AGREEMENT
Exhibit
10.1
This
Agreement (this “Agreement”),
dated
as of March 19, 2007, is entered into by and between CenterStaging Corp., a
Delaware corporation, with headquarters located at 0000 Xxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxx 00000 (the “Company”),
and
Montage Partners III, LLC, a Nevada limited liability company (the “Investor”),
with
reference to the following facts:
A. The
Investor and the Company are parties to that certain Securities Purchase
Agreement dated December 12, 2005 (the “Purchase
Agreement”),
pursuant to which, among other things, the Company issued and sold to the
Investor: (i) that certain 6% Secured Debenture, in the principal amount of
$500,000 (the “Debenture”)
convertible into shares of common stock, $0.0001 par value per share of the
Company (the “Common
Stock”),
at a
conversion price of $1.50 per share; and (ii) the Common Stock Purchase Warrants
(the “Warrants”)
to
purchase up to 380,000 shares of Common Stock for an exercise price of $1.60
per
share, secured by certain assets of the Company pursuant to the Security
Agreement (the “Security
Agreement”)
dated
December 12, 2005 by and between the Company and Investor;
B. The
Company and the Investor are parties to that certain Registration Rights
Agreement dated December 12, 2005 (the “Registration
Rights Agreement”)
which
was entered into concurrently with the Purchase Agreement;
C. The
full
entire balance of accrued interest and principal under the Debenture is past
due
and immediately payable and Investor has to date forbeared on issuing a notice
of default relating thereto; and
D. Investor
has agreed to further forbear on issuing a notice of default and to exercise
certain of its other rights and remedies, pursuant to the terms hereof,
including the amendment of the Debenture, the Warrants and the Registration
Rights Agreement.
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:
1. Forbearance
Period.
At the
request of the Company, and subject to the terms of this Agreement, Investor
agrees to forbear from the exercise of its rights and remedies, whether under
the Transaction Documents, at law or in equity, available to Investor commencing
on the date hereof (the “Forbearance
Period”)
and
terminating on the earlier to occur of (a) 5:00 PM Los Angeles time on July
31,
2007 (the “Expiration
Date”),
or
(b) a termination in accordance with Section 14.2 of this Agreement. In no
event, however, shall the Forbearance Period continue past the Expiration
Date.
“Transaction
Documents”
shall
mean this Agreement, the Purchase Agreement the Amended Debenture, the Amended
Warrants, the Amended Registration Rights Agreement and the Security
Agreement.
2. Amendment
of the Debenture. The
Company and Investor have concurrently entered into amended the original
Debenture by an Amended and Restated Debenture (the “Amended
Debenture),
which
shall remain fully secured by the Security Agreement without the necessity
of an
amendment thereto.
3. Agreement
of the Warrants.
The
Company and the Investor have concurrently amended the Warrants by Amended
and
Restated Warrants (the “Amended
Warrants”),
and
the Investor has surrendered the original certificate evidencing the
Warrants.
4. Agreement
to Amend and Restate the Registration Rights Agreement.
The
Company and the Investor have concurrently entered into an Amended and Restated
Registration Rights Agreement (the “Amended
Registration Rights Agreement”).
The
Investor hereby waives any and all penalties that shall have accrued pursuant
to
Section 2(b) of the Registration Rights Agreement (prior to its
modification).
5. Acknowledgments
by Company.
Company
hereby acknowledges the following:
5.1.1 The
recitals set forth in paragraphs
A through D
above
are true and correct;
5.1.2 That
on
and as of March 12, 2007, (i) Company is indebted to Investor for the following
amounts: (A) principal under the Amended Debenture in the amount of $500,000,
and (B) interest under the Amended Debenture in the amount of $46,071.06 (see
Exhibit A hereto for the calculation of the outstanding principal and interest
set forth herein, which calculation includes the payment made concurrently
herewith as identified in Section 8 hereof); (ii) all such amounts remain
outstanding and unpaid; and (iii) all such amounts are due and immediately
payable in full, without offset, deduction or counterclaim of any kind or
character whatsoever, but are subject to increase, decrease or other adjustment
as a result of any and all payments, accrued interest, fees and other charges
including, without limitation, attorneys’ fees and costs of collection (accruing
after the date hereof), which are payable to Investor under the Transaction
Documents;
5.1.3 That
the
Amended Debenture and all other liabilities and obligations of Company to
Investor under the Transaction Documents shall, except as expressly modified
hereby, remain in full force and effect, and shall not be released, impaired,
diminished or in any other way modified or amended as a result of the execution
and delivery of this Agreement or by the agreements and undertakings of the
parties contained herein.
6. Loan
Fees.
The
Company shall pay to Investor a loan extension fee in the aggregate amount
of
$50,000 as follows: (i) $20,000 on the date of this Agreement and (ii) $30,000
on or before April 9, 2007, as payment for Investor agreeing to not declare
a
default, or seek any remedies available upon an Event of Default under the
Amended Debenture pursuant to Section 1 of this Agreement.
7. Issuance
of Stock.
The
Company has concurrently herewith issued to Investor 75,000 shares of Common
Stock (the “Shares”).
8. Payment
of Interest.
No
later than April 9, 2007, the Company shall pay to the Investor all interest
accrued under the Debenture in the amount set forth in Section 5.1.2(B) of
this Agreement.
2
9. Penalty
Payment.
In the
event the shares of Common Stock issuable upon conversion of the Amended
Debenture and exercise of Amended Warrants are not salable by Investor pursuant
to Rule 144 promulgated under the Securities Act of 1933, as amended (the
“Securities
Act”),
as a
result of the Company’s failure to maintain current public filings as required
by Rule 144(c) for more than five business days, and such shares are not then
covered by an effective registration statement under the Securities Act (a
“Penalty
Date”)
or are
salable under Rule 144(k), the Company shall pay Investor a penalty in the
amount equal to $10,000, and shall pay an additional $10,000 at the end of
each
monthly anniversary of the Penalty Date that such shares are neither covered
by
such registration statement nor salable under Rule 144 as a result of the
Company’s failure to maintain current public filings as required by Rule 144(c)
nor salable under Rule 144(k). Such penalty shall be paid to the Investor by
the
Company in cash or other immediately available funds within five business day
after such penalty is incurred. In no event shall Investor be entitled to more
than one penalty payment for any 30-day period. The parties acknowledge that
the
damages which may be incurred by the Investor in the event the shares of Common
Stock issuable upon conversion of the Amended Debenture and exercise of Amended
Warrants are not salable by Investor pursuant to Rule 144 may be difficult
to
ascertain. The parties agree that the penalty payment set forth in this Section
9 represents a reasonable estimate on the part of the parties, as of the date
of
this Agreement, of the amount of such damages. The penalty payment as set forth
in this Section 9 to the Investor shall not limit the Investor’s other rights
and remedies under the Transaction Documents.
10. Investor
Representations, Warranties, etc.; Access to Information; Independent
Investigation.
Investor
represents and warrants to, and covenants and agrees with, the Company as
follows:
10.1 Investment
for Own Account.
Without
limiting the Investor’s right to sell the Shares pursuant to the Registration
Statement (as the term is defined in the Amended Registration Rights Agreement),
the Investor is acquiring the Shares for its own account for investment, and
not
with a view towards the public sale or distribution thereof and not with a
view
to or for sale in connection with any distribution thereof.
10.2 Accredited
Investor.
The
Investor and each of its members is (i) an “accredited investor” as that term is
defined in Rule 501 of the General Rules and Regulations under the Securities
Act by reason of Rule 501(a)(3), (ii) experienced in making investments of
the
kind described in this Agreement and the related documents, (iii) able, by
reason of the business and financial experience of its officers (if an entity)
and professional advisors (who are not affiliated with or compensated in any
way
by the Company or any of its affiliates or selling agents), to protect its
own
interests in connection with the transactions described in this Agreement,
and
the related documents, and (iv) able to afford the entire loss of its investment
in the Securities.
10.3 Subsequent
Securities Sales.
All
subsequent offers and sales of the Shares by the Investor shall be made pursuant
to registration of the foregoing securities under the Securities Act or pursuant
to an exemption from registration.
10.4 Reliance
on Investor’s Representations.
The
Investor understands that the Shares are being issued to it in reliance on
specific exemptions from the registration requirements of United States federal
and state securities laws and that the Company is relying upon the truth and
accuracy of, and the Investor’s compliance with, the representations,
warranties, agreements, acknowledgments and understandings of the Investor
set
forth herein in order to determine the availability of such exemptions and
the
eligibility of the Investor to acquire the Shares.
3
10.5 Access
to Information.
The
Investor and its advisors, if any, have been furnished with all materials
relating to the business, finances and operations of the Company and materials
relating to the issuance of the Shares that have been requested by the Investor.
The Investor and its advisors, if any, have been afforded the opportunity to
ask
questions of the Company and have received complete and satisfactory answers
to
any such inquiries.
10.6 Acknowledgement
of Risk.
The
Investor understands that its investment in the Shares involves a high degree
of
risk.
10.7 No
Governmental Agency Approval of Securities.
The
Investor understands that no United States federal or state agency or any other
government or governmental agency has passed on or made any recommendation
or
endorsement of the Shares.
10.8 Authorizations.
The
Transaction Documents and the transactions contemplated thereby have been duly
and validly authorized by the Investor; and this Agreement and the Amended
Registration Rights Agreement have been duly executed and delivered by the
Investor; and the Transaction Documents are valid and binding agreements of
the
Investor 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. The Investor is a limited liability company duly organized,
validly existing and in good standing under the laws of Nevada and has requisite
corporate power to own its properties and to carry on its business as now being
conducted.
11. Company
Representations
The
Company represents and warrants and hereby covenants and agrees with Investor
that:
11.1 The
Shares.
The
Shares have been duly authorized and are validly issued, fully paid and
non-assessable and will not subject the holder thereof to personal liability
by
reason of being such holder. There are no preemptive rights under applicable
law
of any stockholder of the Company, as such, to acquire the Shares.
11.2 Transaction
Agreements.
The
Transaction Documents and the transactions contemplated thereby have been duly
and validly authorized by the Company; the Transaction Documents have been
duly
executed and delivered by the Company; and the Transaction Documents are 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.
4
11.3 Financial
Representation.
As of
January 31, 2007, the Company had accounts receivable of $458,518.
11.4 Prior
Representations.
Except
as set forth in the Company’s filings with the Securities and Exchange
Commission (the “SEC”),
all
representations and warranties set forth in Section 3 of the Purchase Agreement
are true and correct in all material respects as of the date of its latest
filing with the SEC.
11.5 Pending
Actions.
To the
best of Company’s knowledge, there is no action, suit or proceeding before any
court, governmental authority or arbitrator pending or threatened in writing
against or affecting the Company that would, if adversely determined, have
a
material adverse effect on the transactions described in this
Agreement;
11.6 Reliance.
Company
hereby agrees that the truthfulness of each of the foregoing representations
and
warranties is a condition precedent to the performance by Investor of its
obligations hereunder.
12. Release
12.1 As
used
in this Release, the following terms shall have the meanings set forth
below:
“Claims”
shall
mean any and all claims, counterclaims, demands, actions, causes of actions,
suits, debts, costs, dues, sums of money, accounts, bonds, bills, specialties,
covenants, contracts, controversies, agreements, promises, variances,
trespasses, damages, judgments, executions, expenses and liabilities whatsoever,
known or unknown, at law or in equity, irrespective of whether such claims
arise
out of contract, tort, violation of laws or regulations or otherwise, which
the
Company (hereafter in this Section 12 the “Releasor”)
ever
had, now has or hereafter can, shall or may have against the Released Parties
(as defined below) or any of them for, upon, or by reason of any matter, cause
or thing whatsoever from the beginning of the world to and including the date
of
this Release relating to the Transaction Documents. Without limiting the
generality of the foregoing, the term “Claims”
shall
include, without limitation, any loss, liability, expense and/or detriment,
of
any kind or character, in any way arising out of, connected with, or resulting
from the acts or omissions of the Released Parties or any of them, including,
without limitation, the contracting for, charging, taking, reserving, collecting
or receiving interest in excess of the highest lawful rate, any breach of
fiduciary duty, breach of any duty of fair dealing, breach of confidence, cause
of action or defenses based on the negligence of Investor of any
“Investor/Lender liability” theories, breach of funding commitment, undue
influence, duress, economic coercion, conflict of interest, negligence, bad
faith, malpractice, violations of the Racketeer Influenced and Corrupt
Organizations Act, intentional or negligent infliction of mental distress,
tortious interference with contractual relations, tortious interference with
corporate governance or prospective business advantage, breach of contract,
fraud, mistake, deceptive trade practices, libel, slander, conspiracy, or any
claim for wrongfully taking any action in connection with the Transaction
Documents and the loan evidenced thereby.
“Released
Parties”
shall
mean Investor, any subsidiary or affiliate of Investor and any successors,
or
assigns of any of the foregoing, and the respective agents, trustees,
beneficiaries, officers, directors, shareholders, attorneys, employees,
independent contractors, partners, members, manager and representatives of
any
of the foregoing.
5
12.2 Releasor
hereby irrevocably and unconditionally REMISES, RELEASES, ACQUITS, SATISFIES,
WAIVES, and FOREVER DISCHARGES the Released Parties and their respective heirs,
personal representatives, successors and assigns from all Claims.
12.3 This
Release is accepted by the Released Parties as a condition to executing this
Agreement and Releasor expressly agrees that this Release survives the
termination of this Agreement.
12.4 Releasor
hereby represents and warrants to the Released Parties that it has not assigned,
pledged, or contracted to assign or pledge or otherwise disposed of any of
the
Claims.
12.5 This
Release shall be binding upon Releasor and its legal representatives, successors
and assigns and shall inure to the benefit of the Released Parties and their
successors and assigns.
12.6 This
Release includes a release of, and shall inure to the benefit of, all the
Released Parties and their respective heirs, legal representatives, successors,
assigns, directors, trustees, officers, agents, servants, employees and
attorneys, past, present and future.
12.7 TO
THE
EXTEND PERMITTED BY APPLICABLE LAW, RELEASOR DOES HEREBY INTENTIONALLY,
KNOWINGLY, VOLUNTARILY, UNCONDITIONALLY AND IRREVOCABLY WAIVE ITS RIGHT TO
A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS RELEASE (INCLUDING, WITHOUT LIMITATION, ANY
ACTION TO RESCIND OR CANCEL THIS RELEASE OR ANY CLAIMS OR DEFENSES ASSERTING
THAT THIS RELEASE WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE).
THE FOREGOING WAIVER BY RELEASOR IS A MATERIAL INDUCEMENT FOR THE RELEASED
PARTIES TO ACCEPT THIS RELEASE AND ENTER INTO THE FORBEARANCE ARRANGEMENT
PURSUANT TO THIS AGREEMENT.
12.8 Releasor
hereby agrees, represents and warrants that it has had advice of counsel of
its
own choosing in negotiations for and the preparation of this Release, that
it
has read the provisions of this Release, and that it is fully aware of its
contents and legal effect. Releasor hereby acknowledge that it has not relied
upon any representation of any kind made by the Released Parties in making
the
foregoing release.
12.9
Releasor
acknowledge that they are familiar with Section 1542 of the Civil Code of the
State of California, which provides as follows:
“A
general release does not extend to claims which the creditor does not know
or
suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the
debtor.”
6
Each of the Releasor hereby waives any and all rights and benefits that it now has or in the future may have under Section 1542 of the Civil Code (and under the comparable provisions of any other applicable law) and agrees and acknowledges that this Agreement contains a full and final release applying to unknown and unanticipated claims, injuries or damages arising out of the subject matter of the released Claims.
_______________(Initial)
13. Usury
Savings Clause.
Notwithstanding anything to the contrary contained elsewhere in this Agreement,
Investor and Company hereby agree that all agreements between them under this
Agreement and with respect to the Debenture and the Transaction Documents,
whether now existing or hereafter arising and whether written or oral, are
expressly limited so that in no contingency or event whatsoever shall the amount
paid, or agreed to be paid, to Investor for the use, forbearance, or detention
of the money loaned to Company, or for the performance or payment of any
covenant or obligation contained herein or therein, exceed the maximum rate
of
interest under applicable law (the “Maximum
Rate”).
If
from any circumstance whatsoever, fulfillment of any provisions of this
Agreement at the time performance of such provisions shall be due shall involve
transcending the limit of validity prescribed by law, then, automatically,
the
obligation to be fulfilled shall be reduced to the limit of such validity,
and
if from any such circumstance Investor should ever receive anything of value
deemed interest by applicable law which would exceed the Maximum Rate, such
excessive interest shall be applied to the reduction of the principal amount
owing with respect to the Debenture or Transaction Documents or on account
of
the other indebtedness secured by the Transaction Documents and not to the
payment of interest, or if such excessive interest exceeds the unpaid principal
balance of the Debenture and such other indebtedness, such excess shall be
refunded to Company. All sums paid or agreed to be paid to Investor for the
use,
forbearance, or detention of the Debenture and other indebtedness of Company
to
Investor shall, to the extent permitted by applicable law, be amortized,
prorated, allocated and spread throughout the full term of such indebtedness
until payment in full so that the actual rate of interest on account of all
such
indebtedness is uniform throughout the actual term (as extended by amendments,
forbearance agreements and/or otherwise) of the Debenture or does not exceed
the
Maximum Rate throughout the entire term of the Debenture. The terms and
provisions of this Section
13 shall
control every other provision of this Agreement and all other agreements between
Company and Investor.
14. Breach
or Default.
14.1 The
following shall constitute an immediate “Default”
under
this Agreement:
14.1.1 Company
breaches or fails in any material respect to comply with this
Agreement;
14.1.2 Any
material representation or warranty made by the Company in this Agreement is
false or misleading in any material respect at the time made;
7
14.1.3 Company
files for bankruptcy or seeks approval of a plan of reorganization prior to
the
Expiration Date or during the Forbearance Period to which Investor has not
consented in writing; and
14.1.4 Company
fails to honor legal opinion delivered by Investor pursuant to Section
15.1.1.
14.2 Upon
a
Default by the Company under this Agreement or a
breach
of the Amended Debenture or the occurrence of any other event which is set
forth
in Sections 14(a) through (d) and Sections 14(f) through (m) of the Amended
Debenture (which would constitute an Event of Default under the Amended
Debenture with the appropriate notice thereunder or without notice, as the
case
may be),
the
Forbearance Period shall automatically terminate and the Investor, at its sole
option, may immediately exercise its rights and remedies under the Transaction
Documents and applicable law without providing notice and opportunity to cure
to
the Company pursuant to this Agreement, subject to the Company’s rights to
notice and opportunity to cure otherwise provided in the Amended
Debenture.
15. Certain
Covenants and Acknowledgments
15.1 Transfer
Restrictions.
The
Investor acknowledges that:
15.1.1 the
Shares have not been and are not being registered under the Securities Act
of
1933, as amended (the “Securities
Act”),
and
may not be transferred unless (a) subsequently registered thereunder or (b)
the
Investor shall have delivered to the Company an opinion of counsel rendered
by a
reputable securities law firm which is independent and unaffiliated with the
Investor (the cost of which shall be reimbursed by the Company to the Investor
up to $600), reasonably satisfactory in form, scope and substance to the
Company, to the effect that the Shares to be sold or transferred may be sold
or
transferred pursuant to an exemption from such registration pursuant to Rule
144
of the Securities Act;
15.1.2 any
sale
of the Shares made in reliance on Rule 144 promulgated under the Securities
Act
may be made only in accordance with the terms of said Rule and further, if
said
Rule is not applicable, any resale of such Securities under circumstances in
which the seller, or the person through whom the sale is made, may be deemed
to
be an underwriter, as that term is used in the Securities Act, may require
compliance with some other exemption under the Securities Act or the rules
and
regulations of the Securities and Exchange Commission thereunder;
and
15.1.3 neither
the Company nor any other person is under any obligation to register the Shares
(other than pursuant to the Amended Registration Rights Agreement) under the
Securities Act or to comply with the terms and conditions of any exemption
thereunder.
15.2 Restrictive
Legend.
The
Investor acknowledges and agrees that until such time as the Shares have been
registered under the Securities Act as contemplated by the Amended Registration
Rights Agreement and sold pursuant to an effective Registration Statement,
certificates and other instruments representing any of the Shares shall bear
a
restrictive legend in substantially the following form (and a stop-transfer
order may be placed against transfer of any such Shares):
8
THESE
SECURITIES (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES
LAWS AND MAY NOT BE SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT OR UNLESS AND EXEMPTION
FROM SUCH REGISTRATION IS AVAILABLE, AS EVIDENCED BY AN OPINION OF COUNSEL
TO
THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE ISSUER OF THESE SECURITIES.
15.3 Filings.
The
Company undertakes and agrees to make all necessary filings in connection with
the issuance of the Shares to the Investor under any United States laws and
regulations, or by any domestic securities exchange or trading market, and
to
provide a copy thereof to the Investor promptly after such filing.
16. Governing
Law; Miscellaneous
16.1 This
Agreement and all agreements entered into in connection herewith shall be
governed by and interpreted in accordance with the laws of the State of
California for contracts to be wholly performed in such state and without giving
effect to the principles thereof regarding the conflict of laws. Any litigation
based thereon, or arising out of, under, or in connection with, this Agreement
or any course of conduct, course of dealing, statements (whether oral or
written) or actions of the Company or the Investor shall be brought and
maintained exclusively in the state or Federal courts of the State of
California, sitting in the City of Los Angeles. Each Party hereby expressly
and
irrevocably submits to the jurisdiction of the state and federal Courts of
the
State of California for the purpose of any such litigation as set forth above
and irrevocably agrees to be bound by any final judgment rendered thereby in
connection with such litigation. Each Party further irrevocably consents to
the
service of process by registered mail, postage prepaid, or by personal service
within or without the State of California. Each Party hereby expressly and
irrevocably waives, to the fullest extent permitted by law, any objection which
it may have or hereafter may have to the laying of venue of any such litigation
brought in any such court referred to above and any claim that any such
litigation has been brought in any inconvenient forum. To the extent that either
Party has or hereafter may acquire any immunity from jurisdiction of any court
or from any legal process (whether through service or notice, attachment prior
to judgment, attachment in aid of execution or otherwise) with respect to itself
or its property, such party hereby irrevocably waives such immunity in respect
of its obligations under this Agreement and the related agreements entered
into
in connection herewith. Each party hereby irrevocably waives, if and to the
full
extent permitted by applicable law, any and all right to trial by jury in any
legal proceeding arising out of relating to this Agreement.
16.2 A
facsimile transmission of this signed Agreement shall be legal and binding
on
all parties hereto.
16.3 This
Agreement may be signed in two or more counterparts, each of which shall be
deemed an original.
9
16.4 The
headings of this Agreement are for convenience of reference and shall not form
part of, or affect the interpretation of, this Agreement.
16.5 This
Agreement may be amended only by an instrument in writing signed by the party
to
be charged with enforcement thereof.
16.6 This
Agreement and the Transaction Documents supersede all prior agreements and
understandings among the parties hereto with respect to the subject matter
hereof.
16.7 Except
as
otherwise set forth herein, all costs and expenses, including reasonable
attorneys’ fees, incurred by the prevailing party in the enforcement of this
Agreement or any agreements related thereto, shall be paid by either party
upon
demand.
16.8 Time
is
of the essence as to the performance of each and every obligation of the Company
and the Investor pursuant to this Agreement.
17. Notices
Any
notice or communication required or permitted by this Agreement shall be given
in writing addressed as follows:
|
Company:
|
0000
Xxxxxx Xxxxxx
Xxxxxxx,
Xxxxxxxxxx 00000
Attention:
Chief Financial Officer
Fax:
(000) 000-0000
|
|
with
a copy to:
Xxxx
X. Xxxxx, Esq.
Xxxx
& Xxxxx PC
0000
Xxxxxxx Xxxx Xxxx, 00xx
Xxxxx
Xxx
Xxxxxxx, Xxxxxxxxxx 00000
Fax:
(000) 000-0000
|
|
|
Investor:
|
Montage
Partners III, LLC
0000
Xxxxxxx Xxxx Xxxx, Xxxxx 000
Xxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention:
Xxxxxxx X. Xxxxxxxxx, Manager
Fax:
000-000-0000
Telephone:
000-000-0000
|
All
notices shall be served personally by facsimile, by overnight express mail
service or other overnight courier, or by first class registered or certified
mail, postage prepaid, return receipt requested. If served personally, or by
facsimile, notice shall be deemed delivered upon receipt (provided that if
served by facsimile, sender has written confirmation of delivery); if served
by
overnight express mail or overnight courier, notice shall be deemed delivered
48
hours after deposit; and if served by first class mail, notice shall be deemed
delivered 72 hours after mailing. Any party may give written notification to
the
other party of any change of address for the sending of notices, pursuant to
any
method provided for herein.
10
IN
WITNESS WHEREOF, the parties have executed this Securities Purchase Agreement
as
of the date first above written.
| CENTERSTAGING CORP. | |||
| By: | /s/ Xxxxxx Xxxxxxxxxx | ||
| Name: | Xxxxxx Xxxxxxxxxx | ||
| Title: | CFO | ||
|
MONTAGE
PARTNERS III, LLC
|
|||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxxxxx | ||
| Title: | Manager | ||
11
EXHIBIT
A
Calculation
of Outstanding Principal and Interest
|
PRINCIPAL
AMOUNT 12/12/05
|
#
OF DAYS
|
$
|
500,000.00
|
||||
|
INTEREST
@ 6% 12/12/05 - 3/11/06
|
90
|
$
|
7,397.26
|
||||
|
NEW
BALANCE
|
$
|
507,397.26
|
|||||
|
INTEREST
@ 6% 3/12/06-6/11/06
|
92
|
$
|
7,673.51
|
||||
|
NEW
BALANCE
|
$
|
515,070.78
|
|||||
|
INTEREST
@ 6% 6/12/06-6/30/06
|
19
|
$
|
1,608.71
|
||||
|
INTEREST
@ 8% 7/1/06-9/11/06
|
73
|
$
|
8,241.13
|
||||
|
NEW
BALANCE
|
$
|
524,920.62
|
|||||
|
INTEREST
@ 8% 9/12/06-12/11/06
|
91
|
$
|
10,469.65
|
||||
|
NEW
BALANCE
|
$
|
535,390.27
|
|||||
|
INTEREST
@ 8% 12/12/06-3-11-07
|
90
|
$
|
10,561.12
|
||||
|
NEW
BALANCE
|
$
|
545,951.39
|
|||||
|
INTEREST
@ 8% 3/12/07
|
1
|
$
|
119.66
|
||||
|
NEW
BALANCE
|
$
|
546,071.06
|
