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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
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