AGREEMENT
AGREEMENT
THIS AGREEMENT (the “Agreement”) is
executed as of the 20th day of October, 2010 and is effective as of the 30th day
of September, 2010 (the “Effective Date”) by and between XXXXX ENTERPRISES,
INC., a Delaware corporation, having a place of business at 0 Xxxxxx Xxxxx,
Xxxxx 000, Xxxxx Xxxx, Xxx Xxxx 00000 (the “Holder” or “Lender”) and GLOBAL
INVESTOR SERVICES, INC., a Nevada corporation having a principal place of
business at 000 Xxxxx Xxxxxx, 0xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000 (the “Borrower”).
RECITALS
WHEREAS, the Borrower executed a
Convertible Promissory Note in the amount of $50,000.00 dated June 2, 2010 (the
“June Note”) along with a Securities Purchase Agreement dated as of June 2, 2010
(the “June Agreement”) running in favor of the Lender, collectively
memorializing the rights and obligations of the parties with respect to that
Loan (the “June Loan Documents”), the funding of which occurred on June 15,
2010; and
WHEREAS, the Borrower executed a
Convertible Promissory Note in the amount of $35,000.00 dated July 16, 2010 (the
“July Note”) along with a Securities Purchase Agreement dated as of July 16,
2010 (the “July Agreement”) running in favor of the Lender, collectively
memorializing the rights and obligations of the parties with respect to that
Loan (the “July Loan Documents”) the funding of which occurred on July 28, 2010;
and
WHEREAS, the June Note has a maturity
date of March 4, 2011 and the July Note has a maturity date of April 20, 2011;
and
WHEREAS, neither the June Note nor the
July Note (collectively referred to as the “Notes”) permit the Borrower the
right to prepay the Notes in whole or in part; and
WHEREAS, the Borrower is desirous of
prepaying the Notes; and
WHEREAS, the Lender hereby grants to
the Borrower the right to prepay the Notes upon the terms and conditions set
forth herein:
NOW, THEREFORE, the parties agree as
follows:
1. Incorporation of the
Recitals -Transaction Documents. All of the recitals set forth above are
made a part of this Agreement and incorporated herein as if set at length in the
text of this Agreement. This Agreement and any other documents and/or
instruments in connection therewith, whether executed by the Lender and/or
Borrower, are collectively referred to as the “Transaction
Documents”.
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2. Right of Prepayment.
The parties acknowledge that neither the June Note nor the July Note affords the
Borrower the right to prepay in whole or in part any sums loaned by the Lender
to the Borrower. Notwithstanding the foregoing, however, the Borrower
has requested that the Lender grant to the Borrower the opportunity to prepay
both of the aforesaid Notes. The Lender agrees to grant the Borrower
the right to prepay provided that the Borrower complies with the terms and
conditions set forth in this Agreement.
3. Prepayment of the June
Note. The Borrower acknowledges that by the Lender permitting the
Borrower the right of prepayment, the Lender will be foregoing a substantial
right to convert the debt to equity as provided for in the June Loan
Documents. As consideration for the Borrower acquiring this right the
Borrower agrees to prepay 150% of the principal amount of the June Note
(computed to be $75,000.00) together with accrued and unpaid interest on the
initial principal amount as follows:
(a) The
sum of $37,500.00 simultaneously with the execution of this Agreement together
with accrued and unpaid interest of $1,337.00 aggregating the sum of
$38,837.00;
(b) The
sum of $18,750.00 together with accrued and unpaid interest based upon the then
remaining initial principal balance of $247.00 aggregating the sum of $18,997.00
to be paid on or before November 15, 2010;
(c) The
sum of $18,750.00 together with accrued and unpaid interest upon the then
remaining principal amount of $123.00 aggregating the sum of $18,873.00 to be
paid on or before the 15th day of
December, 2010;
(d) All
payments due under this provision are to be made by wire transfer to the
following account:
Capital
Xxx Xxxx
Xxxxx
Xxxx, Xxx Xxxx 00000
Xxxxx
Enterprises, Inc.
0000
Xxxxx Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx,
Xxxxxxxx 00000
ABA #:
000000000
ACCOUNT
#: 7017037654
4. Prepayment of the July
Note. The Borrower acknowledges that by the Lender permitting the
Borrower the right to prepay that the Lender will be foregoing a substantial
right to convert the debt to equity as provided for in the July Loan
Documents. As consideration for the Borrower acquiring this right the
Borrower agrees to prepay 150% of the principal amount of the July Note
(computed to be $52,000.00) together with accrued and unpaid interest on the
initial principal amount as follows:
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(a) The
sum of $26,250.00
simultaneously with the execution of this Agreement together with accrued and
unpaid interest of $606.00 aggregating the sum of $26,856.00;
(b) The
sum of $13,125.00 together with accrued and unpaid interest based upon the then
remaining initial principal balance of $173.00 aggregating the sum of $13,298.00
to be paid on or before November 15, 2010;
(c) The
sum of $13,125.00 together with accrued and unpaid interest upon the then
remaining principal amount of $86.00 aggregating the sum of $13,211.00 to be
paid on or before the 15th day of
December, 2010;
(d) All
payments due under this provision are to be made by wire transfer to the
following account:
Capital
Xxx Xxxx
Xxxxx
Xxxx, Xxx Xxxx 00000
Xxxxx
Enterprises, Inc.
0000
Xxxxx Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx,
Xxxxxxxx 00000
ABA #:
000000000
ACCOUNT
#: 7017037654
5. Obligation of Lender.
Upon the full and timely compliance with the payment schedules as set forth in
paragraphs 3 and 4 above the Holder will promptly return the original Notes to
the Borrower indicating that the Borrower’s payment obligation under the Notes
have been paid subject only to those provisions which by their terms survive
payment of the Notes.
6. Event of Default.
Should the Borrower fail to make any payment under paragraphs 3 and 4 above when
due, that failure on the part of the Borrower shall constitute an event of
default and without any further notice the Holder of the Notes will be permitted
to enforce all rights and remedies afforded to it under the June Loan Documents
and the July Loan Documents and the prepayment opportunity afforded to the
Borrower shall be deemed null and void and of no force and effect, with the
exception that the Borrower will continue to remain obligated to the Holder in
the amount of 150% of each face amount set forth in the Notes
together with applicable interest, costs, fees and disbursements giving the
Borrower credit for any monies paid under this Agreement.
7. Entire Agreement.
This Agreement and the Transaction Documents constitute the entire understanding
among the parties regarding the subject matter hereof. This Agreement
and the Transaction Documents supersede all oral negotiations and prior writings
concerning the subject matter hereof. If there is any conflict
between the terms, conditions and provisions of this Agreement and those of any
other Transaction Document, the terms, conditions and provisions of this
Agreement shall prevail. This Agreement may not be modified, amended
or terminated except by a written agreement signed by each of the parties
hereto.
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8. Time is of the
Essence. Time is hereby declared to be of the essence of this Agreement
and of every part hereof.
9. Survival. The
representations, warranties and covenants herein of the Holder and the Borrower
shall survive the execution and the performance by the parties of their
obligations hereunder and under the other Transaction Documents.
10. Advice of Counsel.
Xxxxx Enterprises, Inc. acknowledges that it has consulted the law firm of
Naidich Wurman Xxxxxxxx & Xxxxx, LLP, 00 Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxx
Xxxx, Xxx Xxxx 00000 concerning this Agreement. Conversely,
Global Investor Services, Inc. acknowledges that it has consulted the law firm
of Xxxxxxx X. Xxxxxxx PLLC, 00 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx
Xxxxxx, Xxx Xxxx 00000 concerning this Agreement.
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement the day and year first above written.
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XXXXX
ENTERPRISES, INC.
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By:
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/s/
Xxxx Xxxxxx
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By:
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/s/
Xxxxxxxx X. Xxxxxx
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Xxxx
Xxxxxx
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Xxxxxxxx
X. Xxxxxx
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President
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Chief
Executive Officer
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