SECURITYAGREEMENT LINE OF CREDIT

 

 

1.0   PROMISE TO PAY. FOR VALUE RECEIVED, One Bio, Corp., a Florida corporation (“Maker”) hereby promise to pay to the order of ONE-V Group, LLC and Michael Weingarten (jointly “Payee”), the principal sum of THREE MILLION AND NO/100 DOLLARS U.S. ($3,000,000.00) (“Maximum Line Amount”), or so much thereof as may be advanced from time to time, together with interest on the unpaid principal balance from time to time outstanding, at the rates and at the times hereinafter provided.

 

2.0   MATURITY DATE. This Promissory Note (the “Note”) shall be paid in full on or before December 31, 2010 (the “Maturity Date”).

 

3.0   INTEREST. Interest will accrue on a daily basis on the principal balance at the rate per annum equal ten percent (10%) in excess of the Prime Rate, but no less than 15%. “Prime Rate” means the reference rate in effect for commercial loans as published by The Wall Street Journal (“WSJ”). If the WSJ ceases to publish such Prime Rate, the Payee is authorized to select and utilize a reasonably comparable nationally-published index rate which similarly is utilized by large institutional lenders to establish the prime rate to commercial Makers. The rate of interest hereunder is a floating adjustable rate that shall adjust monthly on the first (1st) day of each calendar month, provided that no adjustment will cause the rate to exceed eighteen percent (18%) per annum during the term of this Note. Interest shall be computed for the actual number of days elapsed on the basis of a year consisting of 365 days or 366 days, whichever is applicable. The Rate shall adjust and be fixed for each calendar month based upon the Prime Rate as in effect on the first day of each calendar month. After the Maturity Date (whether by acceleration or otherwise), interest shall accrue on the principal balance at the rate of the Prime Rate plus ten percent (10%) per annum. If Maker defaults under this Note, then interest will accrue at the fixed rate equal to the Prime Rate in effect on the date of such default plus five percent (5%) per annum (“Default Rate”), so long as such default shall continue, before and after any demand or judgment.

 

4.0    PAYMENTS. If not sooner paid, all unpaid principal, all accrued and unpaid interest and all other sums due and payable under this Note or any of the other Loan Documents (as hereinafter defined) shall be due and payable in full on the Maturity Date.

 

4.1   All payments shall be made in lawful money of the United States and in immediately available funds to the Payees at the below wire instruction, or at such other place as the Payee (or the holder of this Note) may from time to time designate in writing.

	For wires to ONE-V Group LLC
	Bank:	RBC Bank
	Address:	10360 Royal Palm Blvd, Coral Springs, FL 33065
	Acct #:	7290003753
	Routing/ABA:	067012882
	SWIFT:	CNTAUS33
	50% of all sums due
	For wires to Michael Weingarten
	Bank:	RBC Bank
	Address:	Sunny Isles Beach, FL, 33160
	Acct #:	7243088977
	Routing/ABA:	067012882
	SWIFT:	CNTAUS33
	50% of all sums due

 

4.2   The Indebtedness due under this Note may be prepaid in whole or in part, at any time, without penalty.

 

5.0    LOAN DOCUMENTS. The Maker may execute simultaneously herewith or has executed certain documents (this Note and such other documents are hereinafter collectively referred to as the “Loan Documents”), in favor of the Payee. A default under this Note shall, at the option of the Payee, also constitute a default under any or all of the other Loan Documents. In addition to, and not in limitation of, the foregoing, a default under any or all of the other Loan Documents shall, at the option of the Payee, constitute a default under this Note.

 

6.0    METHOD OF ADVANCES. Provided that no Event of Default (as hereinafter defined) then exists, Payee shall make the Maximum Line Amount available to Maker, in one or more advances at any time and from time to time from the date hereof until the Maturity Date, during which time Maker may voluntarily repay, subject to the terms and conditions herein, but not re-borrow, the principal balance of this Note.

 

6.1   The amount and date of each advance under this Note and the amount and date of each payment of principal and interest thereon shall be recorded by Payee on its books and records from time to time and shall be prime facie evidence of such amounts owing; provided, however, that Payee’s failure to record any amount or an error in recording any such amount shall not limit or otherwise affect the Maker’s obligations hereunder to repay the principal amount of the Loan, together with all accrued interest thereon.

 

7.0    Security Agreement. To secure the payment and performance of the Indebtedness and obligations contained herein, Maker has contemporaneously herewith executed a Security Agreement (the “Security Agreement”) [this Note, the Security Agreement and any promissory note or other instrument at any time evidencing any indebtedness of Maker to Payee or any other security agreement, loan agreement, mortgage, assignment, guaranty or other agreement that now or hereafter secures or relates to any indebtedness or obligation now or hereafter owing by Maker to Payee or that secures or relates to any guaranty of any such indebtedness or obligation are collectively, the “Loan Documents”]. Loss, theft, damage to, destruction or seizure of the “Collateral” (as that term is defined in the Security Agreement) shall not relieve Maker from the payment and performance of any obligation or Indebtedness secured hereby.

 

8.0    INDEBTEDNESS. For purposes of this Note, “Indebtedness” means all monies owed under this Note, including costs, attorney’s fees, late charges, accrued interest, and Principal; and all other obligations or indebtedness now or hereafter owed by Maker to Payee, including, but not limited to, all renewals, extensions and modifications of such obligations or indebtedness, regardless of whether such indebtedness is: (a) not presently in existence, (b) not presently intended or contemplated by Maker or Payee, (c) indirect, secondary or contingent, or (d) of a kind or class that is different from the indebtedness or obligation now owing by Maker to Payee.

 

9.0    WAIVER OF MARSHALLING OF ASSETS. The Maker hereby waives for itself and, to the fullest extent not prohibited by applicable law, for any subsequent lienor, any right the Maker may now or hereafter have under the doctrine of marshalling of assets or otherwise which would require the Payee to proceed against Maker’s assets in any particular order. The Payee shall have the right to proceed, in its sole discretion, against any such assets in such order and in such portions as the Payee may determine, without regard to the adequacy of value or other liens on any of Maker’s assets, and any such action shall not in any way be considered as a waiver of any of the rights, benefits, liens or security interests created by any of the Loan Documents.

 

10.0    EVENTS OF DEFAULT. Upon any of the following events (each an “Event of Default”), at the election of the Payee, the entire unpaid principal balance of the indebtedness evidenced hereby, together with all accrued but unpaid interest thereon at the Default Rate and all other sums or charges due hereunder or secured by or required to be paid by the Maker under any of the loan Documents, shall become immediately due and payable:

 

10.01   If the Maker fails to pay any sum on the date such payment is due as herein and is not cured within fifteen (15) days after notice from Payee;

 

10.02   the filing of any petition by Maker under Title 11 of the United States Code, the Bankruptcy Code now or hereafter in force;

 

10.03   the execution and delivery by Maker of a general assignment for the benefit of creditors;

 

10.04   the appointment of a receiver for Maker by a court of competent jurisdiction or the filing of any petition against Maker under Title 11 of the United States Code, the Bankruptcy Code now or hereafter in force, which appointment or filing shall not have been vacated or remain undismissed within a period of sixty (60) days after the date of the appointment of such receiver or filing of such petition;

 

10.05   insolvency of Maker. Insolvency shall be defined as when the current liabilities, less payables due the Payee, exceed the current assets of Maker as determined in accordance with generally accepted accounting principles, or if Maker is unable to meet its obligations as they come due;

 

10.06   failure of Maker or any guarantor or co-Maker to comply with any other provision in this Note or failure to comply with the provisions of any other Loan Document which is not cured within 15 days after notice from Payee;

 

10.07   any material adverse change occurs in the financial condition of Maker as determined by Payee which is not cured within 15 days of notice from Payee; or

 

10.08   the substantial cessation of business operations of Maker for more than fifteen (15) days after notice from Payee;

 

10.09   If the Maker breaches any covenant or agreement herein or in any of the other Loan Documents, and such failure remains uncorrected at the expiration of any applicable grace period provided for in the Loan Documents.

 

11.0    REMEDIES AND RECOURSES. Upon the occurrence and during the existence of any Event of Default, or if this Note at any time or for any reason ceases to be in full force and effect or the validity or enforceability of this Note shall be contested by Maker then at the option of Payee and without demand or notice to Maker except as expressly provided herein (demand and notice as to such event being hereby expressly waived by Maker), Payee shall, to the fullest extent permitted by law, be entitled to:

 

11.1   suspend the disbursement of funds under this Note; and/or

 

11.2   accelerate this Note and all Indebtedness declaring it due and owing immediately. In addition, Payee may exercise any or other powers, rights, remedies or recourses afforded to Payee under this Note or other documents relating to the Indebtedness or otherwise available under applicable law.

 

12.0    PERFORMANCE OF MAKER OBLIGATIONS. If Maker shall fail to do any action or thing which Maker has agreed to do under this Note or in any Loan Document, Payee may, but shall not be obligated to, do the same or cause it to be done, or remedy such breach or violation, and if in connection therewith, Payee shall make any advances or expenditures of money for the account of Maker, then such advances or expenditures shall be added to the obligations and liabilities of Maker hereunder and shall be repaid to Payee upon demand together with interest from the date advanced or expended to and including the date of repayment at the Default Rate as defined in this Note.

 

13.0    POWER OF ATTORNEY. Maker hereby appoints Payee, with full power of substitution, as Maker’s attorney-in-fact for the purpose of carrying out the provisions of this Note and taking any action and executing any document or instrument which Payee may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest, all in accordance with the provisions of this Note. Maker shall indemnify, save, defend and hold harmless Payee from and against any and all claims, demands, losses, judgments and liabilities (including liabilities for penalties) of whatsoever kind and nature, and to reimburse Payee for all costs and expenses, including court costs and reasonable attorneys fees and expenses, growing out of or resulting from the enforcement of this Note or any document related to the Indebtedness, or the exercise by Payee of any rights, powers, privileges, interests or remedies granted to Payee hereunder, except such as a result from Payee’s own gross negligence or misconduct. In no event shall Payee be liable for any matter or thing by virtue of, arising from or in connection with this Note or any Loan Document, other than to account for monies which may be actually received by Payee in accordance with the terms hereof.

 

14.0    NOTICE. All notices, demands or other communications required or desired to be given hereunder shall be in writing, signed by Maker or its authorized agents or attorneys, or Payee, its authorized agents or attorneys, as the case may be, and shall be deemed to have been properly given if served in person, or if mailed, by regular mail and sent by facsimile transmission to the following address and facsimile number:

If to Maker:	One Bio, Corp.
	20900 NE 30th Ave.
	Suite 842
	Aventura, FL 33180
	Attention: Marius Silvasan
If to Payee:	ONE-V Group, LLC and
	Michael Weingarten
	17121 Collins Ave.,
	Suite 3801,
	Sunny Isles Beach, FL, 33160

 

or to such other address as may from time to time be designated by the party to be addressed, by notice to the other in the manner hereinabove provided. Any such notices, demands or other communications mailed as provided herein shall be deemed to have been given and received on the business day faxed.

 

15.0    GENERAL

 

15.01   No waiver of any provision herein or action by Payee contrary to the terms of this Note shall constitute a waiver of any subsequent default of the same or different terms, covenants or conditions herein.

 

15.02   Wherever “Payee” is referred to herein, it shall be deemed to refer to Payee first name above or any other assignee or subsequent holder of this Note.

 

15.03   Maker agrees to correct, execute, or initial all typographical or clerical errors discovered in this Note to Payee’s satisfaction and to execute any and all documents necessary to effectuate the provisions of this Note.

 

15.04   This Note may only be amended by a written agreement signed by all parties to this Note, provided, however, that the requirement of a written amendment may not be amended in any circumstance.

 

15.05   As an express condition precedent and inducement to Payee to accept this Note, Maker hereby affirmatively waives: (I) presentment of this Note, (ii) claims of setoff against Payee.

 

15.06    MAKER KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO TRIAL BY JURY AND FULLY UNDERSTANDS THAT BY SIGNING THIS NOTE IT HAS GIVEN UP ITS RIGHT TO TRIAL BY JURY.

 

Maker’s Initials (by CEO): _________

 

15.07   If a court of competent jurisdiction determines any provision of this Note to be invalid or unenforceable, all other provisions of the Note shall survive and be enforced according to their terms.

 

16.0    COMMERCIAL PURPOSE. This Note evidences and pertains to a business loan and financing solely for commercial purposes.

 

17.0    APPLICABLE LAW, JURISDICTION AND VENUE. The laws of the State of Florida shall govern this Note. In all legal proceedings or actions under this Note, Maker submits to the exclusive personal jurisdiction and venue of the state or applicable County Court of the State of Florida and of the Federal District Court of the Southern District of Florida, if applicable, whichever Payee may elect in its sole discretion, and waives all defenses of inconvenient forum.

 

18.0    FACSIMILE SIGNATURE. For the sake of expediency in providing financing and funding to the Maker under the Note, the Maker (as well as any other guarantor or obligor hereof) agree, as an express inducement to Payee to provide such financing, that: (a) Payee may elect to rely upon any fax or electronically transmitted signature to this Agreement (as well as any Note, guaranty, security instruments or other documents pertaining hereto) as if the same were an original signature hereto or thereto; and (b) upon any such fax or electronic transmission of a signature hereto or to any such other instrument, the Maker (and/or guarantor or other respective signatory[ies]) covenants, represents and warrants to Payee that the original of such executed Agreement, Note, guaranty, security instrument or other such documents exist and have been validly executed and are the property of Payee and that such original(s) instrument(s) are possessed and held “in trust” by such Maker or signatory for the express benefit of Payee and will promptly be delivered to Payee as Payee.

 

19.0    AUTHORITY TO ACT. The undersigned warrants that he has full authority to act on behalf of the Maker and to execute this Note on Maker’s behalf.

 

20.0    NO MODIFICATION. The rates and terms offered in this Note are authorized solely by Payee. It cannot be modified or amended, nor can any of the Collateral be released except with an express writing signed by Payee.

 

 

 

ONE BIO, CORP.
By:	/s/ Marius Silvasan
Title:		CEO