Exhibit 6
MORTGAGE DEED, SECURITY AGREEMENT,
ASSIGNMENT OF RENTS, AND FIXTURE FILING
THIS MORTGAGE DEED, SECURITY AGREEMENT, ASSIGNMENT OF RENTS, AND FIXTURE FILING
(this "Mortgage") is made as of June 18, 2002, by and among BIO-PLEXUS, INC., a
Delaware corporation having an office at 000 Xxxxxxxxx Xxxx, Xxxxxx, XX 00000
("Mortgagor"), and COMVEST VENTURE PARTNERS, L.P. a Delaware limited
partnership, having an office at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as
administrative agent for the holders (the "Note Holders") of the Notes (as
hereinafter defined) (the "Mortgagee").
GRANTING CLAUSES
For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and to secure Mortgagor's performance of Mortgagor's
obligations under the Notes, Mortgagor has created a security interest in and
mortgaged, warranted, granted, bargained, sold, conveyed, assigned, pledged,
transferred and set over, and does by these presents create a security interest
in and MORTGAGE, WARRANT, GRANT, BARGAIN, SELL, CONVEY, ASSIGN, PLEDGE, TRANSFER
AND SET OVER unto Mortgagee, its successors and assigns forever, WITH MORTGAGE
COVENANTS and other STATUTORY RIGHTS AND COVENANTS in the State of Connecticut,
the following property:
The parcel or parcels of land described in Schedule A attached hereto and by
this reference made a part hereof (the "Land");
TOGETHER with the buildings, foundations, structures and improvements (including
fixtures) now or hereafter located on or in the Land (collectively, the
"Improvements");
TOGETHER with all right, title and interest, if any, of Mortgagor in and to the
streets and roads, opened or proposed, abutting the Land, all strips and gores
within or adjoining the Land, the air space and right to use the air space above
the Land, all rights of ingress and egress to and from the Land, all easements,
rights of way, reversions, remainders, hereditaments, and appurtenances now or
hereafter affecting the Land or the Improvements, all royalties and rights and
privileges appertaining to the use and enjoyment of the Land or the
Improvements, including all air, lateral support, alley, drainage, water, oil,
gas and mineral rights, all options to purchase or lease, and all other
interests, estates or claims, in law or in equity, which Mortgagor now has or
hereafter may acquire in or with respect to the Land or the Improvements
(collectively, the "Appurtenances");
The Land, the Improvements and the Appurtenances are hereinafter sometimes
collectively referred to as the "Premises";
TOGETHER with all right, title and interest of Mortgagor in and under all
leases, lettings, tenancies and licenses for occupancy of the Premises or any
part thereof now or hereafter entered into and all amendments, extensions,
renewals and guaranties thereof, all security therefor, and all moneys payable
thereunder (collectively, the "Leases");
TOGETHER with all rents, income, issues, profits, security deposits and other
benefits to which Mortgagor may now or hereafter be entitled from the Premises,
or under or in connection with the Leases (collectively, the "Property Income");
and
TOGETHER with all proceeds, judgments, claims, compensation, awards of damages
and settlements with respect to or hereafter made as a result of or in lieu of
any condemnation or taking of the Premises by eminent domain or any casualty
loss of or damage to any of the Premises, the Leases or the Property Income, all
refunds with respect to the payment of property taxes and assessments, and all
other proceeds of the conversion, voluntary or involuntary, of the Premises, the
Leases or the Property Income, or any part thereof, into cash or liquidated
claims (collectively, the "Proceeds").
The Leases, the Property Income and the Proceeds are hereinafter sometimes
collectively referred to as the "Collateral." The Premises and the Collateral
are hereinafter sometimes collectively referred to as the "Mortgaged Property."
TO HAVE AND TO HOLD the Mortgaged Property, with all the privileges and
appurtenances to the same belonging, and with the possession and right of
possession thereof, unto Mortgagee and its successors and assigns forever.
THE CONDITION OF THIS DEED IS SUCH THAT:
WHEREAS, Mortgagor is indebted to the Note Holders in the principal sum of TWO
MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($2,500,000.00), (which may be
increased by ONE MILLION AND 00/100 DOLLARS ($1,000,000.00) for over-allotments
which may be sold after the date hereof and on or before July 31, 2002) as
evidenced by Mortgagor's promissory notes of even date herewith, a list of which
is attached hereto as Schedule B, in said principal amount (such promissory
notes, as presently constituted and as they may hereafter be amended, extended,
renewed or consolidated, together with any and all notes that may hereafter be
given in substitution therefor, being hereinafter referred to collectively as
the "Note"), bearing interest and payable as set forth in the Note, said
indebtedness maturing as more particularly set forth in the Note, the term and
provisions thereof being incorporated herein by reference and made a part of
this Mortgage to the same extent as though set forth in full herein; and
WHEREAS, the indebtedness, obligations, liabilities, amounts, sums and expenses
evidenced by the Note and/or this Mortgage are referred to herein, collectively,
as the "Indebtedness"; and
WHEREAS, to secure payment of the Indebtedness, Mortgagor, as maker of the Note
and fee simple owner of the Mortgaged Property, is contemporaneously executing
and delivering to Mortgagee this Mortgage covering the Mortgaged Property; and
WHEREAS, Mortgagee has agreed to act as administrative agent for the Note
Holders pursuant to that certain Security Agreement dated as of June 18, 2002,
by and among Bio-Plexus, Inc., as Debtor, ComVest Venture Partners, L.P. as
administrative agent, the general partner of which is ComVest Management, LLC,
which is a wholly owned subsidiary of Commonwealth Associates Management
Company, Inc., the general partner of Commonwealth Associates, L.P., the
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placement agent, and the purchasers of the Debtor's senior subordinated 7%
Non-Convertible Promissory Notes and Warrants.
WHEREAS, Mortgagor further covenants and agrees as follows:
ARTICLE I
Definition of Terms
As used in this Mortgage, the terms set forth below shall have the
following meanings:
"Bankruptcy Proceeding" - Any proceeding, action, petition or filing
under the Federal Bankruptcy Code or any similar state or federal law now or
hereafter in effect relating to bankruptcy, reorganization or insolvency, or the
arrangement or adjustment of debts.
"Environmental Law" - Any federal, state or local law, statute,
regulation or ordinance, and any judicial or administrative order or judgment
thereunder, pertaining to health, industrial hygiene or the environmental or
ecological conditions on, under or about the Premises, including each of the
following as to date or hereafter amended: the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, 42 U.S.C.ss.ss.960l-9657; the
Resource Conservation and Recovery Act of 1976, 42 U.S.C.ss.ss.690l-699li; the
Toxic Substances Control Act, 15 U.S.C.ss.ss.26012629; the Water Pollution
Control Act (also known as the Clean Water Act), 33 U.S.C.ss.l25l et seq.; the
Clean Air Act, 42 U.S.C.ss.740l et seq.; the Hazardous Materials Transportation
Act, 49 U.S.C.ss.180l et seq.; and Chapter 446k of the Connecticut General
Statutes.
"Event of Default" - Any one or more of the events described in
Section 4.01.
"Hazardous Substance" - Any material, waste or substance which is:
(i) included within the definitions of "hazardous substances,"
"hazardous materials," "toxic substances" or "solid waste" in or
pursuant to any Environmental Law, or subject to regulation under
any Environmental Law;
(ii) listed in the United States Department of Transportation Optional
Hazardous Materials Table, 49 C.F.R.ss.172.101, as to date or
hereafter amended, or in the United States Environmental
Protection Agency List of Hazardous Substances and Reportable
Quantities, 40 C.F.R. Part 302, as to date or hereafter amended;
or
(iii) explosive, radioactive, asbestos, a polychlorinated biphenyl,
oil or a petroleum product.
ARTICLE II
Covenants of Mortgagor
Mortgagor covenants, warrants, represents and agrees with and to
Mortgagee as follows:
Section 2.01. Payment of the Indebtedness. Mortgagor shall punctually
pay the Indebtedness at the times stated in the Note, all in lawful money of the
United States of America.
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Section 2.02. Title to the Mortgaged Property. (a) Mortgagor has fee
simple title to the Premises and good indefeasible title to the balance of the
Mortgaged Property, free and clear of liens and encumbrances except the liens
and security interest created by this Mortgage and those exceptions to title set
forth in Schedule C to this Mortgage.
(b) Mortgagor has full power and lawful authority to encumber the
Mortgaged Property in the manner and form herein set forth.
(c) This Mortgage is and will remain a valid and enforceable lien
on and security interest in the Mortgaged Property.
(d) Mortgagor will preserve such title and will forever warrant
and defend the same and the validity and priority of the lien hereof to
Mortgagee against all claims whatsoever.
Section 2.03. Maintenance of the Mortgaged Property. Mortgagor shall
maintain the Mortgaged Property in good condition, working order and repair,
comply with all laws, including Environmental Laws, ordinances, and regulations
of any governmental authority claiming jurisdiction over the Mortgaged Property.
Section 2.04. Insurance Restoration. Subject to the requirements of
any prior mortgages, Mortgagor shall keep the Improvements insured against
damage by fire and the other hazards covered by an all risk coverage insurance
policy for the full insurable value thereof with loss payable to Mortgagee.
Section 2.05. Impositions. Mortgagor shall pay and discharge prior to
delinquency all taxes of every kind and nature, sewer rents, charges for water,
for setting or repairing meters and for all other utilities serving the
Premises, and assessments, levies, inspection and license fees and all other
charges imposed upon or assessed against the Mortgaged Property or any portion
thereof (including the Property Income), any of which might, if unpaid, result
in a lien on the Mortgaged Property or any portion thereof, regardless of to
whom assessed.
Section 2.06. Indemnification. Mortgagor shall indemnify and hold
Mortgagee harmless from and against and reimburse them for all claims, demands,
liabilities, losses, damages, judgments, penalties, costs and expenses
(including reasonable attorneys' fees and amounts paid in settlement) which may
be imposed upon, asserted against, or incurred or paid by any of them resulting
from acts or omissions of Mortgagor or its employees, contractors or agents from
and after the date of this Mortgage (a) by reason of, on account of or in
connection with any act or occurrence relating to the Mortgaged Property or any
bodily injury, death, other personal injury or property damage occurring in,
upon or in the vicinity of the Premises through any cause whatsoever, including
any violation of any Environmental Laws or use of any Hazardous Substance, or
(b) on account of any act performed or omitted to be performed hereunder or on
account of any transaction arising out of or in any way connected with the
Mortgaged Property, this Mortgage or the Indebtedness. This indemnity shall
survive the satisfaction, release or extinguishment of the lien of this Mortgage
including any extinguishment of such lien by foreclosure or deed in lieu
thereof.
Section 2.07. Assignment of Leases and Property Income. Mortgagor
hereby absolutely and unconditionally assigns and transfers to Mortgagee the
Leases and the Property Income. Mortgagor shall have a revocable license to
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collect and use the Property Income as the same becomes due and payable so long
as no Event of Default has occurred. The assignment in this Section 2.07 shall
constitute an absolute and present assignment of the Leases and the Property
Income and not an assignment for security, and the existence or exercise of the
Mortgagor's conditional license to collect Property Income shall not operate to
subordinate this assignment to any subsequent assignment.
ARTICLE III
Security Agreement
Mortgagor agrees that this Mortgage constitutes a security agreement
under the Uniform Commercial Code of the State of Connecticut and serves as a
fixture filing in accordance with such Code. A CARBON, PHOTOGRAPHIC OR OTHER
REPRODUCTION OF THIS MORTGAGE SHALL BE SUFFICIENT AS A FINANCING STATEMENT.
ARTICLE IV
Default and Remedies
Section 4.01. Events of Default. Each of the following shall
constitute an Event of Default under this Mortgage and the Note:
(a) failure in the payment of any installment of interest or
principal as and when due under the Note;
(b) failure in the payment of any other amount due Mortgagee as
and when due under this Mortgage or the Note;
(c) default in the due observance or performance of any material
term, covenant or condition contained in this Mortgage or the Note;
(d) if any representation made herein shall prove to be untrue in
any material respect;
(e) if Mortgagor files or consents to the filing of, or commences
or consents to the commencement of, any Bankruptcy Proceeding with respect to
Mortgagor;
(f) if any Bankruptcy Proceeding shall have been filed against
Mortgagor and the same is not withdrawn, dismissed, cancelled or terminated
within 90 days of such filing;
(g) if Mortgagor is adjudicated bankrupt or insolvent;
(h) if a receiver, liquidator or trustee of Mortgagor or of any
of the properties of Mortgagor shall be appointed;
(i) if Mortgagor shall make an assignment for the benefit of its
creditors or shall admit in writing the inability to pay its debts generally as
they become due;
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(j) if an event of default beyond any applicable notice and grace
period shall occur under any mortgage or security agreement encumbering all or
any portion of the Mortgaged Property which is subordinate or superior to the
lien of this Mortgage or if the mortgagee or secured party under any such
subordinate or superior mortgage or security agreement shall commence a
foreclosure or other collection or enforcement action in connection therewith;
(k) except as permitted in this Mortgage, the actual or
threatened alteration, demolition or removal of any of the Improvements without
the prior consent of Mortgagee; or
(l) damage to any of the Mortgaged Property in any manner which
is not covered by insurance required in accordance with this Mortgage.
Section 4.02. Remedies. Upon the occurrence of any Event of Default,
Mortgagee may take such actions against Mortgagor and/or the Mortgaged Property
or any portion thereof as it deems advisable to protect and enforce its rights
against Mortgagor and in and to the Mortgaged Property, without notice or
demand. Mortgagee, without notice to Mortgagor, may immediately declare all
Indebtedness immediately due and payable. Any such actions taken by Mortgagor
shall be cumulative and concurrent and may be pursued independently, singly,
successively, together or otherwise, at such time and in such order as Mortgagee
may determine in its sole discretion, to the fullest extent permitted by law,
without impairing or otherwise affecting the other rights and remedies of
Mortgagee permitted by law, equity or contract or as set forth herein.
Section 4.03. Cure Right. Notwithstanding the foregoing, Mortgagor
shall have thirty (30) days to cure a default under Section 4.01 (c) above
following notice of such default from Mortgagee.
ARTICLE V
Miscellaneous
Section 5.01. Notices. (a) All notices, consents, approvals and
requests required or permitted hereunder shall be given in writing and shall be
effective for all purposes if hand delivered or sent by (i) certified or
registered United States mail, postage prepaid, or (ii) expedited prepaid
delivery service, either commercial or United States Postal Service, with proof
of attempted delivery, addressed in either case to any party hereto at its
address as stated in this Mortgage, or at such other address and person as shall
be designated from time to time by Mortgagee or Mortgagor, as the case may be,
in a written notice to the other party in the manner provided for in this
Section 5.01.
Section 5.02. Binding Obligations. The provisions and covenants of
this Mortgage shall run with the land, shall be binding upon Mortgagor, its
successors and assigns, and shall inure to the benefit of Mortgagee, its
successors and assigns.
Sections 5.03. Commercial Transaction. Mortgagor acknowledges that the
transaction of which this Mortgage is a part is a commercial transaction as such
term is defined in Chapter 903a of the Connecticut General Statutes, as amended.
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Section 5.04. Subordinate Mortgages. (a) Mortgagor may further
encumber the Mortgaged Property with one or more consensual mortgage liens;
provided, however, that any such lien is by its terms expressly made subordinate
to this Mortgage; and (b) This Mortgage shall be subject and subordinate to (i)
the lien of any existing mortgage including that certain Mortgage Deed, Security
Agreement, Assignment of Rents and Fixture filing made as of October 28, 1994 by
and among Mortgagor as mortgagor and Xxxxxx Xxxxxxxx and Xxxxxxxx Xxxxxxxx as
mortgagee, and to any extensions, renewals, modifications or replacements
thereof, (ii) any mortgage or consolidated mortgage which shall be placed on the
Premises in lieu of, or in addition to, any existing mortgages, or (iii) to any
extensions, modifications or replacements of any mortgage referred to in
subsection (ii) above.
Section 5.05. Construction of Improvements. Mortgagor will be
permitted to modify, repair, expand or otherwise alter or construct improvements
on the Land (the "New Construction") or to lease any part of or all of the
Mortgaged Property without the approval of Mortgagee; provided, however, that
Mortgagee shall have the right to approve in its reasonable discretion any New
Construction which will exceed One Hundred Thousand and 00/100 Dollars in the
aggregate (the "Major Construction"). Prior to commencing any Major
Construction, Mortgagor shall give written notice thereof to Mortgagee and
Mortgagee shall have fifteen (15) days from receipt of such written notice to
approve or disapprove, in writing, such Major Construction. If Mortgagee fails
to approve or disapprove, in writing, such Major Construction within such
fifteen (15) day period, then Mortgagee shall be deemed to have approved such
Major Construction.
Section 5.06. Defeasance. If all of the Indebtedness is paid in full
in accordance with the Note, and all of the covenants, warranties, conditions,
undertakings and agreements made in this Mortgage are fully kept and performed,
then in that event only all rights of Mortgagee under this Mortgage shall
terminate and the Mortgaged Property shall become wholly clear of the liens,
grants, security interests, conveyances and assignments evidenced hereby and
thereby, and Mortgagee shall release or cause to be released such liens, grants,
assignments, conveyances and security interests and this Mortgage shall be void;
otherwise to remain in full force and effect. Recitals of any matters or facts
in any release instrument executed by Mortgagee under this Section 5.06 shall be
conclusive proof of the truthfulness thereof. To the extent permitted by law,
such an instrument may describe the grantee or releasee as "the person or
persons legally entitled thereto" and Mortgagee shall not have any duty to
determine the rights of persons claiming to be rightful grantees or releasees of
any of the Mortgaged Property. When this Mortgage has been fully released or
discharged by Mortgagee, the release or discharge hereof shall operate as a
reassignment of all future Leases and Property Income with respect to the
Mortgaged Property to the person or persons legally entitled thereto, unless
such release expressly provides to the contrary.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, this Mortgage has been duly executed and delivered
as of the day and year first above written.
Witnessed by:
/s/ D. Mira BlO-PLEXUS, INC.
-------------------------------------------------------
/s/ X. Xxxxx By /s/ Xxxx X. Xxxx
------------------------------------------------------- ----------------
Its President
STATE OF FLORIDA )
) ss.:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 19th day of
June, 2002, by Xxxx X. Xxxx, President of BIO-PLEXUS, INC., a Delaware
corporation on behalf of the corporation, as his and its free act and deed.
/s/ Xxxxx X. Xxxxxx
Notary Public
Print name: Xxxxx X. Xxxxxx
My commission expires: March 11, 2003
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SCHEDULE A
DESCRIPTION OF LAND
FOLLOWS IMMEDIATELY
DESCRIPTION
FIRST PIECE
Commencing at a point in the westerly line of Reservoir Road which point is the
Southwesterly corner of the within described premises and which point is at the
southeasterly corner of land now or formerly of Xxxxxxx X. Xxxxxxx, the line
runs thence N30o 42' 35"W along land of Xxxxxxx X. Xxxxxxx Sixty-Six and
Sixty-Six One- Hundredths (66.66) feet to a point; the line runs thence
N3(degree) 46' 55"W along land of Xxxxxxx X. Xxxxxxx One Hundred Eighty-Five and
Eighty-Three One-Hundredths (185 83) feet to a point; the line runs thence
N4(degree) 47' 55" E along land of Xxxxxxx X. Xxxxxxx Two Hundred Nineteen and
Fifty -five One-Hundredths (219.55) feet to a point, the line runs thence
N2(degree) 39' 50" E along land of Xxxxxxx X. Xxxxxxx Five Hundred Seventy-Two
and Fifty-Seven One-Hundredths (572.57) feet to a point; the line runs thence
along an arc of a curve to the right having delta angle of' 7(degree) 37' 35"
and a radius of One Thousand Eight Hundred Ten and Eight One-Hundredths
(1810.08) feet, a distance of Two Hundred Forty and Ninety-Four One -Hundredths
(240.94) feet to a point; the line runs thence S74o 21' 55" E along land of
State of Connecticut, a distance of Two Hundred Sixty-Nine and Forty-One
Hundredths (269 41) feet to a point; the line runs thence S82(degree) 34' 45"E
along land of State of Connecticut, a distance of One Hundred Eighteen and
Thirty-Six One-Hundredths (118.36) feet to a point; the line runs thence
S58(degree) 24' 15" E along land of State of Connecticut, a distance of Two
Hundred Thirty-Two and Sixty-Four One-Hundredths (232.64) feet to a point; the
line runs thence S29(degree) 31' l0" E along land of State of Connecticut, a
distance of One Hundred Fifty (150) feet to a point, the line runs thence
S44(degree) 27' 00" E along land of State of Connecticut, a distance of One
Hundred Fifty-Five and Twenty-Four One-Hundredths (155.24) feet to a point; the
line runs thence Sl(degree)52' 55" E along land of State of Connecticut, a
distance of One Hundred One and Thirty-Eight One-Hundredths (101.38) feet to a
point in the westerly line of Reservoir Road; the line runs thence southwesterly
along the westerly line of Reservoir Road, a distance of' One Thousand Two
Hundred Fifty-One and Eleven One-Hundredths (1251.11) feet to the place or point
of beginning.
EXCEPTING THEREFROM
That certain piece or parcel of land situated in the Town of Xxxxxx, County of
Tolland and State of Connecticut, more particularly bounded and described as
follows:
Beginning at a point on the Northerly line of Reservoir Road, said point being
28 feet Easterly from the Southwest corner of land of the Grantor herein; thence
N78-50-30E, a distance of 45 feet, more or less to a point; thence S87-09-30E a
distance of 131 feet, more or less, to a point; thence Northeasterly in an arc
of a curve to the left, said curve having a radius of 399 feet, more or less, a
distance of 408 feet, more or less, to a point in the Northerly side of
Reservoir Road; thence S34-10-30W, a distance of 56 feet along the Northerly
line of Reservoir Road to a point; thence Southwesterly in an arc of a curve to
the right, said curve having a radius of 600 feet, a distance of 232.25 feet
along the Northerly line of Reservoir Road to a point; thence Westerly in an arc
of a curve to the right, said curve having a radius of 140 feet; a distance of
162.18 feet along the Northerly line of Reservoir Road to a point; thence
Westerly in an arc of curve to the left, said curve having a radius of 240 feet,
a distance of 183.82 feet to the point of beginning, containing .36 acres, more
or less.
ALSO EXPECTING THEREFROM
Beginning at a point in the Northerly line of Reservoir Road, which point marks
the Southwest corner herein described and at the intersection of Old Green Road,
so-called, and Reservoir Road; thence North 30(degree) 42' 35" West in the
Easterly line of Old Green Road, a distance of 66.66 feet to a point; thence
North 3(degree) 46' 55" West in the Easterly line of Old Green Road, a distance
of 185.83 feet to a point; thence North 4(degree) 47' 55" East continuing in the
Easterly line of Old Green Road, a distance of 219.55 feet to a point; thence
North 2(degree)39'50" East in the Easterly line of Old Green Road, a distance of
428.26 feet to a point; thence South 87(degree)20'10" East a distance of 100
feet to a point; thence South 2(degree)39'50" West in line of land now or
formerly of Xxxxxxx Xxxx. a distance of 873.80 feet to a point in the Northerly
line of Reservoir Road; thence generally Westerly in the Northerly line of
Reservoir Road by the arc of a curve having a radius of 240 feet a distance of
24.82 feet to a point; thence continuing Southwesterly in the Northerly line of
Reservoir Road by the arc of a curve having a radius of 132.20 feet, a distance
of 28 feet to the point and place of beginning.
ALSO EXCEPTING THEREFROM
Situated on the southeasterly side of Present Interstate Route 86-Routes 15 &
44, Xxxxxx Cross Highway, containing an area of 0.30 of an acre, more or less,
and bounded:
Northwesterly and Northerly - by Present Xxxxxxxxxx Xxxxx 00 - Xxxxxx 00 &
00, Xxxxxx Xxxxx Xxxxxxx. a total distance of 302.94 feet, more or less;
Southeasterly - by owner's remaining land, a total distance of 321 feet, more or
less, by a line designated as "Taking Line & Non Access Highway Line" as shown
on a map hereinafter referred to, Sheet 1;
Westerly by Green Road, 63 feet, more or less.
ALSO EXCEPTING THEREFROM
Commencing at a pin set in the northerly line of Reservoir Road thence westerly
along the said line of Reservoir Road along the arc of a curve having a radius
of 300 feet, a distance of' 50.39' to a point in line and of the grantors
herein, thence proceeding N 43(degree) 32' 11"W a distance of 752.84 feet to a
point: thence proceeding N 46(degree) 27' 59" E a distance of 50.0 feet to a
pin; thence proceeding N 02(degree) 39' 50" E a distance of 273.51 feet to a
point; thence turning and proceeding around a curve with a radius of 3,139.05
feet and a - 04(degree) 45' 05' a distance of 260.31 feet to a point; thence
proceeding N77(degree) 00' 00(degree) E a distance of 479.45 feet to a point;
thence proceeding S 09(degree) 01' 23' E a distance of 303.63 feet to a pin;
thence S 29(degree) 31' 10' E a distance of 150.00 to a point; thence S 44' 27'
00' E a distance of 155.24 feet and ; thence S. 01(degree) 52' 55' E a distance
of 101.38 feet to a point in the northerly line of Reservoir Road; thence
proceeding in a southwesterly direction along the northerly line of Reservoir
Road, a total distance of 588.86 feet as shown on the map described below to the
point and place of beginning.
ALSO EXCEPTING THEREFROM
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Beginning at the easterly point of intersection of the Existing North Line with
the New North Line (proposed) of Reservoir Road; said point is located 55.12 ft.
easterly along the arc of a curve, from the southeasterly corner of Xxxxxx
XxXxxxxx and Xxxxxxxx X. XxXxxxxx and the southwesterly corner of Xxxx X.
Xxxxxxxx, Et al; Thence westerly along the existing North Line of Reservoir Road
by the arc of a curve to the right having a radius of 398.70 ft., a central
angle of 58(degree)-40'-00", a length of 408.24 ft. to a point; Thence N
87(degree)-09-30(degree) W still along the existing north line of Reservoir Road
for a distance of 131.25 ft. to a point that forms the westerly point of the
intersection of the existing north line with the new north line of Reservoir
Road; Thence turning and running N89(degree)-47'-47" E along the new north line
of Reservoir Road and the new southerly line of said XxXxxxxx for a distance of
105.40 ft. to a point; Thence easterly along the new north line of Reservoir
Road and the new southerly line of said XxXxxxxx by the arc of a curve to the
left having a radius of 550.00 ft., a central angle of 30(degree)-52'- 37", a
length of 296.40 ft. to a point; Thence still easterly along the new north line
of Reservoir Road, the new southerly line of said XxXxxxxx and the southerly
line of Xxxx X. Xxxxxxxx Et al in part by each by the arc of a curve to the left
having a radius of 300.00 ft., a central angle of 24(degree) -44'-40", a length
of 129.56 ft. to the point of beginning Parcel contains 4,033 s.f. / 0.093 acre.
The hereinbefore described piece or parcel of land is shown on Class -D map or
plan entitled "Compilation Plan class-D (No Field Verification) Land of Xxxxxx
XxXxxxxx and Xxxxxxxx X. XxXxxxxx to be conveyed to the Town of Xxxxxx 100
Reservoir Road. Xxxxxx, CT Scale l"= 20' Date 4/01/93 Sheet Xx. 0 xx 0 Xxxx xx
Xxxxxx Xxxxxxxxxxx Engineering Department 00 Xxxx Xxxxx Xxxxxx, XX 00000 Xxxx X.
Xxxxxx L.S. 8169 For the Town of Xxxxxx which map or plan is on file in the
Office of the Town Clerk of the Town of Vernon.
SECOND PIECE
A certain piece or parcel of land located in the Town of Xxxxxx, County of
Tolland and State of Connecticut, shown upon a map or plan entitled, Property to
be Conveyed to Xxxxxx X. XxXxxxxx Reservoir Rd. Vernon, CT A. R. LOMARDI
ASSOCIATES, INC. Consulting Civil and Sanitary Engineers Land Surveyors, Vernon,
CT Comm. No: 85-1197, Date 9/30/85 Scale I=100' Sheet 1 of 1 Certified
Substantially Correct Class A-2" which map or plan is on file in the Office of
the Town Clerk of the Town of Vernon to which reference may be had.
Said parcel is more particularly bounded and described as follows:
Commencing at a point in the northerly line of Reservoir Road, which point marks
the southeast corner of the parcel herein conveyed and the southwesterly corner
of land now or formerly of Xxxxxxx Xxxx; thence continuing S 78o 50' 30" W along
the northerly line of Reservoir Road a distance of 25.09 feet to a point; the
line thence proceeds along the arc of a curve still along the northerly
streetline of Reservoir Road a distance of 28.00 feet to a point; thence
proceeding N 30(degree) 42' 00" X xxxxx Xxx Xxxxx Xxxx, so called, a distance of
66.66 feet to a point; thence proceeding N 03o 46' 00" X xxxxx Xxx Xxxxx Xxxx a
distance of 185.83 feet to a point; thence proceeding N 04o 47' 00" X xxxxx Xxx
Xxxxx Xxxx a distance of 219.55 feet to a point; thence proceeding N 02(degree)
39' 00" X xxxxx Xxx Xxxxx Xxxx a distance of 428.26 feet to a point; thence
proceeding S 87(degree) 20' 10" E along land now or formerly of Xxxxxxx Xxxx, a
distance of 100.00 feet to a point; thence proceeding S 02(degree) 39' 50" W
along land now or formerly of Xxxxxxx Xxxx, a distance of 872.48 feet to the
point and place of beginning.
12
The foregoing premises are further described as follows:
BOUNDARY DESCRIPTION OF
BIO-PLEXUS, INC.
VERNON, CT
JCSA PROJECT NO. 94-2169
Beginning at the most southwest corner of the tract herein described, said point
is located on the northerly streetline of Reservoir Road at the southeast corner
of land N/F Tancanhoosen Limited Partnership.
Thence N44o-23' 18" W, 66.66' to a point.
Thence N17o-27'-38"W, 185.83' to a point.
Thence N08o-52'-48"W, 219.55' to a point.
Thence N11o-00'-53"W, 508.35' crossing a CL&P Company R-O-W to a point on the
southeasterly highway line of Interstate 84.
Said last four courses along land N/F Tancanhoosen Limited Partnership.
Thence, N49o-13'-50"E, 55.97' along the southeasterly highway line of Interstate
84 to a point.
Thence northeasterly by an arc of a curve to the right having a central angle of
00o-01'-50", a radius of 3139.05' and a length of 1.67' to a point.
Thence S11o-00'-53"(degree)E, 273.51' to a point.
Thence S32o-47'-06"W, 50,00' to a point within the CL&P R-O-W.
Thence S57o-12'-54"E, 752.85' to a point on the northerly streetline, of
Reservoir Road.
Said Last three courses along the westerly and southerly property lines of Land
N/F New England SportsPlex, Inc., and is positioned within the said CL&P R-O-W.
Thence southwesterly by an arc of a curve to the right having a central angle of
14o-13'-01", a radius of 300.00' and a length of 74.44" to a point on the
northerly streetline of Reservoir Road.
Thence continuing in a southwesterly direction by an arc of a curve to the right
having a central angle of 30o-52'38", a radius of 550.00' and a length of
296.40' to a point on the northerly streetline of Reservoir Road.
Thence S76o-07'-04"W, 105.40' to a point on the northerly streetline of
Reservoir Road.
Thence S65o-09'-47"W, 45.00' to a point on the northerly streetline of Reservoir
Road,
Thence southwesterly by an arc of a curve to the left having a central angle of
12o-08'-07", a radius of 132.20' and a length of 28.00' to the point and place
of beginning.
13
Said parcel herein described contains 228,234 sq ft or 5.24 acres more or less.
Said property is more particularly described on a map entitled, "Plan Prepared
for Bio-Plexus, Inc., No. 000 Xxxxxxxxx Xxxx, Xxxxxx, XX, Dated: September 1994,
Scale: 1"=40', XX Xxxxxxx Associates Inc, 00 Xxxxxxx Xxxxx, Xxxxxx. CT".
14
SCHEDULE B
NOTES
----------------------------------------- ---------------------------------- -------------------------------
Name of Investor Principal Amount Number
of Note of Warrants
----------------------------------------- ---------------------------------- -------------------------------
----------------------------------------- ---------------------------------- -------------------------------
ComVest Venture Partners, L.P. $1,060,000 530,000
----------------------------------------- ---------------------------------- -------------------------------
----------------------------------------- ---------------------------------- -------------------------------
Xxxxxx Xxxxxx $333,333 166,667
----------------------------------------- ---------------------------------- -------------------------------
----------------------------------------- ---------------------------------- -------------------------------
RMC Capital LLC $333,333 166,667
----------------------------------------- ---------------------------------- -------------------------------
----------------------------------------- ---------------------------------- -------------------------------
Xxxx and Xxxxxxxxx Xxxxxxxxx $100,000 50,000
----------------------------------------- ---------------------------------- -------------------------------
----------------------------------------- ---------------------------------- -------------------------------
Xxxxx Xxxxx Trust TTEE Xxxxx X. Xxxx $100,000 50,000
Spousal Trust
----------------------------------------- ---------------------------------- -------------------------------
----------------------------------------- ---------------------------------- -------------------------------
Harvard Investments, Inc. $33,333 16,667
----------------------------------------- ---------------------------------- -------------------------------
----------------------------------------- ---------------------------------- -------------------------------
Xxxxxxx Xxxxxx $33,333 16,667
----------------------------------------- ---------------------------------- -------------------------------
----------------------------------------- ---------------------------------- -------------------------------
Xxxxx Xxxxxx $16,667 8,333
----------------------------------------- ---------------------------------- -------------------------------
----------------------------------------- ---------------------------------- -------------------------------
Xxxxx Xxxxxxx $3,333 1,667
----------------------------------------- ---------------------------------- -------------------------------
----------------------------------------- ---------------------------------- -------------------------------
Xxxx Xxxx $16,667 8,333
----------------------------------------- ---------------------------------- -------------------------------
----------------------------------------- ---------------------------------- -------------------------------
RFJM Partners, LLC $70,000 35,000
----------------------------------------- ---------------------------------- -------------------------------
----------------------------------------- ---------------------------------- -------------------------------
Xxxxxx Xxx $100,000 50,000
----------------------------------------- ---------------------------------- -------------------------------
----------------------------------------- ---------------------------------- -------------------------------
Chesed Congregations of America $100,000 50,000
----------------------------------------- ---------------------------------- -------------------------------
----------------------------------------- ---------------------------------- -------------------------------
Xxxx Ventures LLC $183,333 91,667
----------------------------------------- ---------------------------------- -------------------------------
----------------------------------------- ---------------------------------- -------------------------------
Lay Ventures, LP $16,667 8,333
----------------------------------------- ---------------------------------- -------------------------------
----------------------------------------- ---------------------------------- -------------------------------
TOTALS $2,513,333 1,250,000
----------------------------------------- ---------------------------------- -------------------------------
SCHEDULE C
1. Certificate of Taking dated June 16, 1976 and recorded in Volume
6/21/76 in Volume 292 at Page 108 of the Vernon Land Records. Which
was amended by Amended Certificate of Taking dated November 9, 1977
and recorded on January 9, 1978 in Volume 328 at Page 23.
2. Right of Way Deed in favor of The Connecticut Light & Power Company
dated March 17, 1938 and recorded on March 21, 1938 in Volume 72 at
Page 84 of the Vernon Land Records.
3. Special Permit Notice dated September 5, 1985 and recorded on October
24, 1985 in Volume 541 at Page 45 of the Vernon Land Records.
4. Hold Harmless Agreement between the Town of Vernon and Xxxxxx XxXxxxxx
and Xxxxxxxx X. XxXxxxxx dated November 23, 1985 and recorded on
November 27, 1985 in Volume 545 at Page 247 of the Vernon Land
Records.
5. Hold Harmless Agreement between Xxxxxx XxXxxxxx and Xxxxxxxx X.
XxXxxxxx and the Town of Vernon dated February 21, 1986 and recorded
on February 27, 1986 in Volume 554 at Page 226 of the Vernon Land
Records.
6. Right of Way in favor of The Southern New England Telephone Company
dated July 6, 1950 and recorded on July 27, 1950 in Volume 90 at Page
143 of the Vernon Land Records.
7. Rights of tenants and parties in possession.
8. Governmental laws, codes, ordinances and restrictions now or hereafter
in effect so far as these effect the Property.
9. That certain Mortgage Deed, Security Agreement, Assignment of Rents
and Fixture filing made as of October 28, 1994 by and among
Bio-Plexus, Inc. as Mortgagor and Xxxxxx Xxxxxxxx and Xxxxxxxx
Xxxxxxxx as Mortgagee.
