this purpose any assignments in the form
of a
participation), each of which assignees shall become a party to this Agreement
as a Lender by execution of an Assignment and Acceptance; provided that,
such
transfer or assignment will not be effective until recorded by Agent on the
Register (defined below).
12. Forbearance. The
Lenders' and Agent agree that they will forbear with respect to pursuit of
any
remedies available to them as a result of events of default under the Agreement
or any of the Transaction Documents for a period of ninety (90) days provided
that there no additional Events of Default occur under the Agreement during
that
period of forbearance.
[THE
REST
OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN
WITNESS WHEREOF, the Borrower, the
Agent and the Lenders have executed this Amendment No. 2 as of the date first
above written.
MEDIRECT
LATINO INC., a Florida corporation
ATTEST:
By:
/s/ Xxxxx
Xxxxxxxx By:/s/
Xxxxxxx X. Xxxxxx, III
Name:
Xxxxx
Xxxxxxxx Name:
Xxxxxxx X. Xxxxxx, III
Title:
Executive
Assistant Title:
CEO
Agreed
and accepted by those Lenders that have signed below and in the aggregate
that
comprise not less than the Required Lenders (not less than 70% of the Pro
Rata
Shares):
GRANITE
CREEK FLEXCAP I, L.P., a Delaware limited partnership
By:
Granite Creek GP Flexcap I, LLC,
a
Delaware limited liability company
By:
Name:
Title:
Pro
Rata
Share 48.485%
ST.
CLOUD
CAPITAL PARTNERS, LP, a Delaware limited partnership
By:
SCGP
LLC,
a
Delaware limited liability company
By:
Name:
Xxxxxx Xxxxx
Title:
Senior Managing Member
Pro
Rata
Share: 27.879%
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BEDFORD
OAK PARTNERS, LP,
a
Delaware limited partnership
By: ____________________
a
___________________
By:
Name: Xxxxxx
X. Xxxxx
Title:
Pro
Rata
Share: 6.061%
XXXX
X.
AND XXXX XXXXXX,
Individual
residents of the State of New York
By: __________________________
Name: Xxxx
X. Xxxxxx
By: __________________________
Name:
Xxxx Xxxxxx
Pro
Rata
Share: 2.424%
HUNGRY
LIZARD, LLC,
an
Ohio
limited liability company
By: ____________________
a
_____________
By:_________________________
Name:_______________________
Title:________________________
Pro
Rata
Share: 12.121%
KKP
INVESTMENTS LLC,
a
Delaware limited liability company
________________________________
Xxxxxxx
Xxxxxx, Managing Member
Pro
Rata
Share: 3.030%
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AMENDED
AND RESTATED
EXHIBIT
J
ADVERTISING
BUDGET
Retracted
Proprietary InformationEXHIBIT O
RESOLUTIONS
OF THE BOARD OF DIRECTORS REGARDING AMENDMENT XX. 0
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XXXXXXX
X
XXXX
XX XXXXXXXXX XX. 0 TO SECURITIES ACQUISITION AND INVESTOR RIGHTS
AGREEMENTS
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EXHIBIT
Q
FORM
OF BLOCKED ACCOUNT AGREEMENT
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EXHIBIT
R
WEEKLY
BUSINESS SUMMARY
Retracted
Proprietary Information EXHIBIT Z
FUNDING
SCHEDULE OF DRAWS TO DATE AND ANTICIPATED DRAWS
Retracted
Proprietary Information
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