PLEDGE AND SECURITY AGREEMENT dated as of November 24, 2003 among PROLONG INTERNATIONAL CORPORATION PROLONG SUPER LUBRICANTS, INC. and ST. CLOUD CAPITAL PARTNERS, LP, as Collateral AgentPledge and Security Agreement • December 4th, 2003 • St Cloud Capital Partners Lp • Miscellaneous products of petroleum & coal • California
This PLEDGE AND SECURITY AGREEMENT, dated as of November 24, 2003 (this “Agreement”), among each of the undersigned (together with any other Person that executes a Joinder Agreement each, a “Grantor” and collectively, the “Grantors”), and ST. CLOUD CAPITAL PARTNERS, LP, acting in the capacity of agent for the benefit of the Purchasers (the “Collateral Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 4th, 2003 • St Cloud Capital Partners Lp • Miscellaneous products of petroleum & coal • California
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of November 24, 2003, by and among PROLONG INTERNATIONAL CORPORATION, a Nevada corporation (“Parent”), PROLONG SUPER LUBRICANTS, INC., a Nevada corporation (“Borrower”), PROLONG INTERNATIONAL HOLDINGS LTD., a Cayman Islands company (“Cayman Sub I”), PROLONG INTERNATIONAL LTD., a Cayman Islands company (“Cayman Sub II”, and together with Cayman Sub I, the “Cayman Subsidiaries”), ST. CLOUD CAPITAL PARTNERS, LP, a Delaware limited partnership, and its affiliates (“St. Cloud”), BEDFORD OAK CAPITAL, L.P., a Delaware limited partnership (“Bedford I”), BEDFORD OAK OFFSHORE, LTD., a Cayman Islands company (“Bedford II”), and ASPEN VENTURES LLC, a New York limited liability company (“Aspen”), and collectively with Bedford I and Bedford II, the “Other Purchasers”). St. Cloud and the Other Purchasers are each referred to herein as “Purchaser” and collectively as “Purchasers”. Parent, Borrower, Cayman Sub I and Cayman Sub II are eac
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 4th, 2003 • St Cloud Capital Partners Lp • Miscellaneous products of petroleum & coal • California
This INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 24th day of November, 2003, by and among PROLONG INTERNATIONAL CORPORATION, a Nevada corporation (the “Company”), ST. CLOUD CAPITAL PARTNERS, LP, a Delaware limited partnership (the “St. Cloud”), BEDFORD OAK CAPITAL, L.P., a Delaware limited partnership (“Bedford I”), BEDFORD OAK OFFSHORE, LTD., a Cayman Island company (“Bedford II”), ASPEN VENTURES LLC, a New York limited liability company (“Aspen”), and collectively with Bedford I and Bedford II, the “Other Purchasers”), the individuals identified on Exhibit A attached hereto (collectively, “Executives” or individually without distinction as an “Executive”), and each other person who becomes a Holder (as defined below) hereunder. St. Cloud and the Other Purchasers are at times collectively referred to herein as “Investors” or individually without distinction as an “Investor”. Capitalized terms used but not otherwise defined herein shall have the respective meanings
WARRANT TO PURCHASE COMMON STOCK OF Prolong International CorporationSt Cloud Capital Partners Lp • December 4th, 2003 • Miscellaneous products of petroleum & coal • California
A = the greater of (i) the closing price of the Common Stock as reported by the American Stock Exchange on the Closing Date (as such term is defined in the Securities Purchase Agreement) or (ii) the book value per share of the Common Stock on the Closing Date
GUARANTYGuaranty • December 4th, 2003 • St Cloud Capital Partners Lp • Miscellaneous products of petroleum & coal • California
This GUARANTY (this “Guaranty”), dated as of November 24, 2003, is entered into by and between PROLONG INTERNATIONAL CORPORATION, a Nevada corporation (“Guarantor”), and ST. CLOUD CAPITAL PARTNERS, LP, a Delaware limited partnership, individually and as agent for the benefit of Lenders (“Agent”). “Lenders” shall mean, collectively, ST. CLOUD CAPITAL PARTNERS, LP, a Delaware limited partnership (“St. Cloud”), BEDFORD OAK CAPITAL, L.P., a Delaware limited partnership, BEDFORD OAK OFFSHORE, LTD., a Cayman Islands company, and ASPEN VENTURES LLC, a New York limited liability company, and their respective successors and assigns.
JOINT FILING AGREEMENTJoint Filing Agreement • December 4th, 2003 • St Cloud Capital Partners Lp • Miscellaneous products of petroleum & coal
The undersigned hereby agree to jointly file a statement on Schedule 13D, together with any amendments thereto (collectively, the “Schedule 13Ds”), with the Securities and Exchange Commission pursuant to the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Joint Filing Agreement may be signed in counterpart copies.
