SHARE PLEDGE AGREEMENTShare Pledge Agreement • January 18th, 2008 • Bedminster National Corp • Services-management consulting services • Massachusetts
THIS SHARE PLEDGE AGREEMENT (this "Agreement"), is dated as of January 14, 2008, made by PAUL PATRIZIO, an individual residing in the State of New Jersey ("Pledgor") for the benefit of DUTCHESS PRIVATE EQUITIES FUND, LTD. (“Secured Party”).
DUTCHESS CAPITAL MANAGEMENT, LLCBedminster National Corp • January 18th, 2008 • Services-management consulting services
For the limited purposes set forth below, this letter and attached exhibits shall operate as an Amendment to: (i) the Promissory Note dated June 26, 2007 between Dutchess Private Equities Fund, Ltd. (“Dutchess”), on the one hand, and Bedminster National Corp. and all of its subsidiaries (“Bedminster” or the “Company”), on the other (“Promissory Note”); and (ii) the Security Agreement dated June 26, 2007 between Dutchess, on the one hand, and Bedminster and Metropolitan Computing Corp. (“MCC”), on the other (collectively, the “Agreements”). The Agreements remain in full force and effect, except as set forth below, and any other financing agreements between Dutchess and Bedminster, including, without limitation, the Negative Pledge dated June 26, 2007 and Secured Continuing Unconditional Guaranty dated June 26, 2007, remain in full force and effect and are not effected in any way by this Amendment.
ESCROW AGREEMENTEscrow Agreement • January 18th, 2008 • Bedminster National Corp • Services-management consulting services • Massachusetts
THIS ESCROW AGREEMENT (“Agreement”) is made as of January 14, 2008, by and between Paul Patrizio (“Patrizio”) and Dutchess Private Equities Fund, Ltd. (“Dutchess” or “Secured Party”) and Robert D. Frawley, Esq., (“Escrow Agent”) (singly a “Party” and cumulatively the “Parties”).
