GUC DISTRIBUTION AGREEMENT BETWEEN XYBERNAUT CORPORATION, XYBERNAUT SOLUTIONS, INC. AND HOWARD S. COHEN DATED AS OF NOVEMBER __, 2006 GUC DISTRIBUTION AGREEMENT PREAMBLEGuc Distribution Agreement • December 11th, 2006 • Xybernaut Corp • Computer communications equipment • Virginia
This Agreement (the “Agreement”) is made as of this day of November, 2006, by and among Xybernaut Corporation and Xybernaut Solutions, Inc., as reorganized and merged by the confirmed Plan (as that term is defined herein) and pursuant to State law (“Xybernaut”), on the one hand, and Howard S. Cohen (the “GUC Representative”) on the other. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Debtors’ Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated October 11, 2006, as may be further modified by order of the Bankruptcy Court (the “Plan”). Notwithstanding the date of execution, this Agreement shall only become effective on the Effective Date.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 11th, 2006 • Xybernaut Corp • Computer communications equipment • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of November , 2006 by and between XYBERNAUT CORPORATION, a Delaware corporation (the “Borrower”), and EAST RIVER CAPITAL LLC, a Delaware limited liability company (the “Lender”).
