LAURUS MASTER FUND, LTD. c/o Laurus Capital Management, LLC 825 Third Avenue, 14th Fl. New York, New York 10022
Exhibit 10.3
LAURUS MASTER FUND, LTD.
c/o Laurus Capital Management, LLC
000 Xxxxx Xxxxxx, 00xx Xx.
Xxx Xxxx, Xxx Xxxx 00000
c/o Laurus Capital Management, LLC
000 Xxxxx Xxxxxx, 00xx Xx.
Xxx Xxxx, Xxx Xxxx 00000
February 6, 2007 |
Stonepath Group, Inc., as Company Agent
0000 Xxxxxxx Xxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxx, Chief Executive Officer
0000 Xxxxxxx Xxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxx, Chief Executive Officer
Dear Xx. Xxxxxx:
Reference is made to the Security Agreement dated as of August 31, 2005 by and among Stonepath
Group, Inc., a Delaware corporation (“Stonepath”), certain subsidiaries of Stonepath named therein
or which hereafter become a party thereto (each a “Company”, collectively, the “Companies”) and
Laurus Master Fund, Ltd. (“Laurus”) (as amended, modified and/or supplemented from time to time,
the “Security Agreement”). Capitalized terms used but not defined herein shall have the meanings
ascribed them in the Security Agreement.
Laurus has informed the Companies that Mass Financial Corp. (“MFC”) intends to purchase from
Laurus (the “Purchase”) all of Laurus’ right, title and interest in and to the Loans (limited to
the principal and interest thereon), the Security Agreement and the Ancillary Agreements (other
than the Warrants) together with all attendant liens, rights, assignments and interest (including
security interests) pertaining to or arising from the Security Agreement and the Ancillary
Agreements (other than the Warrants). Laurus has previously informed the Companies that amounts
continue to be owing by the Companies to Laurus under the Security Agreement and Ancillary
Agreements in addition to principal and interest in respect of the Loans (the “Non-P&I Amounts”).
Each Company hereby acknowledges, confirms and agrees that as of the close of business on
February 5, 2007, (a) each Company is indebted to Laurus for loans and advances in the aggregate
principal amount together with interest accrued thereon of $3,280,748.00 (the “P&I Amount”) and (b)
the P&I Amount is a valid and unconditional obligation of each Company to Laurus and is due and
owing without offset, defense or counterclaim of any kind, nature or description whatsoever.
Laurus has requested that Stonepath issue 3,500,000 shares of Stonepath’s Common Stock in full
satisfaction of the Non-P&I Amounts (the “Shares”), which such Shares shall be delivered to Laurus
within five (5) business days following the date hereof. The Companies hereby represent and
warrant to Laurus that the Shares: (i) shall have been duly authorized and validly issued and are
fully paid and nonassessable and (ii) were issued in compliance with all applicable state and
federal laws concerning the issuance of securities. Stonepath shall have no obligation to register
the Shares.
In consideration of Laurus’ agreement to accept the Shares in full satisfaction of the Non-P&I
Amounts and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, each Company, on behalf of itself and its successors, assigns and other legal
representatives, here absolutely, unconditionally and irrevocably releases, remises and forever
discharges Laurus and it successors and assigns, and its present and former shareholders,
affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees,
agents and other representatives (Laurus and all such other Persons being herein after referred to
collectively as the “Releasees” and individually as a “Releasee”), of and from all demands,
actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums
of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims,
defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or
unknown, suspected or unsuspected, both at law and in equity, which any Company or any of its
successors, assigns or other legal representatives may now or hereafter own, hold, have or claim to
have against Releasees or any of them for, upon or by reason of any circumstance, action, cause or
thing whatsoever which arises at any time on or prior to the day and date of this Agreement,
including, without limitation, for or on account of, or in relation to, or in any way in connection
with the Security Agreement, the Ancillary Agreement, this Agreement or any transactions
thereunder, hereunder or related thereto or hereto, including, without limitation, any claims or
causes of action based on “lender liability” and/or “deepening insolvency”.
This letter may not be amended or waived except by an instrument in writing signed by the
Companies and Laurus. This letter may be executed in any number of counterparts, each of which
shall be an original and all of which, when taken together, shall constitute one agreement.
Delivery of an executed signature page of this letter by facsimile transmission shall be effective
as delivery of a manually executed counterpart hereof or thereof, as the case may be. This letter
shall be governed by, and construed in accordance with, the laws of the State of New York. This
letter sets forth the entire agreement among the parties hereto as to the matters set forth herein
and supersedes all prior communications, written or oral, with respect to the matters herein.
Except as expressly provided herein, all of the terms and provisions set forth in the Security
Agreement and Ancillary Agreements shall continue to be and remain in full force and effect in
accordance with their respective terms.
Very truly yours, | ||||||
LAURUS MASTER FUND, LTD. | ||||||
By: | /s/ Xxxxx Grin | |||||
Name: Xxxxx Grin | ||||||
Title: Director |
[Additional Signature Page to Follow]
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Agreed and accepted on the date hereof:
STONEPATH GROUP, INC.
By: |
/s/ Xxxxxx Xxxxxx | |||
Name: |
Xxxxxx Xxxxxx | |||
Title: |
Chief Executive Officer | |||
STONEPATH LOGISTICS DOMESTIC SERVICES, INC.
By: |
/s/ Xxxxxx Xxxxxx | |||
Name: |
Xxxxxx Xxxxxx | |||
Title: |
President | |||
STONEPATH LOGISTICS INTERNATIONAL SERVICES, INC.,
a Delaware corporation
a Delaware corporation
By: |
/s/ Xxxxxx Xxxxxx | |||
Name: |
Xxxxxx Xxxxxx | |||
Title: |
President | |||
STONEPATH OFFSHORE HOLDINGS, INC.
By: |
/s/ Xxxxxx Xxxxxx | |||
Name: |
Xxxxxx Xxxxxx | |||
Title: |
President | |||
STONEPATH LOGISTICS GOVERNMENT SERVICES, INC.
By: |
/s/ Xxxxxx Xxxxxx | |||
Name: |
Xxxxxx Xxxxxx | |||
Title: |
President | |||
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DISTRIBUTION SERVICES, INC.
By: |
/s/ Xxxxxx Xxxxxx | |||
Name: |
Xxxxxx Xxxxxx | |||
Title: |
President | |||
UNITED AMERICAN ACQUISITIONS AND MANAGEMENT, INC.
By: |
/s/ Xxxxxx Xxxxxx | |||
Name: |
Xxxxxx Xxxxxx | |||
Title: |
President | |||
M.G.R., INC.
By: |
/s/ Xxxxxx Xxxxxx | |||
Name: |
Xxxxxx Xxxxxx | |||
Title: |
President | |||
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