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EX-4.1 - PROMISSORY NOTE - URBAN AG. CORPurban_10k-ex401.htm
EX-3.4 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - URBAN AG. CORPurban_10k-ex304.htm
EX-10.17 - STOCK PURCHASE AGREEMENT WITH DISTRESSED ASSET ACQUISITIONS, INC. - URBAN AG. CORPurban_10k-ex1017.htm
EX-21.1 - LIST OF SUBSIDIARIES - URBAN AG. CORPurban_10k-ex2101.htm
EX-10.13 - STOCK PURCHASE AGREEMENT - URBAN AG. CORPurban_10k-ex1013.htm
EX-10.18 - EMPLOYMENT AGREEMENT - URBAN AG. CORPurban_10k-ex1018.htm
EX-32.1 - CERTIFICATION - URBAN AG. CORPurban_10k-ex3201.htm
EX-31.1 - CERTIFICATION - URBAN AG. CORPurban_10k-ex3101.htm
EX-31.2 - CERTIFICATION - URBAN AG. CORPurban_10k-ex3102.htm
EX-23.1 - CONSENT - URBAN AG. CORPurban_10k-ex2301.htm
EX-10.16 - FACTORING AND SECURITY AGREEMENT WITH MIDLAND AMERICAN CAPITAL - URBAN AG. CORPurban_10k-ex1016.htm
EXCEL - IDEA: XBRL DOCUMENT - URBAN AG. CORPFinancial_Report.xls
10-K - ANNUAL REPORT - URBAN AG. CORPurban_10k-123111.htm
XML - IDEA: XBRL DOCUMENT - URBAN AG. CORPR5.htm
XML - IDEA: XBRL DOCUMENT - URBAN AG. CORPR1.htm
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EX-10.15 - LOAN PURCHASE AND SALE AGREEMENT WITH SUMMITBRIDGE CREDIT INVESTMENTS LLC - URBAN AG. CORPurban_10k-ex1015.htm
v2.4.0.6
17. Subsequent Events
12 Months Ended
Dec. 31, 2011
Subsequent Events [Abstract]  
17. Subsequent Events

On January 11, 2012, the Company executed a Loan Purchase and Sale Agreement with Summitbridge Credit Investments LLC (“Summitbridge”) in order to resolve certain outstanding loans owed by the recently acquired CCS Environmental Worldwide Inc. to Summitbridge, along with accrued interest and fees, in the amount of $2,018,339 (the “Summitbridge Settlement”). Pursuant to the Loan Purchase and Sale Agreement, the parties agreed to the following: (i) that Summitbridge sell, assign, convey and transfer to the Company, without recourse, representation or warranty all of Summitbridge’s interest in the loans; and (ii) the Company to pay Summitbridge the amount of $1,335,000. The Company recorded a gain of $602,745 resulting from this transaction.

 

On January 12, 2012, the Company entered into a Secured Promissory Note and Convertible Preferred Stock Purchase Agreement with Peter S. Johnson, Esq. as Trustee of the Magliochetti Family 2009 Trust DTD 1/12/09 (the “Magliochetti Trust”) whereby the parties agreed to the following: (i) the Magliochetti Trust agreed to lend to the Company $950,000, and (ii) for the Company to issue 10,000,000 shares of Series A Convertible Preferred Stock for $50,000 pursuant to a Certificate of Designation in form and substance acceptable to the Magliochetti Trust and to take all steps necessary and desirable to amend its Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock such that a sufficient number of such shares of common stock shall be reserved for issuance upon conversion of the Series A Preferred Stock. The loan was collateralized by all of the Company’s assets, had an interest rate of 9.5% and was repaid in full on March 12, 2012. The preferred stock has a 12% cumulative dividend rate and is convertible into two shares of the Company’s common stock per share of Preferred Stock. The 10,000,000 shares of Series A Preferred held by the Magliochetti Trust had accrued and unpaid dividends of approximately $5,100 at October 5, 2012.

 

On March 9, 2012, the Company entered into a Factoring & Security Agreement (the “Factoring Agreement”) with Midland American Capital (“Midland”). As part of the agreement, the Company sold its right, title and interest in its accounts receivable, with full recourse. As stipulated in the Agreement, approximately 80% of the amount of accounts receivable were purchased by Midland throughout the term of the Factoring Agreement The Factoring Agreement contains warranties and covenants that must be complied with on a continuing basis. The Company is not in compliance with the Factoring Agreement and in July 2012, Midland terminated this agreement and is applying collections to the outstanding loan. The outstanding loan was approximately $1.7 million at October 5, 2012. The factor has not advanced funds on sales subsequent to the termination in July 2012. Collections on subsequent sales are not assigned to the factor and receipts thereon are available to the Company.

 

Effective March 31, 2012 (“Effective Date”) the Company entered into a Stock Purchase Agreement (the "UAC Agreement”) with Distressed Asset Acquisitions, Inc. (“DAAI”) to divest itself of all ownership of its wholly owned subsidiary, Urban Agricultural Corporation (“UAC”). The UAC Agreement provides that DAAI will pay $100 and assume all liabilities as of the Effective Date for 100% of the stock in UAC. The Company recorded a gain of approximately $143,000 on the transaction.

 

The Company also executed a Stock Purchase Agreement with Green Wire, Inc. on March 31, 2012. Subsequently the transaction was rescinded.

 

On June 18, 2012, the Company entered into a Short Term Loan Agreement (“Short Term Loan”) with the Magliochetti Trust whereby the Magliochetti Trust agreed to lend to the Company $68,000 for $7,000 in interest, and for the Company to issue 500,000 shares of common stock, which are restricted as to transferability. The loan was due on or before June 25, 2012 and has not been paid.

 

On July 15, 2012, the Company entered into a Promissory Note Agreement with the Magliochetti Trust whereby the Magliochetti Trust agreed to lend to the Company $500,000 at an interest rate of 10%. The Promissory Note is payable on or before December 31, 2012.