INTERCREDITOR AGREEMENTIntercreditor Agreement • July 19th, 2007 • Gem Solutions, Inc. • Services-computer integrated systems design • Delaware
THIS INTERCREDITOR AGREEMENT (the “Agreement”) is made July 13, 2007 by and among GEM SOLUTIONS, INC., a Delaware corporation (the “Company”), FEQ GAS, LLC, a Delaware limited liability company (“FEQ”), and TRIDENT GROWTH FUND, L.P. (“Trident”).
REVOLVING CREDIT NOTERevolving Credit Note • July 19th, 2007 • Gem Solutions, Inc. • Services-computer integrated systems design
FOR VALUE RECEIVED and intending to be legally bound, the undersigned, GEM SOLUTIONS, INC., a Delaware corporation, (“Borrower”), promises to pay on the Maturity Date, in lawful money of the United States of America, to the order FEQ GAS, LLC, a Delaware limited liability company (“Lender”), at 111 Presidential Blvd., Suite 158, Bala Cynwyd, Pa. 19004, the maximum aggregate principal sum of One Hundred Thousand Dollars ($100,000) or such lesser sum which represents the principal balance outstanding as advances pursuant to the provisions of that certain Loan and Security Agreement dated the date hereof, between Borrower and Lender (as it may be supplemented, restated, superseded, amended or replaced from time to time, “Loan Agreement”). The outstanding principal balance hereunder shall be payable in accordance with the terms of the Loan Agreement. The actual amount due and owing from time to time hereunder shall be evidenced by Lender’s records of receipts and disbursements with respect
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 19th, 2007 • Gem Solutions, Inc. • Services-computer integrated systems design • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement’) is entered into on the July 13, 2007 among FEQ GAS, LLC, a Delaware limited liability company, whose chief executive office is located at 111 Presidential Blvd., Suite 158, Bala Cynwyd, Pa. 19004 (“Lender”), GEM SOLUTIONS, INC., a Delaware corporation (the “Borrower”), whose chief executive office is located at 870 111th Avenue, North, Suite No. 8, Naples, Florida 34108 (“Borrower’s Address”) and COMPUSVEN, INC., a Florida corporation, whose chief executive office is located at 870 111th Avenue, North, Suite No. 8, Naples, Florida 34108 (“Subsidiary”).
