AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • January 11th, 2007 • Platinum Research Organization, Inc. • Services-miscellaneous business services • Delaware
This AMENDMENT TO CONTRIBUTION AGREEMENT (this "Amendment") is entered into this _26th day of December, 2006, among (i) Platinum Research Organization, Inc., (f/k/a NorthTech Corporation), a company organized and existing under the laws of Nevada ("NorthTech"), (ii) each of Platinum Research Organization L.P., a limited partnership organized and existing under the laws of Texas ("Platinum"), Lubrication Partners, a joint venture ("GP Transferor") and sole shareholder of Platinum IP Management, Inc., a company organized and existing under the laws of Texas and the general partner of Platinum ("PRO GP"), each person holding a limited partnership interest in Platinum (each, a "Limited Partner") (each Limited Partner and GP Transferor, a "PRO Transferor" and collectively, the "PRO Transferors"), by and through John T. (Cork) Jaeger as the representative of all PRO Transferors (the "PRO Transferor Representative"), and (iii) Steve Drayton as the representative (the "Investor Representative"
BRIDGE LOAN AGREEMENTBridge Loan Agreement • January 11th, 2007 • Platinum Research Organization, Inc. • Services-miscellaneous business services • New York
THIS BRIDGE LOAN AGREEMENT ("Loan Agreement") is dated as of January 9, 2007, by and between PLATINUM RESEARCH ORGANIZATION L.P., a Texas limited partnership, with headquarters located at 2828 Routh Street, 5th Floor, Dallas, Texas 75201 ("Platinum"), and PLATINUM RESEARCH ORGANIZATION, INC. (F/K/A NORTHTECH CORPORATION), having an office at 1917 West 4th Avenue, Suite 421, Vancouver B.C. V6J 1M7 ("NorthTech").
SUBORDINATION AGREEMENTSubordination Agreement • January 11th, 2007 • Platinum Research Organization, Inc. • Services-miscellaneous business services • Washington
This SUBORDINATION AGREEMENT ("Agreement") is entered into as of the 9th day of January, 2007, by Platinum Research Organization, Inc., a Nevada corporation ("Creditor"), with a mailing address of Suite 421 - 1917 West 4th Avenue, Vancouver BC, Canada V6J 1M7, to and in favor of Seattle City Employees' Retirement System, a single-employer defined-benefit public employee retirement system ("SCERS") with a mailing address of 801 Third Avenue, Seattle, WA 98104, and consented and agreed to by Platinum Research Organization LP, a Texas limited partnership ("Borrower") with an address of 2828 Routh Street, Suite 500, Dallas Texas 75201 and Platinum Intellectual Property L.P., a Texas limited partnership and a wholly-owned subsidiary of Borrower ("PIP"), with a mailing address of 2828 Routh Street, Suite 500, Dallas Texas 75201.
Exhibit "B" to Bridge Loan Agreement PLATINUM RESEARCH ORGANIZATION L.P. SECURITY AGREEMENTSecurity Agreement • January 11th, 2007 • Platinum Research Organization, Inc. • Services-miscellaneous business services • New York
THIS SECURITY AGREEMENT, dated as of January 9, 2007 (this "Security Agreement"), by and between Platinum Research Organization L.P., a Texas limited partnership, with headquarters located at 2828 Routh Street, 5th Floor, Dallas, Texas 75201 ("Platinum"), Platinum Intellectual Property L.P., a Texas limited partnership, of which Platinum is the sole limited partner ("PIP LP") (Platinum and PIP LIP singly the "Grantor" together the "Grantors"), and Platinum Research Organization, Inc. (f/k/a NorthTech Corporation), having an office at 1917 West 4th Avenue, Suite 421, Vancouver B.C. V6J 1M7 ("NorthTech" or "Secured Party").
OMNIBUS AMENDMENTOmnibus Amendment • January 11th, 2007 • Platinum Research Organization, Inc. • Services-miscellaneous business services
This Omnibus Amendment (this "Amendment") is entered into as of January _9_, 2007 by and among PLATINUM INTELLECTUAL PROPERTY, L.P., a Texas limited partnership (the "Company"), PLATINUM RESEARCH ORGANIZATION, L.P., a Texas limited partnership (the "Parent"), SEATTLE CITY EMPLOYEES' RETIRMENT 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 "Disbursement Agent") and Platinum Research Organization, Inc. (f/k/a NorthTech Corporation), a company organized and existing under the laws of Nevada ("PRO Inc.").
