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FORBEARANCE AGREEMENT
AGREEMENT made this 2nd day of April, 2007 among Cornell Capital
Partners,
LP ("Cornell"),
GreenShift Corporation
("GreenShift") and Viridis Capital, LLC
("Viridis").
WHEREAS, Cornell
has on this date declared four secured convertible
debentures issued to it by GreenShift (the "Debentures") to be in
default; and
WHEREAS, Viridis has
guaranteed payment by
GreenShift of its
obligations
under the Debentures; and
WHEREAS, the
parties acknowledge that, due to the illiquidity of the
collateral
securing the
Debentures
and for other reasons, an immediate
liquidation by Cornell
of the collateral
securing the
Debentures would
cause
irreparable injury to the interests of all three parties hereto;
and
WHEREAS, for that reason the parties wish to make such arrangements
as will
facilitate a
liquidation of assets
by Cornell in such a way as to minimize the
loss of value to the assets securing the Debentures.
NOW, THEREFORE, it is agreed:
1. Waiver.
GreenShift and Viridis
hereby waive such defenses as they may have
to
Cornell's enforcement of its rights under the Debentures and the
related
security agreements
and stock pledge agreements (collectively, the
"Transaction Documents") in the event of default under the
Debentures. The
aforesaid waiver shall automatically terminate upon the termination
of this
Forbearance Agreement.
2. Forbearance.
Cornell agrees that, during the Term of this Forbearance
Agreement, it will forbear from exercising any remedy available to
it under
the
Transaction Documents other than the remedies specifically
contemplated
by
this Forbearance Agreement.
3. Conversion
Restrictions.
The conversion
restrictions set forth in Section
3(a)(ii) of each Debenture shall remain in full force and effect
during the
Term
of this Forbearance
Agreement,
notwithstanding
the declaration of
default by Cornell.
4. Liquidation
Shares. The "Liquidation Shares" shall
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