JUNIPER GROUP, INC.
EXHIBIT
10.11
JUNIPER
GROUP, INC.
00000
Xxxxx Xxxx,
Xxxxx 000
Xxxx
Xxxxx, XX 00000
September
14, 2007
AJW
Partners, LLC
New
Millennium Capital Partners II, LLC
AJW
Offshore, Ltd.
AJW
Master Fund, Ltd.
AJW
Qualified Partners, LLC
0000
Xxxxxxxx Xxxxxxxxx
Xxxxx
000
Xxxxxx,
Xxx Xxxx 00000
Re: Juniper
Group, Inc. (the “Company”) –
Ladies
and Gentlemen:
This
letter sets forth the agreement of the parties hereto to amend the Applicable
Percentage (as defined in the Notes) and other covenants in the Notes and
Securities Purchase Agreements dated December 28, 2005, March 14, 2006 and
September 13, 2007 and issued by the Company to the Investors, which are
convertible into shares of the Company’s common stock, par value $.001 per share
(the “Common Stock”), originally issued by the Company to the investors
listed in the signature pages hereto (collectively, the “Investors”) (
the “Notes”).
By
execution hereof, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree
that:
|
1.
|
The
Applicable Percentage (as defined in the Notes) shall be
35%.
|
|
2.
|
The
Investors, as consideration for making the new loan, shall be granted
a
first lien against all of the pending lawsuit proceeds for the lawsuit
captioned Juniper vs Xxxxx and Xxxxxxx Xxxxxxxxxx and currently taking
place in New York In addition, the Company agrees that any
proceeds shall be first used to redeem the Notes currently outstanding
and
due and owing to the Investors. Further, the Company agrees, as
consideration for the new Notes being issued, to grant the Investors
an
additional 10% of the lawsuit proceeds above and beyond the redemption
proceeds.
|
|
3.
|
Xxxxx
Xxxxxxxxxxx agrees to personally guarantee this loan and agrees to
transfer his stock in the Company to the Investors as partial security
for
the guarantee,
|
The
parties shall do and perform, or cause to be done and performed, all such
further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other parties hereto
may reasonably request in order to carry out the intent an accomplish the
purposes of this letter agreement, including without limitation the issuance
of
amended Notes.
Please
signify your agreement with the foregoing by signing a copy of this letter
where
indicated and returning it to the undersigned.
Sincerely,
JUNIPER
GROUP, INC.
By:
/s/
Xxxxx
X. Xxxxxxxxxxx
Xxxxx
X. Xxxxxxxxxxx
Chief
Executive Officer
ACCEPTED
AND AGREED:
AJW
PARTNERS, LLC.
By: SMS
GROUP, LLC
/s/
Xxxxx
X. Xxxxxxxx
_____________________________
Manager
NEW
MILLENNIUM CAPITAL PARTNERS II, LLC
FIRST
STREET MANAGER II, LLC,
_____________________________
By:
/s/Xxxxx X. Xxxxxxxx, Manager
AJW
OFFSHORE, LTD.
FIRST
STREET MANAGER II, LLC
______________________________
By:
/s/ Xxxxx X. Xxxxxxxx,
Manager
AJW
QUALIFIED PARTNERS, LLC
AJW
MANAGER, LLC
______________________________
By:
/s/Xxxxx
X. Xxxxxxxx,
Manager
AJW
MASTER FUND, LTD.
FIRST
STREET MANAGER II, LLC
_____________________________
By:
/s/ Xxxxx X. Xxxxxxxx,
Manager
