Form of Reduction of Purchase Price Agreement, dated as of July 3, 2008, by and between iDNA, Inc., Steven Campus, the Campus Family 2000 Trust and the Trust Established Under the Will of Nancy Campus.
EXHIBIT
10.1
Form
of
Reduction of Purchase Price Agreement, dated as of July 3, 2008, by and between
iDNA, Inc., Xxxxxx Campus, the Campus Family 2000 Trust and the Trust
Established Under the Will of Xxxxx Campus.
Reference
is made to a certain Stock Purchase Agreement (the “Stock
Purchase Agreement”),
dated
as of July 31, 2003, by and among iDNA, Inc. (“iDNA”),
a
Delaware corporation previously named National Auto Credit, Inc., Xxxxxx Campus
(“Campus”),
the
Campus Family 2000 Trust
(the
“Family
Trust”)
and
the
Trust Established Under the Will of Xxxxx Campus (the “Shelter
Trust”
and,
collectively with the Family Trust, the “Trusts”
and
each as a “Trust”;
and
the Trusts and Campus are herein referred to collectively as the “Stockholders”
and
each as a “Stockholder”).
Pursuant to and as provided in the Stock Purchase Agreement, iDNA (a) purchased
from the Stockholders all of the issued and outstanding shares of capital stock
of each of Campus
Group Companies, Inc. (“CGCI”),
Multi-Video Services,
Inc.
(“Multi-Video”),
Interactive Conferencing Network, Inc.
(“Interactive”)
and
Audience Response Systems, Inc. (“ARSI” and,
collectively with CGCI, Multi-Video, Interactive and ARSI, the “Campus
Corporations”)
and
(b)
in consideration for the acquisition of such shares of capital stock, made
a
cash payment to the Stockholders and issued to the Stockholders certain
Promissory Notes (as defined in the Stock Purchase Agreement) for the balance
of
the purchase price therefor.
iDNA
and
the Stockholders (collectively, the “Parties”
and
each a “Party”)
agree
that the operating results and financial contributions of the Campus
Corporations have not met the Parties’ mutual expectations and have not
permitted amortization of the Promissory Notes on the time schedule originally
anticipated. As a consequence of the foregoing, iDNA and the Stockholders have
agreed, as set forth more fully below, to restructure the Promissory Notes
and
other financial matters contemplated by the Stock Purchase Agreement through
a
combination of (i) an adjustment of the Purchase Price (as defined in the Stock
Purchase Agreement) and a corresponding reduction in the outstanding amount
of
the Promissory Notes and (ii) the issuance to the Stockholders of certain shares
of iDNA common stock (the “Common
Stock”),
par
value $0.05 per share, in full satisfaction of amounts outstanding under the
Promissory Notes as so reduced, subject, however, to the obligation of iDNA
(under certain circumstances) to redeem such shares from the Stockholders and
the right of the Stockholders (under certain circumstances) to put such shares
back to iDNA.
Capitalized
terms that are defined in the Stock Purchase Agreement and are used herein
shall
(unless otherwise defined herein) when used herein have the respective meanings
ascribed to such terms in the Stock Purchase Agreement.
1. Reduction
of the Purchase Price.
The
Parties agree that (a) the Purchase Price is reduced to a remaining balance
of
three hundred and seventy-five thousand dollars ($375,000) (the “Purchase
Price Balance”)
and
(b) an aggregate of six million, eight hundred sixty-four thousand, six hundred
seventy-six dollars and twenty-six cents ($6,864,676.26) has heretofore been
paid for and on account of the Purchase Price and related rental and other
compensation (as more particularly set forth in Exhibit
A
attached
hereto). The Parties further agree that, inasmuch as the Promissory Notes were
intended to represent iDNA’s obligation to pay the unpaid portion of the
Purchase Price, the aggregate outstanding amount of the Promissory Notes is
reduced to an amount equal to the Purchase Price Balance (as more particularly
set forth in Exhibit
B
attached
hereto). The Promissory Notes are modified and amended so that the outstanding
principal amounts thereof are reduced to the respective amounts provided in
the
immediately preceding sentence, and the Promissory Notes as so modified and
amended are hereinafter referred to as the “Amended
Promissory Notes.”
2
(a) Issuance
of Shares upon Surrender of Promissory Notes.
Within
ten (10) days following the date hereof, the Stockholders shall surrender and
deliver to iDNA each and all of the Promissory Notes, marked cancelled, and
upon
receipt of such Promissory Notes, iDNA shall, in full payment, discharge and
satisfaction of the Amended Promissory Notes, (i) issue to the Stockholders
an
aggregate of two million five hundred thousand (2,500,000) shares of the Common
Stock (the “Issued
Shares”),
with
the Issued Shares to be allocated among the Stockholders in such respective
amounts as may be specified in written instructions given by the Stockholders
to
iDNA, and (ii) as provided in Section
3
below,
(y) assume certain obligations to redeem or repurchase from the Stockholders
their Issued Shares and (z) grant to the Stockholders certain rights to put
the
Issued Shares to iDNA.
(b) Valuation
of Consideration.
The
Parties agree that value of the Issued Shares is three hundred and seventy-five
thousand dollars ($375,000). Accordingly, upon the issuance of the Issued Shares
to the Stockholders as contemplated above, the Purchase Price Balance shall
be
paid, discharged and satisfied in full, and no additional amount (whether
pursuant to the Promissory Notes or otherwise) shall be payable by iDNA on
account of or with respect to the Purchase Price.
(c) Payment
of Rent.
Simultaneously with the issuance of the Issued Shares as contemplated under
Section
2(a)
above,
iDNA
will
pay $75,000 to the Campus Family 2000 Trust as a reduction of $172,500 of rent
arrearages due with respect to the Tuckahoe Lease and the Bohemia Lease, and
thereafter on each of August 15, 2008,
October 15, 2008 and December 15, 2008, iDNA will pay $32,500 to the Campus
Family 2000 Trust in further reduction of such rent arrearages. iDNA shall,
in
addition to the foregoing commitment, assure that all rent (other than such
rent
arrearages) payable to the Campus Family 2000 Trust with respect to the Tuckahoe
Lease and the Bohemia Lease is current as of July 1, 2008.
(a) Resale:
(i) At
any
time subsequent to the receipt of the Issued Shares, the Stockholders may sell,
transfer or otherwise dispose of the Issued Shares or any portion thereof to
unaffiliated third parties upon at least 5 days’ written notice to iDNA. If any
Issued Shares are sold, redeemed (as discussed below), transferred or otherwise
disposed by any Stockholder, then such Stockholder shall, within thirty (30)
days following the consummation of such sale, redemption, transfer or other
disposition, provide to iDNA in writing an accounting of such sale, redemption,
transfer or other disposition, and such Issued Shares shall no longer be subject
to redemption by, or to be put to, iDNA (any such Issued Shares are hereinafter
referred to as “Sold
Shares”).
In
addition, once any Issued Shares are sold, redeemed, transferred or otherwise
disposed of, the Stockholders may not repurchase shares of Common Stock or
otherwise acquire securities issued by iDNA without iDNA’s express written
consent, and no such “reacquired shares” shall be considered Issued Shares,
shall be subject to redemption by, or to be put to, iDNA or shall be otherwise
subject to the terms of this Agreement.
Stockholders may transfer Issued Shares between and amongst themselves without
restriction and such transfers shall not deemed or considered Sold Shares for
the purposes of this Section
3(a).
3
(ii) iDNA
may
assist the Stockholders from time-to-time to sell some or all of the Issued
Shares. To the extent any Stockholder declines to accept any bona
fide
offer
(whether such offer is the consequence of any assistance from iDNA or otherwise)
to purchase any Issued Shares at a price per Issued Share equal to or greater
than the Set Price (as hereinafter defined), any Issued Shares he or it has
so
declined to sell (any such Issued Shares are hereinafter referred to as
“Precluded
Shares”)
shall
not be considered to be Issued Shares, shall not be subject to redemption by,
or
to be put to, iDNA and shall not be otherwise subject to the terms of this
Agreement. Such Precluded Shares, if any, shall be deemed sold and the related
bona
fide offer
amount applied for the purposes of the calculation outlined in Section
3(c)(iv).
(b) Offer
to Redeem Issued Shares:
Within
105 days after each Fiscal Period (as hereinafter defined), iDNA shall offer
to
redeem from each Stockholder his or its pro
rata
portion
of the Issued Shares (exclusive of any Sold Shares, Precluded Shares or Declined
Shares (as hereinafter defined)) as follows:
(i)
Within
105 days after each of the periods set forth in the first column of the
following table (each such period, a “Fiscal
Period”),
(subject, however, to clause
(ii)
below)
iDNA shall offer to apply to the redemption of Issued Shares (exclusive of
any
Sold Shares, Declined Shares or Precluded Shares) an amount equal to the
excess
(if any)
of (A) the Adjusted EBITDA of the Campus Corporations for the period from August
1, 2008 through the end of such Fiscal Period over
(B) of
the sum of (I) the amount set forth after such Fiscal Period in the second
column of the following table plus
(II) the
aggregate amount (if any) that theretofore has been applied (or has been deemed
to be applied) by iDNA to redemption of Issued Shares (exclusive of any Sold
Shares, Declined Shares or Precluded Shares) pursuant to this Section
3(b).
|
Fiscal
Period
|
Threshold Adjusted
EBITDA
|
|||
|
Six-month
period ending January 31, 2009
|
$
|
500,000
|
(1)
|
|
|
Six-month
period ending July 31, 2009
|
$
|
1,000,000
|
||
|
Six-month
period ending January 31, 2010
|
$
|
1,500,000
|
||
|
Six-month
period ending July 31, 2010
|
$
|
2,000,000
|
||
|
Six-month
period ending January 31, 2011
|
$
|
2,500,000
|
||
|
Six-month
period ending July 31, 2011
|
$
|
3,000,000
|
||
|
Six-month
period ending January 31, 2012
|
$
|
3,500,000
|
||
|
Six-month
period ending July 31, 2012
|
$
|
4,000,000
|
||
|
Six-month
period ending January 31, 2013
|
$
|
4,500,000
|
||
|
Six-month
period ending July 31, 2013
|
$
|
5,000,000
|
||
(1)
The
Offer to Redeem Issued Shares, pursuant to the terms above for the first Fiscal
Period ending January 31, 2009, if any, shall be made no earlier than July
31,
2009 (rather than 105 days after January 31, 2009).
4
By
way of
example only,
· If
the
Adjusted EBITDA of the Campus Corporations for the period from August 1, 2008
through January 31, 2009 were $1,000,000, then iDNA shall offer to apply
$500,000 to redeem Issued Shares (exclusive of any Sold Shares, Precluded Shares
or Declined Shares).
· If
the
Adjusted EBITDA of the Campus Corporations for the period from August 1, 2008
through January 31, 2009 were $1,000,000 and the Adjusted EBITDA of the Campus
Corporations for the period from February 1, 2009 through July 31, 2009 were
$400,000 (resulting in the Adjusted EBITDA of the Campus Corporations for the
period from August 1, 2008 through July 31, 2009 being an aggregate of
$1,400,000), then iDNA shall not be required to offer to apply any additional
amount to redeem Issued Shares (exclusive of any Sold Shares, Precluded Shares
or Declined Shares).
· If
the
Adjusted EBITDA of the Campus Corporations for the period from August 1, 2008
through January 31, 2009 were $1,000,000, the Adjusted EBITDA of the Campus
Corporations for the period from February 1, 2009 through July 31, 2009 were
$400,000 and the Adjusted EBITDA of the Campus Corporations for the period
from
August 1, 2009 through January 31, 2010 were $800,000 (resulting in the Adjusted
EBITDA of the Campus Corporations for the period from August 1, 2008 through
January 31, 2010 being an aggregate of $2,200,000), then iDNA shall offer to
apply an additional $200,000 to redeem Issued Shares (exclusive of any Sold
Shares, Precluded Shares or Declined Shares).
(ii)
If
during
any Fiscal Period iDNA has repaid in full and not refinanced its Term Loan
with
Xxxxx Advisors, L.P. (as defined in iDNA Annual Reports as issued to
shareholders), then (notwithstanding anything contained in the preceding
clause
(i)
to the
contrary) within 105 days after the end of each Fiscal Period thereafter
occurring (any such Fiscal Period, a “Subsequent
Fiscal Period”)
iDNA
shall offer to apply to the redemption of Issued Shares (exclusive of any Sold
Shares, Precluded Shares or Declined Shares) an amount equal to the excess
(if any)
of (A) the Adjusted EBITDA of the Campus Corporations for the period from August
1, 2008 through the end of such Subsequent Fiscal Period over (B) the sum of
(i)
the amount set forth after such Subsequent Fiscal Period in the second column
of
the above table (provided,
however,
that
for these purposes the amount set forth in such second column shall be deemed
to
have been amended so that the amount contained therein for each Subsequent
Period shall be $375,000 (rather than $500,000) greater than the amount set
forth in such column for the immediately prior Fiscal Period (whether or not
such prior Fiscal Period is a Subsequent Fiscal Period)) plus
(ii) the
aggregate amount (if any) that theretofore has been applied (or has been deemed
to be applied) by iDNA to redemption of Issued Shares pursuant to this
Section
3(b).
(iii) Any
redemption of Issued Shares contemplated by the foregoing clause
(i)
or
(ii)
shall be
made at a price per Issued Share equal to $2.00, as such amount may be adjusted
on account of stock dividends, stock splits, reverse stock splits and similar
events (such amount, as it may be so adjusted from time to time, the
“Set
Price”).
5
(iv) Any
offer
contemplated by the foregoing clause
(i)
or
(ii)
shall be
made in writing, shall specify the aggregate amount that iDNA is offering to
apply to the redemption of Issued Shares (exclusive of any Sold Shares,
Precluded Shares or Declined Shares) and the number of Issued Shares that can
be
redeemed by iDNA with such aggregate amount and shall be given to the
Stockholders in accordance with Section
5(a).
Any
such offer shall constitute an offer by iDNA to redeem from each Stockholder
its
or his pro
rata
share
(determined on the basis of the relative number of Issued Shares (exclusive
of
any Sold Shares, Precluded Shares or Declined Shares) owned of record by the
respective Stockholders as of the close of business on the Business Day next
preceding the date such offer is given) of such number of Issued Shares. If
any
Stockholder desires to accept such offer, it shall so advise iDNA by written
notice given to iDNA within [ten (10)] days of such Stockholder’s receipt of the
offer from iDNA, which notice shall specify the number of Issued Shares
(exclusive of any Sold Shares, Precluded Shares or Declined Shares) that such
Stockholder has elected to have redeemed by iDNA. If any Stockholder elects
to
accept such offer, then within [fifteen (15)] days following its receipt of
notice of such election given by such Stockholder as provided above, iDNA shall
make payment (against receipt of stock certificates surrendered to iDNA at
its
principal executive offices for the Issued Shares being redeemed) to such
Stockholder for the Issued Shares such Stockholder has elected to have redeemed
by iDNA, with such payment to be made by certified check, by wire transfer
or
otherwise in immediately available funds. In the event any Stockholder does
not
accept iDNA’s offer to redeem any Issued Shares, such Issued Shares shall be
deemed to be “Declined
Shares,”
iDNA
shall thereafter have no obligation to redeem such Issued Shares pursuant to
this Section
3(b)
or to
repurchase such Issued Shares pursuant to Section
3(c)
below
and iDNA shall be deemed to have applied in redemption of Issued Shares the
amount it would have applied if such offer had been accepted in full.
(c) Put
Right:
(i) Each
Stockholder shall have the right, subject to the following provisions of this
Section
3(c),
to put
to iDNA, and require iDNA to purchase from it or him, any or all of its or
his
Issued Shares
(exclusive of any Sold Shares, Precluded Shares or Declined Shares) at a price
per Issued Share equal to the Set Price (such right, the “Put
Right”).
(ii) If
any
Stockholder desires to exercise the Put Right, it or he shall do so by giving
iDNA written notice to such effect during the period October 31, 2013 through
November 15, 2013, which notice shall specify the number of Issued Shares
(exclusive
of any Sold Shares, Precluded Shares or Declined Shares) that are owned of
record by such Stockholder and with respect to which such Stockholder is
exercising the Put Right.
(iii) If
any
Stockholder gives notice of its or his exercise of the Put Right as provided
above, then (subject to clause
(iv)
below)
within fifteen (15) days following such exercise, iDNA shall make payment
(against receipt of stock certificates surrendered to iDNA at its principal
executive offices for the Issued Shares being repurchased) to such Stockholder
for the Issued Shares such Stockholder has elected to have repurchased by iDNA,
with such payment to be made by certified check, by wire transfer or otherwise
in immediately available funds.
6
(iv) Notwithstanding
anything contained herein to the contrary, the Put Right shall not be
exercisable if one or more of the Stockholders shall have received [(or be
deemed to have received)] aggregate consideration of at least five million
dollars ($5,000,000) on account of or with respect to the sale, transfer,
redemption or other disposition of some or all of the Issued Shares.
(v) In
the
event that the Put Right is exercised, iDNA shall have up to one hundred and
eighty (180) days to consummate a sale or other disposition of the Campus
Corporations (or all or substantially all of the business and assets thereof)
and use the net proceeds from such sale or other disposition to repurchase
or be
applied to repurchase the Issued Shares. In the event the aggregate amount
required to be paid under this Section
3(c)
for the
repurchase of any Issued Shares exceeds the amount of the net proceeds derived
from such sale or other disposition, such excess shall be payable to the
Stockholders in twenty-four (24) equal monthly installment to repurchase those
Issued Shares that cannot be repurchased with such net proceeds.
(d) Security
for Obligations. Upon
consummation of this agreement in order to secure the performance of its
obligations under Section
3
above
(such obligations, collectively, the “Secured
Obligations”),
(i)
iDNA agrees to, and hereby does, pledge to the Stockholders all of iDNA’s right,
title and interest in and to all of the capital stock of the Campus Corporations
held by iDNA, (ii) iDNA shall cause each Campus Corporation to enter into a
guaranty of the Secured Obligations (with such guaranty to be in such form
and
substance as the Stockholders may reasonably request) and (iii) iDNA shall
cause
each Campus Corporation to enter into a security agreement pursuant to which
such Campus Corporation grants to the Stockholders a perfected first priority
security interest in all of its assets to secure its guaranty (with such
security agreement to be in such form and substance as the Stockholders may
reasonably request). iDNA further agrees and covenants, in order to more fully
confirm and evidence such pledge, to execute and deliver to the Stockholders
a
pledge agreement in such form and substance as the Stockholders may reasonably
request (with it being agreed and understood that a pledge agreement that is
in
the form and substance of the Pledge Agreement, subject to modification to
reflect the foregoing agreement, shall be deemed to be reasonable). It is
further agreed and understood that a guaranty that is in the form and substance
of the Surety Agreement, subject to modification to reflect the foregoing
agreement, shall be deemed to be reasonable, and that a security agreement
that
is in the form and substance of the Security Agreement, subject to modification
to reflect the foregoing agreement, shall be deemed to be
reasonable.
4. Continued
Exercise of Management Control.
Campus
shall continue to have the authority to manage the business and affairs of
the
Campus Corporations as contemplated by, but subject to the terms and condition
of, the employment agreement (Exhibit C) until the
earliest to occur of (i) the redemption of all Issued Shares (exclusive of
any
Sold Shares, Precluded Shares or Declined Shares) pursuant to Section
3(a),
(ii)
the lapse of the Put Right without it having been exercised or (iii) the
fulfillment of iDNA’s obligations, inclusive of the sale of the Campus
Corporations, under Section
3(c)
if the
Put Right is timely exercised.
7
(a) Notices.
All
notices and other communications required or provided for hereunder shall be
in
writing and shall be sufficiently given if given a provided in Section 10.2
of
the Stock Purchase Agreement and shall be deemed to have been duly given as
such
time as provided under such Section 10.2.
(b) Severability.
The
provisions of this Agreement shall be deemed severable, and the invalidity
or
unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Agreement or any of the other terms or provisions
hereof. Furthermore, in lieu of any such invalid or unenforceable term or
provision, the Parties intend that there shall be added, as a part of this
Agreement, a provision as similar in terms to such invalid or unenforceable
provision as may be possible and be valid and enforceable.
(c) Integration.
This
Agreement constitutes the entire agreement, and supersedes all other prior
agreements, representations, warranties and undertakings, both written and
oral,
among the Parties with respect to the subject matter hereof.
(d) No
Third Party Beneficiaries.
This
Agreement is not intended to confer upon any other person or entity any rights
or remedies hereunder.
(e) Assignment.
This
Agreement shall not be assigned by operation of law or otherwise, and any effort
or attempt of any Party to assign this Agreement without the prior written
consent of the other Parties shall be null and void and of no force or effect.
iDNA’s consent to assignments, if any, between and among the Shareholders shall
not be unreasonably withheld.
(f) Further
Assurances.
Upon
the request of any Party, the other Parties shall execute and deliver such
instruments, documents and other writings as may be reasonably necessary or
desirable to confirm and carry out, and to effectuate fully, the intent and
purposes of this Agreement.
(g) Binding
Effect; Assignment.
This
Agreement shall be binding upon and be enforceable against the Parties and
their
respective heirs, administrators, legal representatives, successors and assigns
and shall inure to the benefit of and be enforceable by the Parties and their
respective heirs, administrators, legal representatives, successors and
permitted assigns.
(h) Amendment.
This
Agreement may not be amended except by an instrument in writing approved by
the
Parties and signed on behalf of each of the Parties.
(i) Non-Waiver.
Failure
to insist upon strict compliance with any of the terms, covenants or conditions
hereof shall not be deemed a waiver of such term, covenant or condition, nor
any
waiver or relinquishment of any rights or power at any other time or
times.
(j) Counterparts.
This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original, but all of which taken together shall constitute one and
the
same instrument.
8
(i) GOVERNING
LAW; WAIVER
OF JURY TRIAL; CONSENT TO JURISDICTION.
EACH
OF THE PARTIES EXPRESSLY WAIVES ITS OR HIS RIGHT TO A JURY TRIAL WITH RESPECT
TO
ANY SUIT, LITIGATION OR OTHER JUDICIAL PROCEEDING REGARDING THIS AGREEMENT
OR
ANY DISPUTE HEREUNDER OR RELATING HERETO. This
Agreement shall be governed by, interpreted under and construed in accordance
with the internal laws of the State of New York applicable to contracts executed
and to be performed wholly in that State without giving effect to the choice
or
conflict of laws principles or provisions thereof, except to the extent any
provision hereof must be governed by, interpreted under or construed in
accordance with the laws of the State of Delaware. Each of the Parties agrees
that any dispute under or with respect to this Agreement shall be determined
before the state or federal courts situated in the City, County and State of
New
York, which courts shall have exclusive jurisdiction over and with respect
to
any such dispute, and each of the Parties hereby irrevocably submits to the
jurisdiction of such courts. Each Party hereby agrees not to raise any defense
or objection, under the theory of forum
non conveniens
or
otherwise, with respect to the jurisdiction of any such court.
(ii) Adjustments
on Account of Stock Splits, Etc.
References herein to the Issued Shares refer to and include (a) the two million
five hundred thousand (2,500,000) shares of the Common Stock provided to be
issued to the Stockholder pursuant to Section
2(a),
(b) an
shares of Common Stock issued as a stock dividend on or with respect to such
shares and (c) any of the foregoing as they have been appropriately adjusted
for
stock splits, reverse stock splits or any similar events.
[signatures
appear on the following page.]
9
IN
WITNESS WHEREOF,
Campus
has executed this Agreement on the date first written above and each of iDNA
and
the Trusts has caused this Agreement to be executed on the date first written
above by its respective officer or other representative thereunder duly
authorized.
|
a
Delaware corporation
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
XXXXXX
CAMPUS
|
|
|
CAMPUS
FAMILY 2000 TRUST
|
|
|
By:
|
|
|
Name:
Xxxxxx Campus
|
|
|
Title:
Trustee
|
|
|
TRUST
ESTABLISHED UNDER
THE
WILL OF XXXXX CAMPUS
|
|
|
By:
|
|
|
Name:
Xxxxxx Campus
|
|
|
Title:
Trustee
|
|
10
EXHIBIT
A
|
Description
|
Amount
|
Total
|
|||||
|
Cash
paid at closing
|
$
|
2,825,000.00
|
|||||
|
Repayment
of shareholder loans
|
$
|
1,256,436.00
|
|||||
|
Principal
Payments of $12.6 million in Notes
|
$
|
984,117.27
|
|||||
|
Interest
payments on Notes
|
$
|
636,035.68
|
$
|
5,701,588.95
|
|||
|
Rental
& property tax payments since acquisition
|
$
|
1,163,087.31
|
|||||
|
Total
remuneration to date
|
$
|
6,864,676.26
|
|||||
11
EXHIBIT
B
Reduction
of Outstanding Amounts of the Promissory Notes
|
Promissory
Note
|
Outstanding
Principal Amount prior to
Reduction
|
Outstanding
Principal Amount after
Reduction
|
|||||
|
Campus
Base Purchase Price Note
|
$
|
3,308,771.95
|
$
|
102,152.44
|
|||
|
Family
Trust Base Purchase Price Note
|
$
|
881,620.26
|
$
|
27,218.46
|
|||
|
Shelter
Trust Base Purchase Price Note
|
$
|
1,856,057.45
|
$
|
57,302.47
|
|||
|
Campus
Trailing Note
|
$
|
1,792,164.00
|
$
|
55,329.87
|
|||
|
Family
Trust Trailing Note
|
$
|
477,521.00
|
$
|
14,742.61
|
|||
|
Shelter
Trust Trailing Note
|
$
|
1,005,315.00
|
$
|
31,037.31
|
|||
|
Convertible
Note
|
$
|
2,825,000.00
|
$
|
87,216.84
|
|||
|
Total
|
$
|
12,146,449.66
|
$
|
375,000.00
|
|||
12