ContractSubordinated Secured Promissory Note • May 20th, 2005 • Prolong International Corp • Miscellaneous products of petroleum & coal • California
THIS NOTE, THE INDEBTEDNESS, INCLUDING PRINCIPAL AND ACCRUED INTEREST THEREON, EVIDENCED BY THIS NOTE AND THE SECURITY INTEREST SET FORTH IN THIS NOTE ARE SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN SUBORDINATION AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF MAY 16, 2005 BY AND AMONG ST. CLOUD CAPITAL PARTNERS, LP, BEDFORD OAK CAPITAL, L.P., BEDFORD OAK OFFSHORE, LTD., ASPEN VENTURES LLC AND THE OTHER INVESTORS PARTY THERETO, AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
ContractWarrant Agreement • May 20th, 2005 • Prolong International Corp • Miscellaneous products of petroleum & coal • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLY.
SUBORDINATION AGREEMENTSubordination Agreement • May 20th, 2005 • Prolong International Corp • Miscellaneous products of petroleum & coal • California
This SUBORDINATION AGREEMENT (this “Agreement”), dated as of May 16, 2005, is entered into by and among ST. CLOUD CAPITAL PARTNERS, LP, a Delaware limited partnership (“St. Cloud”), BEDFORD OAK CAPITAL, L.P., a Delaware limited partnership (“Bedford I”), BEDFORD OAK OFFSHORE, LTD., a Cayman Islands company (“Bedford II”), ASPEN VENTURES LLC, a New York limited liability company (collectively with St. Cloud, Bedford I and Bedford II, the “Original Purchasers”), and each of the new purchasers listed on the signature pages hereto (each a “New Purchaser,” and, collectively, the “New Purchasers”).
