REAFFIRMATION AND RATIFICATION AGREEMENT
Exhibit
10.1
August
26, 2008
LVAdministrative
Services, Inc.
000
Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Ladies
and Gentlemen:
Reference
is hereby made to each of the (i) Securities Purchase Agreement, dated February
29, 2008, between Retail Pro, Inc. (the "Company"), Valens
Offshore SPV II, Corp. ("Valens") and LV
Administrative Services, Inc., as administrative and collateral agent for the
Valens (the "Agent" and together
with Valens, collectively, the "Creditor Parties") (as amended, modified or
supplemented from time to time, the "Purchase
Agreement"); (ii) Secured Term Note dated February 29, 2008, issued by
the Company in favor of Valens, in the aggregate principal amount of $2,500,000
(as amended, modified or supplemented from time to time, the "Note"); (iii)
Common Stock Purchase Warrant (as amended, modified or supplemented from time to
time, the "Warrant"), dated
February 29, 2008, issued by the Company to Valens granting Valens the right to
purchase 15,000,000 shares of the Common Stock; (iv) Master Security Agreement
(as amended, modified or supplemented from time to time, the "Security Agreement"), dated
February 29, 2008, by and among the Agent, the Company and its subsidiaries,
Page International Incorporated ("Page"), IP Retail Technologies International,
Inc. ("IPRetail"), and Sabica Ventures, Inc.
("Sabica" and
together with Page and IP Retail, the "Subsidiaries"); (v)
Funds Escrow Agreement (the "Escrow Agreement"),
dated June 30, 2005, by and among the Valens, the Company and Loeb & Loeb
LLP ("Loeb"); (vi) Stock Pledge Agreement dated February 29, 2008, by and among
the Agent, the Company and the Subsidiaries (as amended, modified or
supplemented from time to time, the "Pledge Agreement"); and
(vii) Subsidiary Guarantee, dated February 29, 2008, issued by each of the
Subsidiaries to the Creditor Parties (as amended, modified or supplemented from
time to time, the "Subsidiary
Guarantee"). The documents referred to in each of the preceding clauses
(i) through (vii) are collectively referred to herein as the "Existing Security and
Guaranty Agreements".
To induce
Valens to provide additional financial accommodations to the Company evidenced
by (i) that certain Amended and Restated Secured Term Note, dated the date
hereof, made by the Company in favor of Valens (as amended, modified or
supplemented from time to time, the "Amended and Restated Term
Note"), and (ii) that certain Funds Escrow Agreement, dated the date
hereof, by and among Valens, the Company and Loeb (the "August Escrow Agreement" and
together with the Amended and Restated Term Note and the documents, instruments
and agreements entered into in connection therewith, collectively, the "Amendment Documents") each of
the Company, Page, IP Retail and Sabica hereby jointly and
severally:
(a) represents and
warrants to the Creditor Parties that it has reviewed and approved the terms
and provisions of the Amendment Documents;
(b) acknowledges,
ratifies and confirms that all indebtedness incurred by, and all other
obligations and liabilities of, each of the Company, Page, IP Retail and Sabica
under the Amendment Documents are (i) "Obligations" under, and as defined in the
Subsidiary Guaranty, (ii) "Obligations" under, and as defined in, the Master
Security Agreement and (iii) "Obligations" under, and as defined in, the Stock
Pledge Agreement;
(c) acknowledges,
ratifies and confirms that each of the Amendment Documents are "Documents"
under, and as defined in, each of the Subsidiary Guaranty, the Master Security
Agreement and the Stock Pledge Agreement ;
(d) acknowledges,
ratifies and confirms that all of the terms, conditions, representations and
covenants contained in the Existing Security and Guaranty Agreements are in full
force and effect and shall remain in full force and effect after giving effect
to the execution and effectiveness of each of the Amendment
Documents;
(e) represents
and warrants that no offsets, counterclaims or defenses exist as of the date
hereof with respect to any of the undersigned's obligations under any Existing
Security and Guaranty Agreement; and
(f) acknowledges,
ratifies and confirms the grant by each of the Company, Page, IP Retail and
Sabica to Agent of a security interest in the assets of (including the equity
interests owned by) each of the Company, Page, IP Retail and Sabica,
respectively, as more specifically set forth in the Existing Security and
Guaranty Agreements.
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remainder of this page is intentionally left blank]
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This
letter agreement shall be governed by and construed in accordance with the laws
of the State of New York.
| Very truly yours, | |
| RETAIL PRO, INC. | |
|
By:/s/ Xxxxxx
Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: CEO
|
|
| PAGE DIGITAL INCORPORATED | |
|
By:/s/ Xxxxxx
Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: CEO
|
|
|
IP RETAIL
TECHNOLOGIES
INTERNATIONAL, INC.
|
|
|
By:/s/ Xxxxxx
Xxxxxxxxx
Name: Xxxxxx
Xxxxxxxxx
Title: CEO
|
|
| SABICA VENTURES, INC. | |
|
By:/s/ Xxxxxx
Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: CEO
|
|
| ACKNOWLEDGED: | |
|
VALENS
OFFSHORE SPV II, CORP.
By:
Valens Capital Management, LLC
its
investment manager
|
|
| By:/s/ Xxxxxxx
Xxxxx
Name:
Xxxxxxx Xxxxx
Title:
Authorized Signatory
|
3
This
letter agreement shall be governed by and construed in accordance with the laws
of the State of New York.
| Very truly yours, | |
|
By:
Name:
Title:
|
|
| PAGE DIGITAL INCORPORATED | |
|
By:
Name:
Title:
|
|
|
IP RETAIL
TECHNOLOGIES
INTERNATIONAL, INC.
|
|
|
By:
Name:
Title:
|
|
| SABICA VENTURES, INC. | |
|
By:
Name:
Title:
|
|
| ACKNOWLEDGED: | |
|
VALENS
OFFSHORE SPV II, CORP.
By: Valens Capital Management, LLC
its investment manager
|
|
|
By: /s/Xxxxxxx
Xxxxx
Name: Xxxxxxx Xxxxx
Title: Authorized Signatory
|
|
|
LV
ADMINISTRATIVE SERVICES, INC.
as Agent
|
|
|
By: /s/ Xxxxxxx
Xxxxx
Name: Xxxxxxx
Xxxxx
Title: Authorized Signatory
|
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