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| ERMS.OB > SEC Filings for ERMS.OB > Form 8-K on 30-Jul-2008 | All Recent SEC Filings |
30-Jul-2008
Entry into a Material Definitive Agreement, Financial Statements and
On July 24, 2008, eRoomSystem Technologies, Inc. ("eRoom") and BlackBird Corporation, a Florida corporation ("BlackBird") and an unrelated entity, executed a subscription agreement (the "Subscription Agreement"). Pursuant to the Subscription Agreement, eRoom agreed to extend a secured loan to BlackBird in the principal amount of $500,000 and subscribed for 50,000 shares of BlackBird's common stock.
The loan is evidenced by a 10% senior secured convertible promissory note, made by BlackBird in favor of eRoom on July 24, 2008 (the "Secured Note"). The Secured Note matures on June 30, 2009 and bears interest at an annual rate of 10%, with interest payable quarterly on the last business day of each quarter. BlackBird has agreed, in its letter dated July 3, 2008 (the "Interest Rate Letter"), that, in the event that the loan is not repaid on or before January 1, 2009 the interest payable on the Secured Note will increase to 18% per annum. The Secured Note is convertible into shares of BlackBird's common stock, at any time on or before September 30, 2008, at a conversion price of $1 per share subject to certain adjustments.
The Loan is secured by a security interest and a lien on certain property of BlackBird, pursuant to a security agreement dated July 24, 2008 between BlackBird and Anthony Heller, as agent for eRoom and the other lenders in this transaction (the "Security Agreement").
The foregoing descriptions of the Subscription Agreement, the Secured Note and the Interest Rate Letter are qualified in their entirety by reference to the Subscription Agreement, the Secured Note, and the Interest Rate Letter copies of which are attached hereto as Exhibits 10.81, 10.82 and 10.83, respectively, and incorporated herein by reference.
Section 9
The following are filed as exhibits to this Current Report on Form 8-K.
10.81. Subscription Agreement between eRoomSystem Technologies, Inc. and
BlackBird Corporation dated July 24, 2008
10.82 10% Senior Secured Convertible Note in favor or eRoomSystem
Technologies, Inc. dated July 24, 2008
10.83 Letter from BlackBird Corporation to eRoomSystem Technologies, Inc.
dated July 3, 2008
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