CONSENT TO P2F TRANSACTION AND RELATED AGREEMENTSVertical Branding, Inc. • May 11th, 2009 • Retail-nonstore retailers
MASTER AGREEMENTMaster Agreement • May 11th, 2009 • Vertical Branding, Inc. • Retail-nonstore retailers • California
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 11th, 2009 • Vertical Branding, Inc. • Retail-nonstore retailers • New York
This amendment (the “Amendment”) to that certain Securities Purchase Agreement by and between Vertical Branding, Inc. f/k/a MFC Development Corp. (the “Company”) and Gottbetter Capital Master Ltd. (In Voluntary Liquidation) (as successor in interest to Gottbetter Capital Finance, LLC) (the “Buyer”) , dated as of July 31, 2006 (the “July 2006 SPA”) is entered into by and between the Company and the Buyer listed below this 30th day of April, 2009 (the “Effective Date”). This Amendment is made with reference to the following facts:
AMENDED AND RESTATED SENIOR NOTE VERTICAL BRANDING, INC. SENIOR NOTESenior Note • May 11th, 2009 • Vertical Branding, Inc. • Retail-nonstore retailers • New York
FOR VALUE RECEIVED, Vertical Branding, Inc., a Delaware corporation (the "Company"), hereby promises to pay to Gottbetter Capital Master, Ltd. (In Voluntary Liquidation) or registered assigns ("Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof, the "Principal") when due, whether upon the Maturity Date (as defined below), on any Installment Date with respect to the Installment Amount due on such Installment Date, acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at a rate per annum equal to the Interest Rate (as defined below), from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon an Interest Date (as defined below), any Installment Date, or the Maturity Date, acceleration, redemption or otherwise (in each case in accordance with the terms hereof). This Amended
