MASTER RESTRUCTURING AGREEMENT
EXHIBIT
10.1
This
Master Restructuring Agreement is made as of this 10th day of July, 2008 by
and
among ADUROMED INDUSTRIES, INC. (formerly General Devices, Inc., “ADRM”),
ADUROMED CORPORATION (“Aduromed”), SHERLEIGH ASSOCIATES INC. DEFINED BENEFIT
PENSION PLAN (“Sherleigh”), PEQUOT CAPITAL MANAGEMENT, INC. (“Pequot”), on
behalf of PEQUOT SCOUT FUND, L.P., PEQUOT MARINER MASTER FUND, L.P., PEQUOT
NAVIGATOR OFFSHORE FUND, INC., PEQUOT DIVERSIFIED MASTER FUND, LTD., and PREMIUM
SERIES PCC LIMITED CELL 33 (collectively, the “Pequot Funds”), XXXXXX CAPITAL
INVESTMENTS (“Xxxxxx”) and the individuals and entities listed on Schedule A
attached hereto identified as the “Xxxxx/Xxxxx Secured Parties” (the Xxxxx/Xxxxx
Secured Parties together with Xxxxxx are collectively referred to herein as
the
“Bridge Loan Holders”).
WHEREAS,
the Pequot Funds and Sherleigh (together the “Preferred Holders”) are holders of
6,263,702 shares of Series A Preferred Stock, par value $0.0001 per share (the
‘‘Series A Preferred’’) and 15,780,160 shares of Series B Preferred stock, par
value $0.0001 per share both of which Series Preferred are immediately
convertible into shares of Common Stock of ADRM, par value $0.0001 per share
(“Common Stock”) (the “Series B Preferred’’, and together with the Series A
Preferred, the “Preferred Stock”);
WHEREAS,
the terms of the Series A Preferred are set forth in a Certificate Of
Designations Of Series A Preferred Stock filed January 23, 2006 with the
Secretary of State of the State of Delaware (the “Series A Designations”) and
the terms of the Series B Preferred are set forth in a Certificate Of
Designations Of Series B Preferred Stock filed January 23, 2006 with the
Secretary of State of the State of Delaware (the “Series B Designations”, and
together with the Series A Designations, the “Preferred Series
Designations”);
WHEREAS,
the Preferred Holders are holders of Warrants issued in connection with the
issuance of the Series A Preferred entitling the holder(s) to purchase 6,263,699
shares of the Common Stock at a price of $0.37883 per share of Common Stock
through October 4, 2010 (the ‘‘Series A Preferred Warrants’’) and Warrants
issued in connection with the issuance of the Series B Preferred entitling
the
holder(s) to purchase 15,780,160 shares of Common Stock at a price of $0.37883
per share of Common Stock through January 23, 2011 (the ‘‘Series B Preferred
Warrants’’, and together with the Series A Preferred Warrants, the “Preferred
Warrants”);
WHEREAS,
in connection with the issuance of the Preferred Stock and the Preferred
Warrants, Aduromed, ADRM and the Preferred Holders entered into an Amended
and
Restated Stockholders Agreement, dated as of January 23, 2006 (the “Stockholders
Agreement”);
WHEREAS,
in connection with the issuance of the Preferred Stock and the Preferred
Warrants, Aduromed, ADRM and the Preferred Holders entered into an Amended
and
Restated Registration Rights Agreement, dated as of January 23, 2006 (the
“Preferred Registration Agreement”);
WHEREAS,
the Bridge Loan Holders are currently holding $1,275,000 deemed principal amount
in secured notes of ADRM (the “Bridge Notes”);
WHEREAS,
in connection with the original issuance of the Bridge Notes, Aduromed, ADRM
and
the Bridge Loan Holders entered into Loan
and
Security Agreement, dated as of June 27, 2007 (the “Security Agreement”), a
Subsidiary Guarantee, dated as of June 27, 2007 (the “Guarantee”) and Common
Stock Purchase Warrants for the purchase of 2,550,000 shares of Common Stock
at
an original exercise price of $0.38 per share (the “Original Bridge Warrants”,
and together with the Bridge
Notes, the Security
Agreement, the Guarantee and the Extension Bridge Warrants (as defined below),
the “Bridge Loan Documents”);
WHEREAS,
pursuant to a Loan Extension Agreement, dated as of December 27, 2007, by and
among the Bridge Loan Holders, Aduromed and ADRM (the “Extension Agreement”),
the Bridge Loan Holders agreed to extend the maturity date of their Bridge
Notes
to June 30, 2008;
WHEREAS,
pursuant to the Extension Agreement, the Bridge Loan Holders were given
additional Common Stock Purchase Warrants for the purchase of 2,450,000 shares
of Common Stock (the “Extension Bridge Warrants”, and together with the Original
Bridge Warrants, the “Bridge Warrants”);
WHEREAS,
Xxxxxx Xxxxxxxx and certain other individuals (collectively, “Xxxxxxxx”) are
willing to align themselves with the ADRM management team and are willing to
invest at least $500,000 into ADRM and Aduromed and use their best efforts
to
cause additional investors to invest an additional $500,000 into ADRM and
Aduromed as part of a new business plan going forward (Xxxxxxxx and such
additional investors are hereinafter referred to as the “New Management
Investors”);
WHEREAS,
the Pequot Funds are willing to invest $1,300,000 into ADRM and Aduromed as
part
of a new business plan going forward (the “New Pequot Investment”);
WHEREAS,
Sherleigh is willing to invest $700,000 into ADRM and Aduromed as part of a
new
business plan going forward (the “New Sherleigh Investment”);
WHEREAS,
Xxxxxx is willing to invest $250,000 into ADRM and Aduromed as part of a new
business plan going forward (the “New Xxxxxx Investment”)
WHEREAS,
certain other parties may be willing to invest up to $1,000,000 into ADRM and
Aduromed as part of a new business plan going forward (such parties are
hereinafter referred to as the “New Investors”); and
WHEREAS,
the Preferred Holders and the Bridge Loan Holders wish to restructure their
respective investments in ADRM in a manner which provides ADRM with the
opportunity to execute its business plan and attract additional investors into
ADRM going forward;
NOW,
THEREFORE, in consideration of the agreements herein contained and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1.
Effective
Time.
The
“Effective Time” as used herein shall mean as of 12:00 noon Eastern Standard
Time on July 30, 2008 or such other time and date as is mutually agreed by
the
parties hereto. All transactions contemplated hereby to be consummated as of
the
Effective Time shall be deemed to happen contemporaneously.
2.
The
Sherleigh Preferred Stock.
Sherleigh hereby agrees that as of the Effective Time all outstanding shares
of
Preferred Stock held by Xxxxxxxx shall convert automatically and without further
action on its part into 20,000,081 shares of Common Stock. The Preferred Holders
and ADRM further agree that any and all amendments to the Preferred Series
Designations necessary to effectuate the conversion contemplated in the previous
sentence are hereby made. ADRM hereby agrees to take any and all necessary
or
appropriate actions to issue and register pursuant to the Securities Act of
1933
the Common Stock contemplated to be issued pursuant to such aforementioned
conversion such
that
such shares of Common Stock may be offered and resold from time to time, and
to
take any and all necessary or appropriate actions to keep in effect any and
all
registration statements covering the shares of Common Stock to be issued upon
conversion of the Preferred Stock.
3.
The
Pequot Preferred Stock; Accumulated Dividends and Liquidated
Damages.
Pequot
and the Pequot Funds hereby agree that as of the Effective Time all 14,171,054
outstanding shares of Preferred Stock held by the Pequot Funds shall be
surrendered to ADRM and from and after the Effective Time such shares of
Preferred Stock shall no longer be deemed to be outstanding. The Preferred
Holders and ADRM further agree that any and all amendments to the Preferred
Series Designations necessary to effectuate the action contemplated in the
previous sentence are hereby made. The parties hereto further agree that as
of
the Effective Time (i) accumulated dividends payable on the Preferred Stock
held
by the Pequot Funds as of June 30, 2008 in the amount of $690,436 and (ii)
liquidated damages in the amount of $387,000 payable to the Pequot Funds by
ADRM
pursuant to Section 1.1 of the Preferred Registration Agreement, shall each
be
forfeited and shall no longer be due and payable.
4.
The
Preferred Warrants.
The
parties hereto hereby agree that as of the Effective Time the Preferred Warrants
shall be amended such that (i) they collectively represent the right to purchase
55,999,998 shares of Common Stock at an exercise price of $0.025 per share,
of
which Pequot Funds will hold warrants for the purchase of 36,000,001 shares
of
Common Stock and Sherleigh will hold warrants for the purchase of 19,999,997
shares of Common Stock and (ii) Section 5 of each of the Preferred Warrants
shall be deleted and of no further force and effect. ADRM
hereby agrees to take any and all necessary or appropriate actions to issue
and
register pursuant to the Securities Act of 1933 the Common Stock issuable upon
exercise
of the
Preferred Warrants such
that
such shares of Common Stock may be offered and resold from time to time, and
to
take any and all necessary or appropriate actions to keep in effect any and
all
registration statements covering the shares of Common Stock issuable upon
exercise of the Preferred Warrants.
5.
Sherleigh Preferred
Stock Accumulated Dividends.
The
parties hereto hereby agree that as of the Effective Time accumulated dividends
payable on the Preferred Stock held by Sherleigh as of June 30, 2008 in the
amount of $383,576 shall be converted automatically and without further action
on their part into 15,343,040 shares of Common Stock. From and after June 30,
2008 no further dividends shall accrue or be payable on the Preferred Stock.
As
additional consideration for converting such accrued dividends, Sherleigh will
receive new warrants to purchase 15,343,040 shares of Common Stock at an
exercise price of $0.025 per share. Such warrants shall contain equivalent
terms
to the new warrants contemplated to be issued in Sections 13 through 16 hereof.
ADRM hereby agrees to take any and all necessary or appropriate actions to
issue
and register pursuant to the Securities Act of 1933 the Common Stock
contemplated to be issued pursuant to such aforementioned conversion
or
issuable upon exercise of the aforementioned warrants such that such shares
of
Common Stock may be offered and resold from time to time, and to take any and
all necessary or appropriate actions to keep in effect any and all registration
statements covering the shares of Common Stock to be issued upon such conversion
or issuable upon exercise of such warrants.
6.
Sherleigh Preferred
Stock Liquidated Damages.
The
parties hereto hereby agree that as of the Effective Time the liquidated damages
in the amount of $215,000 payable to Sherleigh by ADRM pursuant to Section
1.1
of the Preferred Registration Agreement shall be converted automatically and
without further action on their part into 8,600,000 shares of Common Stock.
As
additional consideration for converting such liquidated damages, Sherleigh
will
receive new warrants to purchase 8,600,000 shares of Common Stock at an exercise
price of $0.025 per share. Such warrants shall contain equivalent terms to
the
new warrants contemplated to be issued in Sections 13 through 16 hereof. ADRM
hereby agrees to take any and all necessary or appropriate actions to issue
and
register pursuant to the Securities Act of 1933 the Common Stock contemplated
to
be issued pursuant to such aforementioned conversion or
issuable upon exercise of the aforementioned warrants such that such shares
of
Common Stock may be offered and resold from time to time, and to take any and
all necessary or appropriate actions to keep in effect any and all registration
statements covering the shares of Common Stock to be issued upon such conversion
or issuable upon exercise of such warrants.
7.
The
Stockholders Agreement.
Aduromed, ADRM and the Preferred Holders hereby agree that as of the Effective
Time the Stockholders Agreement shall be terminated and of no further force
and
effect.
8.
Preferred
Stand Still Agreement.
The
Preferred Holders agree to stand still and not exercise rights contained in
the
Preferred Series Designations until the Effective Time.
9.
Bridge
Notes.
The
Bridge Loan Holders, ADRM and Aduromed hereby agree that as of the Effective
Time the Bridge Notes in the principal amount of $1,275,000 shall convert
automatically and without further action on their part into 93,750,000 shares
of
Common Stock. From and after June 30, 2008 no further principal or interest
shall accrue or be payable on such Bridge Notes. ADRM hereby agrees to take
any
and all necessary or appropriate actions to issue and register pursuant to
the
Securities Act of 1933 the Common Stock contemplated to be issued pursuant
to
such aforementioned conversion. The parties hereto further agree that Xxxxxx
and
the Xxxxx/Xxxxx Secured Parties may, prior to the Effective Time, transfer
Bridge Notes among themselves on such terms as they shall agree, but that any
such transfers shall not effect the principal amount of Bridge Notes outstanding
or the resulting number of shares of Common Stock resulting from such conversion
as set forth above. Xxxxxx and the Xxxxx/Xxxxx Secured Parties shall advise
ADRM
prior to the Effective Time as to the respective principal amounts of Bridge
Notes held by them as of the Effective Time.
10.
The
Bridge Warrants.
The
parties hereto hereby agree that as of the Effective Time the Bridge Warrants
shall be amended such that (i) they collectively represent the right to purchase
93,750,000 shares of Common Stock at an exercise price of $0.025 per share,
such
warrants to be issued to Xxxxxx and the Xxxxx/Xxxxx Secured Parties pro rata
according the respective principal amount of Bridge Notes that each such party
holds as of the Effective Time. As of the Effective Time Section 3(b) of each
of
the Bridge Warrants shall be deleted and of no further force and
effect.
11.
The
Bridge Loan Documents.
Aduromed, ADRM and the Bridge Loan Holders hereby agree that as of the Effective
Time each of the Bridge Loan Documents shall be terminated and of no further
force and effect. The Bridge Loan Holders hereby agree to take any and all
actions necessary or appropriate to terminate the security interest created
by
the Bridge Loan Documents.
12.
Bridge
Loan Extension And Stand Still Agreement.
The
Bridge Loan Holders agree to extend the maturity date of the Bridge Notes until
the Effective Time. The Bridge Loan Holders further agree to stand still and
not
exercise rights contained in the Bridge Notes until the Effective
Time.
13.
New
Management Investors Financing.
Xxxxxxxx agrees to invest at least $250,000 and cause the other New Management
Investors to invest up to an additional $750,000 into ADRM in two traunches,
with the closing of traunch 1 to occur on July 10, 2008 and the closing of
traunch 2 to occur as soon as possible but no later than the Effective Time.
It
is understood that said best efforts may not result in an additional funding
being secured and as such Xxxxxxxx is not responsible for the additional funding
contemplated should this situation arise. The parties hereto hereby agree that
the terms of any financing by New Management Investors shall (i) be for
80,000,000 shares of Common Stock for $1,000,000 invested, and (ii) include
warrants to purchase Common Stock at an exercise price of $0.025 per share
at a
ratio of 1:1 with the shares of Common Stock issued in such financing. Such
warrants shall have anti-dilution protection equivalent to the Preferred
Warrants and the Bridge Warrants as amended after the Effective Time, and shall
otherwise include equivalent terms as the Preferred Warrants and the Bridge
Warrants and such financing shall be evidenced by normal and customary documents
for public company common stock financings. The actual shares will be calculated
based upon the total money raised by New Management Investors.
Xxxxxxxx
shall
fund traunch 1 in the amounts as are set forth opposite their names on Schedule
B attached hereto by wire transferring funds into a bank account provided by
ADRM. In connection with the closing of traunch 1 ADRM shall issue to Xxxxxxxx
Common Stock certificates for the number of shares and shall issue common stock
purchase warrants for the number of shares as are set forth next to their names
on Schedule B. ADRM
hereby agrees to take any and all necessary or appropriate actions to issue
and
register pursuant to the Securities Act of 1933 the Common Stock contemplated
to
be issued pursuant to the New Management Investment (including, without
limitation, shares issuable upon exercise of the warrants) such that such shares
of Common Stock may be offered and resold from time to time, and to take any
and
all necessary or appropriate actions to keep in effect any and all registration
statements covering such shares of Common Stock.
14.
New
Pequot Investment.
Pequot
agrees to invest at $1,300,000 into ADRM in two traunches, with the closing
of
traunch 1 to occur on July 10, 2008 and the closing of traunch 2 to occur as
soon as possible but no later than the Effective Time. The parties hereto hereby
agree that the terms of the New Pequot Investment shall (i) be for a total
of
131,097,456 shares of Common Stock, and (ii) include warrants to purchase
95,097,455 be
in
form and substance reasonably acceptable to Pequot, shall
shares
of Common Stock at an exercise price of $0.025 per share. Such warrants shall
have anti-dilution protection equivalent to the Preferred Warrants and the
Bridge Warrants as amended after the Effective Time, and shall otherwise include
equivalent terms as the Preferred Warrants and the Bridge Warrants and such
financing shall be evidenced by normal and customary documents for public
company common stock financings. The Pequot Funds shall fund traunch 1 in the
amounts as are set forth opposite their names on Schedule B attached hereto
by
wire transferring funds into a bank account provided by ADRM. In connection
with
the closing of traunch 1 ADRM shall issue to the Pequot Funds Common Stock
certificates for the number of shares and shall issue common stock purchase
warrants for the number of shares as are set forth next to their names on
Schedule B. ADRM
hereby agrees to take any and all necessary or appropriate actions to issue
and
register pursuant to the Securities Act of 1933 the Common Stock contemplated
to
be issued pursuant to the New Pequot Investment (including, without limitation,
shares issuable upon exercise of the warrants) such that such shares of Common
Stock may be offered and resold from time to time, and to take any and all
necessary or appropriate actions to keep in effect any and all registration
statements covering such shares of Common Stock.
15.
New
Sherleigh Investment.
Sherleigh agrees to invest $700,000 into ADRM in two traunches, with the closing
of traunch 1 to occur on July 10, 2008 and the closing of traunch 2 to occur
as
soon as possible but no later than the Effective Time. The parties hereto hereby
agree that the terms of such New Sherleigh Investment shall (i) be for a total
of 28,000,000 shares of Common Stock, and (ii) include warrants to purchase
Common Stock at an exercise price of $0.025 per share at a ratio of 1:1 with
the
shares of Common Stock issued in such financing. Such warrants shall
be
in
form and substance reasonably acceptable to Sherleigh, shall
have
anti-dilution protection equivalent to the Preferred Warrants and the Bridge
Warrants as amended after the Effective Time, and shall otherwise include
equivalent terms as the Preferred Warrants and the Bridge Warrants and such
financing shall be evidenced by normal and customary documents for public
company common stock financings. Sherleigh shall fund traunch 1 in the amount
as
is set forth opposite its name on Schedule B attached hereto by wire
transferring funds into a bank account provided by ADRM. In connection with
the
closing of traunch 1 ADRM shall issue to Sherleigh Common Stock certificates
for
the number of shares and shall issue common stock purchase warrants for the
number of shares as are set forth next to its name on Schedule B. ADRM
hereby agrees to take any and all necessary or appropriate actions to issue
and
register pursuant to the Securities Act of 1933 the Common Stock contemplated
to
be issued pursuant to the New Sherleigh Investment (including, without
limitation, shares issuable upon exercise of the warrants) such that such shares
of Common Stock may be offered and resold from time to time, and to take any
and
all necessary or appropriate actions to keep in effect any and all registration
statements covering such shares of Common Stock.
16.
New
Xxxxxx Investment.
Xxxxxx
agrees to invest $250,000 into ADRM in two traunches, with the closing of
traunch 1 to occur on July 10, 2008 and the closing of traunch 2 to occur as
soon as possible but no later than the Effective Time. The parties hereto hereby
agree that the terms of such New Sherleigh Investment shall (i) be for a total
of 10,000,000 shares of Common Stock, and (ii) include warrants to purchase
Common Stock at an exercise price of $0.025 per share at a ratio of 1:1 with
the
shares of Common Stock issued in such financing. Such warrants shall
be
in
form and substance reasonably acceptable to Xxxxxx, shall
have
anti-dilution protection equivalent to the Preferred Warrants and the Bridge
Warrants as amended after the Effective Time, and shall otherwise include
equivalent terms as the Preferred Warrants and the Bridge Warrants and such
financing shall be evidenced by normal and customary documents for public
company common stock financings. Sherleigh shall fund traunch 1 in the amount
as
is set forth opposite its name on Schedule B attached hereto by wire
transferring funds into a bank account provided by ADRM. In connection with
the
closing of traunch 1 ADRM shall issue to Xxxxxx Common Stock certificates for
the number of shares and shall issue common stock purchase warrants for the
number of shares as are set forth next to its name on Schedule B. ADRM
hereby agrees to take any and all necessary or appropriate actions to issue
and
register pursuant to the Securities Act of 1933 the Common Stock contemplated
to
be issued pursuant to the New Xxxxxx Investment (including, without limitation,
shares issuable upon exercise of the warrants) such that such shares of Common
Stock may be offered and resold from time to time, and to take any and all
necessary or appropriate actions to keep in effect any and all registration
statements covering such shares of Common Stock.
17.
New
Investor Investment.
New
Investors may invest up to $1,000,000 into ADRM with the closing to occur as
soon as possible but no later than the Effective Time. The parties hereto hereby
agree that the terms of such New Investor Investment shall (i) be for Common
Stock at a deemed valuation of $0.025 per share, and (ii) include warrants
to
purchase Common Stock at an exercise price of $0.025 per share at a ratio of
1:1
with the shares of Common Stock issued in such financing. Such warrants shall
be
in
form and substance reasonably acceptable to the New Investors, shall
have
anti-dilution protection equivalent to the Preferred Warrants and the Bridge
Warrants as amended after the Effective Time, and shall otherwise include
equivalent terms as the Preferred Warrants and the Bridge Warrants and such
financing shall be evidenced by normal and customary documents for public
company common stock financings. ADRM
hereby agrees to take any and all necessary or appropriate actions to issue
and
register pursuant to the Securities Act of 1933 the Common Stock contemplated
to
be issued pursuant to the New Investor Investment (including, without
limitation, shares issuable upon exercise of the warrants) such that such shares
of Common Stock may be offered and resold from time to time, and to take any
and
all necessary or appropriate actions to keep in effect any and all registration
statements covering such shares of Common Stock.
18.
ADRM
Board of Directors.
The
parties hereto agree that from and after the Effective Time (i) Pequot shall
have the right to have two (2) designees elected to the ADRM Board of Directors,
(ii) Sherleigh shall have the right to have two (2) designees elected to the
ADRM Board of Directors, (iii) Xxxxxx shall have the right to have one (1)
designee elected to the ADRM Board of Directors and to have one (1) designee
attend all ADRM Board of Directors meetings as an observer, (iv) the Polak/Xxxxx
Secured Parties shall have the right to have one (1) designee attend all ADRM
Board of Directors meetings as an observer and
(v)
the ADRM Board of Directors shall consist of nine (9) members. Each of the
parties hereto agree to vote its shares of capital stock of ADRM to give effect
to the provisions of this Section 18.
19.
Miscellaneous.
(a) Amendments
in Writing.
None of
the terms or provisions of this Agreement may be waived, amended, supplemented
or otherwise modified except in writing by the parties hereto.
(b) Successor
and Assigns.
This
Agreement shall be binding upon the successors and assigns of each party hereto
and shall inure to the benefit of each party hereto and their respective
successors and assigns.
(c) Counterparts.
This
Agreement may be executed by one or more of the parties hereto on any number
of
separate counterparts (including by telecopy), and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.
(d) Severability.
Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
any
other jurisdiction.
(e) Governing
Law.
All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof.
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(f)
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Further
Assurance. The parties hereto agree to execute and deliver such
further
agreements, documents and instruments and take all such other actions
as
may reasonably be required to carry out the transactions contemplated
hereby and to evidence the fulfillment of the agreements herein
contained.
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(g)
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Conditions
to Consummation of Transactions. The consummation of each of the
transactions contemplated herein by each of Sherleigh, the Pequot
Funds
and the Bridge Loan Holders is subject to the following conditions:
(i)
delivery by ADRM of the shares of Common Stock and/or warrants
required to
be issued by ADRM; (ii) the continued truthfulness of the representations
and warranties of ADRM and Aduromed contained herein; (iii) each
agreement
of each of the other parties to be performed pursuant to the terms
hereof
or contemplated herein shall have been duly performed; and (iv)
none of
the other parties hereto shall be in breach of any of the agreements
or
covenants contained herein.
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19.
Representations and Additional Covenants of ADRM and Aduromed. Each of ADRM
and
Aduromed hereby represents, warrants and covenants with and to the other parties
hereto, as follows:
(a) Each
of
ADRM and Aduromed has the power and authority to enter into and to consummate
the transactions contemplated herein and otherwise to carry out its obligations
hereunder.
(b) The
execution, delivery and performance of this Master Restructuring Agreement
by
each of ADRM and Aduromed (i) has been duly authorized by all necessary
corporate action on the part of ADRM and Aduromed (other than the Authorized
Share Increase (as defined below)); (ii) will not violate any requirement of
law
or contractual obligation of ADRM or Aduromed; and (iii) will not result in,
or
require, the creation or imposition of any lien on any of its properties or
revenues.
(c) This
Master Restructuring Agreement has been duly executed and delivered by each
of
ADRM and Aduromed and constitutes the legal, valid and binding obligations
of
each of ADRM and Aduromed, enforceable against such party in accordance with
its
terms.
(d) ADRM
hereby agrees to increase the number of its authorized shares of Common Stock
(the “Authorized Share Increase”) by the Effective Date such that there is
sufficient number of authorized and unreserved shares of Common Stock to allow
ADRM to issue all of the share of Common Stock to be issued by it hereunder,
including, without limitation, shares of Common Stock issuable upon exercise
of
the warrants issued hereby. Following such Authorized Share Increase, ADRM
shall
reserve and keep available out of its authorized and unissued Common Stock
such
number of shares of Common Stock as shall from time to time be sufficient to
issue shares of Common Stock hereunder, including, without limitation, shares
of
Common Stock issuable upon exercise of the warrants issued hereby.
IN
WITNESS WHEREOF, the parties hereto have caused this Master
Restructuring
Agreement to be duly executed on the day and year first above
written.
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ADUROMED
INDUSTRIES, INC., a
Delaware corporation
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By:
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/s/
Xxxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
Title:
President & Chief Executive Officer
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Address
for Notice:
0
Xxxxxxxxxx Xxxxx
Xxxxxx,
XX 00000
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ADUROMED
CORPORATION, a
Delaware corporation
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By:
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/s/
Xxxxxx X. Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
President & Chief Executive Officer
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Address
for Notice:
0
Xxxxxxxxxx Xxxxx
Xxxxxx,
XX 00000
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PEQUOT
SCOUT FUND, L.P.
PEQUOT
MARINER MASTER FUND, L.P.
PEQUOT
NAVIGATOR OFFSHORE FUND, INC.
PEQUOT
DIVERSIFIED MASTER FUND, LTD.
PREMIUM
SERIES PCC LIMITED CELL 33,
each by and through
PEQUOT
CAPITAL MANAGEMENT, INC.,
as Investment Advisor
BY:
/s/
Xxxxxx Xxxxxxxxx
Name:
Xxxxxx Xxxxxxxxx
Title:
Chief Financial Officer
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SHERLEIGH
ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN
BY:
/s/
Xxxx Xxxxxx
Name:
Xxxx Xxxxxx
Title:
Trustee
/s/
Xxxxxx Xxxxxxxx
Xxxxxx
Xxxxxxxx
XXXXXX
CAPITAL INVESTMENTS
BY:
/s/
Xxxxxx X. Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
CIO
RL
CAPITAL PARTNERS L.P.
BY:
/s/
Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
Managing Partner
DOMACO
VENTURE CAPITAL FUND
BY:
/s/
Xxxx Xxxxx
Name:
Xxxx Xxxxx
Title:
General Partner
EQUITY
INTEREST INC.
BY:
/s/
Xxxx Xxxxx
Name:
Xxxx Xxxxx
Title:
/s/
Xxxxxx X. Xxxxx
XXX
FBO Xxxxxx X. Xxxxx, Xxxxxxxx LLC as Custodian
/s/
Xxxxxxx X. Xxxxx
Xxxxxxx
X. Xxxxx
/s/
Xxxxxxxxx X. Xxxxx
Xxxxxxxxx
X. Xxxxx "S"
Xxxx
Xxxxx
Xxxx
Xxxxx Trustee, Xxxxxxxxx Xxxxx Trustee, Xxxxxxxxx Xxxxx 1
Trustee
/s/
Xxxxx Xxxxx
Xxxxx
Xxxxx
/s/
Xxxxxx Xxxxxxx
Xxxxxx
Xxxxxxx and Xxxxxx Xxxxxxx jt ten
/s/
Xxxx Xxxxx
Xxxx
Xxxxx
/s/
Xxxxxxx Xxxxxx
Xxxxxxx
Xxxxxx
/s/
Xxxx Xxxxxxxxx
Xxxx
Xxxxxxxxx
/s/
Xxxxxxx Xxxxxx
Xxxxxxx
Xxxxxx
SCHEDULE
A
Xxxxx/Xxxxx
Secured Parties
RL
Capital Partners L.P.
XXX
FBO
Xxxxxx X. Xxxxx, Xxxxxxxx LLC as Custodian
Xxxxxxx
X. Xxxxx
Domaco
Venture Capital Fund
Equity
Interest Inc.
Xxxxxxxxx
X. Xxxxx "S"
Xxxx
Xxxxx Trustee, Xxxxxxxxx Xxxxx Trustee, Xxxxxxxxx Xxxxx 1
Trustee
Xxxxx
Xxxxx
Xxxxxx
Xxxxxxx and Xxxxxx Xxxxxxx jt ten
Xxxx
Xxxxx
Xxxxxxx
Xxxxxx
Xxxx
Xxxxxxxxx
Xxxxxxx
Xxxxxx
SCHEDULE
B
|
New
Management Investor
|
Amount
of Traunch 1
Investment
|
|
Number
of Shares of Common Stock to be Issued in Traunch
1
|
|
Number
of Shares of Common Stock Subject to Common Stock Purchase Warrants
to be
Issued
in Traunch 1
|
|||||
|
E4
LLC/Xxxxxx Xxxxxxxx
|
$
|
35,000
|
2,800,000
|
2,800,000
|
||||||
|
New
Investor
|
Amount
of Traunch 1
Investment
|
|
Number
of Shares of Common Stock to be Issued in Traunch
1
|
|
Number
of Shares of Common Stock Subject to Common Stock Purchase Warrants
to be
Issued
in Traunch 1
|
|||||
|
Sherleigh
Defined Benefit Plan
|
$
|
98,000
|
3,920,000
|
3,920,000
|
||||||
|
Xxxxxx
X. Xxxxxx XXX
|
$
|
35,000
|
1,400,000
|
1,400,000
|
||||||
|
Pequot
Scout Fund L.P.
|
$
|
121,440.71
|
12,246,591
|
8,883,617
|
||||||
|
Pequot
Navigator Offshore Fund, Inc.
|
$
|
28,985.36
|
2,923,005
|
2,120,334
|
||||||
|
Pequot
Mariner Master Fund, L.P.
|
$
|
31,573.93
|
3,184,048
|
2,309,693
|
||||||
ADRM
wire transfer instructions
Bank
of
America - Trumbull Center Branch
000
Xxxxx
Xxxxxx Xxxx, Xxxxxxxx, XX. 00000
Phone
#
000-000-0000
ABA
Number: 000000000
Routing
Number: 000000000
Account
Number: 94209
76270
Account
Name: Automated
Process DBA Aduromed Corporation
