CONSENT OF LENDER TO SALE OF ASSET by P&S SPIRIT, LLC
Exhibit
10.2
by
P&S SPIRIT, LLC
WHEREAS,
P&S Spirit, LLC, a Nevada limited liability company, as lender (“Lender”),
has entered into two loan agreements with New World Brands, Inc., a Delaware
corporation, as borrower (“Borrower”), one dated March 29, 2007 (the “Term
Loan”) and one dated May 31, 2007 (the “Credit Line,” and the Term Loan and
Credit Line collectively the “Loans,” and the related loan agreements,
promissory notes and related documentation the “Loan Agreements”).
WHEREAS,
pursuant to the Loan Agreements Borrower has granted Lender a security interest
in all Borrower’s shares of IP Gear, Ltd., an Israeli limited liability company
(“IP Gear”), which is a wholly owned subsidiary of Borrower, and the Loan
Agreements further provide that a sale of Borrower’s IP Gear shares, absent
▇▇▇▇▇▇’s consent, would cause a repayment of all currently outstanding principal
under the Loans.
WHEREAS,
Borrower desires to sell all of Borrower’s IP Gear shares to TELES AG
Informationstechnologien, a German company (the proposed sale the “Teles Sale”),
and desires to consummate the Teles Sale in accordance with the Share Sale
and
Purchase Agreement, dated July 26, 2007, in the form provided to Lender, subject
to the terms and conditions hereof.
WHEREAS,
▇▇▇▇▇▇ believes that the Teles Sale is in the best financial interests of
▇▇▇▇▇▇▇▇ and is most likely to improve Borrower’s financial circumstances and
credit, and desires to consent to the consummation of the Teles Sale, subject
to
the terms and conditions hereof.
NOW
THEREFORE, Lender and Borrower, each intending to be legally bound hereby and
each being fully advised as to the terms and conditions of, and facts regarding,
the Teles Sale, agree as follows:
1. Subject
to the terms and conditions hereof (including without limitation the repayment
requirement provided herein), Lender hereby irrevocably consents to the Teles
Sale in accordance with the Share Sale and Purchase Agreement, releases and
terminates Lender’s security interest in the IP Gear shares, and agrees that
consummation of the Teles Sale shall not be deemed or give rise to an event
of
default, penalty, or increase under, or termination of, the Loan Agreements,
shall not, except as otherwise provided herein, accelerate any amounts owing
under the Loan Agreements or trigger any prepayment or give rise to any payment
not otherwise required under the Loan Agreements, and shall not require Borrower
to provide any additional security, collateral, reserve or payment under the
Loan Agreements.
2. Section
1 notwithstanding, Borrower shall pay to Lender, as a partial repayment of
principal of the Term Loan, the sum of $500,000.00, payable upon or immediately
after the closing of the Teles Sale.
3. In
the event that Lender, Borrower and Teles are able to reach agreement by which
the Teles loan agreement described in the Share Sale and Purchase Agreement
is
made available to
Borrower
consistent with the terms and conditions set forth in the Share Sale and
Purchase Agreement, Borrower shall then borrow, and Lender shall then lend,
the
sum of $500,000.00 as an advance pursuant to the Credit Line Agreement, to
be
used by Borrower solely to repay then outstanding principal under the Term
Loan.
4. The
parties acknowledge that ▇▇▇▇▇▇’s consent hereunder shall not impair or affect
any unrelated provisions of the Loan Agreements, all of which remain in full
force and effect.
IN
WITNESS WHEREOF, the undersigned have duly executed this Consent as of July
26,
2007.
P&S
Spirit, LLC
/s/
▇▇▇▇▇
▇▇▇▇▇▇
By:
▇▇▇▇▇ ▇▇▇▇▇▇, Member
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