EXHIBIT 10.13
BRIDGE LOAN AND CONTROL SHARE PLEDGE AND SECURITY AGREEMENT
THIS BRIDGE LOAN AND CONTROL SHARE PLEDGE AND SECURITY AGREEMENT (this
"Agreement") is made this October 11, 2005, by and among ULURU, INC., a Delaware
corporation ("Borrower"), OXFORD VENTURES, INC, a Nevada corporation ("Lender"),
and ▇▇▇▇▇ ▇. ▇▇▇▇, the Borrower's controlling shareholder (the "Shareholder").
W I T N E S S E T H:
WHEREAS, Lender and Borrower have agreed upon the terms and conditions of
a merger (the "Merger") and related transactions (collectively, the
"Transactions"), as set forth in the Term Sheet attached hereto as Exhibit A
(the "Term Sheet"); and
WHEREAS, simultaneously herewith Lender has consummated a bridge financing
from Highgate House Funds, Ltd. and Prenox, LLC of up to $15 million through the
issuance of a series of secured convertible debentures (the "Bridge Loan");
WHEREAS, to provide Borrower with sufficient working capital to enable
Borrower to acquire certain pharmaceutical assets (the "Asset Acquisition")
while Lender and Borrower prepare the documentation necessary and appropriate to
consummate the Transactions and obtain all necessary approvals from stockholders
and third parties, Lender has agreed to utilize certain of the proceeds of the
Bridge Loan to provide Borrower with a temporary loan; and
WHEREAS, in order to secure the Borrower's obligations under such loan
including, but not limited to, the Borrower's obligations under the Note and
Security Agreement (hereinafter referenced), each dated as of even date
herewith, the Shareholder has agreed to issue and pledge to the Lender 1,200
shares of the Borrower's common stock (the "Borrower Control Shares") which will
constitute 54.5% of the outstanding capital stock of Borrower, on a
fully-diluted basis, and the Borrower has agreed to issue no additional shares
of capital stock;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrower and the Lenders, intending to be legally bound, agree as
follows:
ARTICLE I - LOAN
1.1. Loan. Lender agrees, on the terms and conditions of this Agreement,
to make loans to Borrower in an amount up to Ten Million, Seven-Hundred Thousand
Dollars ($10,700,000) (the "Commitment"), subject to the further terms hereof.
Upon the execution and delivery of this Agreement, the Lender shall loan to
Borrower the amount of Ten Million, Seven-Hundred Thousand Dollars ($10,700,000)
(the "Loan"). Upon written instruction, the Borrower may direct the Lender to
pay directly a portion of the Loan to the Borrower's creditors or other entities
directly without that portion of the Loan passing through the Borrower. The full
outstanding principle balance of the Loan may be prepaid on any Business Day and
shall in any case be repaid in full on the date which is 120 days after the date
hereof (the "Due Date").
1.2. The Note. Borrower has authorized the issuance of a promissory note
(the "Note") made in favor of Lender by Borrower, which shall be in the form set
forth in Exhibit B attached hereto. In Lieu of interest on the Loan, the
Borrower shall pay a fee on the Commitment at the rate of ten percent (10%) per
annum on the full amount of the Commitment, and such fee shall accrue for the
period from the date hereof to the Due Date regardless of the actual amount
borrowed by Borrower or whether the Loan is prepaid prior to the Due Date, and
shall be due and payable as provided in Section 1.3; provided, however, that
from and after an Event of Default, as defined in Article VI hereof (including,
without limitation, any failure to pay the outstanding amount of the Loan and
such fee on the Due Date), such fee shall increase to fifteen percent (15%) per
annum in the full amount of the Commitment for the period from the Event of
Default until the Loan is repaid in full with any accrued and unpaid fee.
1.3. Payments. Borrower will begin making consecutive monthly fee only
payments on the Loan of accrued fee commencing thirty (30) days the date hereof
and continuing through the date the Borrower shall repay the unpaid principal
amount of the Loan, together with accrued and unpaid fee; provided, that upon
the closing of the Merger, all amounts outstanding under the Loan shall be
forgiven, and the Note shall be deemed repaid in full.
ARTICLE II - SECURITY
As collateral security for Borrower's obligations hereunder and under the
Note, Borrower will grant and pledge a security interest in all of its
respective assets to Lender, upon the terms and conditions of a Security
Agreement in the form set forth in Exhibit C attached hereto, which is being
executed and delivered simultaneously herewith. As an additional inducement to
Lender to make the Loan hereunder, the Shareholder will pledge the Borrower
Control Shares, as provided for below. All certificates representing Borrower's
equity ownership of its Subsidiaries, together with all certificates
representing the Borrower Control Shares, shall be deposited into escrow
pursuant to the Pledge and Escrow Agreement (the "Escrow Agreement") being
executed simultaneously herewith
For purposes of this Agreement, a "Subsidiary" means any corporation,
partnership, joint venture or other entity in which Borrower has, directly or
indirectly, an equity interest representing 50% or more of the capital stock
thereof or other equity interests therein.
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ARTICLE III - BORROWER CONTROL SHARES
3.1 Rights Relating to Borrower Control Shares. Prior to the occurrence
of an Event of Default (as defined herein) and the expiration of the applicable
Cure Period, (i) the Lender shall have no right to vote the Borrower Control
Shares at any meeting of the Borrower's stockholders, and (ii) the Lender shall
have no right to assign or transfer the Borrower Control Shares. Upon the
occurrence of such an Event of Default and the continuance thereof following the
expiration of the applicable Cure Period, the Lender shall be entitled (X) to
vote the Borrower Control Shares, and (Y) to assign or transfer such Borrower
Control Shares, and to enjoy all other rights and privileges incident to the
ownership of the Borrower Control Shares. Lender shall credit against the
amounts owed on the Loan, any dividends or distributions received with respect
to the Borrower Control Shares, and any proceeds received from the sale or
disposition of the Borrower Control Shares. 3.2 Release of Pledged Shares from
Pledge and Borrower Control Shares from Escrow. Upon the payment of all amounts
due to the Lender under the Loan Documents (as defined below) by repayment in
accordance with the terms of the Note, the parties hereto shall notify the
Escrow Agent to such effect in writing. Upon receipt of such written notice, the
Escrow Agent shall return to the party designated in the notice the Transfer
Documents and the certificates representing the Borrower Control Shares.
Notwithstanding anything to the contrary contained herein, upon full payment of
all amounts due to the Lender under the Loan Documents, by repayment in
accordance with the terms of the Note, this Agreement and Lender's security
interest and rights in and to the Borrower Control Shares shall terminate.
ARTICLE IV - REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants as follows in Section 4.1 to 4.11:
4.1. Organization. Borrower is a corporation duly existing under the laws
of Delaware and is qualified and licensed to do business in any jurisdiction in
which the conduct of its business or its ownership of property requires that it
be so qualified, except where the failure to be so qualified would not have a
material adverse effect on the business, operations, condition (financial or
otherwise), property or prospects of Borrower or any Subsidiary, or the ability
of Borrower or any Subsidiary to carry out their respective obligations under
the Loan Documents (as defined in Section 4.2 below) (a "Company Material
Adverse Effect").
4.2. Authorization. All corporate action on the part of Borrower and its
officers, directors and stockholders necessary for the authorization, execution,
delivery and performance of all obligations of Borrower under this Agreement,
the Note, the Security Agreement, the Escrow Agreement and all other documents
necessary or desirable in connection with the Loan (collectively, the "Loan
Documents") to which any of them may be a party have been taken. This Agreement,
the Notes, and the Security Agreement, when executed and delivered by Borrower,
shall constitute legal, valid and binding obligations of Borrower, enforceable
against Borrower in accordance with their terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, moratorium or similar laws
affecting creditors' rights and the enforcement of debtors' obligations
generally and by general principles of equity, regardless of whether enforcement
is pursuant to a proceeding in equity or at law.
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4.3. Absence of Conflicts. The execution, delivery and performance of
this Agreement is not in conflict with nor does it constitute a breach of any
provision contained in Borrower's organizational documents, nor will it
constitute an event of default under any material agreement to which Borrower is
a party or by which Borrower is bound.
4.4. Consents and Approvals. Borrower has obtained all consents,
approvals and authorizations of, made all declarations or filings with, and
given all notices to, all governmental authorities and agencies that are
necessary for the continued operation of Borrower's business as currently
conducted, or are required by law.
4.5. Capitalization. Borrower has 3,000 authorized shares of common stock
and 2,200 issued and outstanding shares of common stock. The Borrower has no
other authorized, issued or outstanding shares of capital stock. There are no
subscriptions, convertible securities, options, warrants or other rights
(contingent or otherwise) currently outstanding to purchase any of the
authorized but unissued capital stock of Borrower. Except as contemplated by the
Transactions, Borrower has no obligation to issue shares of its capital stock,
or subscriptions, convertible securities, options, warrants, or other rights
(contingent or otherwise) to purchase any shares of its capital stock or to
distribute to holders of any of its equity securities, any evidence of
indebtedness or asset. No shares of Borrower capital stock are subject to a
right of withdrawal or a right of rescission under any applicable securities
law. There are no outstanding or authorized stock appreciation, phantom stock or
similar rights with respect to the Borrower. To the Knowledge of the Borrower,
except as contemplated by this Agreement, there are no agreements to which the
Borrower is a party or by which it is bound with respect to the voting
(including without limitation voting trusts or proxies), registration under any
applicable securities laws, or sale or transfer (including without limitation
agreements relating to pre-emptive rights, rights of first refusal, co-sale
rights or "drag-along" rights) of any securities of the Borrower. To the
Knowledge (as defined below) of the Borrower, there are no agreements among
other parties, to which the Borrower is not a party and by which it is not
bound, with respect to the voting (including without limitation voting trusts or
proxies) or sale or transfer (including without limitation agreements relating
to rights of first refusal, co-sale rights or "drag-along" rights) of any
securities of the Borrower.
4.6. Litigation. There are no actions, suits, claims, investigations,
arbitrations or other legal or administrative proceedings, to the Knowledge of
Borrower, threatened against Borrower at law or in equity, and to Borrower's
Knowledge, there is no basis for any of the foregoing. There are no unsatisfied
judgments, penalties or awards against or affecting Borrower or its businesses,
properties or assets. Borrower is not in default, and no event has occurred
which with the passage of time or giving of notice or both would constitute a
default by Borrower with respect to any order, writ, injunction or decree known
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to or served upon Borrower of any court or of any foreign, federal, state,
municipal or other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign. There is no action or suit by Borrower
pending or threatened against others. Borrower has complied with all laws,
rules, regulations and orders applicable to its current business, operations,
properties, assets, products and services the violation of which would have a
material adverse effect. There is no existing law, rule, regulation or order,
and Borrower has no Knowledge of any proposed law, rule, regulation or order,
whether foreign, federal or state, that would prohibit or materially restrict
Borrower from, or otherwise materially adversely affect Borrower in, conducting
its businesses in any jurisdiction in which it is now conducting business.
As defined in this Agreement, "Knowledge" of Borrower means the actual
knowledge by a director or officer of Borrower of a particular fact or
circumstance or such knowledge as may reasonably be imputed to such person as a
result of his actual knowledge of other facts or circumstances as well as any
other knowledge which such person would have possessed had they made reasonable
inquiry of appropriate employees and agents of Borrower with respect to the
matter in question.
4.7. Absence of Certain Events. To the Borrower's Knowledge, there is no
existing condition, event or series of events which reasonably would be expected
to have a Company Material Adverse Effect.
4.8 Title to Property and Assets. Borrower does not own any real
property. Borrower has good and marketable title to all of its personal property
and assets free and clear of any material restriction, mortgage, deed of trust,
pledge, lien, security interest or other charge, claim or encumbrance which
would have a material adverse effect. With respect to properties and assets it
leases, Borrower is in material compliance with such leases and holds a valid
leasehold interest free of any liens, claims or encumbrances which would have a
material adverse effect.
4.9. Governmental Permits. Borrower holds all licenses, franchises,
permits and other governmental authorizations which are required for the conduct
of any aspect of Borrower's business, as presently conducted and as presently
contemplated to be conducted, including, but not limited to, all such business
operations contemplated by, or incident to, the Transactions. All such licenses,
franchises, permits and other governmental authorizations are valid and current,
and Borrower has not received any notice that any governmental authority intends
to cancel, terminate or not renew any such license, franchise, permit or other
governmental authorization. Borrower has conducted and is conducting its
business in compliance with the requirements, standards, criteria and conditions
set forth in such licenses, franchises, permits and other governmental
authorizations, and all laws and regulations applicable thereto, and is not in
violation of any of the foregoing. The consummation of the transactions
contemplated hereunder will not alter or impair or require changes to any such
license, franchise, permit or other governmental authorization.
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4.10 Borrower Control Shares. The Borrower Control Shares have been duly
authorized and validly issued, were fully paid and non-assessable and, at the
time of issuance, were free and clear of all Liens imposed by the Borrower or
any other person. As used in this Agreement "Lien" means a lien, charge,
security interest, right of first refusal, preemptive right, mortgage, pledge,
title retention device, or other encumbrance or restriction.
4.11 Equity Interests. The Borrower has no equity interest in any
corporation, partnership, joint venture or other entity.
4.12 Ownership if Borrower Control Shares. The Shareholder represents and
warrants that as of the Closing, he has clear and marketable title to the
Borrower Control Shares, and that the Borrower Control Shares are free and clear
of all liens and encumbrances, except as imposed by this Agreement.
ARTICLE V - COVENANTS OF BORROWER
So long as the Note is outstanding, Borrower agrees that, unless Lender
shall give its prior consent in writing, which consent shall not be unreasonably
withheld:
5.1. Ordinary Course. Borrower shall carry on its business in the
ordinary course substantially as conducted heretofore, and shall not engage in
any transaction outside of the ordinary course of business.
5.2. Maintain Properties. Borrower shall maintain its properties and
facilities in good working order and condition, reasonable wear and tear
excepted.
5.3. Performance under Agreements. Borrower shall perform all of its
obligations under agreements relating to or affecting its assets, properties or
rights.
5.4. Cooperation with Lender. Borrower shall cooperate with Lender and
shall use its reasonable best efforts to consummate the Transactions.
5.5. Financial Statements. Borrower shall provide to Lender prior to the
earlier of the Due Date or the consummation of the Merger any such audited or
unaudited financial statements as may be required under applicable U.S.
Securities Exchange Commission ("SEC") regulations for inclusion of such
statements in Lender's SEC and other regulatory filings upon and following the
Closing of the Merger.
5.6. Maintenance of Business Organization. Borrower shall maintain and
preserve its business organization intact and use its best efforts to retain its
present key employees and relationships with suppliers, customers and others
having business relationships with Borrower.
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5.7. Compliance with Permits. Borrower shall maintain compliance with all
permits, laws, rules and regulations, consent orders and all other orders of
applicable courts, regulatory agencies, and similar governmental authorities.
5.8. Leases. Borrower shall maintain its present leases in accordance
with their respective terms, and shall not enter into new or amended lease
instruments.
5.9. Payments. Except with respect to fees due to attorneys, accountants,
and investment bankers relating to the Transactions, including with respect to
the Loan, Borrower shall not make any payment, or incur any obligation to make
any payment or series of payments other than in the ordinary course of business
in excess of an aggregate of $50,000 without the prior written consent of the
Lender.
5.10. Loan Documents. Borrower shall comply in all respects with the terms
of the Security Agreement and all other Loan Documents.
5.11. Indebtedness. Except as contemplated by the Asset Acquisition,
Borrower shall not incur any indebtedness other than: (i) trade debt incurred in
the ordinary course of business, (ii) purchase money obligations in the ordinary
course of business up to $25,000, or (iii) taxes and assessments not delinquent
or actively being contested in good faith by Borrower and for which Borrower has
adequate reserves
5.12. Liens. Borrower shall not permit to exist against any of its assets
any Lien except for (i) Permitted Liens (as defined in the Security Agreement),
(ii) taxes and assessments not delinquent or actively being contested in good
faith by Borrower and for which Borrower has adequate reserves, or (iii)
deposits or pledges for goods or services made in the ordinary course of
business.
5.13. Mergers. Except as contemplated by the Transactions, Borrower shall
not merge or consolidate with or into any other corporation, or sell, assign,
lease or otherwise dispose of or voluntarily part with the control (whether in
one transaction or in a series of related transactions) of assets (whether now
owned or hereafter acquired) having a fair market value of more than $5,000 at
the time(s) of transfer, or sell, assign or otherwise dispose of (whether in one
transaction or in a series of transactions) any of its accounts receivable
(whether now in existence or hereafter created) at a discount or with recourse,
to any person, except sales or other dispositions of assets in the ordinary
course of business.
5.14. Issuance of Capital Stock. Except as contemplated by the
Transactions, Borrower shall not issue, or agree or commit to issue, any shares
of capital stock, or to issue or grant any option, warrant, security or other
rights (contingent or otherwise) to purchase or acquire shares of its capital
stock, or any bond, debenture or other instrument or obligation which has the
power to vote in respect to the corporate affairs and management of Borrower.
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5.15. Charter Documents. Borrower shall not make any amendment to its
Certificate of Incorporation or its By-Laws.
ARTICLE VI - DEFAULTS AND REMEDIES
6.1. An "Event of Default" occurs if:
(a) Borrower defaults in the payment of any principal or fee of
the Note when the same shall become due, either by the terms thereof or
otherwise as herein provided; or
(b) Borrower defaults in the performance or observance of any
other agreement, term or condition contained in the Note or the other Loan
Documents; or
(c) Borrower shall default in the payment of any principal of, or
premium, if any, or fee on, any other indebtedness or obligation with
respect to borrowed money after expiration of any grace or cure period or
shall default in the performance of any material term of any instrument
evidencing such Indebtedness or of any mortgage, indenture or agreement
relating thereto after expiration of any grace or cure period, and the
effect of such default is to cause or to permit the holder or holders of
such obligation to cause, such Indebtedness or obligation to become due
and payable prior to its stated maturity; or
(d) The Merger shall not have closed by the Due Date; or
(e) Borrower pursuant to or within the meaning of any Bankruptcy
Law:
(i) commences a voluntary case,
(ii) consents to the entry of an order for relief against it
in an involuntary case,
(iii) consents to the appointment of a Custodian of it or for
all or substantially all of its property,
(iv) makes a general assignment for the benefit of its
creditors, or
(v) is the debtor in an involuntary case which is not
dismissed within thirty (30) days of the commencement thereof, or
(f) A court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:
(i) provides for relief against Borrower in an involuntary
case,
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(ii) appoints a Custodian of Borrower for all or
substantially all of its property, or
(iii) orders the liquidation of Borrower,
(g) A final judgment for the payment of money in an amount in
excess of $5,000 shall be rendered against Borrower (other than any
judgment as to which a reputable insurance company shall have accepted
full liability in writing) and shall remain undischarged for a period
(during which execution shall not be effectively stayed) of 20 days after
the date on which the right to appeal has expired;
(h) Any representation or warranty made by Borrower in this
Agreement, any other Loan Document or in any other document or instrument
furnished in connection with the transactions contemplated hereby shall
prove to be materially false or incorrect on the date as of which made; or
(i) An event shall occur or there exist facts or
circumstances which create or result in a Material Adverse Effect;
then upon the occurrence of any Event of Default described in paragraphs (e) or
(f), the unpaid principal amount of and accrued fee on the Note shall
automatically become due and payable, without presentment, demand, protest or
notice of any kind, all of which are hereby waived by Borrower.
Upon the occurrence of any other Event of Default, Lender shall give
Borrower written notice of default. Borrower shall have seventy five (75) days
(the "Cure Period") after receipt of written notice of default from Lender to
cure said default. Borrower may cure the default prior to the expiration of the
Cure Period by (i) making payment in full to Lender of the entire principal
amount outstanding under the Note and all accrued fee thereon, together with all
other sums due thereunder and hereunder and (ii) Lender shall cause the Escrow
Agent to release the Borrower Control Shares to Borrower. During the Cure Period
Lender may not exercise the rights and remedies granted to it with respect to
the Collateral under the Loan Documents.
Notwithstanding the foregoing, if an Event of Default is cured prior to
the end of the Cure Period (including, but not limited to, an Event of Default
pursuant to Section 6.1(d) above), Borrower shall use its best efforts to ensure
that the Merger and the Transactions are consummated.
If the Event of Default is not cured by the end of the Cure Period, then
in addition to any other rights, powers and remedies permitted by law or in
equity, the Lender may, at its option, by notice in writing to Borrower, declare
the Note to be, and the Notes shall thereupon be and become, immediately due and
payable, together with fee accrued thereon and all other sums due hereunder,
without presentment, demand, protest or other notice of any kind, all of which
are waived by Borrower.
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Upon the continuance of any Event of Default after the expiration of the
applicable Cure Period, the holder of the Note may proceed to protect and
enforce its rights by an action at law, suit in equity or other appropriate
proceeding, whether for the specific performance of any agreement contained
herein or in the Note held by it, for an injunction against a violation of any
of the terms hereof or thereof, or for the pursuit of any other remedy which it
may have by virtue of this Agreement, the Security Agreement or pursuant to
applicable law. Borrower shall pay to the holder of the Notes upon demand the
reasonable costs and expenses of collection and of any other actions referred to
in this Article, including without limitation reasonable attorneys' fees,
expenses and disbursements.
No course of dealing and no delay on the part of the holder of the Note in
exercising any of its rights shall operate as a waiver thereof or otherwise
prejudice the rights of such holders, nor shall any single or partial exercise
of any right, power or remedy preclude any other or further exercise thereof or
the exercise of any other right, power or remedy hereunder. No right, power or
remedy conferred hereby or by the Note on the holder thereof shall be exclusive
of any other right, power or remedy referred to herein or therein or now or
hereafter available at law, in equity, by statute or otherwise.
6.2. For purposes of this Article, the following definitions shall apply:
"Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors, or equivalent law of a non-U.S. jurisdiction.
"Custodian" means any receiver, trustee, assignee, liquidator or similar
official under any Bankruptcy Law.
ARTICLE VII - NOTICES
All notices, requests and demands shall be given to or made upon the
respective parties hereto in writing, such address as may be designated by it in
a written notice to the other party. All notices, requests, consents and demands
hereunder shall be effective when duly deposited in the mails (by overnight
delivery by a nationally-recognized overnight courier service or by United
States registered or certified mail, postage prepaid, return receipt requested)
with a copy via facsimile. Unless the parties designate otherwise, notices
should be addressed as follows:
If to Borrower:
Uluru, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇, President and Chief Executive Officer
Telephone: ▇▇▇ ▇▇▇ ▇▇▇▇
Facsimile: ▇▇▇ ▇▇▇ ▇▇▇▇
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with a copy to:
McGuireWoods LLP
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to Lender:
Oxford Ventures, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Gottbetter & Partners, LLP
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
ARTICLE VIII - MISCELLANEOUS
8.1. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to conflicts
of laws principles thereof.
8.2. Amendment. This Agreement may be amended, modified or terminated
only by an instrument in writing signed by all parties.
8.3. No Assignment. Neither this Agreement nor any right or obligation
provided for herein may be assigned by any party without the prior written
consent of the other parties.
8.4. Successors. The terms and provisions of this Agreement shall be
binding upon and inure to the benefit of, and be enforceable by, the respective
successors and assigns of the parties hereto.
8.5. Counterparts. The Agreement may be executed in any number of
counterparts, with the same effect as if all parties had signed the same
document. All such counterparts shall be deemed an original, shall be construed
together and shall constitute one and the same instrument. This Agreement may be
executed by facsimile signature.
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8.6. Construction. The language used in this Agreement shall be deemed to
be the language chosen by the parties to express their mutual intent, and no
rule of strict construction shall be applied against any party.
8.8. Counterparts. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
8.8. Severability. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction. If the final judgment of a court of
competent jurisdiction declares that any term or provision hereof is invalid or
unenforceable, the parties agree that the court making the determination of
invalidity or unenforceability shall have the power to limit the term or
provision, to delete specific words or phrases, or to replace any invalid or
unenforceable term or provision with a term or provision that is valid and
enforceable and that comes closest to expressing the intention of the invalid or
unenforceable term or provision, and this Agreement shall be enforceable as so
modified.
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IN WITNESS WHEREOF, the parties hereto have caused this Bridge Loan
Agreement to be duly executed as of the day and year first above written.
BORROWER:
ULURU, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title:
LENDER:
OXFORD VENTURES, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President and Chief Executive Officer
THE SHAREHOLDER:
▇▇▇▇▇ ▇. ▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
13
EXHIBIT A
[TERM SHEET]
14
EXHIBIT B
Form of Promissory Note
15
EXHIBIT B
[Security Agreement]
16
