ARKADOS GROUP, INC.
EXHIBIT
99.4
000 Xxx
Xxx Xxxxxxxxx Xxxx, Xxxxx 000
Piscataway,
NJ 08854
_______________, 200__
_______________________________
_______________________________
_______________________________
_______________________________
Dear
Bridge Lender:
Arkados Group, Inc., a Delaware
corporation (the "Company") agrees with the undersigned as follows:
You, the undersigned, hereby agree to
loan the Company the principal amount set forth on the signature page hereto
(“Principal Amount”) The loan shall be evidenced by a 8% Subordinated
Note in the form annexed hereto as Exhibit A (the “Note”). The
Note is part of an authorized issue of 8% Subordinated Notes due January 31,
2010 by the Company in the aggregate principal amount of
$1,000,000.
The closing of the loan shall be deemed
to have occurred on the date that you have delivered cleared funds to the
Company. The Company shall deliver to you an original Note which
evidences the Company’s obligation to you and which you agree to surrender when
the Company’s obligations to you under the Note have been satisfied or the Note
exchanged in accordance with its terms.
The Company acknowledges receipt of the
sum of $______ from you on _____, 200__, in the form of (check one)1:
[ ] personal
or business check, subject to collection
[ ] wire
transfer to:
ARKADOS
Routing Number: 000000000
Account
Number: 000000000
TD Bank
NA
000 Xxxxx
00 Xxxx
Bridgewater,
NJ 08807
SWIFT
CODE: XXXXXX00
(continued on prior
page)
______________________________
1 In the
event of multiple purchases of Notes by a single subscriber, each advance shall
be deemed a reaffirmation of the warranties by the investor and the delivery of
Notes deemed a reaffirmation of warranties by the Company.
(continued from prior
page)
[ ]
wire transfer to a vendor of Arkados, as requested by Arkados to the following
account:
Account
information for third party wire and amount verified by officer of Arkados
_______
Initials
The purpose of the loan is to provide
the Company with funds for working capital, including the payment of
liabilities.
The Company represents and warrants to
you that the issuance to you of the Note has been duly authorized by the
Company's Board of Directors. You acknowledge that no representation
or warranty has been made by the Company other than those expressly set forth
herein and that you have made an independent investigation of the Company’s
financial situation and business prospects.
You represent and warrant to the
Company that: (i) you are acquiring the Note for your own
account, for investment and not with a view to or for sale in connection
with any distribution thereof it being understood that the
Note has not been registered under the United States Securities Act of 1933, as
amended (the "Act") or under the securities laws of any state and, therefore,
cannot be sold unless they are registered under the Act and
under applicable state securities laws or unless an exemption from
such registration is available); (ii) you have reviewed reports filed
by the Company on or before the date of this letter agreement with the
Securities and Exchange Commission pursuant to Section 12(g) of the Securities
Exchange Act of 1934 and have not relied on any other information concerning the
Company, except that contained in such reports; and (iii)
you are an "accredited investor" within the
meaning of Regulation D under the Act, have
sufficient knowledge and experience in financial
and business matters to be capable of evaluating the
merits and risks of your investment in the Note and are
able to bear the economic risk of your investment in the
Note.
You further acknowledge that neither
the Company nor anyone purporting to be acting on its behalf has made any
representations to you concerning its ability to repay the Note or raise
additional capital or compromise outstanding secured or unsecure debt and that
the purchase of the Note is a highly risky and speculative
investment.
You covenant and agree with the Company
that you will not transfer, sell or otherwise dispose of the Note or any of the
securities which may be issuable upon the conversion of the Note in a manner
which would violate, nor without having furnished the Company an opinion of
counsel reasonably satisfactory to the Company that such transfer, sale or other
disposition
would not
violate, the Act or applicable state securities laws, or the
rules and regulations thereunder. You understand that the
certificates representing the Note will bear a legend to that effect and that
the Company will instruct its transfer agent not to register a transfer of such
securities unless the conditions specified in the legend have been
satisfied.
Each of you and the Company agrees to
bear its own costs and expenses in connection with this
transaction.
All representations, warranties,
covenants and agreements herein shall survive the Closing for a period of two
years.
The above (together with Exhibit A)
contains our entire agreement, supersedes all prior negotiations and oral
understandings, if any, and may not be amended or supplemented
except in writing.
Please confirm that this letter sets
forth our agreement by completing, signing and returning the enclosed extra
copy.
Very truly yours,
By:
________________________
Xxxxx
Xxxxxxxx, CFO
[ACKNOWLEDGMENT
PAGE FOLLOWS]
INVESTOR
SIGNATURE PAGE – ARKADOS GROUP, INC. NOTES
Accepted
and Agreed to this
_____ day
of ______________, 200__.
Print or
Type:
____________________________________
Name of
Purchaser
(Individual
or Institution)
____________________________________
Name of
Individual representing
Purchaser
(If an Institution)
____________________________________
Title of
Individual representing
Purchaser
(if an Institution)
Signature
by:
____________________________________
Individual
Purchaser or Individual
representing
Purchaser
Address:
_____________________________
____________________________
Telephone:
___________________________
Telecopier:
___________________________
E-Mail:
______________________________
Principal
Amount Purchased: $_____________
Exhibit A
