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BRIDGE LOAN AND CONTROL SHARE PLEDGE AND SECURITY AGREEMENT
THIS BRIDGE LOAN AND CONTROL SHARE PLEDGE AND SECURITY AGREEMENT (this
"Agreement") is made this 17th day of March, 2006, by and among BRASADA
CALIFORNIA, INC., a Delaware corporation ("Borrower"), Xxxx X. Xxxxx, Xxxxxx X.
Tower, MMP LLP, and W. Xxxx Xxxxxx (each a "Stockholder" and collectively, the
"Stockholders"), and FOOTHILLS RESOURCES, INC., a Nevada corporation ("Lender").
W I T N E S S E T H:
WHEREAS, Lender and Borrower have agreed upon certain of the terms and
conditions of a merger (the "Merger") and related transactions (collectively,
the "Transactions"), as set forth in the Term Sheet attached hereto as Exhibit A
(the "Term Sheet"); and
WHEREAS, simultaneously herewith Lender is engaged in a private
placement offering (the "PPO") of its securities, which PPO is being conducted
pursuant to the exemption from registration provided by Rule 506 of Regulation D
under the Securities Act of 1933, as amended (the "Securities Act") and/or
Section 4(2) of the Securities Act;
WHEREAS, to provide Borrower with sufficient working capital to enable
Borrower to fulfill its obligations under certain contractual agreements
incident to its oil and gas exploration business while Lender and Borrower
prepare the documentation necessary and appropriate to consummate the
Transactions and obtain all necessary approvals from stockholders and third
parties, Lender has agreed to utilize a portion of the proceeds of the PPO to
provide Borrower with a temporary loan;
WHEREAS, in order to secure the Borrower's obligations under such loan
including, but not limited to, the Borrower's obligations under the Note and
Security Agreement (hereinafter referenced), each dated as of even date
herewith, the Stockholders have agreed to pledge to the Lender 51,001 shares of
Borrower's common stock (the "Borrower Control Shares") which will constitute
51% of the outstanding capital stock of Borrower, on a fully-diluted basis;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrower and the Lender, intending to be legally bound, agree as
follows:
ARTICLE I - LOAN
1.1. Loan. Lender agrees, on the terms and conditions of this
Agreement, to make loans to Borrower in the amount of up toThree Million Dollars
($3,000,000) (the "Loan"). Upon the execution and delivery of this Agreement,
the Lender shall disburse Nine Hundred Ninety Seven Thousand Five Hundred
Dollars ($997,500) of the Loan to Borrower.
1.2. The Note. Borrower has authorized the issuance promissory notes
(each, a "Note") made in favor of Lender by Borrower, which shall be in the form
set forth in Exhibit B attached hereto. Each disbursement of the Loan shall bear
interest at the rate of nine percent (9%) per annum, and shall be due and
payable to the order of Lender 120 days after the date of such disbursement (the
"Due Date"); provided, however, that from and after an Event of Default, as
defined in Article VI hereof, such interest rate shall increase to fifteen
percent (15%) per annum.
1.3. Payments. Borrower will begin making consecutive monthly interest
only payments on the Loan of accrued interest commencing thirty (30) days after
the date of a disbursement and continuing through the Due Date, at which time
Borrower shall repay the unpaid principal amount of the Loan, together with
accrued and unpaid interest; provided, that upon the closing of the Merger, all
amounts outstanding under the Loan shall be forgiven, and the Note shall be
deemed repaid in full.
ARTICLE II - SECURITY
As collateral security for Borrower's obligations hereunder and under
the Notes, Borrower will grant and pledge a security interest in all of its
respective assets to Lender, upon the terms and conditions of a Security
Agreement in the form set forth in Exhibit C attached hereto, which is being
executed and delivered simultaneously herewith. As an additional inducement to
Lender to make the Loan hereunder, the Stockholders will pledge the Borrower
Control Shares, as provided for below. All certificates representing the
Borrower Control Shares, shall be deposited into escrow pursuant to the Pledge
and Escrow Agreement (the "Escrow Agreement") being executed simultaneously
herewith
ARTICLE III - BORROWER CONTROL SHARES
3.1 Rights Relating to Borrower Control Shares. Prior to the occurrence
of an Event of Default (as defined herein), (i) the Lender shall have no right
to vote the Borrower Control Shares at any meeting of the Borrower's
stockholders, and (ii) the Lender shall have no right to assign or transfer the
Borrower Control Shares. Upon the occurrence of such an Event of Default, the
Lender shall be entitled (X) to vote the Borrower Control Shares, and (Y) to
assign or transfer such Borrower Control Shares, and to enjoy all other rights
and privileges incident to the ownership of the Borrower Control Shares. Lender
shall credit against the amounts owed on the Loan, any dividends or
distributions received with respect to the Borrower Control Shares, and any
proceeds received from the sale or disposition of the Borrower Control Shares.
3.2 Release of Pledged Shares from Pledge and Borrower Control
Shares from Escrow. Upon the payment of all amounts due to the Lender under the
Loan Documents by repayment in accordance with the terms of the Note, the
parties hereto shall notify the Escrow Agent, as such term is defined in the
Escrow Agreement, to such effect in writing. Upon receipt of such written
notice, the Escrow Agent shall return to the party designated in the notice the
Transfer Documents and the certificates representing the Borrower Control
Shares. Notwithstanding anything to the contrary contained herein, upon full
payment of all amounts due to the Lender under the Loan Documents, by repayment
in accordance with the terms of the Note, this Agreement and Lender's security
interest and rights in and to the Borrower Control Shares shall terminate.
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ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF BORROWER
Borrower (together with Stockholder, with respect to Section 4.10
below) represents and warrants to Lender as follows:
4.1. Organization. Borrower is a corporation duly existing under the
laws of its jurisdiction of incorporation and qualified and licensed to do
business in any jurisdiction in which the conduct of its business or its
ownership of property requires that it be so qualified, except where the failure
to be so qualified would not have a material adverse effect on the business,
operations, condition (financial or otherwise), property or prospects of
Borrower, or the ability of Borrower to carry out their respective obligations
under the Loan Documents (as defined in Section 4.2 below) (a "Company Material
Adverse Effect").
4.2. Subsidiaries. Borrower has no Subsidiaries. For purposes of this
Agreement, a "Subsidiary" means any corporation, partnership, joint venture or
other entity in which Borrower has, directly or indirectly, an equity interest
representing 50% or more of the capital stock thereof or other equity interests
therein.
4.3. Authorization. All corporate action on the part of Borrower and
its officers, directors and stockholders necessary for the authorization,
execution, delivery and performance of all obligations of Borrower under this
Agreement, the Note, the Security Agreement, the Escrow Agreement and all other
documents necessary or desirable in connection with the Loan (collectively, the
"Loan Documents") to which any of them may be a party have been taken. This
Agreement, the Note, the Escrow Agreement and the Security Agreement, when
executed and delivered by Borrower, shall constitute legal, valid and binding
obligations of Borrower, enforceable against Borrower in accordance with their
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, moratorium or similar laws affecting creditors' rights and the
enforcement of debtors' obligations generally and by general principles of
equity, regardless of whether enforcement is pursuant to a proceeding in equity
or at law.
4.4. Absence of Conflicts. The execution, delivery and performance of
this Agreement and each of the other Loan Documents is not in conflict with nor
does it constitute a breach of any provision contained in Borrower's
organizational documents, nor will it constitute an event of default under any
material agreement to which Borrower is a party or by which Borrower is bound.
4.5. Consents and Approvals. Borrower has obtained all consents,
approvals and authorizations of, made all declarations or filings with, and
given all notices to, all governmental authorities and agencies that are
necessary for the continued operation of Borrower's business as currently
conducted, or are required by law.
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4.6 Capitalization. The authorized and outstanding share capital of
Borrower is described on Schedule 4.6 attached hereto. Except as set forth on
Schedule 4.6 or as contemplated by the Transactions, there are no subscriptions,
convertible securities, options, warrants or other rights (contingent or
otherwise) currently outstanding to purchase any of the authorized but unissued
capital stock of Borrower. Except as set forth in Schedule 4.6 or as
contemplated by the Transactions, Borrower has no obligation to issue shares of
its capital stock, or subscriptions, convertible securities, options, warrants,
or other rights (contingent or otherwise) to purchase any shares of its capital
stock or to distribute to holders of any of its equity securities, any evidence
of indebtedness or asset. No shares of Borrower capital stock are subject to a
right of withdrawal or a right of rescission under any applicable securities
law. Except as set forth in Schedule 4.6, there are no outstanding or authorized
stock appreciation, phantom stock or similar rights with respect to the
Borrower. To the Knowledge of the Borrower, except as described in Schedule 4.6
or otherwise contemplated by this Agreement, there are no agreements to which
the Borrower is a party or by which it is bound with respect to the voting
(including without limitation voting trusts or proxies), registration under any
applicable securities laws, or sale or transfer (including without limitation
agreements relating to pre-emptive rights, rights of first refusal, co-sale
rights or "drag-along" rights) of any securities of the Borrower. To the
Knowledge of the Borrower, there are no agreements among other parties, to which
the Borrower is not a party and by which it is not bound, with respect to the
voting (including without limitation voting trusts or proxies) or sale or
transfer (including without limitation agreements relating to rights of first
refusal, co-sale rights or "drag-along" rights) of any securities of the
Borrower.
4.7. Litigation. Except as disclosed on Schedule 4.7, there are no
actions, suits, claims, investigations, arbitrations or other legal or
administrative proceedings, to the Knowledge of Borrower, threatened against
Borrower at law or in equity, and to Borrower's Knowledge, there is no basis for
any of the foregoing. Except as disclosed on Schedule 4.7, there are no
unsatisfied judgments, penalties or awards against or affecting Borrower or its
businesses, properties or assets. Except as disclosed on Schedule 4.7, Borrower
is not in default, and no event has occurred which with the passage of time or
giving of notice or both would constitute a default by Borrower with respect to
any order, writ, injunction or decree known to or served upon Borrower of any
court or of any foreign, federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign. Except as disclosed on Schedule 4.7, there is no action or suit by
Borrower pending or threatened against others. Except as disclosed on Schedule
4.7, Borrower has complied with all laws, rules, regulations and orders
applicable to its current business, operations, properties, assets, products and
services the violation of which would have a Company Material Adverse Effect.
There is no existing law, rule, regulation or order, and Borrower has no
Knowledge of any proposed law, rule, regulation or order, whether foreign,
federal or state, that would prohibit or materially restrict Borrower from, or
otherwise materially adversely affect Borrower in, conducting its businesses in
any jurisdiction in which it is now conducting business.
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As defined in this Agreement, "Knowledge" of Borrower means the actual
knowledge by a director or officer of Borrower of a particular fact or
circumstance or such knowledge as may reasonably be imputed to such person as a
result of his actual knowledge of other facts or circumstances as well as any
other knowledge which such person would have possessed had they made reasonable
inquiry of appropriate employees and agents of Borrower with respect to the
matter in question.
4.8. Absence of Certain Events. To the Borrower's Knowledge, there is
no existing condition, event or series of events which reasonably would be
expected to have a Company Material Adverse Effect.
4.9 Title to Property and Assets. Borrower does not own any real
property. Except as set forth on Schedule 4.9, Borrower has good and marketable
title to all of its personal property and assets free and clear of any material
restriction, mortgage, deed of trust, pledge, lien, security interest or other
charge, claim or encumbrance which would have a Company Material Adverse Effect.
Except as set forth on Schedule 4.9, with respect to properties and assets it
leases, Borrower is in material compliance with such leases and holds a valid
leasehold interest free of any liens, claims or encumbrances which would have a
Company Material Adverse Effect.
4.10. Governmental Permits. Borrower (including its Subsidiaries) holds
all licenses, franchises, permits and other governmental authorizations which
are required for the conduct of any aspect of Borrower's business, as presently
conducted and as presently contemplated to be conducted, including, but not
limited to, all such business operations contemplated by, or incident to, the
Transactions. All such licenses, franchises, permits and other governmental
authorizations are valid and current, and Borrower has not received any notice
that any governmental authority intends to cancel, terminate or not renew any
such license, franchise, permit or other governmental authorization. Borrower
has conducted and is conducting its business in compliance with the
requirements, standards, criteria and conditions set forth in such licenses,
franchises, permits and other governmental authorizations, and all laws and
regulations applicable thereto, and is not in violation of any of the foregoing.
The consummation of the transactions contemplated hereunder will not alter or
impair or require changes to any such license, franchise, permit or other
governmental authorization.
4.11 Borrower Control Shares. The Borrower Control Shares have been
duly and validly authorized for issuance and pledge pursuant to this Agreement
and, when issued and delivered as provided hereunder, will be duly authorized,
validly issued, fully paid and non-assessable and free and clear of all Liens
imposed by the Borrower or any other person other than restrictions on transfer
provided for in the Loan Documents. As used in this Agreement "Lien" means a
lien, charge, security interest, right of first refusal, preemptive right,
mortgage, pledge, title retention device, or other encumbrance or restriction.
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ARTICLE V - COVENANTS OF BORROWER
So long as the Note is outstanding, Borrower agrees that, unless Lender
shall give its prior consent in writing:
5.1. Ordinary Course. Borrower shall carry on its business in the
ordinary course substantially as conducted heretofore, and shall not engage in
any transaction outside of the ordinary course of business.
5.2. Maintain Properties. Borrower shall maintain its properties and
facilities in good working order and condition, reasonable wear and tear
excepted.
5.3. Performance under Agreements. Borrower shall perform all of its
obligations under agreements relating to or affecting its assets, properties or
rights.
5.5. Cooperation with Lender. Borrower shall cooperate with Lender and
shall use its reasonable best efforts to complete and sign the merger agreement
(the "Merger Agreement") contemplated by the Merger and shall use its reasonable
best efforts to consummate the Transactions contemplated thereby.
5.5. Financial Statements. Borrower shall provide to Lender prior to
the Due Date any such audited or unaudited financial statements as may be
required under applicable U.S. Securities Exchange Commission ("SEC")
regulations for inclusion of such statements in Lender's SEC and other
regulatory filings upon and following the Closing of the Merger.
5.6. Maintenance of Business Organization. Borrower shall maintain and
preserve its business organization intact and use its best efforts to retain its
present key employees and relationships with suppliers, customers and others
having business relationships with Borrower.
5.7. Compliance with Permits. Borrower shall maintain compliance with
all permits, laws, rules and regulations, consent orders and all other orders of
applicable courts, regulatory agencies, and similar governmental authorities.
5.8. Leases. Borrower shall maintain its present leases in accordance
with their respective terms, and shall not enter into new or amended lease
instruments.
5.9. Payments. Except with respect to fees due to attorneys,
accountants, and investment bankers relating to the Transactions, including with
respect to the Loan, Borrower shall not make any payment, or incur any
obligation to make any payment in the ordinary course of business in excess of
$25,000 without the prior written consent of the Lender. Notwithstanding the
foregoing, Borrower is hereby permitted to make all such expenditures as are in
compliance with (with respect to both type of expense and amount thereof) the
use of proceeds (the "Use of Proceeds") attached hereto as Exhibit D.
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5.10. Loan Documents. Borrower shall comply in all respects with the
terms of the Security Agreement and all other Loan Documents.
5.11. Indebtedness. Except as contemplated by the Use of Proceeds,
Borrower shall not incur any indebtedness other than: (i) trade debt incurred in
the ordinary course of business, (ii) purchase money obligations in the ordinary
course of business up to $25,000, or (iii) taxes and assessments not delinquent
or actively being contested in good faith by Borrower and for which Borrower has
adequate reserves.
5.12. Liens. Borrower shall not permit to exist against any of its
assets any Lien except for (i) Permitted Liens (as defined in the Security
Agreement), (ii) taxes and assessments not delinquent or actively being
contested in good faith by Borrower and for which Borrower has adequate
reserves, or (iii) deposits or pledges for goods or services made in the
ordinary course of business.
5.13. Mergers. Except as contemplated by the Transactions, Borrower
shall not merge or consolidate with or into any other corporation, or sell,
assign, lease or otherwise dispose of or voluntarily part with the control
(whether in one transaction or in a series of related transactions) of assets
(whether now owned or hereafter acquired) having a fair market value of more
than $25,000 at the time(s) of transfer, or sell, assign or otherwise dispose of
(whether in one transaction or in a series of transactions) any of its accounts
receivable (whether now in existence or hereafter created) at a discount or with
recourse, to any person, except sales or other dispositions of assets in the
ordinary course of business.
5.14. Issuance of Capital Stock. Except as contemplated by the
Transactions, Borrower shall not issue, or agree or commit to issue, any shares
of capital stock, or to issue or grant any option, warrant, security or other
rights (contingent or otherwise) to purchase or acquire shares of its capital
stock, or any bond, debenture or other instrument or obligation which has the
power to vote in respect to the corporate affairs and management of Borrower.
5.15. Charter Documents. Borrower shall not make any amendment to its
Certificate of Incorporation or its By-Laws.
Within three (3) business days following Borrower's request for a
waiver of any provision of this Article V, the Lender shall provide Borrower
with their response to such request.
ARTICLE VI - DEFAULTS AND REMEDIES
6.1. An "Event of Default" occurs if:
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(a) Borrower defaults in the payment of any principal or
interest of the Note when the same shall become due, either by the
terms thereof or otherwise as herein provided; or
(b) Borrower defaults in the performance or observance of any
other agreement, term or condition contained in the Note or the other
Loan Documents; or
(c) Borrower shall default in the payment of any principal of,
or premium, if any, or interest on, any other indebtedness in excess of
$25,000 or obligation with respect to borrowed money after expiration
of any grace or cure period or shall default in the performance of any
material term of any instrument evidencing such indebtedness or of any
mortgage, indenture or agreement relating thereto after expiration of
any grace or cure period, and the effect of such default is to cause or
to permit the holder or holders of such obligation to cause, such
indebtedness or obligation to become due and payable prior to its
stated maturity; or
(d) The Merger shall not have closed by the Due Date; or
(e) Borrower pursuant to or within the meaning of any
Bankruptcy Law:
(i) commences a voluntary case,
(ii) consents to the entry of an order for relief
against it in an involuntary case,
(iii) consents to the appointment of a Custodian of
it or for all or substantially all of its
property,
(iv) makes a general assignment for the benefit of
its creditors, or
(v) is the debtor in an involuntary case which is
not dismissed within thirty (30) days of the
commencement thereof, or
(f) A court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:
(i) provides for relief against Borrower in an
involuntary case,
(ii) appoints a Custodian of Borrower for all or
substantially all of its property, or
(iii) orders the liquidation of Borrower,
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(g) A final judgment for the payment of money in an amount in
excess of $25,000 shall be rendered against Borrower (other than any
judgment as to which a reputable insurance company shall have accepted
full liability in writing) and shall remain undischarged for a period
(during which execution shall not be effectively stayed) of 20 days
after the date on which the right to appeal has expired;
(h) Any representation or warranty made by Borrower in this
Agreement, any other Loan Document or in any other document or
instrument furnished in connection with the transactions contemplated
hereby shall prove to be materially false or incorrect on the date as
of which such representation or warranty was made; or
(i) An event shall occur or there exist facts or circumstances
which create or result in a Company Material Adverse Effect;
then and in any such case (x) upon the occurrence of any Event of
Default described in paragraphs (e) or (f), the unpaid principal amount of and
accrued interest on the Notes shall automatically become due and payable,
without presentment, demand, protest or notice of any kind, all of which are
hereby waived by Borrower, and (y) upon the occurrence of any other Event of
Default, in addition to any other rights, powers and remedies permitted by law
or in equity, the Lender may, at its option, by notice in writing to Borrower,
declare the Notes to be, and the Notes shall thereupon be and become,
immediately due and payable, together with interest accrued thereon and all
other sums due hereunder, without presentment, demand, protest or other notice
of any kind, all of which are waived by Borrower.
Upon the occurrence of any Event of Default, the holder of the Notes
may proceed to protect and enforce its rights by an action at law, suit in
equity or other appropriate proceeding, whether for the specific performance of
any agreement contained herein or in the Notes held by it, for an injunction
against a violation of any of the terms hereof or thereof, or for the pursuit of
any other remedy which it may have by virtue of this Agreement, the Security
Agreement or pursuant to applicable law. Borrower shall pay to the holder of the
Notes upon demand the reasonable costs and expenses of collection and of any
other actions referred to in this Article, including without limitation
reasonable attorneys' fees, expenses and disbursements.
No course of dealing and no delay on the part of the holder of the
Notes in exercising any of its rights shall operate as a waiver thereof or
otherwise prejudice the rights of such holders, nor shall any single or partial
exercise of any right, power or remedy preclude any other or further exercise
thereof or the exercise of any other right, power or remedy hereunder. No right,
power or remedy conferred hereby or by the Notes on the holder thereof shall be
exclusive of any other right, power or remedy referred to herein or therein or
now or hereafter available at law, in equity, by statute or otherwise.
6.2. For purposes of this Article, the following definitions shall
apply:
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"Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors, or equivalent law of a non-U.S.
jurisdiction.
"Custodian" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.
ARTICLE VII - NOTICES
All notices, requests and demands shall be given to or made upon the
respective parties hereto in writing, such address as may be designated by it in
a written notice to the other party. All notices, requests, consents and demands
hereunder shall be effective when duly deposited in the mails (by overnight
delivery by a nationally-recognized overnight courier service or by United
States registered or certified mail, postage prepaid, return receipt requested)
with a copy via facsimile. Unless the parties designate otherwise, notices
should be addressed as follows:
If to Borrower or to the Stockholders:
Brasada California, Inc.
X.X. Xxx 0000
Xxxxxxxxxxx, XX 00000
Attn: Xxxxxx X. Tower, Chief Executive Officer
Facsimile: (000) 000-0000
with a copy to:
McGuireWoods LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxx, Esq.
Facsimile: (000) 000-0000
and with a copy to:
W. Xxxx Xxxxxx
00000 Xxxxxx Xxx Xxxxx,
Xxxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
If to Lender:
Foothills Resources, Inc.
Candiana Lodge, Wellfield X0, Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx, Xxxxxxx
Attn: J. Xxxx Xxxxxx, President and Chief Executive Officer
Facsimile: (000) 000000000000
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with a copy to:
Gottbetter & Partners, LLP
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx X. Xxxxxxxxxx, Esq.
Facsimile: (000) 000-0000
ARTICLE VIII - MISCELLANEOUS
8.1. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without regard to
conflicts of laws principles thereof.
8.2. Amendment. This Agreement may be amended, modified or terminated
only by an instrument in writing signed by all parties.
8.3. No Assignment. Neither this Agreement nor any right or obligation
provided for herein may be assigned by any party without the prior written
consent of the other parties.
8.4. Successors. The terms and provisions of this Agreement shall be
binding upon and inure to the benefit of, and be enforceable by, the respective
successors and assigns of the parties hereto.
8.5. Counterparts. The Agreement may be executed in any number of
counterparts, with the same effect as if all parties had signed the same
document. All such counterparts shall be deemed an original, shall be construed
together and shall constitute one and the same instrument. This Agreement may be
executed by facsimile signature.
8.6. Construction. The language used in this Agreement shall be deemed
to be the language chosen by the parties to express their mutual intent, and no
rule of strict construction shall be applied against any party.
8.8. Headings. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
8.8. Severability. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction. If the final judgment of a court of
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competent jurisdiction declares that any term or provision hereof is invalid or
unenforceable, the parties agree that the court making the determination of
invalidity or unenforceability shall have the power to limit the term or
provision, to delete specific words or phrases, or to replace any invalid or
unenforceable term or provision with a term or provision that is valid and
enforceable and that comes closest to expressing the intention of the invalid or
unenforceable term or provision, and this Agreement shall be enforceable as so
modified.
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IN WITNESS WHEREOF, the parties hereto have caused this Bridge Loan and
Control Share Pledge and Security Agreement to be duly executed as of the day
and year first above written.
LENDER: BORROWER:
FOOTHILLS RESOURCES, INC. BRASADA CALIFORNIA, INC.
By:______________________ By:______________________
Name: J. Xxxx Xxxxxx Name: Xxxxxx X. Tower
Title: Chief Executive Officer Title: Chief Executive Officer
STOCKHOLDER: STOCKHOLDER:
XXXXXX X. TOWER XXXX X. XXXXX
----------------------------- ----------------------------
STOCKHOLDER: STOCKHOLDER:
MMP LLP W. XXXX XXXXXX
By:_________________________ __________________________
Name:
Title: Managing Partner
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EXHIBIT A
[Term Sheet]
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EXHIBIT B
Promissory Note
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EXHIBIT C
[Security Agreement]
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EXHIBIT D
[Use of Proceeds of Bridge Financing]
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