AMENDED AND RESTATED GUARANTY AGREEMENT
Exhibit
10.38
AMENDED
AND RESTATED GUARANTY AGREEMENT
THIS
AMENDED AND RESTAED GUARANTY AGREEMENT, dated
as
of August 30, 2006 (the “Amended
and Restated Guaranty”),
by
Uluru Delaware Inc. (f/k/a Uluru Inc.), a Delaware corporation (successor
by
merger to Uluru Acquisition Corp., a Delaware corporation) (the “Guarantor”)
in
favor of the undersigned Buyers listed on Schedule I attached hereto
(collectively, the “Buyer”).
WITNESSETH:
WHEREAS,
on
or
around October 12, 2005, Oxford Ventures, Inc., a Nevada corporation (now
known
as Uluru Inc., a Nevada corporation) and the Buyer entered into a Securities
Purchase Agreement (as amended to date, the “Securities
Purchase Agreement”)
pursuant to which Oxford Ventures, Inc., a Nevada corporation, issued and
the
Buyer purchased, at the first closing, Convertible Debentures in an amount
up to
$13,000,000;
WHEREAS,
on or
around October 12, 2005, Uluru Acquisition Corp, a Nevada corporation entered
into the Guaranty Agreement (the “Original
Guaranty”)
in
favor of the buyers listed on Schedule I thereto;
WHEREAS,
to
secure
the Obligations of the Guarantor to the Buyer, the Guarantor and the Buyer
entered into that certain Security Agreement, dated on or around October,
12,
2005 (the “Security
Agreement”)
pursuant to which, among other things, the Guarantor granted to the Buyer
a
security interest in and to the Pledged Property (as defined in the Security
Agreement);
WHEREAS,
on
March
31, 2006, Oxford Ventures, Inc., a Nevada corporation changed its name to
Uluru
Inc., a Nevada corporation;
WHEREAS,
on
March 31, 2006, Uluru Acquisition Corp., a Delaware corporation merged with
and
into Uluru, Inc., a Delaware corporation, and on June 8, 2006, Uluru Inc.,
a
Delaware corporation, changed its name to Uluru Delaware Inc.;
WHEREAS,
the
Guarantor is a wholly owned subsidiary of Uluru Inc., a Nevada corporation
(“Parent”);
WHEREAS,
on the
date hereof, the Securities Purchase Agreement will be amended to provide
for
the purchase of Convertible Debentures at the second closing in an aggregate
amount of $3,000,000 and, in connection therewith, (i) the Convertible
Debentures issued to each Buyer will be amended and restated (the Convertible
Debentures issued to each Buyer, as amended and restated, are hereinafter
referred to as the “Debentures”)
and
(ii) the Investor Registration Rights Agreement, dated on or around October
12,
2005, by and among the Company and the Buyer will be amended and restated
(the
“Amended
and Restated Investor Registration Rights Agreement”)
WHEREAS,
each
of
the parties hereto desires to amend the Original Guaranty in order to reflect
the amendments to the Securities Purchase Agreement that shall occur
concurrently herewith; and
WHEREAS,
each
of
the parties hereto agrees that the execution, delivery and performance of
this
Amended and Restated Guaranty directly benefits, and is in such Person’s best
interest.
NOW,
THEREFORE,
in
consideration of the premises and the covenants contained herein, the Guarantors
hereby agree that the Original Guaranty shall be amended and restated as
follows:
Section
1. Definitions.
All
terms used in this Amended and Restated Guaranty which are defined in the
Debentures and not otherwise defined herein shall have the same meanings
herein
as set forth in the Debentures.
Section
2. Guaranty.
(a) The
Guarantor does hereby irrevocably, absolutely and unconditionally guaranty
the
prompt payment by Parent, as and when due and payable (whether maturity,
Scheduled Payment, acceleration, demand or otherwise), of all of the obligations
(collectively, the “Obligations”) from time to time owing by Parent to the Buyer
under the Debentures, whether for principal, interest (including, without
limitation, all interest that accrues after the commencement of any insolvency
proceeding with respect to Parent, whether or not a claim for post-filing
interest is allowed in such proceeding), fees, commissions, expense
reimbursements, indemnifications or otherwise, and whether accruing before
or
subsequent to the commencement of any insolvency proceeding with respect
to
Parent (notwithstanding the operation of the automatic stay under Section
362(a)
of the US Bankruptcy Code), and the due performance and observance by Parent
of
its other Obligations now or hereafter existing in respect of the Debentures
or
any transaction documents executed in connection with the first closing or
the
second closing of the Securities Purchase Agreement, including, without
limitation, the accrued but unpaid Liquidated Damages (as defined in the
Amended
and Restated Investor Registration Rights Agreement) specified in Section
2(e)
of the Amended and Restated Investor Registration Rights Agreement (the
“Guaranteed
Obligations”),
(b) The
Guarantor does hereby agrees to pay any and all expenses (including counsel
fees
and expenses) incurred by the Buyer in enforcing any rights under this Amended
and Restated Guaranty. Without limiting the generality of the foregoing,
the
Guarantor’s liability shall extend to all amounts that constitute part of the
Guaranteed Obligations and would be owed by Parent to the Buyer under the
Debentures but for the fact that they are unenforceable or not allowable
due to
the existence of a bankruptcy, reorganization or similar proceeding involving
Parent or any Guarantor.
Section
3. Guaranty
Absolute; Continuing Guaranty; Assignments.
(a) The
Guarantor hereby guarantees that the Guaranteed Obligations will be paid
strictly in accordance with the terms of the Debentures, regardless of any
law,
regulation or order now or hereafter in effect in any jurisdiction affecting
any
of such terms or the rights of the Buyer with respect thereto. The Guarantor
agrees that its guarantee constitutes a guaranty of payment of the Obligations
and not of collection and waives any right to require that any resort be
made by
the Buyer to any collateral. The Obligation of the Guarantor under this Amended
and Restated Guaranty are independent of the Obligation under the Debentures,
and a separate action or actions may be brought and prosecuted against the
Guarantor to enforce this Amended and Restated Guaranty, irrespective of
whether
any action is brought against Parent or the Guarantor or whether Parent or
the
Guarantor is joined in any such action or actions. The liability of the
Guarantor under this Amended and Restated Guaranty shall be irrevocable,
absolute and unconditional irrespective of, and the Guarantor hereby irrevocably
waives any defenses it may now or hereafter have in any way relating to,
any or
all of the following:
(i) any
lack
of validity or enforceability of the Debentures or any agreement or instrument
relating thereto;
(ii) any
change in the time, manner or place of payment of, or in any other term in
respect of, all or any of the Guaranteed Obligation, or any other amendment
or
waiver of or any consent to departure from the Debentures, provided, however,
the Guarantor shall not be liable under this Guarantee as a result of any
increase in the Guaranteed Obligations resulting from the extension of
additional credit to Parent or the Guarantor or otherwise;
(iii) any
taking, exchange, release or non-perfection of any collateral, or any taking,
release or amendment or waiver of or consent to departure from any other
guaranty, for all or any of the Guaranteed Obligations;
(iv) the
existence of any claim, set-off, defense or other right that the Guarantor
may
have against any Person, including, without limitation, the Buyer;
(v) any
change, restructuring or termination of the corporate, limited liability
company
or partnership structure or existence of the Buyer; or
(vi) any
other
circumstance (including any statute of limitations) or any existence of or
reliance on any representation by the Buyer that might otherwise constitute
a
defense available to, or a discharge of, Parent or the Guarantor or surety.
(b) This
Amended and Restated Guaranty shall continue to be effective or be reinstated,
as the ease may be, if at any time any payment of any of the Guaranteed
Obligation is rescinded or must otherwise be returned by the Buyer or any
other
Person upon the insolvency, bankruptcy or reorganization of Parent or otherwise,
all as though such payment had not been made.
(c) This
Amended and Restated Guaranty is a continuing guaranty and shall (i) remain
in
full force and effect until the payment in full, whether in cash or securities,
as the case may be, of the Guaranteed Obligation and all other amounts payable
under this Amended and Restated Guaranty, shall (ii) be binding upon the
Guarantor, its successors and assigns and (iii) inure to the benefit of and
be
enforceable by the Buyer and its successors, pledgees, transferees and assigns.
Without limiting the generality of the foregoing clause (iii), the Buyer
may
pledge, assign or otherwise transfer all or any portion of its rights under
the
Debentures to any other Person, and such other Person shall thereupon become
vested with all the benefits in respect thereof granted to such the Buyer
herein
or otherwise, in each ease as provided in the Debentures.
Section
4. Waivers.
The
Guarantor hereby waives, to the full extent permitted by applicable law,
(i)
promptness and diligence; (ii) notice of acceptance and notice of the incurrence
of any Obligation by Parent or the Guarantor; (iii) notice of any actions
taken
by the Buyer under the Debentures or any other agreement or instrument related
thereto; (iv) all other notices, demands and protests, and all other formalities
of every kind in connection with the enforcement of the Obligation or of
the
Obligation of the Guarantor hereunder, the omission of or delay in which,
but
for the provisions of this Section 4, might constitute grounds for relieving
the
Guarantor of its Obligation hereunder; (v) any right to compel or direct
the
Buyer to seek payment or recovery of any amounts owed under this Amended
and
Restated Guaranty from any one particular fund or source; (vi) any requirement
that the Buyer protect, secure, perfect or insure any security interest or
security interest or any property subject thereto or exhaust any right or take
any action against Parent, any other Guarantor or any other Person or any
collateral; and (vii) any other defense available to the Guarantor. The
Guarantor acknowledges that it will receive direct and indirect benefits
from
the financing arrangements contemplated herein and that the waiver set forth
in
this Section 4 is knowingly made in contemplation of such benefits. The
Guarantor hereby waives any right to revoke this Amended and Restated Guaranty,
and acknowledges that this Amended and Restated Guaranty is continuing in
nature
and applies to all Guaranteed Obligations, whether existing now or in the
future.
Section
5. Subrogation.
(a) Until
the
final payment in cash and securities pursuant to the terms of the Debentures
and
performance in full of all of the Obligations, the Guarantor shall not exercise
any rights against Parent arising as a result of payment by Parent by way
of
subrogation, reimbursement, restitution, contribution or otherwise, and will
not
prove any claim in competition with the Buyer in respect of any payment
hereunder in any insolvency proceedings; the Guarantor will not claim any
set-off, recoupment or counterclaim against Parent in respect of any liability
of the Guarantor to Parent; and the Guarantor and Parent waive any benefit
of
and any right to participate in any collateral security which may be held
by the
Buyer.
(b) The
payment of any amounts due with respect to any indebtedness of Parent or
the
Guarantor for money borrowed or credit received now or hereafter owed to
the
Guarantor is hereby subordinated to the prior payment in full of all of the
Obligations. The Guarantor agrees that, after the occurrence of any default
in
the payment or performance of any of the Obligations, the Guarantor will
not
demand, xxx for or otherwise attempt to collect any such indebtedness of
Parent
to the Guarantor until all of the Obligations shall have been paid in full.
If,
notwithstanding the foregoing sentence, the Guarantor shall collect, enforce
or
receive any amounts in respect of such indebtedness while any Obligations
are
still outstanding, such amounts shall be collected, enforced and received
by the
Guarantor as trustee for the Buyer and be paid over to the Buyer, on account
of
the Obligations without affecting in any manner the liability of the Guarantor
under the other provisions of this Amended and Restated Guaranty.
Section
6. Representatives,
Warranties and Covenants. The
Guarantor hereby represents and warrants as follows:
(a) The
Guarantor (i) is a corporation or other entity, duly organized, validly existing
and in good standing under the laws of the state or other applicable
jurisdiction of its organization as set forth on the first page hereof, (ii)
has
all requisite power and authority to conduct its business as now conducted
and
as presently contemplated and to execute and deliver this Amended and Restated
Guaranty and each other related document to which the Guarantor is a party,
and
to consummate the transactions contemplated hereby and thereby and (iii)
is duly
qualified to do business and is in good standing in each jurisdiction in
which
the character of the properties owned or leased by it or in which the
transaction of its business makes such qualification necessary and where
the
failure to be so qualified could reasonably be expected to have a material
adverse effect.
(b) The
execution, delivery and performance by the Guarantor of this Amended and
Restated Guaranty and each other related document to which the Guarantor
is a
party (i) have been duly authorized by all necessary action, (ii) do not
and
will not contravene its charter or bylaws, or any applicable law or regulation
or any contractual restriction binding on or otherwise affecting the Guarantor
or its properties, (iii) do not and will not result in or require the creation
of any lien (other than pursuant to the Debentures) upon or with respect
to any
of its properties, and (iv) do not and will not result in any default,
noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal
of
any permit, license, authorization or approval applicable to it or its
operations or any of its properties.
(c) No
authorization or approval or other action by, and no notice to or filing
with,
any governmental agency is required in connection with the due execution,
delivery and performance by the Guarantor of this Amended and Restated Guaranty
or any of the other related document to which the Guarantor is a party, except
for the filing of any UCC financing statement or such other registrations,
filings or recordings as may be necessary to perfect any lien purported to
be
created by the Debentures or any related document to which the Guarantor
is a
party, and any public filings with the Securities and Exchange Commission.
(d) Each
of
this Amended and Restated Guaranty and the Debentures and related documents
to
which the Guarantor is or will be a party, when delivered, will be, a legal,
valid and binding obligation of the Guarantor, enforceable against the Guarantor
in accordance with its terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws.
(e) There
are
no pending or written notices threatening any action, suit or proceeding
affecting the Guarantor before any court or other governmental agency or
any
arbitrator that (x) if adversely determined could reasonably be expected
to have
a material adverse effect, except as disclosed in public filings with the
Securities and Exchange Commission, or (y) relates to this Amended and Restated
Guaranty, the Debentures or any of the related documents to which the Guarantor
is a party or any transaction contemplated hereby or thereby and, as of the
date
hereof, the Guarantor does not hold any commercial tort claims in respect
of
which a claim has been filed in a court of law or a written notice by an
attorney has been given to a potential defendant.
(f) The
Guarantor (i) has read and understands the terms and conditions of the
Debentures and the other related documents to which it is a party, and (ii)
now
has and will continue to have independent means of obtaining information
concerning the affairs, financial condition and business of Parent, and has
no
need of, or right to obtain from the Buyer, any credit or other information
concerning the affairs, financial condition or business of Parent that may
come
under the control of the Buyer.
Section
7. Right
of Set-off.
Upon
the occurrence and during the continuance of any Event of Default, the Buyer
may, and is hereby authorized to, at any time and from time to time, without
notice to the Guarantor (any such notice being expressly waived by the
Guarantor) and to the fullest extent permitted by law, set-off and apply
any and
all deposits (general or special, time or demand, provisional or final) at
any
time held and other indebtedness at any time owing by the Buyer to or for
the
credit or the account of the Guarantor against any and all Obligations of
the
Guarantor now or hereafter existing under this Amended and Restated Guaranty
or
any other related document, irrespective of whether or not the Buyer shall
have
made any demand under this Amended and Restated Guaranty or any other related
document and although such Obligation may be contingent or unmatured, the
Buyer
agrees to notify the Guarantor promptly after any such set-off and application
made by the Buyer, provided
that the
failure to give such notice shall not affect the validity of such set-off
and
application. The rights of the Buyer under this Section 7 are in addition
to
other rights and remedies (including, without limitation, other rights of
set-off) which the Buyer may have under this Amended and Restated Guaranty
or
any other related document in law or otherwise.
Section
8. Event
of Default.
“Event
of Default”
shall
mean: (a) any failure by the Guarantor to pay any of the Guaranteed Obligations
when due, (b) a material breach by the Guarantor under this Agreement, (c)
the
Guarantor shall (1) fail to, be unable to or otherwise does not generally
pay
its debts as they become due, (2) conceal, remove or transfer any of its
assets
and properties in violation or evasion of any bankruptcy, fraudulent conveyance
or similar applicable law, (3) make an assignment for the benefit of its
creditors, (4) petition or apply for or consent to the appointment of a
receiver, trustee, assignee, custodian, sequestrator, liquidator or similar
official for itself or any of its assets and properties, (5) commence
a voluntary case for relief as a debtor under the United States Bankruptcy
Code,
(6) file with or otherwise submit to any governmental authority any petition,
answer or other document seeking (A) reorganization, (B) an arrangement with
creditors or (C) to take advantage of any other present or future applicable
law
respecting bankruptcy, reorganization, insolvency, readjustment of debts,
relief
of debtors, dissolution or liquidation, (7) be adjudicated bankrupt or
insolvent, or (8) take any action for the purpose of effectuating, approving
or
consenting to any of the other actions or events described in this subsection;
(d) any cease, proceeding or other action shall be commenced against the
Guarantor for the purpose of effecting, or an order, judgment or decree shall
be
entered by any court of competent jurisdiction approving (whether in whole
or in
part), anything specified in subsection (d) of this Section, or any receiver,
trustee, assignee, custodian, sequestrator, liquidator or other official
shall
be appointed with respect to the Guarantor or all or a substantial part of
the
assets amid properties of the Guarantor or any of its respective principals
or
other affiliates; and (e) one or more final judgments for the payment of
money
in excess of $100,000 shall be rendered against the Guarantor and the same
shall
remain undischarged for a period of 30 days during which levy and execution
shall not be effectively stayed or contested in good faith.
Section
9. Notices,
Etc.
All
notices and other communications provided for hereunder shall be in writing
and
shall be mailed (by certified mail, postage prepaid and return receipt
requested), telecopied or delivered, if to the Guarantor, to it at the address
below its name on the signature page hereto, or if to the Buyer, to it at
its
addresses set forth in the Debentures; or as to either such Person at such
other
address as shall be designated by such Person in a written notice to such
other
Person complying as to delivery with the terms of this Section 8. All such
notices and other communications shall be effective (i) if mailed, when received
or three days after deposited in the mail, whichever occurs first, (ii) if
telecopied, when transmitted and confirmation is received, or (iii) if
delivered, upon delivery.
Section
10. Secured
Nature of Guaranty.
This
Amended and Restated Guaranty is secured by the Security Agreement between
the
Guaranty and the Buyer dated the date hereof
Section
11. THIS
AMENDED AND RESTATED GUARANTY SHALL BE DEEMED TO BE MADE UNDER AND SHALL
BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO THE PRINCIPALS OF CONFLICT OF LAWS THEREOF. EACH OF THE PARTIES
CONSENTS TO THE JURISDICTION OF THE U.S. DISTRICT COURT SITTING IN THE
SOUTHERN
DISTRICT OF THE STATE OF NEW YORK OR THE XXXXX XXXXXX XX XXX XXXXX XX XXX
XXXX
SITTING IN NEW YORK COUNTY, NEW YORK IN CONNECTION WITH ANY DISPUTE ARISING
UNDER THIS DEBENTURE AND HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY
LAW,
ANY OBJECTION, INCLUDING ANY OBJECTION BASED ON FORUM
NON CON VENIENS
TO THE
BRINGING OF ANY SUCH PROCEEDING IN SUCH JURISDICTIONS.
Section
12. WAIVER
OF JURY TRIAL, ETC.
THE
GUARANTOR HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS AMENDED AND RESTATED GUARANTY
OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT
DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION HEREWITH
OR
THEREWITH, OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION
WITH THIS AMENDED AND RESTATED GUARANTY, AND AGREES THAT ANY SUCH ACTION,
PROCEEDING OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A
JURY.
THE GUARANTOR CERTIFIES THAT NO OFFICER, REPRESENTATIVE, AGENT OR ATTORNEY
OF
THE BUYER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BUYER WOULD NOT,
IN
THE EVENT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE THE
FOREGOING WAIVERS. THE GUARANTOR HEREBY ACKNOWLEDGES THAT THIS PROVISION
IS A
MATERIAL INDUCEMENT FOR THE BUYER ENTERING INTO THIS AGREEMENT.
Section
13. Taxes.
(a) All
payments made by the Guarantor hereunder will be made without setoff,
counterclaim or other defense. All such payments will be made free and clear
of,
and without deduction or withholding for, any present or future taxes, levies,
imposts, duties, fees, assessments or other charges of whatever nature now
or
hereafter imposed by any jurisdiction or by any political subdivision or
taxing
authority (collectively, ‘Taxes”) thereof or therein with respect to such
payments (but excluding any Tax imposed on or measured by the net income
or net
profits the Buyer imposed on it pursuant to the laws of the jurisdiction
in
which it is organized or the jurisdiction in which the principal office or
applicable lending office of the Buyer is located). If the Guarantor shall
be
required to deduct or to withhold any Taxes from or in respect of any amount
payable hereunder or under any related document, (i) the Guarantor shall
make
such deduction or withholding, (ii) the Guarantor shall pay the full amount
deducted or withheld to the relevant taxation authority in accordance with
applicable law, and (iii) as promptly as possible thereafter, the Guarantor
shall send the Buyer an official receipt (or, if an official receipt is not
available, such other documentation as shall be satisfactory to the Buyer,
as
the ease may be) evidencing payment of the amount or amounts so deducted
or
withheld.
(b) In
addition, the Guarantor agrees to pay any present or future taxes, charges
or
similar levies which arise from any payment made hereunder or from the
execution, delivery, performance, recordation or filing of, or otherwise
with
respect to, this Agreement or any related document,
Section
14. Miscellaneous.
(a) The
Guarantor will make each payment hereunder in lawful money of the United
States
of America and in immediately available funds to the Buyer, at such address
specified by the Buyer from time to time by notice to the
Guarantor.
(b) No
amendment of any provision of this Amended and Restated Guaranty shall he
effective unless it is in writing and signed by the Guarantor and the Buyer,
amid no waiver of any provision of this Amended and Restated Guaranty, and
no
consent to any departure by the Guarantor therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Guarantor
and
the Buyer, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.
(c) No
failure on the part of the Buyer to exercise, and no delay in exercising,
any
right hereunder, under the Debentures, or under any related document shall
operate as a waiver thereof, nor shall any single or partial exercise of
any
right hereunder, under the Debentures, or under any other related document
preclude any other or further exercise thereof or the exercise of any other
right. The rights and remedies of the Buyer provided herein, in the Debentures,
and in the other related document are cumulative and are in addition to,
and not
exclusive of, any rights or remedies provided by law. The rights of the Buyer
under the Debentures against any party thereto are not conditional or contingent
on any attempt by the Buyer to exercise any of their rights under the Debentures
or any other related document against such party or against any other
Person.
(d) Any
provision of this Amended and Restated Guaranty 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 portions hereof or thereof or affecting the validity or enforceability
of such provision in any other jurisdiction. .
(e) This
Amended and Restated Guaranty shall (i) be binding on the Guarantor and its
successors and assigns, and (ii) inure, together with all rights and remedies
of
the Buyer hereunder, to the benefit of the Buyer and their respective
successors, transferees and assigns. Without limiting the generality of clause
(ii) of the immediately preceding sentence, the Buyer may assign or otherwise
transfer its rights under the Debentures to any other Person, and such other
Person shall thereupon become vested with all of the benefits in respect
thereof
granted to the Buyer herein or otherwise. None of the rights or Obligations
of
the Guarantor hereunder may be assigned or otherwise transferred without
the
prior written consent of the Buyer.
(f) This
Amended and Restated Guaranty reflects the entire understanding of the
transactions contemplated hereby shall not be contradicted or qualified by
any
other agreement, oral or written, before the date hereof.
(g) Section
headings herein are included for convenience of reference only and shall
not
constitute a part of this Agreement for any other purpose.
Section
15. Effect
of Restatement.
This
Amended and Restated Guaranty amends, restates and supersedes the Original
Guaranty and does not extinguish any Obligations for the payment of money
under
the Original Guaranty, which Obligations shall remain in full force and effect
except as modified by this Guaranty.
[SIGNATURE
PAGE TO FOLLOW]
IN
WITNESS WHEREOF, the
parties hereto have caused this Amended and Restated Guaranty Agreement to
be
executed by an officer thereunto duly authorized, as of the date first above
written.
ULURU
DELAWARE INC., a
Delaware Corporation
By:
/s/
Xxxxx X. Xxxx
Name:
Xxxxx
X. Xxxx
Title:
President
& CEO
SCHEDULE
I
SCHEDULE
OF BUYERS
|
Name
|
Signature
|
Address/Facsimile
Number
of Investors
|
||
|
Cornell
Capital Partners, LP
|
By:
Yorkville Advisors, its General Partner
Name:
Xxxx Xxxxxx
Its:
Portfolio Manager
|
000
Xxxxxx Xxxxxx,
Xxxxx
0000 Xxxxxx Xxxx, XX 00000
(201)
985-8266
|
||
|
With
a copy to:
|
Xxxx
Xxxxx, Esq.
|
000
Xxxxxx Xxxxxx,
Xxxxx
0000 Xxxxxx Xxxx, XX 00000
(201)
985-8266
|
||
|
Prenox,
LLC.
|
By:
Prentice Capital Management LP, its Manager
Name:
Xxxxxx X. Xxxxxxx
Its:
General Counsel
|
000
Xxxxx Xxxxxx, 00xx
Xxxxx Xxx Xxxx, XX 00000
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
|
