LOAN PAYMENT AGREEMENT
This
Loan
Payment Agreement is by and between Pressure BioSciences, Inc. (the “Company”),
Resort Accommodations International, LLC (“RAI”), and Xxxxxxx X. Xxxxxxxxxx
(“Xxxxxxxxxx”).
WHEREAS,
in
January 2002, the Company pledged a $1,000,000 interest bearing deposit at
Commerce Bank & Trust Company (the “Bank”) to secure its limited guaranty of
loans in the aggregate amount of $2,418,000 from the Bank to RAI, an entity
controlled by Xxxxxxxxxx, and, in connection therewith, the Company obtained
a
junior security interest in collateral, consisting of Xxxxxxxxxx’x shares of the
Company’s common stock, pledged by Xx. Xxxxxxxxxx to the Bank;
WHEREAS,
in
January 2003, the $1,000,000 held in the interest bearing deposit account
pledged to the Bank was used by the Bank to satisfy its limited guaranty
obligation to the Bank (the “Taking”);
WHEREAS,
as a
result of the Taking, the Company has maintained a $1.0 million loan
receivable from Xxxxxxxxxx;
WHEREAS,
following the payment in full by RAI and Xxxxxxxxxx of his loan to the Bank
in February 2005, the Company became the holder of a first priority
security interest in Xxxxxxxxxx'x shares of the Company’s common stock to secure
the repayment of the Company's $1,000,000 loan receivable together with
associated accrued interest from Xxxxxxxxxx;
WHEREAS,
Xxxxxxxxxx’x shares of the Company’s common stock constituting the collateral
currently consists of 479,657 shares of the Company’s common stock;
WHEREAS,
the
agreements and instruments evidencing the foregoing consist of that certain
Junior Participation Agreement dated as of January 15, 2002 by and between
the
Bank, RAI, Xxxxxxxxxx and the Company, that certain Pledge and Security
Agreement dated as of January 15, 2002 by and between Xxxxxxxxxx, the Company
and the Bank (the “Pledge and Security Agreement”), that certain Limited
Guaranty dated January 15, 2002 from the Company to the Bank, that certain
Sixth
Restated Loan Agreement dated as of January 15, 2002 by RAI in favor of the
Bank, as assignee of BankBoston, N.A., and that certain Sixth Note Modification
Agreement dated as of January 15, 2002 by and between RAI and the Bank, as
assignee of BankBoston, N.A. and the various other documents referred to in
the
foregoing documents (together, the “Documentation”).
NOW
THEREFORE,
the
Company, RAI, and Xxxxxxxxxx agree as follows:
1.
Representations
and Warranties of Xxxxxxxxxx.
RAI and
Xxxxxxxxxx hereby represent and warrant to the Company as follows:
(a)
Xxxxxxxxxx is the record and beneficial owner of, and has good and valid title
to the Shares (as defined in Section 2, below), subject to no lien whatsoever
except the liens created by the Pledge and Security Agreement.
(b)
Each
of Xxxxxxxxxx and RAI has the power and capacity to execute, deliver and perform
this Loan Payment Agreement. The execution, delivery and performance of this
Loan Payment Agreement do not and will not (i) violate, or cause Xxxxxxxxxx
or
RAI to be in default, in any material respect under, any provision of any law,
rule, regulation, order, judgment, injunction, decree or award in effect
applicable to Xxxxxxxxxx or RAI, (ii) result in a breach of or constitute a
default under any agreement to which Xxxxxxxxxx or RAI is a party or by which
Xxxxxxxxxx’x or RAI’s property may be bound, or (iii) result in, or require, the
creation or imposition of any lien upon or with respect to any of the properties
now owned or hereafter acquired by Xxxxxxxxxx or RAI.
2 Repayment
of Indebtedness.
Xxxxxxxxxx does hereby sell, assign and transfer to the Company 249,875
shares of the Company’s common stock (the “Shares”) owned by Xxxxxxxxxx and held
by the Company as collateral under the Documentation in complete and full
satisfaction of all amounts owed by Xxxxxxxxxx to the Company, including
principal in the amount of $1,000,000 and interest accrued in Q4 2006 in the
amount of $25,487.42 for an aggregate amount of $1,025,487.42, under and
pursuant to the Documentation. Accompanying this Loan Repayment is a stock
power, executed by Xxxxxxxxxx, relating to the Shares (the ‘Stock Power”). The
value of the Shares has been determined by the Company and agreed to by
Xxxxxxxxxx to be $4.10 per share based upon the volume weighted average
trading price of the shares of the Company’s common stock on the NASDAQ Capital
Market during the 60 trading day period through and including the date
hereof. The
Company hereby acknowledges payment in full and in complete satisfaction of
all
amounts and obligations owing to the Company by Xxxxxxxxxx under the
Documentation.
3 Release
of Collateral.
In
order to effectuate the sale, assignment and transfer of the Shares to the
Company and in connection with the repayment in full of all amounts owing to
the
Company by Xxxxxxxxxx under the Documentation as set forth in Section 2 above,
the Company hereby releases the Shares from the security interest held by the
Company under the Pledge and Security Agreement. The Pledge and Security
Agreement is hereby terminated and the pledge and security interest contemplated
thereby is hereby released. The certificates representing the Shares are being
delivered by Xxxxxxxxxx and the Company to the Company’s transfer agent,
Computershare Trust Company, Inc., along with the Stock Power, for transfer
of
the Shares into the name of the Company. The Company is returning herewith
Xxxxxxxxxx’x remaining shares of the Company’s common stock previously held by
the Company and subject to the Pledge and Security Agreement, and Xxxxxxxxxx
acknowledges receipt of such shares.
4. Further
Assurances.
RAI,
Schumacher, and the Company each will execute and deliver such further documents
and do such further acts and things as the other may reasonably request in
order
to effectuate the purposes of this Loan Payment Agreement.
IN
WITNESS WHEREOF, the
Company, RAI, and Xxxxxxxxxx have executed this Loan Payment Agreement, under
seal, as of this 29th day of December, 2006.
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PRESSURE
BIOSCIENCES, INC.
By:_________________________
Title:________________________
____________________________
Xxxxxxx
X. Xxxxxxxxxx
RESORT
ACCOMMODATIONS INTERNATIONAL, LLC
By:__________________________
Title:_________________________
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