AMENDMENT AND WAIVER AGREEMENT
Exhibit
99.2
THIS AMENDMENT AND WAIVER AGREEMENT
(this “Agreement”)
is entered into as of June 1, 2010 by and between WLG Inc., a Delaware
corporation (the “Company”)
and Xxxxxxxxxxx Xxxx (“Xxxx”).
RECITALS
WHEREAS, Wood is the holder of
all of the issued and outstanding shares of the Company’s Series B Convertible
Preferred Stock, $0.001 par value per share (the “Series B
Preferred”) consisting of 1,700,000 shares of Series B
Preferred;
WHEREAS, Wood is the holder of
a 12% promissory note in the aggregate principal amount $600,000, dated July 1,
2008 (the “Note”)
of the Company;
WHEREAS, the Series B
Preferred has an annual dividend rate of 12% per annum and the Note bears
interest at the rate of 12% per annum; and
WHEREAS, Wood and the Company
have agreed to amend certain provisions of the Note to defer principal payments
and reduce interest payments as provided herein; and
WHEREAS, Wood has agreed to a
waive his right to receive a portion of the dividend payment pursuant to the
Series B Preferred;
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agrees as follows:
1. Amendments to the
Note:
(a) Definitions. All
capitalized terms used in this Section 1, but not otherwise defined, shall have
the meanings ascribed to them in the Note.
(b) Amendment to Section 1A of
the Note. Section 1A of the Note is amended by deleting the
current Section 1A and inserting in its place and stead, the following
language:
“A. Subject to
Subsections 1B, 1C and 1D below,
the Principal Amount of this Note shall be due and payable in twelve (12) equal
monthly installments of $50,000 (each an “Installment”). The
first Installment shall be due and payable on December 31, 2011 and, thereafter,
Installments shall be due on the last Business Day (as hereinafter defined) of
each following calendar month. All payments due hereunder shall be
made to the Payee in immediately available funds acceptable to the
Payee. For purposes of this Note, “Business
Day” means any day that is not a Saturday, a Sunday or a day on which
banks are required or permitted to be closed in the State of New
York.”
(c) Amendment to Section
2A of the
Note. Section 2A of the Note is amended by deleting the
current Section 1A and inserting in its place and stead, the following
language:
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“A. Interest Rate. The
outstanding Principal Amount shall bear interest at the rate of twelve (12%)
percent per annum, provided however, that during the period from June 1, 2010 to
December 30, 2011, the interest rate payable pursuant to this Note shall be
0%”.
(d) No Other
Amendments. Except as specifically provided herein, there are
no other amendments to the Note.
2. Waiver of Dividend Payments
under Series B Preferred Shares.
(a) Definitions. All
capitalized terms used in this Section 2, but not otherwise defined, shall have
the meanings ascribed to them in the Certificate of Designations, Preferences
and Rights of Series B Convertible Preferred Stock of WLG Inc. filed with the
Delaware Secretary of State on June 30, 2008 (the “Certificate
of Designation”).
(b) Waiver of
Dividend. Wood hereby agrees to waive its right to receive
cash dividends at the rate of 12% of the Stated Value per share per annum, and
to have unpaid dividends accrue as provided under Section 7 of the Certificate
of Designation for the period from June 1, 2010 to December 31, 2010 (the “Waiver
Period”). Wood hereby further agrees that during the Waiver
Period, the dividend payable pursuant to Section 7 of the Certificate of
Designation shall be reduced to 8% of the Stated Value and for all purposes
during the Waiver Period, any references to dividends in the Certificate of
Designation shall mean an 8% dividend.
(c) No Other
Waivers. Except as specifically provided herein, there are no
other waivers to Wood’s rights under the Certificate of
Designation.
3. Counterparts. This Agreement may be
executed in any number of counterparts and all of such counterparts shall
constitute one agreement, binding on all of the parties hereto. The
parties hereto agree to accept a facsimile transmission copy of their respective
actual signatures as evidence of their actual signatures to this Agreement;
provided, however, that each party who produces a facsimile signature
agrees, by the express terms hereof, to place, promptly after transmission of
his or her signature by fax, a true and correct original copy of his or her
signature in overnight mail to the address of the other
party.
4. Governing Law,
Etc. This Agreement shall be governed by and construed
exclusively in accordance with the internal laws of the State of New York
without regard to the conflicts of laws principles thereof. The parties hereto
hereby irrevocably agree that any suit or proceeding arising directly and/or
indirectly pursuant to or under this Agreement shall be brought solely in a
federal or state court located in the City, County and State of New York. By its
execution hereof, the parties hereby covenant and irrevocably submit to the in
personam jurisdiction of the federal and state courts located in the City,
County and State of New York and agree that any process in any such action may
be served upon any of them personally, or by certified mail or registered mail
upon them or their agent, return receipt requested, with the same full force and
effect as if personally served upon them in New York City. The parties hereto
expressly and irrevocably waive any claim that any such jurisdiction is not a
convenient forum for any such suit or proceeding and any defense or lack of in
personam jurisdiction with respect thereto. In the event of any such action or
proceeding, the party prevailing therein shall be entitled to payment from the
other party hereto of its reasonable counsel fees and
disbursements.
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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and delivered as
of the day and year first above written.
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By:
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/s/ Xxxxxxxxxxx Xxxx
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Name: Xxxxxxxxxxx
Xxxx
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Title: Chairman
of the Board of Directors
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/s/ Xxxxxxxxxxx Xxxx
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Xxxxxxxxxxx
Xxxx
(individually)
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