TGLO » Topics » NOW THEREFORE, IN CONSIDERATION OF TEN DOLLARS

This excerpt taken from the TGLO 10-Q filed May 8, 2009.
NOW THEREFORE, IN CONSIDERATION OF TEN DOLLARS ($10.00) and other good and valuable considerations, the receipt, adequacy and sufficiency of which are hereby acknowledged, Maker and Holder hereby agree as follows:

1.  Recitals; Capitalized Terms.  The foregoing Recitals are true and correct and are incorporated herein by this reference, as if set forth in their entirety.  Any capitalized term not defined in this Agreement shall have the meaning ascribed to it in the Note and/or the Loan Agreement, as applicable.

2.  Extension of Maturity Date; Demand Obligation. From and after the original Maturity Date of June 6, 2009, the principal amount of the Note shall be due and payable on the earlier of (i) five business days following any DEMAND for payment, which DEMAND may be made by the Holder at anytime, or (ii) the occurrence of an “Event of Default” as defined in the Loan Agreement (as applicable, the “Maturity Date”).  Accrued interest, at the rate provided in the Note, shall be due and payable on the Maturity Date.

3.  Estoppel.

(a)  Balances under the Note. Maker and Holder agree that the current outstanding principal balance due under the Note is $500,000 and that the accrued and unpaid interest on such amount as of May 7, 2009 is $40,630.

(b)  Ratification; No Claims; No Defaults.  As of the Effective Date of this Agreement, the Note and Loan Agreement are each ratified and confirmed as written, except as modified by this Agreement.  Holder acknowledges and agrees that no Default or Event of Default has occurred under the Note or Loan Agreement.

4.  Cooperation.  Maker and Holder agree from time to time, as may be reasonably requested by the other, to execute and deliver such further instruments and documents and do all matters and things which may be convenient or necessary to more effectively and completely carry out the intention on the Note, the Loan Agreement and this Agreement.

5.  Amendments.  This Agreement, the Loan Agreement, the Note and any other loan documents may not be modified, amended, changed or terminated orally, but only by an agreement in writing executed by Maker and Holder.  Except as specifically modified in this Agreement, the remaining terms of the Loan Agreement and Note shall remain in full force and effect without modification.
 
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