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Re: Toxic Avenger post# 31387

Friday, 09/22/2017 2:58:47 PM

Friday, September 22, 2017 2:58:47 PM

Post# of 50981
Skip to the last page, article 4.

TCA defaulted and waves the right to their call options...
...and put themselves in the middle of legal wicket. wink

https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11953591

"ARTICLE IV
EVENTS OF DEFAULT

"If IHSI or the Credit Parties shall have defaulted or failed to comply with the due observance or performance of any material term, covenant or agreement contained this Agreement, the Credit Agreement, the Revolving Note, the Fee Note or any other Loan Documents, or IHSI or the Credit Parties[/color] shall have defaulted in any material obligation to TCA or the Company, or any affiliate thereof, and such failure to comply shall continue uncured beyond the applicable cure period (provided that if no specific cure period is provided, the cure period shall be ten (10) days after notice of such default is delivered by TCA to IHSI), (i) the IHSI Call Option shall immediately terminate; (ii) TCA may, without any further notice and without any presentment, demand or protest of any kind, all of which are hereby expressly waived by IHSI, take any further action available at law or in equity, including, without limitation, sell the Membership Interests to any Person; and (iii) TCA shall be entitled to exercise the TCA Call Option upon payment to IHSI of the Exercise Price, as set forth in Section 2.4 of this Agreement."

TCA's material breach also violates section 2.1, obstructing IHS' irrevocable right to purchase membership interest:

Section 2.1. IHSI Call Option . Upon the terms and subject to the conditions set forth in this Agreement, TCA hereby grants IHSI an irrevocable right to purchase the Membership Interests from TCA at the Exercise Price, provided , however , such right shall not be available until such time as all Obligations in connection with the Credit Agreement, the Revolving Note, the Fee Note and any other Loan Document executed in connection therewith are completely and fully satisfied.

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