SUBORDINATED SECURED PROMISSORY NOTE AND PLEDGE AGREEMENTSubordinated Secured Promissory Note and Pledge Agreement • March 31st, 2008 • United Benefits & Pension Services, Inc. • New York
Contract Type FiledMarch 31st, 2008 Company JurisdictionFOR VALUE RECEIVED, UNITED BENEFITS & PENSION SERVICES, INC. (the “Maker”), a Delaware corporation, promises to pay to the order of Tom Weston (“Holder”), as agent for the Company Stockholders (as defined below), the principal sum of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS AND NO CENTS ($2,500,000.00), in accordance with, and subject to, the terms of that certain Client Escrow Agreement, dated as of even date herewith (the “Escrow Agreement”), by and among the Maker, the Holder, and the JPMorgan Chase Bank, N.A., as escrow agent (the “Escrow Agent”).