EXHIBIT 4.89
BRIDGE LOAN AGREEMENT
THIS BRIDGE LOAN AGREEMENT, dated as of October 31, 2006, is
entered into by and between BRILLIANT TECHNOLOGIES CORPORATION, a Delaware
corporation with headquarters located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
(the "Company"), and the entity named on an executed counterpart of the
signature page hereto (the "Buyer").
WITNESSETH:
WHEREAS, the Company and the Buyer are executing and delivering
this Agreement in accordance with and in reliance upon the exemption from
securities registration for offers and sales to accredited investors afforded,
INTER ALIA, by Rule 506 under Regulation D ("Regulation D") as promulgated by
the United States Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "1933 Act"), and/or Section 4(2) of the
1933 Act; and
WHEREAS, the Buyer wishes to lend funds in the amount of the
Purchase Price (as defined below) to the Company, subject to and upon the terms
and conditions of this Agreement and acceptance of this Agreement by the
Company, the repayment of which will be represented by a Promissory Note of the
Company (the "Note"), on the terms and conditions referred to herein; and
WHEREAS, in connection with the loan to be made by the Buyer,
the Company has agreed to issue the Note and the Warrant (as defined below) to
the Buyer;
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
AGREEMENT TO PURCHASE; PURCHASE PRICE.
a. PURCHASE.
(i) Subject to the terms and conditions of this Agreement and
the other Transaction Agreements (as defined below), the Buyer hereby agrees to
loan to the Company the principal amount specified on the Buyer's signature page
of this Agreement (the "Purchase Price").
(ii) The obligation to repay the loan of the relevant Purchase
Price from the Buyer shall be evidenced by the Company's issuance of one or more
Notes to the Buyer in the principal amount of One Hundred Three (103%) of the
Purchase Price paid by the Buyer. Each Note shall be payable on the date which
is the earlier of (i) December 15, 2006, or (ii) the date
c. AUTHORIZED SHARES.
(i) The authorized capital stock of the Company consists of (x)
800,000,000 shares of Common Stock, $0.0001 par value per share, of which
approximately 530,000 are outstanding as of OCT 31, 2006 and (y) 1,000,000
shares of Preferred Stock, $0.001 par value, of which OCT 31, 2005 are
outstanding as of the date hereof.
(ii) There are no outstanding securities which are convertible
into shares of Common Stock, whether such conversion is currently exercisable or
exercisable only upon some future date or the occurrence of some event in the
future.
(iii) All issued and outstanding shares of Common Stock have
been duly authorized and validly issued and are fully paid and non-assessable.
On the Certificate of Incorporation Amendment Filing Date the Company will have
sufficient authorized and unissued shares of Common Stock as would be necessary
to effect the issuance of the Shares upon the exercise of the Warrant.
(iv) On the Certificate of Incorporation Amendment Filing Date
the Shares will be duly authorized by all necessary corporate action on the part
of the Company, and, when issued upon exercise of the Warrant, in accordance
with its terms, will have been duly and validly issued, fully paid and
non-assessable and will not subject the Holder thereof to personal liability by
reason of being such Holder.
d. TRANSACTION AGREEMENTS AND STOCK. This Agreement and each of
the other Transaction Agreements, and the transactions contemplated thereby,
have been duly and validly authorized by the Company, this Agreement has been
duly executed and delivered by the Company and this Agreement is, and the Note,
the Warrant and each of the other Transaction Agreements, when executed and
delivered by the Company, will be, valid and binding agreements of the Company
enforceable in accordance with their respective terms, subject as to
enforceability to general principles of equity and to bankruptcy, insolvency,
moratorium, and other similar laws affecting the enforcement of creditors'
rights generally.
e. NON-CONTRAVENTION. The execution and delivery of this
Agreement and each of the other Transaction Agreements by the Company, the
issuance of the Securities, and the consummation by the Company of the other
transactions contemplated by this Agreement, the Note, the Warrant and the other
Transaction Agreements do not and will not conflict with or result in a breach
by the Company of any of the terms or provisions of, or constitute a default
under (i) the certificate of incorporation or by-laws of the Company, each as
currently in effect, (ii) any indenture, mortgage, deed of trust, or other
material agreement or instrument to which the Company is a party or by which it
or any of its properties or assets are bound, including any listing agreement
for the Common Stock except as herein set forth, or (iii) to its knowledge, any
existing applicable law, rule, or regulation or any applicable decree, judgment,
or order of any court, United States federal or state regulatory body,
administrative agency, or other governmental body having jurisdiction over the
Company or any of its properties or assets,
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(ii) engaging in any type of business practice; or
(iii) engaging in any activity in connection with the purchase or
sale of any security or commodity or in connection with any
violation of federal or state securities laws or federal
commodities laws;
(4) Such Company Control Person was the subject of any order,
judgment or decree, not subsequently reversed, suspended or vacated, of any
federal or state authority barring, suspending or otherwise limiting for more
than 60 days the right of such Company Control Person to engage in any activity
described in paragraph (3) of this item, or to be associated with Persons
engaged in any such activity; or
(5) Such Company Control Person was found by a court of
competent jurisdiction in a civil action or by the CFTC or SEC to have violated
any federal or state securities law, and the judgment in such civil action or
finding by the CFTC or SEC has not been subsequently reversed, suspended, or
vacated.
m. NO UNDISCLOSED LIABILITIES OR EVENTS. To the best of the
Company's knowledge, the Company has no liabilities or obligations other than
those disclosed in the Transaction Agreements or those incurred in the ordinary
course of the Company's business since the Last Audited Date, or which
individually or in the aggregate, do not or would not have a Material Adverse
Effect. No event or circumstances has occurred or exists with respect to the
Company or its properties, business, operations, condition (financial or
otherwise), or results of operations, which, under applicable law, rule or
regulation, requires public disclosure or announcement prior to the date hereof
by the Company but which has not been so publicly announced or disclosed. Except
for the Certificate of Incorporation Amendment, there are no proposals currently
under consideration or currently anticipated TO BE UNDER CONSIDERATION by the
Board of Directors or the executive officers of the Company which proposal would
(x) change the articles or certificate of incorporation or other charter
document or by-laws of the Company, each as currently IN effect, with, or
without shareholder approval, which change would reduce or otherwise adversely
affect the rights and powers of the shareholders of the Common Stock or (y)
materially or substantially change the business, assets or capital of the
Company, including its interests in subsidiaries.
n. NO INTEGRATED OFFERING. Neither the Company nor any OF ITS
AFFILIATES nor any Person acting on its or their behalf has, directly or
indirectly, at any time since ___________ made any offer or sales of any
security or solicited any offers to buy any security under circumstances that
would eliminate the availability of the exemption from registration under
Regulation D in connection with the offer and sale of the Securities as
contemplated hereby.
o. DILUTION. The number of shares issuable upon exercise of the
Warrant may have a dilutive effect on the ownership interests of the other
shareholders (and Persons having the right to become shareholders) of the
Company. The Company's executive officers and directors have studied and fully
understand the nature of the Securities being sold hereby and recognize that
they have such a potential dilutive effect. The board of directors of the
Company
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IN WITNESS WHEREOF, with respect to the Purchase Price specified below,
this Agreement has been duly executed by the Buyer and the Company as of the
date set first above written.
PURCHASE PRICE: $ 250,000.00
BUYER:
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Cambridge Mercantile Corp.
00 Xxxxxxxx Xxxxxx X.
Xxxxxxx, Xxxxxxx X0X 0X0
By:_________________________________
Telecopier No.________________________ (Signature of Authorized Person)
____________________________________
______________________________________ Printed Name and Title
Jurisdiction of Incorporation
or Organization
COMPANY
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BRILLIANT TECHNOLOGIES CORPORATION
By: /s/ Xxxxx Xxxxxxxx
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(Signature of Authorized Person)
Xxxxx Xxxxxxxx, President
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Printed Name and Title
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