Attached files
Exhibit 10.14
11TH AMENDMENT TO LOAN TRANSACTION AGREEMENT
THIS AMENDMENT TO LOAN TRANSACTION AGREEMENT (the “Amendment”) is made and entered into effective as of the ____ day of March, 2011, by and between Silvergraph International, Inc. (the “Company”) and the undersigned holders of promissory notes referenced below (the “Holders”), upon the following premises:
A. Holders are the holders of certain 7% Convertible Promissory Notes dated January 25, 2008 (the “Notes”) which were purchased from the Company pursuant to the terms of a Subscription Agreement and Security Agreement of the same date.
B. The obligations represented by the Notes have been amended by a 1st Amendment to the 7% Notes due May 31, 2008, dated May 31, 2008; a 2nd Amendment to the 7% Notes Due June 30, 2008, dated June 20, 2008; a 3rd Amendment to the 7% Notes due August 31, 2008, dated August 31, 2008; a 4th Amendment to the 7% Notes due October 31, 2008, a 5th Amendment to the 7% Notes due December 15, 2008, a 6th Amendment to the 7% Notes due January 31, 2009; a 7th Amendment to the 7% Notes due January 31, 2009, a 8th Amendment to the 7% Notes due January 31, 2009, a 9th Amendment to the 7% Notes due January 31, 2009 and a 10th Amendment to the 7% Notes due January 31, 2009 (the “Prior Amendments”) which are incorporated herein by reference. For purposes of this Amendment, the Notes, Subscription Agreement and Security Agreement, as amended by the Prior Amendments, are hereby collectively referred to as the “Bridge Loan Agreement.”
C. The Company requires Eighteen Thousand Seven Hundred Fifty dollars ($18,750) for working capital in order to file its 2010 10K, file annual fees, file tax returns and to take other legal steps to remain in compliance.
D. The Company has asked for, and Antaeus Capital Partners, LLC and Thomas G. Schuster have agreed to invest Eighteen Thousand Seven Hundred Fifty dollars ($18,750) under the terms and conditions of the Bridge Loan Agreement. As consideration for such extension, the Company has agreed to grant to Holders shares of common stock of the Company.
NOW, THEREFORE, in consideration of the above premises and for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1. Working Capital Investment. Antaeus Capital Partners, LLC and Thomas G. Shuster agree to purchase common stock of the Company at a price equal to $.05 per share as follows:
A. Antaeus Capital Partners, LLC
Investment Amount: $13,078.13
B. Thomas G. Schuster
Investment Amount: $5,671.88
Amendment to Loan Transaction Agreement
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2. Cooperation. Each of the Parties to this Amendment agree to execute such documents and take such further action as may be necessary to carry out the objectives of this Amendment. In addition, the Company covenants to take all reasonable steps to comply with the terms of the Bridge Loan Agreement.
3. Scope of Amendment. Except as amended above, the terms contained in the Bridge Loan Agreement (including the Prior Amendments) shall remain the same and in full force and effect.
[Signature page follows]
Amendment to Loan Transaction Agreement
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IN WITNESS WHEREOF, this Amendment has been executed and delivered on the date hereof by the duly authorized representative of the Company and the Holders.
COMPANY:
SILVERGRAPH INTERNATIONAL, INC.
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By:
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Name:
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James R. Simpson
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Title:
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Chief Executive Officer
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Date:
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HOLDERS:
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ANTAEUS CAPITAL PARTNERS, LLC
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By:
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Name:
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Cesar Moya
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Title:
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Authorized Signatory
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Date:
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THOMAS G. SCHUSTER
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Name:
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Thomas G. Schuster
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Date:
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Amendment to Loan Transaction Agreement
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