Exhibit 10.112
MODIFICATION AGREEMENT
MODIFICATION AGREEMENT made as of the 5th day of January 2005 to the Unsecured
Subordinated Promissory Note dated as of July 6, 2004, and amended as of
September 29, 2004 by and between LONGVIEW FUND L.P., hereinafter referred to as
"LONGVIEW" or the "HOLDER" and BRANDPARTNERS GROUP INC., hereinafter referred to
as "BRANDPARTNERS" or the "COMPANY".
W I T N E S S E T H:
WHEREAS, BRANDPARTNERS issued to LONGVIEW a $1 million Unsecured
Subordinated Promissory Note (the "PROMISSORY NOTE") and a Common Stock Warrant
(the "WARRANT") with certain registration rights pursuant to a Registration
Rights Agreement dated July 6, 2004;
WHEREAS, the parties entered into an amendment to the Registration
Rights Agreement as of August 24, 2004;
WHEREAS, the parties subsequently amended the Promissory Note and
Registration Rights Agreement as of September 29, 2004 to reflect an amount due
under the modified Promissory Note of $625,000 with an annual interest rate of
12%, and the Warrants were canceled and 750,000 shares of the COMPANY's common
stock were issued to LONGVIEW; and
WHEREAS, the Promissory Note is due January 6, 2005 and the COMPANY and
LONGVIEW are desirous of further modifying the terms of the Promissory Note.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND
PROMISES AND OTHER GOOD AND VALUABLE CONSIDERATION, THE
RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, IT IS MUTUALLY AGREED
AS FOLLOWS:
1. MODIFICATIONS: Effective as of the date first written above, the Promissory
Note shall be modified as follows:
1.1 EXTENSION OF THE TERM OF MODIFIED PROMISSORY NOTE. The maturity
date of the Promissory Note will be extended for a period of up to one hundred
and twenty (120) days or May 6, 2005.
1.2 RIGHT TO PREPAY PROMISSORY NOTE. The COMPANY will have the right
to prepay without penalty all or a portion of the Promissory Note at any time
during the term of the Promissory Note.
1.3 ISSUANCE OF WARRANTS. In consideration of the extension of the
term of the Promissory Note, the Company will issue common stock warrants to
LONGVIEW, the terms of which are set forth in the form warrant annexed hereto as
ANNEX A, subject to a pro-rata percentage adjustment reducing the number of
warrants to be issued in the event the COMPANY elects to make prepayment(s) of
all or a portion of the Promissory Note. (i.e. If the COMPANY elects to prepay
50% of the outstanding Promissory Note prior to the first warrant issuance date,
the number of warrants to be issued to LONGVIEW for the balance of the term will
be reduced by like percentage. Likewise, if the COMPANY elects to prepay an
additional amount prior to the third warrant issuance date, the prepayment
amounts by the COMPANY will be aggregated in determining the pro-rata percentage
adjustment in warrants to be issued on the remaining warrant issuance dates).
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WARRANT ISSUANCE DATE WARRANTS TO BE ISSUED*
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February 7, 2005 50,000
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March 7, 2005 50,000
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April 7, 2005 50,000
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May 6, 2005 50,000
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* The number of warrants issued on a warrant issuance date is
subject to a pro-rata reduction based upon the percentage of
any prepayments made by COMPANY on the Promissory Note.
1.4 TERM OF WARRANTS.Warrant shares issued to LONGVIEW may be
exercised into shares of the COMPANY's common stock at an exercise price of
$0.85 per share subject to customary adjustments for stock splits and the like.
Warrants may be exercised for a term of three (3) years from the date of
issuance and will have cost free piggyback registration rights.
2. OTHER PROVISIONS.
2.1 FORCE AND EFFECT. All other terms of the Promissory Note shall
remain in full force and effect.
2.2 COMPANY REPRESENTATIONS. The Company represents to LONGVIEW that
there have been no material adverse changes in the Company's public disclosures
since the filing of the Company's most recent Form 10-QSB and 8-K Reports with
the Securities and Exchange Commission and that the Board of Directors of the
Company has authorized and approved this modification agreement. The Company
further represents that it has taken the necessary corporate action to authorize
the within agreement and the modification to the Promissory Notes.
2.3 HOLDER REPRESENTATIONS. HOLDER represents to Company that it has
been afforded an opportunity to consult with professional advisors and or
counsel and that all necessary approvals and action have been obtained by
LONGVIEW to enter into this modification agreement to extend the due date of the
Promissory Note as previously modified.
2.4 MISCELLANEOUS. This Agreement shall be governed by the laws of
the State of New York, and may be executed in multiple counterparts, each of
which shall be considered an original but all of which shall constitute one and
the same agreement. All notices under this Agreement shall be in accord with the
provisions as set forth in the New Note. The terms of this Agreement and New
Note may only be modified upon mutual agreement of the parties in writing.
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IN WITNESS WHEREOF, the parties have set their hands and seals on the
day, month and year first above written.
LONGVIEW FUND, L.P.
By: ____________________________________
BRANDPARTNERS GROUP, INC.
By: ____________________________________
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