NOTE PURCHASE AGREEMENT
This NOTE
PURCHASE AGREEMENT (this “Agreement”)
is made as of January 15, 2010, by and between EGPI Firecreek, Inc., a Nevada
corporation (the “Company”),
and St. Xxxxxx Investments, LLC, an Illinois limited liability company (the
“Purchaser”).
RECITALS
A. The
Purchaser desires to acquire from the Company, and the Company desires to issue
and sell to the Purchaser, the following securities: (i) a secured promissory
note (the “Secured
Note”) having an initial principal balance of $1,000,000, substantially
in the form attached hereto as Exhibit A; and (ii) a
convertible promissory note (the “Convertible
Note”) having an initial principal balance of $86,000, substantially in
the form attached hereto as Exhibit B
(collectively, the “Notes”).
B. The
Company and the Purchaser further desire to obligate themselves as set forth in
this Agreement and to make the representations, warranties and covenants set
forth herein in connection with the transactions contemplated
hereby.
AGREEMENT
Accordingly,
in consideration of the premises and the mutual promises herein set forth, and
in consideration of the representations and warranties herein contained, the
parties agree as follows:
1. Purchase
and Sale of the Notes. Subject to the terms and conditions of this
Agreement, at the Closing (as defined below), the Company shall issue and sell
to the Purchaser, and the Purchaser shall purchase from the Company, the
Notes. The purchase price for the Notes shall be $925,000 (the “Purchase
Price”).
2. Purchase
Price Remittal. The Company acknowledges and agrees that (i)
the Purchase Price shall be remitted by the Purchaser directly to a trust
account (the “Trust
Account”) at Xxxxx & Lardner LLP to be held and disbursed according
to the terms of the Funding and Letter of Credit Agreement of even date herewith
to which the Purchaser and the Company, among others, are parties, (ii) the
Company will receive a material benefit from such remittal to the Trust Account,
and (iii) upon the Credit Issuer’s (defined below) receipt of the Purchase
Price, this Agreement, the Notes and the Additional Agreements (as defined
below) shall be binding upon the Company in all respects as if the Purchase
Price had been remitted directly to the Company.
3. Additional
Agreements. In addition to the purchase and delivery of the
Notes, the Company shall deliver, or cause to be delivered, to the Purchaser,
the following additional agreements or documents: (i) an irrevocable standby
letter of credit (the “Letter of
Credit”), issued by The Bank of Tampa (the “Credit
Issuer”), substantially in the form attached hereto as Exhibit C, which
shall secure the Company’s obligations under the Secured Note; (ii) a
registration rights agreement (the “Registration
Rights Agreement”) in favor of the Purchaser, substantially in the form
attached hereto as Exhibit D; (iii) a
consent to entry of judgment by confession (the “Judgment by
Confession”), substantially in the form attached hereto as Exhibit E; (iv) a
resolution consented to and adopted by the Company’s Board of Directors (the
“Board
Resolution”), substantially in the form attached hereto as Exhibit F, (v) a
Funding and Letter of Credit Agreement (the “Funding and
Letter of Credit Agreement”) and applicable exhibits thereto,
substantially in the form attached hereto as Exhibit G
(collectively, the “Additional
Agreements”). The execution and delivery of such Additional
Agreements is a material inducement for the Purchaser to purchase the Notes and
the Purchaser’s obligations hereunder are expressly conditioned on the execution
and delivery of such Additional Agreements.
4. Origination
Fee. The Company acknowledges that the initial funded
principal balance of the Notes exceeds the Purchase Price and that such excess
is an origination fee (the “Origination
Fee”) which shall be fully earned and charged to the Company upon the
execution of this Agreement, and shall be paid to Lender as part of the
outstanding principal balance as set forth in the
Notes.
5. The
Closing. The issuance and sale of the Notes and the delivery of the
Additional Agreements to the Purchaser shall take place concurrently with the
execution of this Agreement at the offices of the Purchaser, located at 000 Xxxx
Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000, on the date hereof or at such
other time and place as the Company and the Purchaser shall agree (which time is
referred to herein as the “Closing”).
At the Closing, the Company shall deliver to the Purchaser the Notes, each made
payable to the Purchaser, and the Additional Agreements, and the Purchaser shall
deliver to the Trust Account, pursuant to the terms of the Funding and Letter of
Credit Agreement, the Purchase Price therefor, in the form of immediately
available funds.
6. Consideration
and Acknowledgements. The Company acknowledges and agrees
that, pursuant to the Funding and Letter of Credit Agreement, (i) the Purchase
Price shall be delivered by Purchaser directly to the Trust Account, (ii) the
Purchase Price shall be deemed to satisfy the Company’s obligation to make a
Deposit pursuant to the terms of that certain Stock Purchase Agreement (the
“Stock
Purchase Agreement”) entered into on December ___, 2009 by and between
the Company and the Sellers (as defined in the Stock Purchase Agreement) of SW
Signal, Inc., a Florida corporation (the “Target”),
and (iii) the Purchase Price, although delivered to the Trust Account, is a
material benefit to the Company as if it had been delivered directly to the
Company.
7. Representations
and Warranties of the Company. The Company hereby represents and warrants
to the Purchaser that:
7.1. Organization. The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada and has full corporate power and authority
to conduct its business as presently conducted and to execute, deliver, and
perform its obligations under this Agreement, the Notes and the Additional
Agreements. The Company does not own, directly or indirectly, any
stock, partnership interest or any other equity interest in, or any security
issued by, any other Person (as defined below).
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7.2. Authorization. The
execution, delivery and performance by the Company of this Agreement, the Notes
and the Additional Agreements have been duly authorized by all necessary
corporate action. This Agreement has been duly executed and delivered
by the Company and constitutes valid and binding obligations of the Company
enforceable in accordance with its terms, except as limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium or other laws of general
application affecting the enforcement of creditors’ rights generally, and (ii)
general principles of equity that restrict the availability of equitable
remedies. The execution of and performance of the obligations of the
Company set forth in this Agreement will not (A) conflict with or violate any
provision of the Certificate of Incorporation or Bylaws of the Company, (B)
require on the part of the Company any filing with, or any permit,
authorization, consent or approval of, any court, arbitrational tribunal,
administrative agency or commission or other governmental or regulatory
authority or agency (each of the foregoing is hereafter referred to as a “Governmental
Entity”), except such filings as shall have been made prior to and shall
be effective on and as of the Closing and such filings required to be made after
each closing under applicable federal and state securities laws, (C) conflict
with, result in a breach of, constitute (with or without due notice or lapse of
time or both) a default under, result in the acceleration of, create in any
party the right to accelerate, terminate, modify or cancel, or require any
notice, consent or waiver under, any contract, lease, sublease, license,
sublicense, franchise, permit, indenture, agreement or mortgage for borrowed
money, instrument of indebtedness, security interest or other arrangement to
which the Company is a party or by which the Company is bound or to which its
assets are subject, or (D) violate any order, writ, injunction, decree, statute,
rule or regulation applicable to the Company or any of its properties or
assets.
7.3. Consents. No consent,
approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any Governmental Entity or third party
is required on the part of the Company in connection with the execution and
delivery of this Agreement or the offer, sale, issuance and delivery of the
Notes, except such filings as shall have been made prior to and shall be
effective on and as of the Closing and such filings required to be made after
the Closing under applicable federal and state securities laws. Based
in part on the representations made by the Purchaser in Section 8, below, and
assuming that the required filings have been or will be timely made, the offer,
sale, issuance and delivery of the Notes and the Additional Agreements will all
be made in compliance with applicable federal and state securities
laws.
7.4. No Violation. The
Company is not in violation of (i) any term of its Certificate of Incorporation
or Bylaws or any order, statute, rule or regulation applicable to the Company;
or (ii) in any material respect, any term or provision of any mortgage,
indebtedness, indenture, contract, agreement, instrument, judgment or decree to
which the Company is a party or by which the Company is bound or to which its
assets is subject.
7.5. Brokers. No broker or
intermediary is involved in connection with the purchase of the Notes and no
commission or other remuneration is being paid in connection
therewith.
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7.6. SEC Documents: Financial
Statements. The Company has filed all reports, schedules, forms,
statements and other documents required to be filed by it with the SEC under the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), for the two years preceding the date hereof (or such shorter
period as the Company was required by law or regulation to file such material)
(all of the foregoing filed prior to the date hereof or amended after the date
hereof and all exhibits included therein and financial statements and schedules
thereto and documents incorporated by reference therein, being hereinafter
referred to as the “SEC
Documents”) on timely basis or has received a valid extension of such
time of filing and has filed any such SEC Document prior to the expiration of
any such extension. The Company has delivered to the Purchaser or its
representative, or made available through the SEC’s website at
xxxx://xxx.xxx.xxx., true and complete copies of the SEC
Documents. As of their respective dates, the SEC Documents complied
in all material respects with the requirements of the Exchange Act and the rules
and regulations of the SEC promulgated thereunder applicable to the SEC
Documents, and none of the SEC Documents, at the time they were filed with the
SEC, contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. As of their respective dates, the financial statements of
the Company included in the SEC Documents complied as to form in all material
respects with applicable accounting requirements and the published rules and
regulations of the SEC with respect thereto. Such financial
statements have been prepared in accordance with generally accepted accounting
principles, consistently applied, during the periods involved (except (i) as may
be otherwise indicated in such financial statements or the notes thereto, or
(ii) in the case of unaudited interim statements, to the extent they may exclude
footnotes or may be condensed or summary statements) and fairly present in all
material respects the financial position of the Company as of the dates thereof
and the results of its operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit
adjustments). No other information provided by or on behalf of the
Company to the Purchaser which is not included in the SEC Documents, including,
without limitation, information referred to in this Agreement, contains any
untrue statement of a material fact or omits to state any material fact
necessary in order to make the statements therein, in the light of the
circumstance under which they are or were made and not misleading.
7.7. Absence of
Litigation. There is no action, suit, proceeding, inquiry or
investigation before or by any court, public board, government agency,
self-regulatory organization or body pending against or affecting the Company,
the Common Stock or any of the Company’s subsidiaries, wherein an unfavorable
decision, ruling or finding would have a material adverse effect.
7.8. No Integrated
Offering. Neither the Company, nor any of its affiliates, nor
any person acting on its or their behalf has, directly or indirectly, made any
offers or sales of any security or solicited any offers to buy any security,
under circumstances that would require registration of the Securities under the
Securities Act or cause this offering of the Securities to be integrated with
prior offerings by the Company for purposes of the Securities Act.
7.9. Listing and Maintenance
Requirements. The Company’s Common Stock is registered
pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has
taken no action designed to terminate, or which to its knowledge is likely to
have the effect of, terminating the registration of the Common Stock under the
Exchange Act nor has the Company received any notification that the SEC is
contemplating terminating such registration. The Company has not, in
the twelve (12) months preceding the date hereof, received notice from any
Primary Market (defined below) on which the Common Stock is or has been listed
or quoted to the effect that the Company is not in compliance with the listing
or maintenance requirements of such Primary Market. The Company is, and has no
reason to believe that it will not in the foreseeable future continue to be, in
compliance with all such listing and maintenance requirements.
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7.10. Refundable
Deposit. The Deposit made by the Company to the Target
pursuant to the Stock Purchase Agreement is fully refundable to the Company in
the event of a failure to close the transactions contemplated by the Stock
Purchase Agreement.
8.
Representations
and Warranties of the Purchaser. The Purchaser hereby
represents and warrants to the Company that:
8.1. Legal Standing. The
Purchaser is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization.
8.2. Legal Capacity. The
Purchaser has the legal capacity or full power and authority to enter into this
Agreement, and this Agreement, when executed and delivered, will constitute a
valid and legally binding obligation of the Purchaser, enforceable against the
Purchaser in accordance with its terms, except as limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium or other laws of general
application affecting the enforcement of creditors’ rights generally, and (ii)
general principles of equity that restrict the availability of equitable
remedies.
8.3. Investment Intent.
The Purchaser is acquiring and will hold the Notes for investment for its
account only and not with a view to, or for resale in connection with, any
“distribution” thereof within the meaning of the Securities Act of 1933, as
amended (the “Securities
Act”).
8.4. No Registration. The
Purchaser understands that the Notes have not been registered under the
Securities Act by reason of a specific exemption therefrom and that the Notes
cannot be resold unless they are registered under the Securities Act and
applicable state securities laws or unless an exemption from such registration
requirements is available. The Purchaser further acknowledges and understands
that the Company is under no obligation to register the Notes.
8.5. Information. The
Purchaser has been furnished with, and has had access to, such information as it
considers necessary or appropriate for deciding whether to invest in the Notes,
and the Purchaser has had an opportunity to ask questions and receive answers
from the Company regarding the terms and conditions of the issuance of the
Notes.
8.6. Accredited Investor.
The Purchaser is aware that its investment in the Company is a speculative
investment that has limited liquidity and is subject to the risk of complete
loss. The Purchaser understands that an investment in the Notes
involves a high degree of risk. The Purchaser is an “accredited
investor” as such term is defined in Regulation D promulgated under the
Securities Act.
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9. Expenses;
Affirmative and Negative Covenants of the Company.
9.1. The
Company, without regard to whether the Closing is effectuated, will pay the
reasonable transaction and legal expenses of counsel for the Purchaser incurred
in this transaction, subject to an aggregate cap of $6,000.00, which the parties
acknowledge shall be included in the initial principal amount of the Convertible
Note. Except as provided in the immediately preceding sentence, the
Company and the Purchaser shall be responsible for paying such party’s own fees
and expenses (including legal expenses) incurred in connection with the
preparation and negotiation of this Agreement and the closing of the
transactions contemplated hereby.
9.2. Until
all of the Company’s obligations hereunder and the Notes are paid and performed
in full, or within the timeframes set forth below, the Company shall comply with
the following affirmative covenants:
9.2.1. The
Company will maintain and preserve in full force and effect its existence as a
corporation.
9.2.2. The
Company shall comply in all material respects with all laws and regulations
applicable to its business.
9.2.3. Within
two business days following the date of this Agreement, the Company shall file a
current report on Form 8-K describing the terms of the transactions contemplated
by this Agreement, the Notes and the Additional Agreements in the form required
by the Exchange Act and attaching the material transaction documents as exhibits
to such filing.
9.2.4. The
Company shall execute such documents and perform such further acts (including,
without limitation, obtaining any consents, exemptions, authorizations or other
actions by, or giving any notices to, or making any filings with, any
Governmental Entity or any other person) as may be reasonably required by the
Purchaser or desirable to carry out or to perform the provisions of this
Agreement, the Notes and the Additional Agreements.
9.2.5. The
Company shall, as soon as practicable but in no event later than two weeks after
the Closing, file an appropriate registration statement with the U.S. Securities
and Exchange Commission (the “SEC”)
pertaining to the registration of two million (2,000,000) shares of the
Company’s common stock, par value $0.001 (the “Common
Shares”) into which the Purchaser may, at its election to convert,
receive pursuant to the Convertible Note. The Company shall cause
such registration statement to become effective no later than ninety days
following the Closing.
9.2.6. The
Company shall promptly and in a timely fashion perform and honor all demands,
notices, requests and obligations that exist or may arise under this Agreement,
the Notes and the Additional Agreements.
9.2.7. The
foregoing affirmative covenants and agreements shall survive the
Closing.
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9.3. From
and after the date hereof and until all of the Company’s obligations hereunder
and the Notes are paid and performed in full, the Company shall
not:
9.3.1. incur
any new indebtedness for borrowed money without the prior written consent of the
Purchaser;
9.3.2. grant
or permit any security interest (or other lien or other encumbrance) in or on
any of its assets; and/or
9.3.3. enter
into any transaction, including, without limitation, any purchase, sale, lease
or exchange of property or the rendering of any service, with any Affiliate (as
defined in the Securities Act) of the Company, or amend or modify any agreement
related to any of the foregoing, except on terms that are no less favorable, in
any material respect, than those obtainable from any Person who is not an
Affiliate of the Company.
For the
avoidance of doubt, the Company may incur obligations under trade payables in
the ordinary course of business consistent with past practice without the
consent of the Purchaser under Section 9.3.1 above.
10. Covenants
of the Purchaser.
10.1. So
long as (i) no breach of this Agreement or the Additional Agreements by the
Company occurs, and (ii) no Event of Default (as defined in the Notes) occurs,
the Purchaser shall not (a) file the Judgment by Confession, or (b) make any
draw under the Letter of Credit; provided, however, that upon an Event of
Default (as defined in the Notes) or a breach by the Company of this Agreement
(including, without limitation, any representation, warranty or covenant
hereunder) or any of its obligations under the Additional Agreements, the
Purchaser shall be entitled to immediately or at any time thereafter prior to
the Expiration Date (as defined in the Letter of Credit) make a draw for up to
the full Credit Amount (as defined in the Letter of Credit) of the
Letter of Credit and file the Judgment by Confession.
11. Information
Rights. The Company shall deliver to the Purchaser, at
Purchaser’s request, so long as such Purchaser continues to hold at least one of
the Notes that has not been satisfied in full:
11.1. as
soon as practicable, but in any event within one hundred fifty (150) days after
the end of each fiscal year of the Company, an income statement for such fiscal
year, a balance sheet of the Company and statement of stockholder’s equity as of
the end of such year, and a statement of cash flows for such year, such year-end
financial reports to be in reasonable detail, prepared in accordance with
generally accepted accounting principles (“GAAP”),
and audited and certified by independent public accountants of nationally
recognized standing selected by the Company;
11.2. as
soon as practicable, but in any event within forty-five (45) days after the end
of each of the first three (3) quarters of each fiscal year of the Company, an
unaudited income statement, statement of cash flows for such fiscal quarter and
an unaudited balance sheet as of the end of such fiscal quarter;
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11.3. with
respect to the financial statements called for in Section 11.2, an instrument
executed by the Chief Financial Officer or President of the Company certifying
that such financials were prepared in accordance with GAAP consistently applied
with prior practice for earlier periods (with the exception of footnotes that
may be required by GAAP) and fairly present the financial condition of the
Company and its results of operation for the period specified, subject to
year-end audit adjustment; and
11.4. such
other information relating to the financial condition, business, prospects or
corporate affairs of the Company as the Purchaser or any assignee of the
Purchaser may from time to time request; provided, however, that the
Company shall not be obligated under this Section 11.4 or any other subsection
of this Section 11 to provide information that it deems in good faith to be in
violation of Regulation FD of the Exchange Act, a trade secret or similar
confidential information.
12. Miscellaneous.
12.1. Entire Agreement.
This Agreement, the Notes and the Additional Agreements constitute the entire
understanding and agreement among the parties with regard to the specific
subject matter hereof.
12.2. Successors and
Assigns. Except as otherwise provided herein, the terms and conditions of
this Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. The Company shall not assign
this Agreement without the prior written consent of the Purchaser.
12.3. Governing Law. This
Agreement shall be governed by and construed under the laws of the State of
Illinois as applied to agreements among Illinois residents entered into
and to be performed entirely within the State of Illinois. The
parties hereby submit to the personal jurisdiction of the courts located in Xxxx
County, Illinois.
12.4. Counterparts. This
Agreement may be executed in separate counterparts, each of which will be an
original and all of which taken together shall constitute one and the same
agreement, and any party hereto may execute this Agreement by signing any such
counterpart. Delivery of a copy of this Agreement bearing an original
signature by facsimile transmission or by electronic mail in “portable document
format” form shall have the same effect as physical delivery of the paper
document bearing the original signature.
12.5. Notices. All notices,
requests, demands, claims and other communications hereunder shall be in
writing. Any notice, request, demand, claim or other communication
hereunder shall be deemed duly given if (and then two business days after) it is
sent by registered or certified mail, return receipt requested, postage prepaid,
and addressed to the intended recipient, as set forth below:
If to the Company, to:
0000 Xxxxxxxxx Xxxx, Xxxxx
000
Xxxxxxx, Xxxxxxx
00000
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If to the Purchaser, to:
St. Xxxxxx Investments,
LLC
000 Xxxx Xxxxxx Xxxxx, Xxxxx
000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxx X.
Xxxx
with a copy (not constituting notice)
to:
Xxxxxxx Xxxxxxx Xxxxxxx & Deere,
P.C.
0000 Xxxx Xxxxxxxx Xxxxx, Xxxxx
000
Xxxx Xxxx Xxxx, Xxxx
00000
Attn: Xxxxxxxx X. Xxxxxx
Facsimile: (000) 000-0000
Any party may send any notice, request,
demand, claim or other communication hereunder to the intended recipient at the
address set forth above using any other means (including personal delivery,
expedited courier, messenger service, facsimile, ordinary mail, or electronic
mail), but no such notice, request, demand, claim or other communication shall
be deemed to have been duly given unless and until it actually is received by
the intended recipient or receipt is confirmed electronically or by return
mail. Any party may change the address to which notices, requests,
demands, claims and other communications hereunder are to be delivered by giving
the other party notice in any manner herein set forth.
12.6. Attorneys’
Fees. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement or any document or instrument
contemplated hereby or referred to herein, the prevailing party or parties, as
the case may be, shall be entitled to reasonable attorneys’ fees, costs and
disbursements in addition to any other relief to which such party or parties may
otherwise be entitled.
12.7. Amendments and
Waivers. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and the Purchaser.
12.8. Severability. If
any one or more of the provisions contained herein, or the application thereof
in any circumstance, is held invalid, illegal or unenforceable in any respect
for any reason, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions hereof shall not be in
any way impaired, unless the provisions held invalid, illegal or unenforceable
shall substantially impair the benefits of the remaining provisions
hereof.
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12.9. No Third Party
Beneficiaries. This Agreement is intended for the benefit of the parties
hereto and their respective permitted successors and assigns, and no third party
shall have any rights or interest in this Agreement, the Notes, or the
Additional Agreements. Nothing contained in this Agreement shall be deemed
or construed to create an obligation on the part of the Company or the Purchaser
to any third party, nor shall any third party have a right to enforce against
the Company or the Purchaser any right that the Company or the Purchaser,
respectively, may have under this Agreement.
12.10. Further Assurances.
Each party 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 party may
reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement, the Notes and the Additional Agreements and the consummation
of the transactions contemplated hereby.
12.11. Incorporation of Recitals
and Exhibits. The above Recitals and all Exhibits identified
in or attached to this Agreement are deemed to be incorporated herein by
reference and made a part hereof.
12.12. Definitions. For
purposes of this Agreement, “Person”
shall be construed broadly and shall include an individual, a partnership, a
corporation, a limited liability company, an association, a join stock company,
a trust, a joint venture, an unincorporated organization or a Governmental
Entity; and “Affiliate”
means, with respect to any Person, another Person which directly or indirectly
controls, is controlled by, or is under common control with, the Person
specified.
12.13. WAIVER OF JURY
TRIAL. THE TRANSACTION OF WHICH THIS AGREEMENT IS A PART IS A
COMMERCIAL, AND NOT A CONSUMER, TRANSACTION. EACH OF THE PARTIES
HERETO HEREBY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY AND THE RIGHT
THERETO IN ANY ACTION OR PROCEEDING OF ANY KIND, ARISING UNDER OR OUT OF, OR
OTHERWISE RELATED TO OR OTHERWISE CONNECTED WITH, THIS AGREEMENT AND/OR ANY
RELATED DOCUMENT.
[Remainder
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IN WITNESS WHEREOF, the
parties have executed this Note Purchase Agreement as of the date first above
written.
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COMPANY:
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By:
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Name: Xxxxxx
X Xxxxxxxxx
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Title:
CEO
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PURCHASER:
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ST.
XXXXXX INVESTMENTS, LLC
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By:
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Xxxx
X. Xxxx,
Manager
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ACKNOWLEDGED:
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SW
SIGNAL, INC.
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By: _______________________
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Name: _____________________
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Its: ________________________
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[Signature
Page to Note Purchase Agreement]
EXHIBIT
A
FORM
OF SECURED PROMISSORY NOTE
EXHIBIT
B
FORM
OF CONVERTIBLE PROMISSORY NOTE
EXHIBIT
C
FORM
OF LETTER OF CREDIT
EXHIBIT
D
FORM
OF REGISTRATION RIGHTS AGREEMENT
EXHIBIT
E
FORM
OF JUDGMENT BY CONFESSION
EXHIBIT
F
FORM
OF BOARD RESOLUTION
EXHIBIT
G
FORM
OF FUNDING AND LETTER OF CREDIT AGREEMENT
