Agreement re Redemption of Convertible NotesRedemption of Convertible Notes • November 16th, 2007 • Vertical Branding, Inc. • Real estate • New York
Reference is hereby made to (i) that certain Securities Purchase Agreement dated as of July 31, 2006, by and between Vertical Branding, Inc. f/k/a MFC Development Corp. (“VBI,” or the “Company”), on the one hand, and Gottbetter Capital Finance, LLC (“GCF”), on the other hand (the “SPA”), (ii) those certain Senior Secured Convertible Notes dated July 31, 2006 and September 18, 2006, issued by VBI to GCF and Gottbetter Capital Master, Ltd. (“GCM”), respectively, each in the original principal amount of $2,887,700, pursuant to the terms of the SPA (collectively the “Notes”), (iii) that certain warrant to purchase three (3) million shares of VBI common stock dated July 31, 2006, issued to GCF pursuant to the SPA (the “Warrant”), (iv) the Registration Rights Agreement, dated as of July 31, 2005, by and between VBI and GCF, (v) Amendment 1 to Registration Rights Agreement dated as of August 27, 2007, by and between the VBI and each of GCF and GCM, and (v) the Security Documents (as such term
