CONSENT AND WAIVERConsent and Waiver • August 19th, 2008 • Adrenalina • Retail-apparel & accessory stores
THIS CONSENT AND WAIVER AGREEMENT (this “Agreement”), dated as of August 12, 2008 is entered into by and among Adrenalina, a Nevada corporation (the “Company”), and the persons identified as “Holders” on the signature pages hereto (the “Holders”). Defined terms not otherwise defined herein shall have the meanings set forth in both of the Purchase Agreements (as defined below).
June 27, 2007 LQD Adrenalina, LLC. 20855 NE 16TH Ave. Suite Suite #C-16 Miami, FL 33179 Attention: Jeffrey Geller, President Gentlemen:Adrenalina • August 19th, 2008 • Retail-apparel & accessory stores • New York
This letter agreement confirms the understanding between LQD Adrenalina, LLC. (the “Company”) and Gilford Securities Corporation (“the Banking Advisor”) with respect to a possible Transaction involving the Company its subsidiaries, affiliates and successors, and a merger or acquisition candidate introduced by the Banking Advisor (the “Candidate”). The Candidate shall be specifically identified as an addendum to this agreement. This agreement shall not apply to any other Candidates except upon execution of an additional addendum or an additional agreement. For purposes hereof, a “Transaction” shall mean a merger with the Candidate, the purchase of all, substantially all or controlling interest of the Candidate, its subsidiaries, affiliates and successors, or the Company, its subsidiaries, affiliates and successors, whether by means of a sale or purchase of stock or assets, merger, consolidation, exchange offer, or other such transaction of a like nature. The Banking Advisor shall be the
September 12, 2007 LQD Adrenalina, LLC. 20855 NE 16TH Ave. Suite #C-16 Miami, FL 33179 Attention: Jeffrey Geller, President Gentlemen:Letter Agreement • August 19th, 2008 • Adrenalina • Retail-apparel & accessory stores
This Amendment No. 1, dated September 12, 2007 (this “Amendment”) to the Letter Agreement dated June 27, 2007 (the “Letter Agreement”), by and between LQD ADRENALINA, LLC. (“the Company”) and GILFORD SECURITIES INCORPORATED (“Gilford”) hereby amends and supplements solely to the extent provided herein, the Letter Agreement as follows:
