FORBEARANCE AGREEMENTDefault Notice Forbearance Agreement |
|
|
You are currently viewing: This Default Notice Forbearance Agreement involves
Brendan Technologies, Inc | Little Bear Investments, LLC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Default Notice Forbearance Agreement by:
Exhibit
4.14
FORBEARANCE
AGREEMENT
THIS
FORBEARANCE AGREEMENT (this “Forbearance
Agreement”)
is made
and entered into as of April 2, 2008 by and between Brendan Technologies,
Inc., a Nevada corporation (the “Company”),
Brendan Technologies, Inc., a Michigan corporation (the “Guarantor”),
and
Little Bear Investments, LLC (the “Agent”).
RECITALS
WHEREAS,
pursuant to that certain (a) Loan and Security Agreement (the “Loan
Agreement”),
dated
as of July 10, 2007, by and among certain lenders of the Company (each, a
“Lender”,
and collectively,
the “Lenders”),
the
Agent and the Company, the Company issued to the Lenders (i) secured promissory
notes, each dated July 10, 2007, in the aggregate principal amount of $600,000
(the “Notes”),
and
(ii) warrants to purchase an aggregate of 600,000 shares (the “Shares”)
of
common stock of the Company (the “Common
Stock”),
each
dated July 10, 2007.
WHEREAS,
pursuant to that certain Subsidiary Guarantee dated July 10, 2007, delivered
by
the Guarantor,
in favor of each Lender, the Guarantor has guaranteed the Company’s obligations
to the Lenders under the Notes (the “Guarantee”).
WHEREAS,
pursuant to Section 4(a)(i) of the Notes, if the company fails to pay to the
Lenders any principal or interest when due an Event of Default (as defined
in
the Notes) shall have occurred.
WHEREAS,
the Company has failed to pay interest to the Lenders and such failure has
remained ongoing as of February 1, 2008 (the “Default
Date”)
and
therefore Event of Default has occurred.
WHEREAS,
as of the Default Date, interest on the Notes have been accruing at 22% per
annum (the “Default
Rate”)
in
accordance with the terms of the Note.
WEREAS,
pursuant to Section 4(b) of the Notes, upon the occurrence of an Event of
Default the full principal amount of the Notes together with all accrued
interest thereon shall become immediately due and payable (the “Right
of Acceleration”).
WHEREAS,
the stated maturity date of the Notes is April 10, 2008 (the “Maturity
Date”).
WHEREAS,
the Company requests that the Agent waive the Right of Acceleration and extend
the Maturity Date until June 9, 2008.
WHEREAS,
the Agent, as to and on behalf of all Lenders agrees to (i) waive the Right
of
Acceleration until June 9, 2008 only in connection with the failure by the
Company to pay any interest when due and (ii) extend the Maturity Date of the
Notes until June 9, 2008 in consideration for the offer by the Company to each
Lender to (i) issue to the Lenders shares of the Company’s Common Stock in
accordance with Schedule
I
attached
hereto.
WHEREAS,
pursuant to the Loan Agreement and the Notes, the Agent may waive an Event
of
Default on behalf of all the Lenders.
NOW,
THEREFORE, in consideration of the foregoing and the mutual promises and
covenants set forth herein, the parties hereby agree as follows:
AGREEMENT
A. The
Company agrees
that,
as of
the close of business on April 1, 2008, the Company was indebted to the Lenders
in respect of the loans and advances under the Notes in the aggregate principal
amount of $600,000. All such loans, together with interest accrued and accruing
thereon, and costs, expenses, fees (including attorneys’ fees and legal
expenses) and all other charges or amounts now or hereafter payable by the
Company to the Lenders (collectively, the “Obligations”)
are
unconditionally owing by the Company to the Lenders without offset, defense,
reduction or counterclaim of any kind or nature. The Guarantor hereby
acknowledges, confirms and agrees that its obligations, liabilities and
indebtedness to the Lenders for the payment and performance of the Obligations
are unconditionally owing to the Lenders without offset, defense reduction
or
counterclaim of any kind or nature, that the terms of the Guarantee shall remain
in full force and effect and that nothing herein shall constitute a waiver
of
any of Lenders’ rights or remedies contained in the Guarantee.
1
B. The
Company and the Guarantor hereby acknowledge, confirm and agree that the Lenders
have and shall continue to have valid, enforceable and perfected liens upon
and
security interests in the assets and properties of the Company and the Guarantor
pursuant to the Loan Agreement and the Guarantee.
C. In
reliance upon the representations, warranties and covenants of the Company
and
the Guarantor contained in this Forbearance Agreement, and subject to the terms
and conditions of this Forbearance Agreement, the Agent, on behalf of each
Lender, hereby agrees to (i) waive the Right of Acceleration under Section
4(b)
of the Notes until June 9, 2008 only in connection with the failure by the
Company to pay any interest when due and (ii) extend the maturity date of the
Notes until June 9, 2008; provided
that: (a)
immediately upon receipt by the Company of the Acknowledgement (as defined
herein) from a Lender the Company shall issue to such Lender that number of
shares of Common Stock of the Company set forth on Schedule
I
attached
hereto (b) the Company acknowledges that as of the Default Date, interest on
the
Notes have been accruing at 22% per annum in accordance with the terms of the
Notes and (c) interest on the Notes shall continue to accrued at the Default
Rate until the Notes are paid back in full.
D. Except
for the express waiver contained in Section C of this Forbearance Agreement,
the
Agent has not waived, is not by this Forbearance Agreement waiving, has no
intention of waiving and may never waive, any Events of Default which may have
occurred or are continuing on the date hereof or any Events of Default which
may
occur after the date hereof and nothing contained herein or the transactions
contemplated hereby shall be deemed to co
