PARI PASSU AND LOAN
MODIFICATION AGREEMENT
THIS PARI PASSU AND LOAN MODIFICATION AGREEMENT dated for
reference April 9, 2009 and made,
BETWEEN:
PANGLOBAL BRANDS
INC. , a company
incorporated under the laws of Delaware, having an office at 2853
E. Pico Blvd, Los Angeles, CA 90023;
(the “ Debtor
”)
AND:
SINECURE HOLDINGS
LIMITED , a
company incorporated under the laws of the British Virgin Islands,
with an address c/o Le Hoedheu, Nazin, Pontivy, France, and
PETER HOUGH , businessman, with an address at 63
Wallangra Road, Dover Heights, New South Wales 2033, Australia; and
PROVIDENCE WEALTH MANAGEMENT LTD., a company
incorporated under the laws of the British Virgin Islands, with an
address c/o Mr. Karim Khoury, Chabrier & Partners (Reed Smith),
3 rue du Mont-Blanc P.O. Box 1363 CH - 1211 Geneva 1
Switzerland;
(collectively, the “
Original Lenders ”)
AND:
CHELSEA CAPITAL
CORPORATION , a
British Columbia company with an address at 666 Burrard Street,
Vancouver, BC V6C 2X8 Canada, on behalf of all subscribers for a
Convertible Loan issue of the Debtor dated for reference April 9,
2009.
(the “ New
Lender ”)
WITNESSES THAT
WHEREAS:
A.
As security for their current and future indebtedness to the
Original Lenders, the Debtor has executed loan agreements (the
“ Original Loan Agreements ”) and security
agreements dated March 4, 2008 and January 16, 2009 in favour of
Original Lenders (the “ Original Lenders Security
Agreement ”) pursuant to which the Debtor borrowed from
the Original Lenders loans (the “ Original Loans
”) and granted to the Original Lenders a security interest in
certain of the Debtor’s assets (the “ Original
Lenders Security Interest ”);
B. Capella
Investments Inc. has transferred all its right, title and interest
in the Original Loan Agreements to Peter Hough and for all purposes
of this Agreement, Peter Hough will be considered an Original
Lender in place of Capella Investments Inc. Capella Investments
Inc. has signed this agreement solely as acknowledgement of the
above;
C. The
New Lender has subscribed for convertible loans (“ New
Convertible Loans ”) of the Debtor pursuant to a
Convertible Loan Agreement dated for reference April 9,
2009;
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D. As
security for its current and future indebtedness to the New Lender,
the Debtor will execute a security agreement dated for reference
April 9, 2009 in favour of the New Lender (the “ New
Lender Security Agreement ”) pursuant to which the Debtor
grants to the New Lender a security interest in certain of the
Debtor’s assets (the “ New Lender Security
Interest ”);
E. The
Original Lenders Security Agreement and the New Lender Security
Agreement are sometimes collectively called the “ Security
Agreements ” and each a “ Security Agreement
”;
F. The
Original Lenders Security Interest and the New Lender Security
Interest are sometimes collectively called the “ Security
Interests ” and each a “ Security Interest
”;
G. The
Original Lenders have each converted $187,500 plus accrued interest
of their Original Loans to equi
