BANYAN CORPORATION 1925 Century Park East, Suite 500 Los Angeles, California 90067 February 8, 2006
BANYAN CORPORATION
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
February 8, 2006
AJW Partners, LLC
AJW Offshore, Ltd.
AJW Qualified
Partners, LLC
New Millennium Capital Partners II, LLC
0000 Xxxxxxxx
Xxxxxxxxx
Xxxxx 000
Xxxxxx, Xxx Xxxx 00000
Re: Banyan Corporation (the “Company”)
Ladies and Gentlemen:
This letter sets forth the agreement of the parties hereto to amend the conversion price of certain notes which are convertible into shares of the Company’s common stock, no par value per share (the “Common Stock”), originally issued by the Company to the investors listed in the signature pages hereto (collectively, the “Debt Instruments”) on November 8, 2004, February 16, 2005 and May 10, 2005, respectively.
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 each of the Debt Instruments) shall be 50%. | |
| 2. |
All other provisions of the Debt Instruments, as amended from time to time, shall remain in full force and effect. |
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 and accomplish the purposes of this letter agreement, including without limitation the issuance of amended Debt Instruments.
[Signature Page Follows]
Please signify your agreement with the foregoing by signing a copy of this letter where indicated and returning it to the undersigned.
| Sincerely, | |
| BANYAN CORPORATION | |
| Xxxxxxx X. Xxxxxx | |
| Chief Executive Officer |
| ACCEPTED AND AGREED: | |
| AJW PARTNERS, LLC | |
| By: SMS GROUP, LLC | |
| Xxxxx X. Xxxxxxxx, Manager | |
| AJW OFFSHORE, LTD. | |
| By: FIRST STREET MANAGER II, LLC | |
| Xxxxx X. Xxxxxxxx, Manager | |
| AJW QUALIFIED PARTNERS, LLC | |
| By: AJW MANAGER, LLC | |
| Xxxxx X. Xxxxxxxx, Manager |
| NEW MILLENNIUM CAPITAL PARTNERS II, LLC | |
| By: FIRST STREET MANAGER II, LLC, | |
| Xxxxx X. Xxxxxxxx, Manager |
