ITEM 10.3
CONVERTIBLE LOAN SECURITY AGREEMENT
THIS CONVERTIBLE LOAN SECURITY AGREEMENT, dated as of May 12, 2006, is
entered into by and among GENELINK, INC., a Pennsylvania corporation, having an
address at Newport Financial Center, 000 Xxxxxxx Xxxxxx, Xx. 000, Xxxxxx Xxxx,
Xxx Xxxxxx 00000 (GeneLink, Inc., together with its subsidiaries, including but
not limited to Dermagenetics, Inc., "Borrower"); THE LENDERS signatory hereto
(each a "Lender" and collectively the "Lenders"); FIRST EQUITY CAPITAL
SECURITIES, INC., a Delaware corporation, having an address at 0000 Xxxxxxxx,
Xxxxx 0000, Xxx Xxxx, X.X. 00000, as Administrative Agent for the Lenders (the
"Administrative Agent"); and XXXXX XXXXXX, an individual residing at 000 Xxxx
00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as Collateral Agent for the Lenders
("Collateral Agent").
RECITALS:
A. Borrower, Lenders and the Administrative Agent have entered into that
certain Convertible Secured Loan Agreement, dated as of May 12, 2006 (the "Loan
Agreement;" unless otherwise defined herein, terms defined therein are used
herein as therein defined) pursuant to which Lenders have agreed to make the
Loans in accordance with the terms set forth therein.
B. It is a condition of the making of the Loans that Borrower execute and
deliver this Security Agreement to Collateral Agent and grant the security
interests set forth herein.
C. In order to facilitate the administration of transactions contemplated
by this Security Agreement and the other Loan Documents, the Lenders have agreed
that this Security Agreement shall also constitute an intercreditor agreement
among them.
NOW, THEREFORE, in consideration of the mutual covenants, conditions,
and agreements herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
SECTION 1. GRANT OF SECURITY INTEREST. Borrower hereby grants to Collateral
Agent, for the benefit of the Lenders, a first priority security interest in and
lien on (which security interest and lien shall be continuing), and pledges and
assigns as security to Collateral Agent, all of Borrower's right, title and
interest in and to all of Borrower's real and personal assets, whether tangible
or intangible, now owned or hereafter acquired (collectively, the "Collateral"),
for the purpose of securing, in such order of priority as Collateral Agent shall
elect, all Loans, Interest and other fees, costs and obligations of Borrower
arising from the making of the Loans and the execution and performance of this
Agreement, the Convertible Secured Promissory Notes, dated as of May 12, 2006
and thereafter (the "Notes"), and the other Loan Documents (collectively the
"Indebtedness"). As examples and not as a limitation, the Collateral shall
include:
(a) Cash and Marketable Securities. All cash, cash equivalents and marketable
securities held by or on behalf of Borrower.
(b) Accounts Receivable. All rights to payment, whether or not earned by
performance, including, but not limited to, payment for property or
services sold, leased, rented, licensed, or assigned. This includes any
rights and interests (including all items) which
Borrower may have by law or assignment against any account debtor or
obligor of Borrower.
(c) Raw Materials, Work-in-Process and Inventory. All inventory held for
ultimate sale or lease, or which has been or will be supplied under
contracts of service, or which are raw materials, work in process, or
materials used or consumed in Borrower's business.
(d) Furniture, Fixtures and Equipment. All equipment including, but not limited
to, machinery, vehicles, furniture, fixtures, manufacturing equipment,
computers and office equipment, parts and tools.
(e) Instruments and Chattel Paper. All instruments, including negotiable
instruments and promissory notes and any other writings or records that
evidence the right to payment of a monetary obligation, and tangible and
electronic chattel paper.
(f) Patents and Patent Applications. All the Borrower's right, title and
interest in and to patents and applications for patents, including without
limitation the right to xxx for past infringement and damages therefor, and
licenses thereunder, all as presently existing or hereafter arising or
acquired, including without limitation the patents and applications for
patents listed on Schedule 1 hereto and any divisions, continuations,
continuations-in-part, reissues or corresponding foreign patents and patent
applications.
(g) Other General Intangibles. All other general intangibles including, but not
limited to, tax refunds, copyrights, trademarks, trade secrets, goodwill,
trade names, customer lists, permits and franchises, payment intangibles,
computer programs and all supporting information provided in connection
with a transaction relating to computer programs, and the right to use the
name of Borrower and any subsidiary of borrower.
(h) Documents. All documents of title including, but not limited to, bills of
lading, dock warrants and receipts, and warehouse receipts.
(i) Government Payments and Programs. All payments, rights to payments,
accounts, general intangibles, and benefits including, but not limited to,
the New Jersey Tax Transfer Commitment and all other payments in kind,
deficiency payments, letters of entitlement, warehouse receipts, storage
payments, emergency assistance and diversion payments, production
flexibility contracts, and conservation reserve payments under any
preexisting, current, or future federal or state government program.
(j) Investment Property. All investment property including, but not limited to,
certificated securities, uncertificated securities, securities
entitlements, securities accounts, commodity accounts and financial assets.
(k) Deposit Accounts. All deposit accounts including, but not limited to,
demand, time, savings, passbook, and similar accounts.
(l) Other Contract Rights. All rights of Borrower under contracts with third
parties other than for the payment of money.
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(m) Proceeds. All proceeds, rents, royalties, products, dividends and
distributions arising or resulting from the use, license, lease or sale of
any of the above.
SECTION 2. REPRESENTATIONS OF BORROWER. Borrower represents to the Collateral
Agent and each Lender that:
(a) Validity and Enforceability. This Agreement, the Notes, the Loan Agreement
and each other document and instrument to be delivered by it under or in
respect of any Loan Document have been duly authorized by all necessary
corporate action on the part of Borrower; and when delivered by it
hereunder, each thereof will have been duly executed by it and will
constitute the valid and legally binding obligation of Borrower,
enforceable against it in accordance with its terms except as such
enforceability may be limited by insolvency or similar laws or principles
of equity.
(b) No Conflicts with Contracts or Law. This Agreement, the Notes, the Loan
Agreement and each other document and instrument to be delivered by it
under or in respect of any Loan Document are not inconsistent with the
terms of Borrower's certificate of incorporation or by-laws, and that the
execution, delivery and performance hereof and thereof do not and will not
violate law or breach or result in a material default under any material
agreement to which Borrower (or any subsidiary of Borrower) is a party or
by which any of its (or their) assets are bound.
(c) Priority of Security Interests. Except as set forth in Schedule 2 hereto,
the security interests purported to be created hereby are legal, valid and
perfected first priority security interests on all assets as to which they
are purported to attach.
(d) No Further Steps Necessary to Perfect. Except as set forth in Schedule 3
hereto, no further action is necessary to be taken by Borrower, Collateral
Agent or any other party or governmental or similar authority in order to
perfect any of the security interests purported to be created hereby.
SECTION 3. COVENANTS OF BORROWER
(a) No Sales, Transfers, Liens or Assignments. Except as expressly permitted
under this Agreement or the other Loan Documents, Borrower agrees that it
will not, except in the ordinary course of business, without the prior
written consent of Collateral Agent, (i) sell, assign (by operation of law
or otherwise) or otherwise dispose of any of the Collateral or any interest
in the Collateral other than in the ordinary course of business, or (ii)
create or suffer to exist any lien, security interest, encumbrance or other
charge upon or with respect to any Collateral; it being understood,
however, that, subject to the proviso in Section 7(a) below, Collateral
Agent shall not unreasonably withhold such consent, and shall grant such
consent whenever Collateral Agent is advised by the Administrative Agent
that the Lenders have consented thereto.
(b) Prior Notice. Borrower will give Collateral Agent prior written notice of
any change in its address or the office where it keeps its records
concerning the Collateral.
(c) Defense of Title. Borrower shall, at its expense, defend the Collateral
Agent's right, title and security interest in and to the Collateral against
any and all claims of any entity,
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except to the extent arising out of Collateral Agent's gross negligence or
willful misconduct.
(d) Further Actions. Borrower shall not take or fail to take any action when
reasonably requested by Collateral Agent, or expressly required by the Loan
Documents, to do so which would avoid or limit the impairment of the
validity or enforceability of Collateral Agent's security interest in any
Collateral.
SECTION 4. INDEMNITY. Borrower shall indemnify, defend and hold harmless
Collateral Agent, Administrative Agent and each Lender from and against any and
all claims, losses and liabilities growing out of or resulting from this
Agreement, including, without limitation, (i) enforcement of any right under
this Agreement and (ii) any liability for taxes in respect of income from any
Collateral received by or on behalf of Borrower.
SECTION 5. DEFAULTS; REMEDIES.
(a) Defaults. Each of the following shall constitute a "Default" under this
Agreement:
(i) Administrative Agent shall advise Collateral Agent that an Event of
Default has occurred and is continuing under the Loan Agreement; or
(ii) Borrower shall fail to perform any obligation required hereunder
within ten (10) business days of receiving notice of such failure by the
Collateral Agent; or
(iii) Any representation of Borrower made in Section 2 above shall prove to
have been untrue in any material respect when made.
(b) Remedies. Upon the happening of any Default, Collateral Agent shall have
the right, if such Default shall then be continuing, in addition to all of
the remedies conferred upon Collateral Agent by law or equity or by the
terms of any of the Loan Documents to exercise in respect of the
Collateral, on behalf of the Lenders all of the rights and remedies of a
secured party in default under the Uniform Commercial Code of the State of
New York, and each other State with applicable jurisdiction, then in
effect.
(c) Interim Use of Intellectual Property. Pending appropriate disposition of
the Collateral in accordance herewith, upon the occurrence and during the
continuance of a Default, Collateral Agent shall have the exclusive right,
but not the duty, with respect to all Intellectual Property that is part of
the Collateral, from time to time to enforce or use all or any part of the
Intellectual Property or to grant or issue any exclusive or non-exclusive
license under the Intellectual Property to any third party, upon such terms
as it may in its sole discretion deem commercially reasonable.
SECTION 6. APPOINTMENT OF COLLATERAL AGENT AS ATTORNEY-IN-FACT. Borrower hereby
irrevocably appoints Collateral Agent as Borrower's attorney-in-fact and agent,
said appointment to be irrevocable during the term hereof and to be coupled with
an interest, with full authority in the place and stead of Borrower and in the
name of Borrower, upon the occurrence of a Default and acceleration to take any
action and to execute any instrument which Collateral Agent, in its sole
discretion, may deem necessary to perfect or protect the first priority
perfected security interest created hereby, including, without limitation by
means of executing
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and delivering financing and continuation statements and any extensions,
modifications and refilings thereof, with the right (but not the duty) from time
to time to create, prepare, complete, execute, deliver, endorse or file, in the
name and on behalf of Borrower, any and all instruments, documents, applications
and other agreements and writings required to be obtained, executed, delivered
or endorsed by Borrower to give effect to the matters contemplated by this
Agreement, including, without limitation, pursuant to Section 5(c) above, or
necessary as the secured party after a Default. Borrower hereby ratifies all
that such attorney shall lawfully do or cause to be done by virtue hereof. The
power of attorney granted herein shall terminate upon the payment and
performance of all Indebtedness under the Loan Documents.
SECTION 7. COLLATERAL AGENT.
(a) Appointment of Collateral Agent. By its execution hereof, each Lender
hereby designates and appoints Xxxxx Xxxxxx as its agent to receive on its
behalf the grant of security and assignment of interest in the Collateral
to secure Borrower's repayment of the principal and interest of the Loan
made by such Lender, and all other Indebtedness to such Lender in respect
of its Loan and this Agreement and the other Loan Documents (the "Security
Interest"). By her acceptance hereof, Xxxxx Xxxxxx accepts such designation
and appointment and agrees to act as the agent for each Lender pro rata as
its interest may appear in (i) accepting and holding the Security Interest,
(ii) protecting and defending the Security Interest, (iii) enforcing the
rights conferred upon the Collateral Agent by this Agreement against the
Collateral, and (iv) distributing the proceeds from the realization of such
enforcement among the Lenders according to their respective Sharing
Percentages. For all purposes hereof, each Lender's "Sharing Percentage"
shall initially be the Sharing Percentage set forth next to such Lender's
name on Schedule 1, as amended from time to time, of the Loan Agreement.
Collateral Agent agrees that it will comply with the terms hereof and
exercise reasonable care to assure the safe custody of the Collateral under
its control and in carrying out its other duties under this Agreement;
provided, however, that Collateral Agent may at any time and from time to
time condition its undertaking of any action or executing any document upon
the provision to it by Borrower and/or the Lenders of such assurances or
financial accommodations as it may reasonably determine to be necessary for
the protection of its interest.
(b) Substitution of Collateral Agent. If either (a) Collateral Agent notifies
Borrower and the Administrative Agent that it wishes to resign as
Collateral Agent or (b) Borrower and Administrative Agent notify Collateral
Agent that they jointly wish to replace Collateral Agent with another
entity as such, upon providing reasonable notice in the circumstances
thereof, Collateral Agent shall assign its rights hereunder to a substitute
Collateral Agent, who shall become thereafter "Collateral Agent" hereunder
for all purposes; provided, however, that the indemnity provided by
subsection (c) below shall thereafter be for the full and complete benefit
of both the original Collateral Agent and such substitute Collateral Agent;
and provided further, that if Collateral Agent chooses to resign and
Borrower and Administrative Agent do not jointly designate a successor
Collateral Agent within a reasonable time in the circumstances, the
Administrative Agent shall have the exclusive right to so designate a
substitute; and if Administrative Agent fails to so designate a substitute
willing to accept such assignment, Collateral Agent shall be entitled,
although not obligated, to assign all its rights and obligations hereunder
to Administrative Agent.
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(c) Indemnification of Collateral Agent; Standard of Care. Notwithstanding the
indemnity of Borrower provided hereinabove, each Lender, severally
according to its Sharing Percentage, hereby agrees to indemnify, defend and
hold harmless the Collateral Agent from and against any and all claims,
losses and liabilities growing out of or resulting from this Agreement,
including, without limitation, (i) enforcement of any right under this
Agreement and (ii) any liability for taxes in respect of income from any
Collateral received by or on behalf of Borrower. Collateral Agent shall be
at all times indemnified and be protected hereunder for any action taken or
document executed by her with respect to which she has reason to believe
that she had received the written instruction or approval of the
Administrative Agent or of Lenders with Sharing Percentages of at least
fifty-one percent (51%), except to the extent of her willful misconduct or
gross negligence. This indemnification obligation of Borrower and each
Lender (x) shall survive the termination of the grant of the Security
Interest herein and other termination of this Agreement, (y) is absolute
and unconditional except as expressly set forth herein, and (z) is not
subject to offset or recoupment in any way.
SECTION 8. INTERCREDITOR AGREEMENT. By its execution hereof, each Lender hereby
agrees to and for the exclusive benefit of each other Lender that:
(a) It will not seek to enforce its Loan or Note against the Collateral or
otherwise without providing the other Lenders at least fifteen (15)
business days' prior written notice thereof, and will desist from taking
any enforcement action if so requested in writing by other Lenders with
Sharing Percentages totaling at least 51%; provided, however, that if the
underlying Default with respect to which it sought to enforce its Loan or
Notes is not cured within thirty (30) days after having received such a
desist request, it shall be able to take such enforcement action on its own
behalf as it deems necessary or appropriate.
(b) If any Lender receives from Borrower or any third party any payment in cash
or property in respect of its Loan or Note, whether by direct payment,
enforcement action or otherwise, other than in a distribution which it has
valid reason to believe was made pro rata to all Lenders according to their
respective Sharing Percentages, such Lender shall hold such payment IN
TRUST for all the Lenders and use commercially reasonable efforts to assure
that each Lender receives directly from such Lender or from Borrower or
such third party either additional funds or such portion of the payment
received by such Lender (net of costs of administration thereof) as to
cause each Lender to receive its Sharing Percentage of such payment.
SECTION 9. MISCELLANEOUS.
(a) Notices. Except as otherwise expressly provided herein, any communications,
requests or notices required or appropriate to be given under this
Agreement, whether or not stated herein to be "in writing" or "written",
shall be in writing and either personally delivered, delivered by overnight
courier, or mailed by certified, registered, or express mail, return
receipt requested, deposited in the United States mail postage prepaid,
addressed to the party for whom the notice is intended as follows:
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To Borrower: GENELINK, INC.
Newport Financial Center
000 Xxxxxxx Xxxxxx, Xx. 000
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attn: Xxxxx Xxxxxx, Xx., President
Telephone: 000-000-0000
E-mail: xxxxxxx@xxxxxxxx.xxxx
To Collateral Agent: XXXXX XXXXXX
000 Xxxx 00xx Xxxxxx, Xxx. 000
Xxx Xxxx, Xxx Xxxx 00000
Telephone: 000-000-0000
E-mail: XxxxxXxxxxx0000@xxx.xxx
To Administrative Agent:
FIRST EQUITY CAPITAL SECURITIES, INC.
0000 Xxxxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Telephone: 000-000-0000
E-mail: XXXXXX00@xx.xxx
To each Lender: To their respective address set forth above or as
otherwise notified to the Collateral Agent and the
other Lenders.
These addresses may be changed by notice as provided herein. All notices
shall be deemed to have been received on the earlier of actual receipt (as
evidenced in the case of electronic mail by an electronic receipt message), or,
if given by mail, four (4) business days following the postmark date thereof
unless sent by overnight mail in which event they shall be deemed to have been
received one (1) business day following the date of sending thereof.
(b) No Waivers; Approvals. Any failure by Borrower or Collateral Agent to
insist, or election by either party not to insist, upon the strict
performance of any of the terms and provisions of this Agreement, shall not
be deemed to be a waiver of any of the terms and provisions hereof by such
party, and such party, notwithstanding any such failure(s), shall have the
right thereafter to insist upon the strict performance by the other party
of any and all of the terms and provisions of this Agreement to be
performed by the other party. The parties hereby specifically agree that no
provision of this Agreement can be waived by course of conduct.
(c) Further Assurances.
(i) Borrower agrees that at any time and from time to time, at its expense,
it will promptly execute and deliver all further instruments and documents
and take all further actions as Collateral Agent may reasonably request in
order to perfect and protect any assignment, pledge, lien and security
interest purported to be created hereby or to effectuate the terms of this
Agreement.
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(ii) Borrower hereby authorizes Collateral Agent to file, whether or not a
Default shall have occurred without the signature of Borrower where
permitted by law, one or more financing or continuation statements, and
amendments thereto, relating to the Collateral.
(d) Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the law of the State of New York, except to
the extent the law of another jurisdiction is required to control the
validity, attachment and/or perfection of any security interest granted
hereunder by the choice of law principles of the Uniform Commercial Code of
the State of New York.
(e) Jurisdiction; Service of Process. Borrower irrevocably consents that any
legal action or proceeding against it under, arising out of or in any
manner relating to this agreement may be brought in any court of the State
of New York, County of New York, or in the United States District Court for
the Southern District of New York. Borrower, by the execution and delivery
of this agreement, expressly and irrevocably assents and submits to the
personal jurisdiction of any of such Court in any such action or
proceeding. Each of Borrower, Collateral Agent and the Lenders agrees that
any and all legal action relating to the interpretation or effect of
Agreement based on in personam jurisdiction shall be brought, and
maintained, only in such Courts; it being understood that Collateral Agent
shall have recourse to any competent court to enforce any Security Interest
against any Collateral in rem. The Borrower further irrevocably consents to
the service of any complaint, summons, notice or other process relating to
any such action or proceeding by delivery thereof to it at the address set
forth above or such other address as Borrower shall have theretofore
notified the Collateral Agent in writing or in any other manner permitted
by law. In the event service on Borrower is effected as set forth in the
preceding sentence, Borrower hereby expressly and irrevocably waives any
claim or defense in any such action or proceeding based on any alleged lack
of personal jurisdiction, improper venue, forum non conveniens, or any
similar basis. Borrower shall not be entitled in any action or proceeding
to assert any defense given or allowed under the law of any State other
than the State of New York unless such defense is also given or allowed by
the law of the State of New York.
(f) Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. Where provisions of
any law or regulation resulting in any such prohibition or unenforceability
may be waived they are hereby waived by the parties hereto to the full
extent permitted by law so that this Agreement shall be deemed a valid,
binding agreement, enforceable in accordance with its terms.
(g) Continuing Security Interest; Successors and Assigns; Termination.
(i) This Agreement shall create a continuing security interest in the
Collateral and shall (A) remain in full force and effect until the
satisfaction and repayment of all Obligations shall have occurred, (B) be
binding on and inure to the benefit of Borrower and its permitted
successors and assigns, and (C) with respect to Collateral Agent, be
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binding on and inure, together with all rights and remedies of Collateral
Agent hereunder, to the benefit of, Collateral Agent and her successors,
transferees and assigns. Notwithstanding the foregoing, each of Borrower
and Collateral Agent, as the case may be, may only assign or otherwise
transfer any of its rights hereunder to a party to whom all of its rights
and obligations under the Loan Documents are assigned and provided such
party assumes all of such obligations, and upon such assumption, such other
party shall thereupon become vested with all of the benefits in respect of
each of Borrower and Collateral Agent, as the case may be, herein or
otherwise. Except as provided in the preceding sentence, none of the rights
or obligations of Borrower and Collateral Agent hereunder may be assigned
or otherwise transferred.
(ii) Upon the payment and performance in full of all Indebtedness,
Collateral Agent shall, upon the written request of and at the sole expense
of Borrower, deliver the Collateral under her control to Borrower (together
with all documents reasonably requested by Borrower to transfer the
Collateral under her control to Borrower and to terminate any instrument of
record confirming the Borrower's rights in the Collateral under her
control).
(h) Cross-Default. Any Default under this Agreement shall be deemed to be an
Event of Default under each of the other Loan Documents, entitling
Collateral Agent, subject to the express restrictions, if any, contained
therein, to exercise any or all remedies available to Collateral Agent
under the terms of any or all such Loan Documents in accordance with the
terms of such documents.
(i) Survival. All of the representations, warranties, terms, covenants,
agreements and conditions contained in this Agreement shall specifically
survive the execution and delivery of this Agreement and the other Loan
Documents and shall, unless otherwise expressly provided, continue in full
force and effect until the Loan, together with Interest thereon, and all
other costs, charges and other sums payable hereunder or thereunder, are
paid in full.
(j) Counterparts. This Agreement may be executed in any number of counterparts
each of which shall be deemed an original but all of which together shall
constitute a single instrument.
(k) Entire Agreement. This Agreement and the documents referred to herein
constitute the entire agreement between the parties hereto as to the
matters contemplated herein and therein and this Agreement may not be
modified or amended in any manner other than by written agreement executed
by the parties against whom enforcement of such modification or amendment
shall be sought.
(l) No Release; Waiver or Election of Remedies. Anything in this Agreement to
the contrary notwithstanding, (i) the exercise by the Collateral Agent of
any of her rights hereunder shall not release the Borrower from its
obligations under the Loan Documents, nor shall it constitute an election
of remedies by Collateral Agent or a waiver by the Collateral Agent of any
of her rights and remedies under the Loan Documents, and (ii) the
Collateral Agent shall not be obligated to perform any of the obligations
or duties of the Borrower hereunder or to take any action to collect or
enforce any claim for payment assigned hereunder.
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(m) Attorneys' Fees. Except in the event that Borrower prevails in any action
brought as a result of the failure by Borrower to make any payment required
under the Loan Documents or any Event of Default by Borrower, Borrower
agrees to pay (i) all reasonable costs and expenses of collection incurred
by Lender, in addition to principal and Interest (including, without
limitation, reasonable attorneys' fees and disbursements); and (ii) all
reasonable costs and expenses incurred in connection with (A) the
execution, administration, enforcement or attempted enforcement of this
Note or any of the other Loan Documents and/or (B) the protection of or
realization of any collateral and/or (C) any of Lender's collection
efforts, whether or not a suit on this Note and/or on any of the other Loan
Documents or any foreclosure proceeding is commenced; and all such
reasonable costs and expenses shall be payable five (5) days after demand
(and shall be paid with interest thereon at the Involuntary Rate from the
date of demand) and also shall be secured by all collateral at any time
held by Lender as security for Borrower's obligations to Lender.
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IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed as
of the day and year first above written.
GENELINK, INC.
By: /s/ Xxxxx X. Xxxxxx, Xx.
------------------------------------
Its: Acting Chief Executive Officer
XXXXX XXXXXXX, INC.
By: /s/ Xxxxx Xxxxx
---------------------------------
Its: President
XXXXXX XXXXXXXX
/s/ Xxxxxx Xxxxxxxx
-------------------------------------
XXXXXXX X. XXXXXX XX.
/s/ Xxxxxxx Xxxxxx, Xx.
-------------------------------------
XXXXX XXXXXXXXX
/s/ Xxxxx Xxxxxxxxx
-------------------------------------
STRANCO INVESTMENTS, LTD.
By: /s/ Gazwa Xxxxxx
---------------------------------
Its: Director
XXXXXXX X. XXXXXX
/s/ Xxxxxxx X. Xxxxxx
-------------------------------------
XXXXXXX CAPITAL MANAGEMENT, INC.
By: /s/ Xxxxx Xxxxxxx
---------------------------------
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XXXXXX XXXXXX
/s/ Xxxxxx Xxxxxx
-----------------------------------------
WABA VENTURES LTD
/s/ Xxxxxxxx Xxxxxxx
-----------------------------------------
COLLATERAL AGENCY ACCEPTED AND AGREED TO:
/s/ Xxxxx Xxxxxx
-----------------------------------------
XXXXX XXXXXX
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