GUARANTYGuaranty • September 26th, 2008 • Platinum Research Organization, Inc. • Coating, engraving & allied services
In consideration of SEATTLE CITY EMPLOYEES’ RETIREMENT SYSTEM, a single-employer defined-benefit public employee retirements system (“Lender”) lending SIX MILLION DOLLARS ($6,000,000) (the “Loan”) to PLATINUM INTELLECTUAL PROPERTY, L.P., a Texas limited partnership (“Borrower”), the undersigned, PRO OPERATIONS, L.P., a Texas limited partnership (“Guarantor”), jointly and severally with all other parties executing similar guaranties, if any, hereby unconditionally and irrevocably guarantees to Lender prompt payment of the Loan when due, whether by acceleration or otherwise, together with all interest thereon, any other sums that become due and owing to Lender under the Note (as hereinafter defined) or any of the Security Documents (also as hereinafter defined), including, without limitation, late charges, premiums for prepayment, expenditures by Lender to preserve and protect the collateral for repayment of the Note, amounts that would become due but for the effect of any bankruptcy pro
SECURITY AGREEMENTSecurity Agreement • September 26th, 2008 • Platinum Research Organization, Inc. • Coating, engraving & allied services • Nevada
THIS SECURITY AGREEMENT, dated this 22nd day of September, 2008 (the “Agreement”), made by PLATINUM INTELLECTUAL PROPERTY, L.P., a Texas limited partnership (“PIP LP”), with an address at 2777 Stemmons Freeway, Suite 1440, Dallas, Texas 75207, and PRO OPERATIONS, L.P., a Texas limited partnership (“PRO LP”), with an address at 2777 Stemmons Freeway, Suite 1440, Dallas, Texas 75207, (collectively on a joint and several basis, the “Grantor”), in favor of ALPINA LENDING, L.P., a Nevada limited partnership with an address at 7161 S. Eastern Ave., Suite 3A, Las Vegas, Nevada 89119-4675 (the “Secured Party”).
REGISTRATION RIGHTS AGREEMENT By and Among PLATINUM RESEARCH ORGANIZATION, INC. and the INVESTORS NAMED HEREIN September 22, 2008Registration Rights Agreement • September 26th, 2008 • Platinum Research Organization, Inc. • Coating, engraving & allied services • Washington
REGISTRATION RIGHTS AGREEMENT (“Agreement”) dated as of September 22,, 2008, among PLATINUM RESEARCH, INC., a Delaware corporation (the “Company”), and the INVESTORS of the Company listed on Schedule I hereto, and their permitted assigns (collectively, the “Investors”).
SECOND OMNIBUS AMENDMENTSecond Omnibus Amendment • September 26th, 2008 • Platinum Research Organization, Inc. • Coating, engraving & allied services
This Second Omnibus Amendment (this “Amendment”) is entered into as of September 22, 2008 (the “Effective Date”) by and among PLATINUM INTELLECTUAL PROPERTY, L.P., a Texas limited partnership (the “Company”), PRO OPERATIONS, L.P., f/k/a PLATINUM RESEARCH ORGANIZATION, L.P. a Texas limited partnership (the “Parent”), PLATINUM RESEARCH ORGANIZATION, INC., a Delaware corporation (“PRO”) SEATTLE CITY EMPLOYEES’ RETIREMENT SYSTEM, a single-employer defined-benefit public employee retirement system (the “Purchaser”), NEWLIGHT CAPITAL, LLC, a New York limited liability company (“Newlight”), and, for limited purposes, JPMORGAN CHASE BANK N.A. (the “Escrow Agent”). Unless otherwise defined, all terms used herein with their initial letter capitalized shall have the meaning given such terms in the Purchase Agreement (as defined below) including, to the extent applicable, after giving effect to this Amendment.
ESCROW AGREEMENTEscrow Agreement • September 26th, 2008 • Platinum Research Organization, Inc. • Coating, engraving & allied services • Texas
THIS ESCROW AGREEMENT (this “Agreement”) dated the 22nd day of September, 2008, is by and among PRO OPERATIONS, L.P., a Texas limited partnership, PLATINUM INTELLECTUAL PROPERTY, L.P., a Texas limited partnership, and PLATINUM RESEARCH ORGANIZATION, INC., a Delaware corporation (collectively, “Borrower”), ALPINA LENDING, L.P., a Nevada limited partnership, in its capacity as lender and as agent to all Lenders (“Agent”), and HALLETT & PERRIN, P.C. (the “Escrow Agent”). The Effective Date of this Agreement shall be the date of that certain Secured Convertible Promissory Note dated September 22, 2008 (the “Note”), by and among Borrower and Agent.
