Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - Toga Ltd | v169986_8k.htm |
| EX-10.7 - ASSIGNMENT OF PROMISSORY NOTE OF BLINK COUTURE, INC. - Toga Ltd | v169986_ex10-7.htm |
| EX-17.1 - RESIGNATION LETTER FROM THOMAS W. COLLIGAN - Toga Ltd | v169986_ex17-1.htm |
| EX-10.6 - STOCK PURCHASE AGREEMENT - Toga Ltd | v169986_ex10-6.htm |
ASSIGNMENT
OF PROMISSORY NOTE
1. Assignment. For
value received, Regent Private Capital, LLC (“Assignor”) hereby sells, assigns,
transfers and conveys to Fountainhead Capital Partners Limited (“Assignee”) all
of the Assignor's rights, title and interest in that certain Promissory Note in
the original face amount of $150,000 issued by Altitude Group, LLC (“Altitude”)
in favor of Assignor dated as of December 29, 2009 (the “Note”).
2. Assignor’s
Representations. Assignor represents and warrants to Assignee as
follows:
(a) The
Assignor has good, valid and marketable title to its interest in the Note, free
and clear from all security interests or encumbrances.
(b) The
Assignor has not assigned, pledged, hypothecated or otherwise encumbered its
interest in the Note. Upon delivery of this duly executed assignment to the
Assignee pursuant to this Agreement, the Assignee will acquire valid title
thereto, free and clear of any security interests.
3. Acceptance by
Assignee. Assignee hereby accepts this assignment on the terms
and conditions set forth herein.
4. Counterparts; Facsimile
Signatures. This assignment may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. The exchange of copies of
this assignment or amendments thereto and of signature pages by facsimile
transmission or by email transmission in portable digital format, or similar
format, shall constitute effective execution and delivery of such instrument(s)
as to the parties and may be used in lieu of the original Agreement or amendment
for all purposes. Signatures of the parties transmitted by facsimile
or by email transmission in portable digital format, or similar format, shall be
deemed to be their original signatures for all purposes.
IN
WITNESS WHEREOF, the parties have executed this Assignment of Note to be
effective as of the 29th day of December 2009.
ASSIGNEE
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FOUNTAINHEAD
CAPITAL MANAGEMENT LIMITED
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/s/
Robert Diener
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By:
Robert Diener, Authorized Signatory
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ASSIGNOR
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REGENT
PRIVATE CAPITAL, LLC
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By:
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/s/ Lawrence Field | |
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Lawrence
Field
Managing Director
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PROMISSORY
NOTE
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$150,000
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New
York, New York
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December
29, 2009
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FOR VALUE RECEIVED, the
undersigned promises to pay to the order of Regent Private Capital, LLC or its
assignees the sum of One Hundred Fifty Thousand ($150,000) Dollars, on
December 28, 2010, together with accrued interest thereon at the rate of five
percent (5%) per annum, except that interest shall accrue at the rate of eight
percent (8%) per annum following the occurrence of an event of default
hereunder. Payments shall be first applied to interest and the balance to
principal. This note may be prepaid at any time, in whole or in part, without
penalty.
Notwithstanding
the foregoing, the unpaid principal amount of this note and interest thereon
shall immediately become due and payable at the election of the holder of this
note, upon the occurrence of any of the following events of
default:
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1.
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Failure
to pay the unpaid principal amount of this note or any interest thereon
when due.
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2.
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Death
of the undersigned.
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3.
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Filing
by the undersigned of an assignment for the benefit of creditors,
bankruptcy or other form of insolvency, or by suffering an involuntary
petition in bankruptcy or receivership not vacated within thirty (30)
days.
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If this
note shall be in default and placed for collection, the undersigned shall pay
all reasonable attorney fees and costs of collection.
Payments
shall be made to such address as may from time to time be designated by any
holder.
The
undersigned and all other parties to this note, whether as endorsers, guarantors
or sureties, shall remain fully bound until this note is paid and waive demand,
presentment and protest and all notices thereto and further agree to remain
bound, notwithstanding any extension, modification, waiver, or other indulgence
or discharge or release of any obligor hereunder. No modification or indulgence
by any holder hereof shall be binding unless in writing; and any indulgence on
any one occasion shall not be an indulgence for any other or future occasion.
The rights of any holder hereof shall be cumulative and not necessarily
successive. This note shall be governed and enforced in accordance with the laws
of New York.
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ALTITUDE
GROUP, LLC
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By:
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/s/ Michael W. Kreizman | ||
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Michael
W. Kreizman, M.D.
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