EXHIBIT 10.01
WAIVER AGREEMENT
----------------
THIS
WAIVER AGREEMENT (this
"Agreement"), dated as
of May 7, 2007, by and
among CARGO
CONNECTION
LOGISTICS HOLDING, INC. a Florida corporation (the
"Company"), and MONTGOMERY EQUITY PARTNERS, LTD. (the "Buyer").
WITNESSETH
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WHEREAS, the Company issued and the Buyer purchased convertible
debentures
in principal amount aggregating $2,350,000 (the "Debentures")
pursuant to those
certain secured convertible debentures dated December 28, 2005
and February 13,
2006 (together, the "Secured Debenture");
WHEREAS, on December 28, 2005, the Company issued a warrant (the
"Warrant")
to purchase
2,000,000 shares of the Company's common stock (the "Warrant
Shares");
WHEREAS, on December
28, 2005, the Buyer and the Company entered into (i)
that certain
Securities Purchase
Agreement (the "SPA"),
and (ii) that certain
Investor Registration
Rights Agreement (the
"Registration Rights
Agreement");
and
WHEREAS, the parties also wish to enter into other agreements to
facilitate
the Company's continuing operations.
NOW,
THEREFORE,
in consideration of the mutual covenants and other
agreements contained
in this Agreement and for other good and valuable
consideration, the
receipt and adequacy
whereof is hereby
acknowledged,
the
Company and the Buyer hereby agree as follows:
1.
WAIVERS AND AGREEMENTS
----------------------
(a) Section 2 of
the Registration
Rights Agreement required that
(among other things),
the Company file an Initial Registration Statement
(as defined in the Registration Rights Agreement) and obtain effectiveness of
the Initial
Registration Statement
by certain dates. Buyer hereby waives fifty
percent (50%) of the
Company's obligation to pay any penalties and charges
relating to such failures, including Liquidated Damages (as that
term is defined
in Section 2(c) of the
Registration
Rights Agreement) that may have accrued
through the date hereof as a result of such non-compliance with the filing and
effectiveness deadlines (collectively referred to as the
"Penalties");
provided
that (i) the Company
complies with its
obligations
specified in this Waiver
Agreement and (ii) the
Debentures
are redeemed on or
before June 5, 2007 (the
"Deadline"); provided,
however, that upon the delivery by the Company to the
Buyer of significant evidence of a potential financing transaction
(the proceeds
of which would, at a
minimum, repay the
outstanding
amounts of principal
and
interest with respect to the Debentures) at any time prior to the
Deadline, the
Buyer reserves the
right to extend the Deadline to June 30, 2007 (the "Extended
Deadline"), and
that such consent shall not be unreasonably withheld,
conditioned or denied.
For the avoidance of doubt, if the Company fails to
comply with its
obligations
set forth in this
Waiver Agreement or fails to
redeem the Debentures
on or before the Deadline, or the Extended Deadline (if
applicable),
Liquidated Damages
will be deemed to have continued to accrue and
Buyer will
remain entitled to payment of 100% of the
1
<PAGE>
Penalties, and
all Penalties relating to any period on or after the date
hereof. The
Company and the Buyer
agree that the
Company may withdraw its
current registration
statement on Form
SB-2/A (Reg. No.
333-131825) that
was
filed with the United States Securities and Exchange
Commission (the "SEC")
on
July 18, 2006. The
Company shall
undertake to file a
registration
statement
covering such number of shares of common stock of the Company equal
to one-third
of the number of shares of outstanding common stock held by public
stockholders,
not including any shares held by affiliates of the Company, or the
common shares
issued or to be issued pursuant to the Secured Debenture (the "Total
Registered
Shares"), by the Deadline or the Extended Deadline, if applicable. The Company
shall use its best
efforts to obtain the
effectiveness
of such registration
statement within
60 calendar days after its filing. In the event such
registration statement
is filed and declared
effective for a number
of shares
less than the total
number of Shares that would result if the Buyer converted
all of the Debentures
eligible for conversion (the "Total Montgomery Shares"),
the Company and Buyer agree that, if requested of the Buyer,
the Company shall,
within sixty (60) calendar days following such request,
but in no event
earlier
than the latter to occur of (i) six (6) months after the initial registration
statement has been declared effective and (ii) sixty (60) days
after all shares
registered have
been sold under the initial registration statement, file
additional regi
