LOAN PAYMENT
AGREEMENT
This Loan
Payment Agreement is by and between Pressure BioSciences, Inc. (the
“Company”), Resort Accommodations International, LLC
(“RAI”), and Richard T. Schumacher
(“Schumacher”).
WHEREAS , in January 2002, the Company pledged a
$1,000,000 interest bearing deposit at Commerce Bank & Trust
Company (the “Bank”) to secure its limited guaranty of
loans in the aggregate amount of $2,418,000 from the Bank to RAI,
an entity controlled by Schumacher, and, in connection therewith,
the Company obtained a junior security interest in collateral,
consisting of Schumacher’s shares of the Company’s
common stock, pledged by Mr. Schumacher to the
Bank;
WHEREAS , in January 2003, the $1,000,000 held in
the interest bearing deposit account pledged to the Bank was used
by the Bank to satisfy its limited guaranty obligation to the Bank
(the “Taking”);
WHEREAS , as a result of the Taking, the Company has
maintained a $1.0 million loan receivable from
Schumacher;
WHEREAS , following the payment in full by RAI and
Schumacher of his loan to the Bank in February 2005, the
Company became the holder of a first priority security interest in
Schumacher's shares of the Company’s common stock to secure
the repayment of the Company's $1,000,000 loan receivable together
with associated accrued interest from Schumacher;
WHEREAS , Schumacher’s shares of the
Company’s common stock constituting the collateral currently
consists of 479,657 shares of the Company’s common
stock;
WHEREAS , the agreements and instruments evidencing the
foregoing consist of that certain Junior Participation Agreement
dated as of January 15, 2002 by and between the Bank, RAI,
Schumacher and the Company, that certain Pledge and Security
Agreement dated as of January 15, 2002 by and between Schumacher,
the Company and the Bank (the “Pledge and Security
Agreement”), that certain Limited Guaranty dated January 15,
2002 from the Company to the Bank, that certain Sixth Restated Loan
Agreement dated as of January 15, 2002 by RAI in favor of the Bank,
as assignee of BankBoston, N.A., and that certain Sixth Note
Modification Agreement dated as of January 15, 2002 by and between
RAI and the Bank, as assignee of BankBoston, N.A. and the various
other documents referred to in the foregoing documents (together,
the “Documentation”).
NOW
THEREFORE , the
Company, RAI, and Schumacher agree as follows:
1.
Representations and
Warranties of Schumacher . RAI and Schumacher hereby represent and
warrant to the Company as follows:
