MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of May 30, 2006 by and among Bruce White and Sterling Systems – Indiana L.L.C. (the “Company”) and Avatech Solutions, Inc.,Membership Interest Purchase Agreement • June 8th, 2006 • Avatech Solutions Inc • Services-prepackaged software • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 30th day of May, 2006 by and among Bruce White, (“Seller”), Sterling Systems — Indiana, L.L.C. Inc., a Michigan limited liability company (the “Company”), and Avatech Solutions, Inc., a Delaware corporation (“Purchaser”).
STOCK PURCHASE AGREEMENT dated as of May 30, 2006 by and among Bruce White and Shelly White, and Sterling Systems & Consulting, Inc. and Sterling Ohio Management, Inc. (collectively, the “Company”) and Avatech Solutions, Inc.,Stock Purchase Agreement • June 8th, 2006 • Avatech Solutions Inc • Services-prepackaged software • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 30th day of May, 2006 by and among Bruce White and Shelly White (individually a “Seller” and collectively the “Seller”), Sterling Systems & Consulting, Inc. and Sterling Ohio Management, Inc. (individually, a “Company” and together, the “Company”), and Avatech Solutions, Inc., a Delaware corporation (“Purchaser”).
MODIFICATION AGREEMENTModification Agreement • June 8th, 2006 • Avatech Solutions Inc • Services-prepackaged software • Maryland
THIS MODIFICATION AGREEMENT (“AGREEMENT”) is made as of May 30, 2006, by and among AVATECH SOLUTIONS, INC., a Delaware corporation, and AVATECH SOLUTIONS SUBSIDIARY, INC., a Delaware corporation, jointly and severally (collectively, the “BORROWERS”), TECHNICAL LEARNINGWARE COMPANY, INC., a Delaware corporation (“TLC”), and MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY (“LENDER”). The BORROWERS and TLC are collectively referred to herein as the “OBLIGORS”.
PROMISSORY NOTEAvatech Solutions Inc • June 8th, 2006 • Services-prepackaged software • Maryland
FOR VALUE RECEIVED, the undersigned AVATECH SOLUTIONS, INC., a Delaware corporation, and AVATECH SOLUTIONS SUBSIDIARY, INC., a Delaware corporation, jointly and severally (collectively, “BORROWERS”), jointly and severally promise to pay to the order of MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY (the “LENDER”), 2 Hopkins Plaza, 21ST Floor, Baltimore, Maryland 21201, or at such other places as the holder of this Promissory Note may from time to time designate, the principal sum of Six Million Five Hundred Thousand Dollars ($6,500,000.00), together with interest thereon at the rate or rates hereafter specified until paid in full and any and all other sums which may be owing to the holder of this Promissory Note by the BORROWERS pursuant to this Promissory Note. This Promissory Note evidences the “BRIDGE LOAN,” as such term is defined in the Loan And Security Agreement (“AGREEMENT”) dated January 27, 2006, as modified by the Modification Agreement of even date herewith, between the BORROWER
