EXCHANGE AGREEMENTExchange Agreement • August 1st, 2008 • Pet Express Supply Inc • Retail-catalog & mail-order houses • New York
THIS EXCHANGE AGREEMENT (“Agreement”), is made and entered into as of the 25th day of July, 2008 by and among PET EXPRESS SUPPLY, INC., a Nevada corporation (“PETX”); C J VISION ENTERPRISES, INC., a Delaware corporation, d/b/a “Woozyfly.com” (“CJVE”); RENEA YAMADA, an individual (“Yamada”); DIGITAL FX INTERNATIONAL, INC. (“DFX”), VISION OPPORTUNITY MASTER FUND, LTD. (“Vision”), BLEECKER HOLDINGS, INC. (“BHI”); WF HOLDINGS, LLC (“WFH”); CORPORATE COMMUNICATIONS NETWORK, INC. (“CCN”); LYNN COLE CAPITAL CORP. (“LCCC”); MKM OPPORTUNITY MASTER FUND, LTD. (“MKM”); PETER NEWMAN; and those Persons who have executed or shall subsequently execute this Agreement under the heading “Additional CJVE Stockholders”. DFX, Vision, BHI and WHF are sometimes collectively referred to herein as the “CJVE Principal Stockholders” and Yamada is sometimes referred to herein as the “PETX Principal Stockholder”. CCN, LCCC, and MKM are sometimes collectively referred to herein as the “CJVE Convertible Noteholders”
EXECUTIVE COMPENSATION AGREEMENTExecutive Compensation Agreement • August 1st, 2008 • Pet Express Supply Inc • Retail-catalog & mail-order houses • New York
This EXECUTIVE COMPENSATION AGREEMENT (the “Agreement”), dated as of July 17, 2008 (the “Effective Date”), is entered into by and between PET EXPRESS SUPPLY, INC., a Nevada corporation with offices located at 59 West 19th Street, 6th Floor, New York, New York 10011 (“Company”), on the one hand, and JONATHAN BOMSER, the Chief Executive of Company (“Executive”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 1st, 2008 • Pet Express Supply Inc • Retail-catalog & mail-order houses
THIS LOAN AND SECURITY AGREEMENT dated July 25, 2008 by and among PET EXPRESS SUPPLY, INC., a corporation organized and in good standing in the State of Nevada (the “Corporation”), whose address is 59 West 19th Street, 6th Floor, New York, NY 10011; MKM OPPORTUNITY MASTER FUND, LTD. (“MKM”); and those Persons who have executed or shall subsequently execute this Agreement under the heading “Additional Lenders”. MKM and the Additional Lenders are sometimes collectively referred to herein as “Lender” or the “Lenders”.
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Pet Express Supply Inc • August 1st, 2008 • Retail-catalog & mail-order houses • New York
This Note (“Note”) is one of a duly authorized issue of Notes of PET EXPRESS SUPPLY, INC., a corporation duly organized and existing under the laws of the State of Nevada (the “Corporation”), issued pursuant to that certain Loan and Security Agreement dated as of July 25, 2008, by and among the Corporation and the lenders named therein (the “Loan Agreement”), a copy of which is on file at the principal office of the Corporation, and designated as the Corporation’s 6% Convertible Notes Due June 30, 2011 (the “Maturity Date”) in an aggregate principal amount (when taken together with the original principal amounts of all other Notes) which does not exceed Five Million U.S. Dollars (U.S. $5,000,000).
