0001010549-11-000690 Sample Contracts

THE GUITAMMER COMPANY STOCK OPTION AGREEMENT (Nonqualified Stock Option)
Stock Option Agreement • July 8th, 2011 • Guitammer Co • Musical instruments • Ohio

THIS STOCK OPTION AGREEMENT (this "Agreement"), dated as of June 29, 2006, between The Guitammer Company, an Ohio corporation (the "Company"), and Andrea Lerner Levenson, an individual resident of the State of Ohio (the "Optionee");

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THE GUITAMMER COMPANY WARRANT AGREEMENT
Warrant Agreement • July 8th, 2011 • Guitammer Co • Musical instruments • Ohio

THIS WARRANT AGREEMENT (this "Agreement"), entered into to be effective as of the 1st day of September, 2007, between The Guitammer Company, an Ohio corporation (the "Company"), and Opal Private Equity Fund, LP, a Delaware limited partnership, (the "Holder");

STOCK OPTION AGREEMENT (Nonqualified Stock Option)
Stock Option Agreement • July 8th, 2011 • Guitammer Co • Musical instruments • Ohio

THIS STOCK OPTION AGREEMENT (this "Agreement"), dated January 1, 2010, between The Guitammer Company, an Ohio corporation (the "Company"), and Forest Capital, LLC, an Ohio limited liability company (the "Optionee");

LOAN AGREEMENT between THE DIRECTOR OF DEVELOPMENT OF THE STATE OF OHIO and THE GUITAMMER COMPANY Dated as of April 25' 2008
Loan Agreement • July 8th, 2011 • Guitammer Co • Musical instruments • Ohio

THIS LOAN AGREEMENT is made and entered into as of April 25, 2008 by and between The Director of Development (the "Director") of the State of Ohio, acting on behalf of the State, and The Guitammer Company, an Ohio corporation (the "Company"), under the circumstances summarized in the following recitals (the capitalized terms used in the recitals being used therein as defined in Article I hereof):

SECURITY AGREEMENT between THE GUITAMMER COMPANY, as Debtor and THE DIRECTOR OF DEVELOPMENT OF THE STATE OF OHIO as Secured Party Dated as of April 25, 2008
Security Agreement • July 8th, 2011 • Guitammer Co • Musical instruments

THIS SECURITY AGREEMENT, made and entered into as of April 25, 2008, is executed and delivered by The Guitammer Company, an Ohio corporation (the "Company"), as debtor, whose address is 6117 Maxtown Road, Westerville, Ohio 43082, to The Director of Development (the "Director") of the State of Ohio, as secured party, whose address is 77 South High Street, P.O. Box 1001, Columbus, Ohio 43216-1001, under the circumstances summarized in the following recitals (the capitalized terms used but not defined in the recitals and granting clauses are used therein as defined in Article I hereof):

INTERCREDITOR AGREEMENT
Intercreditor Agreement • July 8th, 2011 • Guitammer Co • Musical instruments • Ohio

THIS INTERCREDITOR AGREEMENT (which, together with all extensions and renewals hereof, all modifications and amendments hereto, and all substitutions and replacements herefor, is hereinafter referred to as the "Agreement"), is dated as of April 25, 2008, and is made and entered into by and among THE DIRECTOR OF DEVELOPMENT OF THE STATE OF OHIO, acting for and on behalf of the State of Ohio (the "Director"), whose mailing address is 77 South High Street, P.O. Box 1001, Columbus, Ohio 43216-1001 (Attention: Loan Servicing), and whose telecopier number is (614) 644-1789, THELMA GAULT (the "Lender"), an individual whose mailing address is 91 Shelby Street, Eminence, Kentucky 40019, and whose telecopier number is (502) 845-5653, and TEE GUITAMMER COMPANY, an Ohio corporation (the "Company"), whose mailing address is 6117 Maxtown Road, Westerville, Ohio 43082 (Attention: Mark A. Luden, President & CEO), and whose telecopier number is (815) 346-9532.

Loan Management Account® Agreement
Loan Management Account Agreement • July 8th, 2011 • Guitammer Co • Musical instruments • California
NOTE PURCHASE AGREEMENT
Note Purchase Agreement • July 8th, 2011 • Guitammer Co • Musical instruments • Ohio

THIS NOTE PURCHASE AGREEMENT ("Agreement") is made as of June 29, 2005 by and among The Guitammer Company, an Ohio corporation (the "Company"), and the investors named on the Schedule of Lenders attached hereto (individually each a "Lender," and collectively the "Lenders").

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